0001193125-21-133428 Sample Contracts

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), Ariel Investment Trust, a an open-end investment company registered under the Investment Company Act of 1940, a Massachusetts business trust (the “Trust”) and each separate series of the Trust (the “Fund” or “Funds”), and Ariel Distributors, LLC, Fund Distributor (the “Underwriter”), a Delaware limited liability company, entered into a certain Fund Services agreement dated September 12, 2014 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of December 7, 2020, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Underwriter (collectively, the “Parties”).

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SERVICE and SUBCONTRACTING AGREEMENT
Service and Subcontracting Agreement • April 27th, 2021 • Tiaa Separate Account Va-3 • New York

This Service and Subcontracting Agreement (this “Agreement”) is entered into by and between Teachers Insurance and Annuity Association of America, a New York life insurance company (“TIAA”), and TIAA Shared Services, LLC, a Delaware limited liability corporation (“TSS”) and is effective as of April 1, 2021.

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), Vanguard Variable Insurance Fund (the “Fund”), a Delaware business trust, The Vanguard Group, Inc., a Pennsylvania corporation (the “Sponsor”), and Vanguard Marketing Corporation, a Pennsylvania corporation (the “Distributor”), entered into a certain participation agreement dated May 1, 2012, as amended to date (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of , 2020, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund, the Sponsor and the Distributor (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), Delaware Management Company (the “Adviser”), a series of Macquarie Investment Management Business Trust, a statutory trust under the laws of the State of Delaware, and Delaware Distributors, L.P., a limited partnership organized under the laws of the State of Delaware (the “Fund Distributor” or the “Underwriter”) of the Delaware Funds® by Macquarie (the “Fund(s)”), entered into a certain participation agreement dated September 19, 2016 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of January __, 2021, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Underwriter (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on the behalf of each segregated asset accoung of the Company set forth on Schedule A hereto, JPMorgan Trust II (the “Fund”), and JPMorgan Distribution Services, Inc. (the “Underwriter”), entered into a certain participation agreement dated November 22, 2016, as amended (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of , 20__, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Underwriter (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), BlackRock Advisors, LLC (“BAL”), and BlackRock Investments, LLC (‘BRIL” or “Underwriter” together with BAL, the “Fund Parties) entered into the Fund Participation Agreement dated October 1, 2020 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of , 20__, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), BAL and BRIL (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), American Beacon Advisors, Inc. (the “Adviser”) as investment manager on behalf of each of the funds listed on Schedule A to the Participation Agreement, separately and not jointly, and American Beacon Funds, (the “Fund”), a Massachusetts business trust, and Resolute Investment Distributors, Inc. Fund Distributor (the “Distributor”), a Delaware Corporation, entered into a certain participation agreement dated September 7, 2016 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of , 20__, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Distributor (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement (as defined below), MFS Series Trust I, MFS Series Trust IV, MFS Series Trust X, MFS Series Trust XI (each the “Fund”), each a Massachusetts business trust, and MFS Fund Distributors, Inc. (the “Underwriter”), a Delaware corporation are a party to a certain participation agreement dated October 1, 2016 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of December __, 20__, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), each Fund and the Underwriter (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), Nationwide Mutual Funds (the “Fund”), a Delaware statutory trust, and Nationwide Fund Distributors LLC (the “Underwriter”), a Delaware limited liability company, entered into a certain participation agreement dated August 10, 2016 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of December __, 2020, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Underwriter (collectively, the “Parties”). Terms not defined in this Amendment will have the meanings assigned to them in the Participation Agreement.

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULE 30e-3 and RULE 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), and Nuveen Securities, LLC, (“Distributor ”), , entered into a certain Participation Agreement dated October 9, 2020, (the “Agreement”). This amendment (the “Amendment”) to the Agreement is entered into as of , 2020, with an effective date of January 1, 2021, by and among the Company, on its own behalf and on behalf of each segregated asset account of the Company as set forth in the Schedule A of theAgreement, as may be amended from time to time (individually and collectively the “Account”), and the Distributor (each, a “Party”, and, collectively, the “Parties”). Capitalized terms used in the Amendment and not defined herein shall have the meaning as ascribed to them in the Agreement.

ADDENDUM TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”) and Dodge & Cox Funds, a Delaware statutory trust, as distributor for shares of the Dodge & Cox family of mutual funds (collectively, the “Funds” and individually, a “Fund”), entered into a certain participation agreement dated April 15 , 2011, as amended (the “Participation Agreement”). This Addendum (the “Addendum”) to the Participation Agreement is entered into as of December __, 2020, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Funds (collectively, the “Parties”).

PARTICIPATION AGREEMENT Between NUVEEN SECURITIES, LLC and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3 • New York

THIS AGREEMENT, made and entered into as of this day of October, 2020 by and among Teachers Insurance and Annuity Association of America (hereinafter, the “Company”), a New York insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), and Nuveen Securities, (hereinafter the “Distributor”), a Delaware limited liability company.

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), American Century Services, LLC (“Transfer Agent”), a Delaware limited liability company and American Century Services, Inc. (the “Underwriter”) , a Missouri corporation, entered into a certain participation agreement signed September 18, 2020 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of , 2020, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Transfer Agent and the Underwriter (collectively, the “Parties”). Capitalized terms used but not defined herein have the meaning set forth in the Agreement.

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULE 30e-3 and RULE 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”), the TIAA-CREF Funds (the “Fund”), Teachers Advisors, LLC, (the “Adviser”), and Nuveen Securities, LLC, (“Distributor or “Underwriter”), , entered into a certain Participation Agreement dated December 21, 2006, as amended, (the “Agreement”). This amendment (the “Amendment”) to the Agreement is entered into as of , 2020, with an effective date of January 1, 2021, by and among the Company, on its own behalf and on behalf of each segregated asset account of the Company as set forth in the Schedule A of theAgreement, as may be amended from time to time (individually and collectively the “Account”), the Fund, Adviser and Underwriter (each, a “Party”, and, collectively, the “Parties”). Capitalized terms used in the Amendment and not defined herein shall have the meaning as ascribed to them in the Agreement.

AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A
Participation Agreement • April 27th, 2021 • Tiaa Separate Account Va-3

Teachers Insurance and Annuity Association of America (the “Company”) and Legg Mason Investor Services, LLC (the “Underwriter”), a limited liability company, entered into a certain participation agreement dated December 18, 2006 and subsequently amended (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of , 20__, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”) and the Underwriter (collectively, the “Parties”).

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