Tiaa-Cref Life Separate Account Vli-1 Sample Contracts

WITNESSETH:
Distribution Agreement • January 31st, 2002 • Tiaa-Cref Life Separate Account Vli-1 • New York
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hereinafter referred to as "Agreement") between
Reinsurance Agreement • April 30th, 2003 • Tiaa-Cref Life Separate Account Vli-1
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Participation Agreement as of _________, 2006 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. TIAA-CREF Life Insurance Company Teachers Personal Investors Services, Inc. CONTENTS
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • California
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PARTICIPATION AGREEMENT Among TIAA-CREF LIFE INSURANCE COMPANY, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • California

THIS AGREEMENT, dated as of the ___ day of _________________, 2006, by and among TIAA-CREF Life Insurance Company____, (the “Company”), a New York life 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”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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FUND PARTICIPATION AGREEMENT TIAA-CREF Life Insurance Company, The Prudential Series Fund, Prudential Investments LLC, and Prudential Investment Management Services LLC
Fund Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • Delaware
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Exhibit g 2 AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM REINSURANCE AGREEMENT Effective January 1, 2002
Automatic and Facultative Yearly Renewable Term Reinsurance Agreement • April 30th, 2003 • Tiaa-Cref Life Separate Account Vli-1 • New York
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PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, TIAA-CREF LIFE INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • Massachusetts

THIS AGREEMENT, made and entered into this [ ] day of [ ] 2006, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), TIAA-CREF Life Insurance Company, a New York corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT, made as of the ___ day of ___________, 2006, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), NEUBERGER BERMAN MANAGEMENT INC. (“NB MANAGEMENT”), a New York corporation, and TIAA-CREF LIFE INSURANCE COMPANY (“LIFE COMPANY”), a life insurance company organized under the laws of the State of New York.

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PARTICIPATION AGREEMENT among GREENWICH STREET SERIES FUND LEGG MASON INVESTOR SERVICES, LLC and TIAA – CREF Life Insurance Company
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT, made and entered into this day of February, 2006 by and among TIAA-CREF Life Insurance Company, a New York corporation (the “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 such account hereinafter referred to as the “Account”), and the Greenwich Street Series Fund (the “Fund”), a Massachusetts Corporation, and Legg Mason Investor Services, LLC, a Delaware corporation (the “Distributor”).

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JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Institutional Shares)
Fund Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • Colorado

THIS AGREEMENT is made this 7th day of February, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the “Trust”), and TIAA-CREF Life Insurance Company, a life insurance company organized under the laws of the State of New York (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

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FUND PARTICIPATION AGREEMENT
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • Delaware

The following is a list of procedures and corresponding responsibilities for the processing of purchase and redemption orders relating to the Delaware VIP Trust (the “Trust”) under the Participation Agreement (the “Agreement”). The defined terms herein shall have the meanings assigned in the Agreement except that the term “Company” shall also include the department assigned by the Company to perform the steps delineated below.

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PARTICIPATION AGREEMENT
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT, made and entered into as of the day of , 200_ by and among TIAA-CREF LIFE INSURANCE COMPANY (hereinafter the “Company”), a life insurance company organized under the laws of New York, on its own behalf and on behalf of each separate account of the Company set forth on Schedule B hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and ROYCE CAPITAL FUND (hereinafter the “Fund”), a Delaware business trust, and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the “Adviser”).

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Shareholder Information Agreement Franklin Templeton Variable Insurance Products Trust
Shareholder Information Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

This Shareholder Information Agreement (“Agreement”) is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. (“Distributors”) on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under “Definitions,” below.

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT, made as of the ___ day of ___________, 200__, by and between WM VARIABLE TRUST (“TRUST”) a business trust organized under the laws of the Commonwealth of Massachusetts, WM FUNDS DISTRIBUTOR, INC. (DISTRIBUTOR) a Washington corporation, and TIAA-CREF LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of New York, on behalf of TIAA-CREF Life Separate Account VLI-1 and any such other separate accounts as it may hereafter establish and wish to invest in series of the Trust (the “Separate Accounts”) (collectively, with TIAA-CREF Life Insurance Company, “LIFE COMPANY”)

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INVESTMENT ACCOUNTING AGREEMENT
Investment Accounting Agreement • April 21st, 2008 • Tiaa-Cref Life Separate Account Vli-1 • Massachusetts

This Master Investment Accounting Agreement (the “Agreement”) is made effective as of , 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company established under the laws of the Commonwealth of Massachusetts located at 801 Pennsylvania, Kansas City, MO 64105 (“State Street”), and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a life insurance company organized and existing under the laws of New York and located at 730 Third Avenue, New York, New York 10017-3206 (“TIAA”) and TIAA-CREF LIFE INSURANCE COMPANY, a life insurance company organized and existing under the laws of New York and located at 730 Third Avenue, New York, New York 10017-3206 (“TC Life”) (TC Life and TIAA each individually referred to herein as the “Insurance Company”), each with respect to each of its separate accounts listed on Schedule A hereto, as it may be amended from time to time, incorporated herein by reference (each such separate account shall hereinafter be referred to as an “Account

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DOMESTIC CUSTODY AGREEMENT BETWEEN TIAA-CREF LIFE INSURANCE COMPANY ON BEHALF OF TIAA-CREF LIFE SEPARATE ACCOUNT VLI-1 AND JPMORGAN CHASE BANK, N.A. June 8, 2006
Domestic Custody Agreement • April 21st, 2008 • Tiaa-Cref Life Separate Account Vli-1 • New York

This Agreement, dated June 8, 2006, is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 270 Park Avenue, New York, New York; and TIAA-CREF LIFE INSURANCE COMPANY on behalf of TIAA-CREF Life Separate Account VLI-1 (“Customer”) with a place of business at 730 Third Avenue, New York, New York.

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2016 • Tiaa-Cref Life Separate Account Vli-1

This AMENDMENT (the “Amendment”) is dated as of February 1, 2016 by and among TIAA-CREF Life Insurance Company (the “Company”), John Hancock Variable Insurance Trust (the “Trust”), and John Hancock Distributors, LLC (the “Underwriter”).

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AMENDMENT PARTICIPATION AGREEMENT
Amendment Participation Agreement • April 24th, 2013 • Tiaa-Cref Life Separate Account Vli-1

Effective May 1, 2013, The Participation Agreement (the “Agreement”), dated November 14, 2011, as amended, by and among TIAA-CREF Life Insurance Company (“Company”), T. Rowe Price Fixed Income Series, Inc. and T. Rowe Price Investment Services, Inc. (collectively, the “Parties”) is hereby amended as follows:

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AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 24th, 2013 • Tiaa-Cref Life Separate Account Vli-1

This Amendment No. 2, effective as of July 2, 2012, amends the Participation Agreement, dated as of April 1, 2010, as amended (the “Participation Agreement”), by and among TIAA-CREF Life Insurance Company, a New York life insurance company, on its own behalf and on behalf of its Separate Account(s) as set forth in Schedule A to the Participation Agreement; ING Investors Trust, an open-end management investment company and business trust organized under the laws of Delaware; and ING Investments Distributor, LLC (formerly “ING Funds Distributor, LLC”), a Delaware limited liability company.

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Franklin/Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-3000 franklintempleton.com
Tiaa-Cref Life Separate Account Vli-1 • April 24th, 2013

Enclosed is an amendment (the “Amendment”) to the Participation Agreement(s) (“Agreement”) between us and you with respect to our insurance trust – Franklin Templeton Variable Insurance Products Trust (the “Trust”).

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MASTER INDEPENDENT CONTRACTOR AGREEMENT BETWEEN TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA AND MCCAMISH SYSTEMS, L.L.C.
Master Independent Contractor Agreement • April 18th, 2008 • Tiaa-Cref Life Separate Account Vli-1 • North Carolina

This Agreement is effective as of March 4, 2005 (“Effective Date”), by and between Teachers Insurance and Annuity Association of America (“TIAA”), a New York corporation, with a place of business at 730 Third Avenue, New York, New York 10017-3206, and McCamish Systems, L.L.C., a Georgia limited liability company with a principal place of business at 6425 Powers Ferry Road, Third Floor, Atlanta, Georgia 30339 (“Contractor”).

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PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2015 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT, made and entered into as of this 2nd day of December, 2014 by and among TIAA-CREF Life Insurance Company (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”), John Hancock Variable Insurance Trust (hereinafter the “Trust”), a Massachusetts business trust, and John Hancock Distributors, LLC (hereinafter the “Underwriter”), a Delaware limited liability company.

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PRINCIPAL VARIABLE CONTRACTS FUND, INC. PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT is made as of this 5th day of January, 2007 among PRINCIPAL VARIABLE CONTRACTS FUND, INC., an open-end management investment company organized under the laws of the State of Maryland (“PVC”), PRINCIPAL FUNDS DISTRIBUTOR, INC. (“PFDI”), a principal underwriter for the Class 1 shares of PVC, organized under the laws of the State of Washington (and known as WM Funds Distributor, Inc. prior to the time this Agreement becomes effective), and , a life insurance company organized under the laws of the State of (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

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Neuberger Berman Management Inc. NEUBERGER BERMAN A Lehman Brothers Company
Tiaa-Cref Life Separate Account Vli-1 • May 2nd, 2007

This is a Distribution and Administrative Services Agreement between Neuberger Berman Management Inc. (“NBMT’) and TIAA-CREF Life Insurance Company (the “Company”), effective as of February 13, 2006 (the “Services Agreement”). The Company is a life insurance company (“Life Company”) or is a broker-dealer (“Underwriter”) that is affiliated with the Company and that serves as the principal underwriter for variable annuity and/or variable life insurance contracts issued by the Life Company.

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Administrative Services Agreement Franklin Templeton Services, LLC TIAA-CREF Life Insurance Company
Administrative Services Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • California
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RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1

AMENDMENT entered into as of , 2007, by and between Allianz Global Investors Distributors LLC (“AGID”), the principal underwriter for Premier VIT and PIMCO Variable Insurance Trust (each a “Trust” and, collectively, the “Trusts”) and (“Intermediary”).

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AMENDMENT TO PARTICIPATION/DISTRIBUTION AGREEMENT
Participation/Distribution Agreement • May 3rd, 2005 • Tiaa-Cref Life Separate Account Vli-1

This AMENDMENT TO THE PARTICIPATION/DISTRIBUTION AGREEMENT (“Amendment”), dated as of November 30, 1998, between TIAA-CREF Life Insurance Company (“TCL”), for itself and on behalf of TIAA-CREF Life Separate Account VL-1 (the “Account”); TIAA-CREF Life Funds (the “Fund”), and Teachers Personal Investor Services, Inc. (the “Service Provider”) is hereby amended as of October 19, 2004, as follows:

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Credit Suisse Funds Rule 22c-2 Shareholder Information Agreement
Shareholder Information Agreement • May 2nd, 2007 • Tiaa-Cref Life Separate Account Vli-1 • New York

This Shareholder Information Agreement (the “Agreement”) is entered into as of March 1, 2007 by and between (i) Credit Suisse Asset Management Securities, Inc. (“CSAMSI”), on behalf of each of the Credit Suisse Funds, and (ii) the undersigned intermediary (“Intermediary”) with an effective date of October 16, 2007 or such earlier date as mutually agreed upon by the parties.

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INVESTMENT ADVISORY AGREEMENT FOR TIAA-CREF LIFE FUNDS
Investment Advisory Agreement • April 23rd, 2010 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT is made May 1, 2010, by and between TIAA-CREF Life Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (the “Advisor”), a Delaware corporation.

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PARTICIPATION AGREEMENT AMONG CALAMOS® ADVISORS TRUST CALAMOS® ADVISORS LLC CALAMOS® FINANCIAL SERVICES LLC and TIAA-CREF LIFE INSURANCE COMPANY
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • Massachusetts

THIS AGREEMENT, made and entered into as of this ___ day of _____ , 2006 by and among TIAA CREF Life Insurance Company(hereinafter, the “Company”), a ____________________ company, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as an “Account” and collectively as the “Accounts”), Calamos Advisors Trust, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”), Calamos Advisors LLC (hereinafter the “Adviser”), a Delaware limited liability company, and Calamos Financial Services LLC (hereinafter the “Underwriter”), Delaware limited liability company.

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ADMINISTRATIVE SERVICES AGREEMENT FOR TIAA-CREF LIFE FUNDS
Administrative Services Agreement • April 23rd, 2010 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT is made this 1st day of May, 2010 by and between TIAA-CREF Life Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (the “Administrator”), a Delaware corporation.

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AMENDMENT TO PARTICIPATION AND DISTRIBUTION AGREEMENT
Participation and Distribution Agreement • May 1st, 2006 • Tiaa-Cref Life Separate Account Vli-1

This AMENDMENT TO THE PARTICIPATION AND DISTRIBUTION AGREEMENT (“Amendment”), dated as of February 20, 2002, between TIAA-CREF Life Insurance Company (“TCL”), for itself and on behalf of TIAA-CREF Life Separate Account VLI-1 (the “Account”); TIAA-CREF Life Funds (the “Fund”), and Teachers Personal Investors Services, Inc. (the “Service Provider”) is hereby amended as of September 15, 2005, as follows:

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PARTICIPATION AGREEMENT By and Among TIAA-CREF LIFE INSURANCE COMPANY And CREDIT SUISSE TRUST And CREDIT SUISSE ASSET MANAGEMENT, LLC And CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
Participation Agreement • March 9th, 2006 • Tiaa-Cref Life Separate Account Vli-1 • New York

THIS AGREEMENT, made and entered into this day of , 2006, by and among _TIAA-CREF Life Insurance Company organized under the laws of New York (the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement as may be amended from time to time (each account referred to as the “Account”), Credit Suisse Trust, an open-end management investment company and business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”); Credit Suisse Asset Management, LLC a limited liability company organized under the laws of the State of Delaware (the “Adviser”); and Credit Suisse Asset Management Securities, Inc., a corporation organized under the laws of the State of New York (“CSAMSI”).

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WITNESSETH:
Distribution Agreement • January 31st, 2002 • Tiaa-Cref Life Separate Account Vli-1 • New York
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MFS Investment Management 111 Huntington Avenue Boston, Massachusetts 02199 T +1 617 954 5000
Tiaa-Cref Life Separate Account Vli-1 • April 28th, 2015

Reference is hereby made to the Participation Agreement by and among the Trusts, TIAA-CREF Life Insurance Company (the “Company”), and MFS Fund Distributors, Inc. (“MFD”) dated February 28th, 2006, as amended (the “Participation Agreement”). The purpose of this Letter Agreement is to confirm certain financial arrangements between MFD, the underwriter to the Trusts, and the Company in connection with the Company’s investment in the Trusts on behalf of certain separate accounts, as listed in Schedule A of the Participation Agreement.

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