0001193125-06-049644 Sample Contracts

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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.

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”).

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.

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”).

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”).

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.

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”).

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”)

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.

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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