SERVICE and SUBCONTRACTING AGREEMENT

PERFORMANCE OF SERVICES AND USE OF FACILITIES & PERSONNEL

The term “Services” in this Agreement shall refer collectively to any service or provision of operational capability (including the provision of Facilities and personnel) that one party provides to the other pursuant to this Agreement.

Subject to the terms and conditions of this Agreement, TIAA agrees, to the extent requested by TSS, (i) to perform such Services for TSS as TSS determines to be reasonably necessary in the conduct of its operations, including (ii) to make available to TSS such of TIAA’s Facilities and personnel as TSS may determine to be reasonably necessary in the conduct of TSS’ operations, including without limitation personnel, data processing equipment, business property (whether owned or leased) and communications equipment.

Subject to the terms and conditions of this Agreement and to the extent requested by TIAA, TSS shall provide the following delegated administrative Services to TIAA (including on behalf of TIAA to CREF and TIAA Subsidiaries): (i) accounting and bookkeeping services, including without limitation preparation and maintenance of financial statements and reports (including without limitation annual and quarterly statements prepared on a statutory basis); (ii) treasury tasks, including without limitation cash management, banking, disbursement, and payroll processing services; (iii) tax related services; (iv) operations support and administration, including without limitation support and administration of computer systems, telecommunications and mail; (v) data processing services; (vi) maintenance of records, files and other information; (vii) legal advisory services; (viii) corporate secretarial services; (ix) actuarial advisory services; (x) personnel services, including without limitation the sharing of forms and procedures; (xi) public relations services; and (xii) recordkeeping services for retirement plans.

PERFORMANCE STANDARDS; STATUS; JUDGMENT; CONTROL.

Performance Standards. Both parties agree that in providing Services under this Agreement they shall (i) conduct themselves in accordance with all reasonable commercial and professional standards of care, diligence, and good faith, provided that such standards must be consistent with prudent management practices in the life insurance industry generally, and shall generally act in such a way as to preserve the goodwill toward the other party on the part of the general public, customers and all those having business relations with the other party and (ii) comply with all laws, regulations, rules and orders applicable to both parties. TIAA agrees at all times to provide Services to TSS and to maintain sufficient Facilities and trained personnel of the kind necessary for TSS to perform TSS’ Services under this Agreement.

Status of Personnel and Facilities. TSS shall utilize TIAA’s personnel to perform Services pursuant to this Agreement, and such personnel shall at all times remain employees of TIAA subject solely to TIAA’s direction and control, and TIAA shall alone retain full liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations. No Facility of TIAA used in performing Services for or subject to use by TSS shall be deemed to be transferred, assigned, conveyed or leased by such performance or use pursuant to this Agreement.

Exercise of Judgment in Rendering Services. In providing any Services hereunder that require the exercise of judgment by the party providing Services, that party shall perform any such Service in accordance with the standards set forth herein and any additional guidelines the party receiving Services develops and communicates to the party providing Services. In performing any Services hereunder, the party providing Services shall at all times act in a manner reasonably calculated to be in or not opposed to the best interests of the party receiving Services.

Control. The performance of Services by either party for the other party pursuant to this Agreement shall in no way impair the absolute control of the business and operations of either party by their respective Boards of Directors. The party providing Services shall act hereunder so as to assure the separate operating identity of the party receiving Services.

CHARGES: PAYMENTS.

Charges by TIAA to TSS. TSS agrees to reimburse TIAA for Services provided by TIAA to TSS pursuant to this Agreement to provide TSS with operational capability.

Charges by TSS to TIAA. For administrative Services provided by TSS to TIAA, TIAA and TSS agree that TIAA will pay to TSS compensation TIAA receives (and TSS will reimburse TIAA for disbursements it makes) relating to the provision of such Services, and TIAA will reimburse TSS for administrative Services pursuant to TIAA’s delegation of responsibility to TSS in this agreement in support of TIAA’s insurance business and the fulfillment of TIAA’s contractual obligation to provide such Services to CREF and TIAA subsidiaries.

Compliance with New York Insurance Regulation 33. The charges to each party by the other party shall include all direct and directly allocable expenses, reasonably and equitably determined to be attributable to the party receiving Services by the party providing Services, plus a reasonable charge for direct overhead, the amount of such charge for overhead to be agreed upon by the parties from time to time. Subject to New York Insurance Department Regulation No. 33, the bases for determining such charges shall be those used by the party providing Services for internal cost distribution. Such bases shall be modified and adjusted by mutual agreement where necessary or appropriate to reflect fairly and equitably the incidence of cost actually incurred by the party providing Services on behalf of the party receiving Services.

Payments. Within forty five (45) days after the end of each calendar quarter, each party shall submit to the other party a statement of the party’s actual reimbursable expenses for such prior quarter. The party receiving such a statement may request a written statement from the party submitting the statement setting forth in reasonable detail the nature of the Services rendered or expenses incurred and other relevant information to support the charge. Each reimbursable expense on the statement will be deemed reasonable unless a party obligated to pay objects within fifteen (15) days. Differences of opinion will be resolved between the parties with fifteen (15) days unless otherwise agreed between the parties. The amount of the actual apportioned expenses shall be due and payable to the party submitting the statement by the party receiving the statement within thirty (30) days of the receipt of the statement of actual apportioned expenses. Notwithstanding the foregoing, the parties may agree to payment through intercompany transfers on the general ledger.

ACCOUNTING RECORDS AND DOCUMENTS: AUDITS.

Each party shall be responsible for maintaining full and accurate books, records and accounts of all Services rendered and Facilities and Personnel used pursuant to this Agreement in such a way as to disclose clearly and accurately the nature and detail thereof, including without limitation such accounting information as is necessary to support reasonableness of charges under this Agreement and such additional information as Recipient may reasonably request for purposes of its internal bookkeeping and accounting operations. Each party shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by the other party and persons authorized by it or any governmental agency having jurisdiction over the other party during all reasonable business hours.

With respect to accounting and statistical records prepared by a party by reason of its performance under this Agreement, summaries of such records shall be delivered to the other party within thirty (30) days from the end of the quarter to which the records pertain.

In regard to the Services it provides, each party shall have the right, at its expense, to conduct an audit of the relevant books, records and accounts of the party receiving Services upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the party providing Services shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit.

Each party hereby agrees to maintain its claims, rating, underwriting, marketing, complaint, financial, and producer licensing records, and such other records, subject to examination by the superintendent of the New York Department of Financial Services, in accordance with the provisions of Regulation 152 (11 NYCRR 243) promulgated under the New York Insurance Law.

In addition to the foregoing, a computer terminal, which is linked to the electronic system that generates the electronic records that constitute the books of account of the party receiving Services, shall be kept and maintained at the principal office in New York of the party providing Services. During all normal business hours, there shall be ready availability and easy access through such terminal (either directly by New York Department of Financial Services personnel or indirectly with the aid of the employees of the party providing Services) to the electronic media used to maintain the records comprising the books of account of the party providing Services. The electronic records shall be in a readable form.

The party providing Services shall maintain format integrity and compatibility of the electronic records that constitute the books of account of the party receiving Services. If the electronic system that created such records is to be replaced by a system with which

OWNERSHIP AND CUSTODY OF RECORDS, ETC.

Each party shall be and remain the sole owner of its respective records, books, documents, correspondence, papers and files, including without limitation business and corporate records, regardless of the use or possession by either party of the other party’s records. All records, books, documents, correspondence, papers and files established, received and/or maintained by a party by reason of its performance of the Services under this Agreement shall be deemed the property of the party receiving Services, shall be subject to examination by the party receiving Services and persons authorized by it at all times, and copies thereof shall be delivered to the party receiving Services at least quarterly. All such records, books, documents, correspondence, papers and files shall be promptly transferred to the party receiving Services by the party providing Services upon termination of this Agreement at the expense of the party providing Services.

With respect to any documentation received by the party providing Services that would otherwise be held by the party receiving Services and that may be obtained by the party providing Services in performing its duties under this Agreement. The party providing Services shall deliver to the party receiving Services such documentation within thirty (30) days of receipt, except where continued custody of such original documentation by the party providing Services is necessary to the performance of Services hereunder.

CONFIDENTIALITY.

The parties mutually agree that they shall treat all information, documentation, knowledge and data about the other party and any Personal Information (as defined below) that is received, amassed, obtained or developed by one party in connection with the provision or receipt of Services hereunder shall, unless specifically designated otherwise, as proprietary and confidential information of the party providing the information (“Confidential Information”).    The parties further agree to use Confidential Information solely to render or receive the Services provided hereunder, to hold it in strict confidence and not to disclose to any third party unless written authorization to make such disclosure has been given by the appropriate party and such third party is bound by the same confidentiality restrictions hereunder, or unless required by a lawful order of a governmental or judicial entity. The parties further agree that any Confidential Information shall continue to be treated as proprietary and confidential information for

The parties agree that the requirement of confidentiality under this Agreement also applies to their respective employees (if any) and agents.

The parties agree that, as between them, information that identifies or relates to a person and is subject to privacy laws, regulations or restrictions (“Personal Information”) shall remain confidential while in the custody of party receiving the information. Except for Personal Information, information that is already in the public domain through no act or omission of receiving party shall be deemed not to be confidential information.

SAFEGUARDING PERSONAL INFORMATION.

STANDARD OF CARE.

RIGHT TO CONTRACT WITH THIRD PARTIES.

COOPERATION.

TERMINATION.

SETTLEMENT ON TERMINATION.

MEDIATION; ARBITRATION.

Each party hereby consents to mandatory mediation of any disputes or differences with respect to the operation or interpretation of this Agreement on which an amicable understanding cannot be reached. The president of each party shall designate an individual mediator, and the two designated mediators will select a third, neutral mediator, and the three mediators will establish the procedures for mediation.

Any such dispute or difference on which an amicable understanding cannot be reached and that cannot be resolved pursuant to mediation as provided for in paragraph (a) above shall be decided by arbitration. The arbitrators are empowered to decide all questions or issues and shall be free to reach their decision from the standpoint of equity and customary practices of the insurance industry rather than from that of strict legal principles.

The court of arbitration shall be held in New York, New York and shall consist of three (3) arbitrators, who must be officers of life insurance companies other than the parties to this Agreement, their affiliates or subsidiaries: Service Provider shall appoint one arbitrator and Recipient the second. Such arbitrators shall then select the third arbitrator before arbitration commences. Should one of the parties decline to appoint an arbitrator or should the two arbitrators be unable to agree upon the choice of a third, such appointment shall be left to the President of the American Council of Life Insurance.

Decisions of the arbitrators shall be by majority vote, and from their written decision there shall be no appeal. The cost of arbitration, including the fees of the arbitrators, shall be borne by the losing party unless the arbitrators shall otherwise decide.

CONTACT PERSON (S).

NOTICE.

WAIVER.

CONFLICT WITH LAW.

NO THIRD PARTY BENEFICIARIES.

INDEPENDENT CONTRACTOR.

ASSIGNMENT.

HEADINGS AND APPENDIX.

ENTIRE AGREEMENT.

AMENDMENT.

COUNTERPARTS.

GOVERNING LAW.

If to Teachers Insurance and Annuity Association of America

If to TIAA Shared Services, LLC.