EXHIBIT (d)
AMENDMENT TO THE INVESTMENT MANAGEMENT
AGREEMENT FOR TIAA-CREF LIFE FUNDS
AMENDMENT, dated September 3, 2002, to the Investment Management Agreement
dated November 30, 1998 (the "Agreement"), as amended, by and between TIAA-CREF
Life Funds (the "Fund") and Teachers Advisors, Inc. ("Advisors").
WHEREAS, the Fund currently consists of five series, currently known as
the Stock Index Fund, Growth Equity Fund, Growth & Income Fund, International
Equity Fund and Social Choice Equity Fund;
WHEREAS, the Fund has established three additional series as of the date
hereof, which shall be known as the Large-Cap Value Fund, the Small-Cap Equity
Fund, and the Real Estate Securities Fund;
WHEREAS, Advisors is willing to provide or arrange to provide overall
management of the Fund and the Funds, including the three additional series; and
WHEREAS, Advisors is willing to decrease the fees it receives for overall
management of the currently existing Funds;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Fund and Advisors hereby agree as follows:
1. Section 3(a) of the Agreement shall be amended to read as follows:
For the services rendered, the facilities furnished and expenses assumed
by Advisors, the Fund shall pay to Advisors at the end of each calendar month a
fee calculated as a percentage of the average value of the net assets each day
for each Fund during that month at the following annual rates:
Large-Cap Value Fund 0.24%
Small-Cap Equity Fund 0.10%
Real Estate Securities Fund 0.25%
Growth Equity Fund 0.25%
Growth & Income Fund 0.23%
International Equity Fund 0.29%
Stock Index Fund 0.06%
Social Choice Equity Fund 0.07%
IN WITNESS WHEREOF, the Fund and Advisors have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers on the day and year first written above.
TIAA-CREF LIFE FUNDS
By: Xxxxxx X. Xxxx, III Attest: Xxxx X. Xxxxxx
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Title: Senior Counsel and Assistant Secretary
TEACHERS ADVISORS, INC.
By: Xxxxx X. Xxxxx Attest: Xxxx X. Xxxxxx
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Title: Executive Vice President Title: Senior Counsel and Assistant Secretary
