INITIAL INVESTMENT AGREEMENT
Exhibit (l)(3)
INITIAL INVESTMENT AGREEMENT (the “Agreement”) made as of January 7, 2014, by and between Teachers Insurance and Annuity Association of America (“TIAA”), a corporation existing under the laws of the State of New York, and TIAA-CREF Life Funds (the “Funds”), a Delaware statutory trust.
1. TIAA hereby agrees to invest upon the commencement of operations, or as soon as practicable thereafter, the sum of $10 million ($10,000,000) in shares of the TIAA-CREF Life Balanced Fund.
2. In consideration for such investment and without deduction of any charges, the Fund shall credit TIAA with shares of each class of which TIAA shall be the owner. Such class shares will share pro rata in the investment performance of the Fund and shall be subject to the same valuation procedures and the same periodic deductions as are other shares in that same share class of the series. The value of such class shares in the Fund on the day the initial investment is made shall be the initial net asset value struck on the commencement of operations of the Fund class.
3. TIAA represents that the shares acquired under this Agreement are being, and will be, acquired for investment (and not with a view to distribution or resale to the public) and can be disposed of only by redemption.
4. Shares acquired under this Agreement will be held by TIAA for its own account until redeemed by TIAA. Amounts will be redeemed at prices equal to the respective net asset value of New Fund Class shares next determined after the Funds receive TIAA’s proper notice of redemption.
5. TIAA may purchase additional shares of the Fund classes as the parties may agree.
6. This Agreement will be construed and enforced in accordance with and governed by the provisions of the Investment Company Act of 1940 and the laws of the State of New York.
| TEACHERS INSURANCE AND | |
| ANNUITY ASSOCIATION OF AMERICA | |
| Name: | |
| Title: | |
| TIAA-CREF LIFE FUNDS | |
| Name: | |
| Title: |
