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EXHIBIT 99.L
SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made this 30th day of November,
1998 by and between Teachers Insurance and Annuity Association of America
("TIAA"), a nonprofit corporation existing under the laws of the State of New
York, and TIAA-CREF Life Funds (the "Fund"), a segregated investment account of
TIAA.
1. TIAA hereby agrees to invest in the Fund the sum of $25,000,000 on
December 1st or as soon thereafter as practicable.
2. In consideration for such investment and without deduction of any
charges, the Fund shall credit TIAA with such shares, of which TIAA shall be the
owner, of the Stock Index Fund of the Fund in such amounts as shall be mutually
agreed upon. Such shares will share pro rata in the investment performance of
the Stock Index Fund and shall be subject to the same valuation procedures and
the same periodic deductions as are other shares in that portfolio. The value of
such shares on the day the initial investment is made shall be $25.00.
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 shares of the applicable series of the Fund
next determined after
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the Fund receives TIAA's proper notice of redemption.
5. TIAA may purchase, and the Fund may issue, additional shares 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
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Senior Vice President and
Chief Counsel, Investments
TIAA-CREF LIFE FUNDS
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman of the Board
and President
