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Exhibit 99.d
INVESTMENT MANAGEMENT AGREEMENT
FOR TIAA-CREF LIFE FUNDS
THIS AGREEMENT is made this 30th day of November, 1998, by and between
TIAA-CREF Life Funds (the "Fund"), a Delaware business trust, and Teachers
Advisors, Inc. ("Advisors"), a Delaware corporation.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and currently consists of one series (known as the Stock Index Fund) (the
"Current Fund"), and may consist of additional series in the future
(collectively, with the Current Fund, the "Funds");
WHEREAS, Advisors is engaged principally in the business of rendering
investment management services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Fund desires to retain Advisors to provide or to arrange
to provide overall management of the Fund and the Funds, including, but not
limited to, investment management, custody, transfer agency, dividend
disbursing, legal, accounting, and administrative services, in the manner and on
the terms and conditions set forth in this Agreement; and
WHEREAS, Advisors is willing to provide or to arrange to provide
overall management of the Fund and the Funds, including, but not limited to,
investment management, custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services, in the manner and on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Fund and Advisors hereby agree as follows:
1. Duties of Advisors.
(a) Generally.
(i) The Fund hereby engages Advisors to act as the
Fund's general manager to provide or to arrange to provide directly or through
third parties, investment management, custody, transfer agency, dividend
disbursing, legal, accounting, and administrative services to each Fund; and to
provide or to arrange to provide the above services subject to the supervision
of the board of trustees of the Fund (the "Board"), for the period and on the
terms and conditions set forth in this Agreement. Advisors hereby accepts such
engagement and agrees during such period, at its own expense, to provide or to
arrange to provide such investment advisory and general management services and
to assume the obligations set forth in this Agreement for the compensation
provided for herein.
(ii) Subject to the provisions of the 1940 Act and
the Advisers Act, Advisors may retain any affiliated or unaffiliated parties
including, but not limited to, investment
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adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s),
dividend-disbursing agent(s), attorney(s), and accountant(s) to perform any or
all of the services set forth in this Agreement (any such party is hereafter
referred to as a "Service Provider"). Advisors shall provide the Fund with
reasonable notice of its intention to retain each such Service Provider and
shall not retain a Service Provider if, within 10 days after Advisors provides
such notice to the Fund with respect to such Service Provider, the Fund notifies
Advisors of its disapproval of such Service Provider.
(iii) Advisors and each Service Provider shall, for
all purposes herein, be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund or a Fund in any way or otherwise be deemed an agent of the
Fund or a Fund.
(iv) Advisors shall, for purposes of this Agreement,
have and exercise full investment discretion and authority to act as agent for
the Fund in buying, selling or otherwise disposing of or managing the Fund's
investments, directly or through sub-advisers, subject to supervision by the
Board.
(v) Advisors and each Service Provider shall be
subject to: (1) the restrictions of the Declaration of Trust Fund, as amended
from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3)
the statements relating to the Funds' investment objectives, investment policies
and investment restrictions as set forth in the currently effective (and as
amended from time to time) registration statement of the Fund (the "registration
statement") under the Securities Act of 1933, as amended (the "1933 Act") and
the 1940 Act; and (4) any applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code").
(b) Investment Advisory Services.
(i) Advisors shall provide the Fund directly or
through sub-advisers with such investment research, advice and supervision as
the Fund may from time to time consider necessary for the proper management of
the assets of each Fund, shall furnish continuously an investment program for
each Fund, shall determine which securities or other investments shall be
purchased, sold or exchanged and what portions of each Fund shall be held in the
various securities or other investments or cash, and shall take such steps as
are necessary to implement an overall investment plan for each Fund, including
providing or obtaining such services as may be necessary in managing, acquiring
or disposing of securities, cash or other investments.
(ii) The Fund has furnished or will furnish Advisors
(who is authorized to furnish any Service Provider) with copies of the Fund's
registration statement, and Declaration of Trust, as currently in effect and
agrees during the continuance of this Agreement to furnish Advisors with copies
of any amendments or supplements thereto before or at the time
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the amendments or supplements become effective. Advisors and each Service
Provider will be entitled to rely on all documents furnished by the Fund.
(iii) Advisors shall take, on behalf of each Fund,
all actions which it deems necessary to implement the investment policies of
such Fund, and in particular, to place all orders for the purchase or sale of
portfolio investments for the account of each Fund with brokers, dealers,
futures commission merchants or banks selected by Advisors. Advisors also is
authorized as the agent of the Fund to give instructions to any Service Provider
serving as custodian of the Fund as to deliveries of securities and payments of
cash for the account of each Fund. In selecting brokers or dealers and placing
purchase and sale orders with respect to assets of a Fund, Advisors is directed
at all times to seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the current registration
statement. Subject to this requirement and the provisions of the 1940 Act, the
Advisers Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and other applicable provisions of law, Advisors may select brokers or dealers
that are affiliated with Advisors or the Fund.
(iv) In addition to seeking the best price and
execution, Advisors may also take into consideration research and statistical
information, wire, quotation and other services provided by brokers and dealers
to Advisors. Advisors is also authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if Advisors determines in good faith that such amount of commission
is reasonable in relation to the value of the brokerage, research and other
services provided by such broker or dealer, viewed in terms of either that
particular transaction or Advisors's overall responsibilities with respect to
each Fund. The policies with respect to brokerage allocation, determined from
time to time by the Board are those disclosed in the currently effective
registration statement. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this Agreement or
otherwise. Advisors will periodically evaluate the statistical data, research
and other investment services provided to it by brokers and dealers. Such
services may be used by Advisors in connection with the performance of its
obligations under this Agreement or in connection with other advisory or
investment operations including using such information in managing its own
accounts.
(v) As part of carrying out its obligations to manage
the investment and reinvestment of the assets of each Fund consistent with the
requirements under the 1940 Act, Advisors shall:
(1) Perform research and obtain and
analyze pertinent economic,
statistical, and financial data
relevant to the investment policies
of each Fund as set forth in the
Fund's registration statement;
(2) Consult with the Board and furnish
to the Board recommendations with
respect to an overall investment
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strategy for each Fund for approval,
modification, or rejection by the
Board;
(3) Seek out and implement specific
investment opportunities, consistent
with any investment strategies
approved by the Board;
(4) Take such steps as are necessary to
implement any overall investment
strategies approved by the Board for
each Fund, including making and
carrying out day-to-day decisions to
acquire or dispose of permissible
investments, managing investments
and any other property of the Fund,
and providing or obtaining such
services as may be necessary in
managing, acquiring or disposing of
investments;
(5) Regularly report to the Board with
respect to the implementation of any
approved overall investment strategy
and any other activities in
connection with management of the
assets of each Fund;
(6) Maintain all required accounts,
records, memoranda, instructions or
authorizations relating to the
acquisition or disposition of
investments for each Fund and the
Fund;
(7) Furnish any personnel, office space,
equipment and other facilities
necessary for the operation of each
Fund as contemplated in this
Agreement;
(8) Provide the Fund with such
accounting or other data concerning
the Fund's investment activities as
shall be necessary or required to
prepare and to file all periodic
financial reports or other documents
required to be filed with the
Securities and Exchange Commission
and any other regulatory entity;
(9) Assist in determining each business
day the net asset value of the
shares of each Fund in accordance
with applicable law; and
(10) Enter into any written investment
advisory or investment sub-advisory
contract with another affiliated or
unaffiliated party, subject to any
approvals required by Section 15 of
the 1940 Act, pursuant to which such
party will carry out some or all of
Advisors's responsibilities (as
specified in
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such investment advisory or
investment sub-advisory contract)
listed above.
(c) General Management Services. Advisors shall provide or
arrange to provide all custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services necessary for the operation of the Fund,
including, without limitation, the following services:
(i) Custody services including, but not limited to:
(1) placing and maintaining each Fund's
securities, cash or other
investments pursuant to the
requirements of Section 17(f) of the
1940 Act and the rules thereunder;
(2) holding and segregating for the
Fund's account, all of the Fund's
assets, including securities that
the Fund desires to be held in
places within the United States
("domestic securities") or in places
outside the United States ("foreign
securities");
(3) releasing and delivering domestic
securities owned by the Fund only
upon receipt of instructions from
persons and by means authorized by
the Board;
(4) assuring that all domestic
securities held are registered in
the name of the Fund or in the name
of any nominee of the Fund or of any
nominee of Advisors or any Service
Provider acting as custodian which
nominee shall be assigned
exclusively to the Fund, unless the
Fund has provided written
authorization to use a nominee not
meeting the above requirement;
(5) maintaining a separate bank
account(s) in the United States in
the name of the Fund, and holding
all cash received by it from or for
the account of the Fund in such
account;
(6) collecting on a timely basis all
income and other payments with
respect to securities to which the
Fund shall be entitled either by law
or pursuant to custom in the
securities business;
(7) paying out monies of the Fund upon
receipt of instructions from persons
and by means authorized by the
Board;
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(8) appointing or removing, in its
discretion, any other entity
qualified under the 1940 Act to act
as a custodian, as its agent to
carry out any custody duties so long
as such other entity is approved by
the Board;
(9) employing, in the discretion of
Advisors or a Service Provider
employed by Advisors, other parties
as sub-close custodians for the
Fund's domestic securities or
foreign securities. With respect to
the Fund's foreign securities, if
any, such employment shall be
effected and such foreign securities
shall be maintained in accordance
with the provisions of Rule 17f-5
under the 1940 Act, as such
provisions may be amended from time
to time, provided that Advisors or a
Service Provider employed by
Advisors shall furnish annually to
the Fund, information concerning the
Service Provider or sub-custodians
employed by Advisors or other
Service Provider;
(10) creating and maintaining all records
relating to its activities and
obligations under any contract
relating to the Fund or a Fund
thereof in accordance with the
provisions of Section 31 of the 1940
Act and Rules 31a-1 and 31a-2 under
the 1940 Act. Such records shall be
the property of the Fund and shall
at all times during the regular
business hours of Advisors (or
separate Service Provider acting as
custodian) be open for inspection by
duly authorized officers, employees
or agents of the Fund and employees
and agents of the Securities and
Exchange Commission; and
(11) performing or arranging for the
performance of any other usual
duties and functions of a custodian
for a registered investment company;
(ii) Transfer agency services, including, but not
limited to:
(1) receiving for acceptance, orders for
the purchase of Fund shares, and
promptly delivering payment and
appropriate documentation thereof to
Advisors or any Service Provider
acting as custodian;
(2) issuing, pursuant to purchase
orders, the appropriate number of
the Fund's shares and holding such
shares in the appropriate account;
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(3) receiving for acceptance redemption
requests and redemption directions
and delivering the appropriate
documentation to Advisors or any
Service Provider acting as
custodian;
(4) effecting transfers of Fund shares
by the registered owners thereof
upon receipt of appropriate
instructions;
(5) preparing and transmitting payments
for dividends and distributions
declared by the Fund;
(6) maintaining records of accounts for
shareholders and advising the Fund
and its shareholders as to the
foregoing;
(7) recording the issuance of shares of
the Fund and maintaining pursuant to
Rule 17Ad-10(e) under the 1934 Act a
record of the total number of shares
of the Fund that are authorized,
based upon data provided by the
Fund, and issued and outstanding;
and
(8) performing or arranging for the
performance of any other customary
services of a transfer agent or
dividend-disbursing agent for a
registered investment company;
(iii) The calculation of the net asset value of each
Fund and the net asset value per share of each class of shares at such times and
in such manner as specified in the Fund's current registration statement and at
such other times upon which the parties hereto may from time to time agree;
(iv) The creation and maintenance of such records
relating to the business of the Fund as the Fund may from time to time
reasonably request;
(v) Portfolio accounting services to maintain the
portfolio accounting records for each Fund;
(vi) The preparation of all federal, state, and local
tax returns and reports relating to each Fund;
(vii) The preparation, filing and arranging for the
distribution of proxy materials and periodic reports to shareholders of each
Fund;
(viii) The preparation and filing of the Fund's
registration statements and other documents with the Securities and Exchange
Commission and other federal and state regulatory authorities as may be required
by applicable law;
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(xiv) The preparation and filing of state
registrations of the Fund's shares; and
(x) Other services for the ordinary operation of the
Fund.
Advisors may contract with qualified Service Providers for the provision of any
of the services necessary for the operation of the Fund as described in this
Section (c). Where Advisors engages separate Service Providers, Advisors shall
also, on behalf of the Fund, coordinate the activities of such Service
Providers, as well as other agents, attorneys, brokers and dealers, insurers,
sub-advisers and such other persons in any such other capacity deemed to be
necessary or desirable. Advisors shall make reports to the Board of its
performance hereunder and shall furnish advice and recommendations with respect
to such other aspects of the business and affairs of the Fund as the Board or
Advisors shall consider desirable.
2. Allocation of Charges and Expenses.
(a) Advisors.
(i) Advisors assumes the expense of and shall pay for
maintaining the staff and personnel necessary to perform its obligations under
this Agreement, and shall at its own expense provide the office space, equipment
and facilities that it is obligated to provide under this Agreement, and shall
pay all compensation of officers of the Fund and all trustees of the Fund who
are affiliated persons of Advisors, except as otherwise specified in this
Agreement.
(ii) Except for those expenses assumed by the Fund as
provided in Section 2(b) below, Advisors shall bear all of the Fund's expenses
including, but not limited to: custodian fees; transfer agent fees; pricing
costs (including the daily calculation of net asset value); portfolio accounting
service fees; ordinary legal fees (except extraordinary litigation expenses);
expenses of shareholders' and/or trustees' meetings; bookkeeping expenses
related to shareholder accounts; cost of printing and mailing shareholder
reports and proxy statements; costs of printing and mailing registration
statements and updated prospectuses to current shareholders; costs in connection
with the registration of the Fund's shares with federal and state securities
authorities and the continued qualification of the Fund's shares for sale;
expenses of all audits by the Fund's independent accountants, costs of filing
reports with regulatory bodies; costs of the maintenance of the Fund's fidelity
bond required by Section 17(g) of the 1940 Act, or other insurance premiums; and
the fees of any trade association of which the Fund is a member.
(iii) Advisors agrees that neither it nor any Service
Provider will make any separate charge to any shareholder or his individual
account for any services rendered to
said shareholder or the Fund unless such charge for special services is
specifically approved by the Board including a majority of the directors who are
not "interested persons" (as such term is defined in the 0000 Xxx) of Advisors.
No special charge will be levied retroactively or without appropriate notice to
affected shareholders.
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(b) The Fund. The Fund assumes and shall pay or cause to be
paid the following expenses of the Fund, including, without limitation:
compensation of Advisors under this Agreement; fees and expenses of trustees who
are not "interested persons" (as such term is defined in the 0000 Xxx) of the
Fund (the "disinterested trustees"); brokerage commissions, dealer markups and
other expenses incurred in the acquisition or disposition of any securities or
other investments; costs, including the interest expense, of borrowing money;
taxes; and extraordinary expenses (including extraordinary litigation expenses
and extraordinary consulting expenses).
3. Compensation of Advisors.
(a) 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:
Stock Index Fund...........................................0.30%
(b) Advisors's fee shall be accrued daily proportionately at
1/365th (1/366th for a leap year) of the applicable annual rate set forth above.
For the purpose of accruing compensation, the net assets of each Fund shall be
determined in the manner and on the dates set forth in the Declaration of Trust
or the current registration statement of the Fund and, on days on which the net
assets are not so determined, the net asset value computation to be used shall
be as determined on the immediately preceding day on which the net assets were
determined.
(c) In the event of termination of this Agreement, all
compensation due through the date of termination will be calculated on a
pro-rated basis through the date of termination and paid within fifteen business
days of the date of termination.
(d) During any period when the determination of net asset
value is suspended, the net asset value of a Fund as of the last business day
prior to such suspension shall for this purpose be deemed to be the net asset
value at the close of each succeeding business day until it is again determined.
4. Limitation of Liability of Advisors. Advisors shall not be liable
for any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the management of the Fund, except for
(i) willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties
hereunder, and (ii) to the extent specified in section 36(b) of the 1940 Act
concerning loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation.
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5. Activities of Advisors.
(a) The services of Advisors are not deemed to be exclusive,
and Advisors is free to render services to others, so long as Advisors's
services under this Agreement are not impaired. It is understood that trustees,
officers, employees and shareholders of the Fund are or may become interested
persons of Advisors, as directors, officers, employees and shareholders or
otherwise, and that directors, officers, employees and shareholders of Advisors
are or may become similarly interested persons of the Fund, and that Advisors
may become interested in the Fund as a shareholder or otherwise.
(b) It is agreed that Advisors may use any supplemental
investment research obtained for the benefit of the Fund in providing investment
advice to its other investment advisory accounts. Advisors or its affiliates may
use such information in managing their own accounts. Conversely, such
supplemental information obtained by the placement of business for Advisors or
other entities advised by Advisors will be considered by and may be useful to
Advisors in carrying out its obligations to the Fund.
(c) Nothing in this Agreement shall preclude the aggregation
of orders for the sale or purchase of securities or other investments by two or
more Funds of the Fund or by the Fund and other mutual funds, separate accounts,
or other accounts (collectively, "Advisory Clients") managed by Advisors,
provided that:
(i) Advisors' actions with respect to the aggregation
of orders for multiple Advisory Clients, including the Fund, are consistent with
the then-current positions in this regard taken by the Securities and Exchange
Commission or its staff through releases, "no-action" letters, or otherwise; and
(ii) Advisors' policies with respect to the
aggregation of orders for multiple Advisory Clients have been previously
submitted and approved by the Board of Trustees of the Fund.
Neither Advisors, nor any of its directors, officers, or personnel, nor any
person, firm, or corporation controlling, controlled by, or under common control
with it shall act as a principal or receive any commission as agent in
connection with the purchase or sale of assets for a Fund, except as may be
permitted under applicable law.
6. Books and Records.
(a) Advisors hereby undertakes and agrees to maintain, in the
form and for the period required by Rule 31a-2 and, if the Fund adds a money
market account, Rule 2a-7 under the 1940 Act, all records relating to the Fund's
investments that are required to be maintained by the Fund pursuant to the
requirements of Rule 31a-1 and Rule 2a-7 of the 1940 Act.
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(b) Advisors agrees that all books and records which it or any
other Service Provider maintains for the Fund are the property of the Fund and
further agrees to surrender promptly to the Fund any such books, records or
information upon the Fund's request. All such books and records shall be made
available, within five business days of a written request, to the Fund's
accountants or auditors during regular business hours at Advisors's offices. The
Fund or its authorized representative shall have the right to copy any records
in the possession of Advisors or a Service Provider that pertain to the Fund.
Such books, records, information or reports shall be made available to properly
authorized government representatives consistent with state and federal law
and/or regulations. In the event of the termination of this Agreement, all such
books, records or other information shall be returned to the Fund free from any
claim or assertion of rights by Advisors.
(c) Advisors further agrees that it will not disclose or use
any records or information obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement and that it will keep
confidential any information obtained pursuant to this Agreement and disclose
such information only if the Fund has authorized such disclosure, or if such
disclosure is required by federal or state regulatory authorities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall not become effective unless and until
it is approved by the Board, including a majority of trustees who are not
parties to this Agreement or interested persons of any such party, and by the
vote of a majority of the outstanding voting shares of each Fund. This Agreement
shall come into full force and effect on the date which it is so approved,
provided that it shall not become effective as to any subsequently created Fund
until it has been approved by the Board specifically for such Fund. As to each
Fund, the Agreement shall continue in effect for two years from the date on
which it becomes effective and shall thereafter continue in effect from year to
year so long as such continuance is specifically approved for such Fund at least
annually by: (i) the Board, or by the vote of a majority of the outstanding
votes attributable to the shares of such Fund; and (ii) a majority of those
trustees who are not parties to this Agreement or interested persons of any such
party cast in person at a meeting called for the purpose of voting on such
approval.
(b) This Agreement may be terminated at any time as to any
Fund or to all Funds, without the payment of any penalty, by the Board or by
vote of a majority of the outstanding votes attributable to the shares of the
applicable Fund, or by Advisors, on 60 days written notice to the other party.
If this Agreement is terminated only with respect to one or more, but less than
all, of the Funds, or if a different adviser is appointed with respect to a new
Fund, the Agreement shall remain in effect with respect to the remaining
Fund(s).
(c) This Agreement shall automatically terminate in the event
of its assignment.
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8. Amendments of this Agreement. This Agreement may be amended as to
each Fund by the parties only if such amendment is specifically approved by (i)
the vote of a majority of outstanding votes attributable to the shares of the
Fund, and (ii) a majority of those trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
9. Definitions of Certain Terms. The terms "assignment," "affiliated
person," and "interested person," when used in this Agreement, shall have the
respective meanings specified in the 1940 Act. The term "majority of the
outstanding votes" attributable to the shares of a Fund means the lesser of (a)
67% or more of the votes attributable to such Fund present at a meeting if the
holders of more than 50% of such votes are present or represented by proxy, or
(b) more than 50% of the votes attributable to shares of the Fund.
10. Governing Law. This Agreement shall be construed in accordance with
laws of the State of New York, and applicable provisions of the 1940 Act, the
Advisers Act, and the 1934 Act.
11. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
be deemed one instrument.
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13. Notices. All notices and other communications provided for
hereunder shall be in writing and shall be delivered by hand or mailed first
class, postage prepaid, addressed as follows:
(a) If to the Fund -
TIAA-CREF Life Funds
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
(b) If to Advisors -
Teachers Advisors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxx
or to such other address as the Fund or Advisors shall designate by written
notice to the other.
14. No Liability of Shareholders. This Agreement is executed by the
Trustees of the Fund, not individually, but rather in their capacity as Trustees
under the Declaration of Trust made August 13, 1998, as amended. None of the
shareholders of the Fund, Trustees, officers, employees, or agents of the Fund
shall be personally bound or liable under this Agreement, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
hereunder but only to the property of the Fund and, if the obligation or claim
relates to the property held by the Fund for the benefit of one or more but
fewer than all Funds, then only to the property held for the benefit of the
affected Fund.
15. Miscellaneous. Captions in this Agreement are included for
convenience or reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
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IN WITNESS WHEREOF, the Fund and Advisors have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers on the day and year first above written.
TIAA-CREF LIFE FUNDS
By: /s/ Xxxxxx X. Xxxxx Attest:/s/ Xxxx X. Xxxxxx
------------------------------------ -----------------------
Xxxxxx X. Xxxxx
Chairman of the Board and President Title: Assistant Secretary
-----------------------
TEACHERS ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxx Attest:/s/ Xxxx X. Xxxxxx
------------------------------------ -----------------------
Xxxxx X. Xxxxx
Executive Vice President Title: Assistant Secretary
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[TIAA CREF LOGO]
WAIVER
Continuation of Exhibit 99.d
November 30, 1998
The Board of Trustees
TIAA-CREF Life Funds
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
This is to inform you that Teachers Advisors, Inc.
("Advisors") has voluntarily chosen to waive a portion of the fee it is
otherwise entitled to receive for managing the assets of TIAA-CREF Life Funds
(the "Fund") under the Investment Management Agreement dated November 30, 1998,
by and between the Fund and Advisors. The waiver shall operate from the date of
this letter until we notify you otherwise in writing. The waiver will be based
on an effective annual rate of twenty-three one-hundredths of one percent
(0.23%) of the net assets of The Stock Index Fund portfolio with the result that
the fee due to Advisors during the covered period shall be based on an effective
annual rate of .07%
We will provide you with not less than 30 days written notice
if we determine to modify or terminate this waiver, unless it is otherwise
agreed by you and us.
Sincerely,
TEACHERS ADVISORS, INC.
By:/s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx
Executive Vice President
TEACHERS ADVISORS, INC.
