SEED MONEY AGREEMENT
--------------------
SEED MONEY AGREEMENT (the "Agreement") made as of this 29th
day of February, 2000 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 ("Life Funds"), a Delaware Business
Trust.
1. TIAA hereby agrees to invest in the Growth Equity, Growth &
Income, International Equity, and Social Choice Equity funds of the Life Funds
(the "New Funds") the sum of $175,000,000 on March 1, 2000 or as soon thereafter
as practicable, divided as follows:
Growth Equity - $50,000,000
Growth & Income - $50,000,000
International Equity - $50,000,000
Social Choice Equity - $25,000,000
2. In consideration for such investment and without deduction
of any charges, the Life Funds shall credit TIAA with such shares, of which TIAA
shall be the owner, in each of the New Funds in such amounts as shall be
mutually agreed upon. Such shares will share pro rata in the investment
performance of each New Fund and shall be subject to the same valuation
procedures and the same periodic deductions as are other shares in that fund.
The value of such shares in each New Fund 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 fund next
determined after the Life Funds receive TIAA's proper notice of redemption.
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5. TIAA may purchase, and the Life Funds may issue, additional
shares of the New Funds 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. Xxxxx
----------------------------
Executive Vice President
TIAA-CREF LIFE FUNDS
By /s/ Xxxxxx X. Xxxx, III
----------------------------
President
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
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
