AMENDMENT TO THE INVESTMENT MANAGEMENT
AGREEMENT FOR TIAA-CREF LIFE FUNDS
AMENDMENT, dated February 29, 2000, to the Investment Management
Agreement dated November 30, 1998 (the "Agreement), by and between TIAA-CREF
Life Funds (the "Fund") and Teachers Advisors, Inc. ("Advisors").
WHEREAS, the Fund has established four additional series as of the date
hereof, which shall be known as the Growth Equity Fund, the Growth & Income
Fund, the International Equity Fund, and the Social Choice Equity Fund; and
WHEREAS, Advisors is willing to provide or arrange to provide overall
management of the Fund and the Funds, including the four additional series;
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:
Growth Equity Fund................................................0.46%
Growth & Income Fund..............................................0.44%
International Equity Fund ........................................0.53%
Stock Index Fund..................................................0.30%
Social Choice Equity Fund.........................................0.39%
2. Section 13 of the Agreement shall be amended to provide that all
notices or other communications provided for under the Agreement delivered to
the Fund shall be to the attention of Xxxxxx X. Xxxx III, and all notices or
other communications provided for under the Agreement delivered to Advisors
shall be to the attention of Xxxxx X. Xxxxx.
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: /s/ Xxxxxx X. Xxxx, III Attest: Xxxxxxx X. Xxxxxx
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Title: President Title: Assistant Secretary
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TEACHERS ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxx Attest: Xxxxxxx X. Xxxxxx
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Title: Executive Vice President Title: Assistant Secretary
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[TIAA Teachers Insurance and Annuity Association
CREF College Retirement Equities Fund
logo]
000 Xxxxx Xxxxxx/Xxx Xxxx, XX 00000-0000
000 000-0000
February 29, 2000
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 fees it is otherwise entitled to
receive for managing the assets of each portfolio of the TIAA-CREF Life Funds
(the "Fund") under the Investment Management Agreement dated November 30, 1998,
as amended, by and between the Fund and Advisors.
The waiver for the Growth Equity Fund will be based on an effective
annual rate of 0.21% of the net assets of the Growth Equity Fund portfolio with
the result that the fee due to Advisors during the covered period shall be based
on an effective annual rate of 0.25%.
The waiver for the Growth & Income Fund will be based on an effective
annual rate of 0.21% of the net assets of the Growth & Income Fund portfolio
with the result that the fee due to Advisors during the covered period shall be
based on an effective annual rate of 0.23%.
The waiver for the International Equity Fund will be based on an
effective annual rate of 0.24% of the net assets of the International Equity
Fund portfolio with the result that the fee due to Advisors during the covered
period shall be based on an effective annual rate of 0.29%.
The waiver for the Stock Index Fund will be based on an effective
annual rate of 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 0.07%.
The waiver for the Social Choice Equity Fund will be based on an
effective annual rate of 0.21% of the net assets of the Social Choice Equity
Fund portfolio with the result that the fee due to Advisors during the covered
period shall be based on an effective annual rate of 0.18%.
Teachers Advisors, Inc.
Page 2
The waiver shall continue to operate until April 1, 2003.
Sincerely,
TEACHERS ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Executive Vice President
Teachers Advisors, Inc.
