EXHIBIT (l)(2)
SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made as of this 1st day of August,
2002 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 ("Mutual Funds"), a Delaware Business Trust.
1. TIAA hereby agrees to invest in the Mutual Funds the sum of
$60,000,000 on September 3rd or as soon thereafter as practicable.
2. In consideration for such investment and without deduction of any
charges, the Mutual Funds shall credit TIAA with such shares, of which TIAA
shall be the owner, in each Series of the Mutual Funds in such amounts as shall
be mutually agreed upon. Such shares will share pro rata in the investment
performance of each Series and shall be subject to the same valuation procedures
and the same periodic deductions as are other shares in that Series. The value
of such shares in each series on the day the initial investment is made shall be
$10.00.
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 Mutual
Funds next determined after the Mutual Funds receives TIAA's proper notice of
redemption.
5. TIAA may purchase, and the Mutual Funds 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
TIAA-CREF LIFE FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, III
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