UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TIAA-CREF LIFE FUNDS

(Name of Registrant as Specified in itsIn Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

Payment of Filing Fee (Check the appropriate box):

IMPORTANT VOTING

INFORMATION

TIAA-CREF LIFE FUNDS

SPECIAL SHAREHOLDER MEETING  n  March 23, 2010

Please read this material carefully before providing voting instructions.

Dear Variable Contract Holders with Allocations toImportant Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders of the TIAA-CREF Life Funds:

On March 23, 2010, the TIAA-CREF Life Funds (the “Life Funds”) will hold a special meeting of the shareholders of each of its ten series: Growth Equity Fund Growth & Income Fund, International Equity Fund, Large-Cap Value Fund, Small-Cap Equity Fund, Stock Index Fund, Social Choice Equity Fund, Real Estate Securities Fund, Bond Fund and Money Market Fund (each,(the “Fund”)

[_______], 2021

Although it is recommended that you read the complete Proxy Statement, for your convenience, a “Fund,” and collectively, the “Funds”). The purpose of this meeting is to consider and vote on a proposed new investment advisory agreement (the “Agreement”) with Teachers Advisors, Inc. (the “Advisor”), the current investment adviser to eachbrief overview of the Funds. As an owner of a variable annuity or variable life contract with contract values allocatedproposal to one or more of the Funds, you are entitled to provide voting instructionsbe voted on is provided below.

Q. Why am I receiving this proposal. Details and instructions for providing voting instructions are enclosed. As President of both the Life Funds and the Advisor, I urge you to read this information carefully and to provide voting instructions for this proposal.

The Board of Trustees of the Life Funds unanimously approved the new Agreement and recommends that you vote“FOR” the proposed Agreement, which will ultimately change and increase each Fund’s fee and expense structure. This letter and the related materials are meant to help you understand the context and rationale for this new Agreement.

Since the Funds were established, the Advisor has been committed to providing high-quality investment management services while remaining a low-cost provider. However, it has become clear that the extremely low fee rates currently charged by the Advisor are insufficient to cover its costs while continuing to provide high-quality services to shareholders. The Advisor has consistently incurred losses in connection with its provision of advisory and other services to the Funds under the current fee structure.Proxy Statement?

At a meeting held on September 9, 2021, the Board of Trustees of the Fund (the “Board”) [unanimously] approved reclassifying the diversification status of the Fund from “diversified” to “non-diversified” and the elimination of a related fundamental investment restriction, subject to the approval of Fund shareholders (the “Proposal”). You are receiving the enclosed Proxy Statement in connection with a special shareholder meeting (“Meeting”) of the Fund to vote on the approval of the Proposal.

Given these challenges, the Advisor presented the Board with a comprehensive, long-term plan to enable the Advisor to continue managing these Funds. This plan features net fee rates that keep the Funds within the lower-priced offerings in the mutual fund industry, while implementing fee increases for the Funds through the new Agreement and other changes in the Funds’ contractual and fee arrangements that are intended to at least cover the Advisor’s costs of providing services to the Funds.

If the new Agreement is not approved for a Fund, however, the Advisor may be forced to explore proposing other options to the Board, including closing the Fund to new investments or liquidating the Fund.

The following pages provide additional important information about the specific proposal you are being asked to consider. Please give this material your full attention so that you can provide informed voting instructions. Thank you.

Scott C. Evans

President

TIAA-CREF Life Funds

and

President

Teachers Advisors, Inc.

TIAA-CREF LIFE FUNDS

SPECIAL SHAREHOLDER MEETINGn MARCH 23, 2010

Important Voting Information

As an owner of a variable contract (“variable contract”) issued by TIAA-CREF Life Insurance Company (“TIAA-CREF Life”), you are able to give voting instructions in connection with shareholder meetings of one or more series (each, a “Fund”) of TIAA-CREF Life Funds (“Life Funds”). The variable investment accounts of TIAA-CREF Life Separate Account VA-1 and TIAA-CREF Life Separate Account VLI-1 established by TIAA-CREF Life hold shares of series of the Life Funds in connection with the variable contracts.

The Life Funds will hold a special meeting of the shareholders of each of the Funds on Tuesday, March 23, 2010, at 2:00 p.m. ET at 730 Third Avenue, New York, New York (17th floor). The special meeting (and any adjournments thereof) (the “Meeting”) is being called so that variable contract owners can consider and provide voting instructions on an important proposal affecting the Life Funds.

Important Notice Regarding the Availability of Proxy

Materials for the Life Funds’ Shareholder Meeting

to Be Held on March 23, 2010:

A copy of the proxy statement and the Funds’ most recent annual

and semi-annual shareholder reports are available at

https://www.proxy-direct.com/tia20994.

Your Vote Is Important

The following Q&A provides a summary of the proposal and describes the convenient options available for providing voting instructions on the proposal. (For a complete discussion of the proposal, please see the enclosed proxy statement.) Please vote today, even if you plan to attend the Meeting on March 23, 2010. Simply follow the instructions on the enclosed voting instruction form and choose the voting method that works best for you—Internet, telephone or mail. Your prompt action will ensure your voice is heard, so vote now!

TIAA-CREF LIFE FUNDS    SPECIAL SHAREHOLDER MEETING  n  MARCH 23, 2010  n  3

You are being asked to approve the adoption of a new investment advisory agreement (the “Agreement”) for each of the following Funds to which you have allocated value under your variable contract: Growth Equity Fund, Growth & Income Fund, International Equity Fund, Large-Cap Value Fund, Small-Cap Equity Fund, Stock Index Fund, Social Choice Equity Fund, Real Estate Securities Fund, Bond Fund and Money Market Fund. This proposal would result in higher advisory fee rates and higher total expenses for each of these ten Funds.

Yes. At a meeting held on December 8, 2009, the Board of Trustees of the Life Funds unanimously approved the Agreement and submitting the Agreement to shareholders for approval at a special shareholder meeting.

The Board unanimously recommends that you providevote FOR the Proposal.

Your voting instructions are very important. You are encouraged as an owner of a variable contract that has allocated contract amounts to the Fund to participate in your Fund’s governance by returning your voting instructions as soon as possible. If enough variable contract owners do not cast their voting instructions, the Fund may not be able to hold the Meeting or the vote “FOR”on the Agreement.Proposal, and additional solicitation costs may need to be incurred in order to obtain sufficient variable contract owner participation.

Q. Why am I being asked to approve changing the Fund’s diversification status?

No. The specific proposal affects only

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Teachers Advisors, LLC (the “Adviser”), the ten seriesFund’s investment adviser, believes that changing the Fund’s classification to non-diversified is in the best interests of the Life Funds. Itdoes not affect anyFund and its shareholders because it provides the Fund’s investment team with increased flexibility to better implement the Fund’s investment strategy while remaining compliant with the limits of the following TIAA-CREF products:1940 Act. The Fund’s benchmark index, the Russell 1000 Growth Index (the “Index”), has become more concentrated in certain issuers. Certain Index constituents have grown to each represent more than 5% of the Index and, at times, 25% or more of the Index in the aggregate. As a diversified fund, the Fund is not able to invest in these large Index constituents in similar proportions as the Index. While the Fund is not an index fund, it does select securities from the Index’s universe and its performance is measured against the Index. Changing the Fund’s status to non-diversified would give the Fund’s portfolio managers enhanced flexibility to invest a greater portion of the Fund’s assets in one or more of these large Index constituents, if desired for investment purposes.

Q. Whom do I call if I have questions?

Q. How do I provide voting instructions?

The proposal will indirectly affect the Separate Accounts because the Funds serve as investment options for these Accounts and the increased fee and expense rates of the Funds will ultimately be paid by variable account contract owners that have selected one or more of the Funds as investment options.

Since the Funds were established, Teachers Advisors, Inc., the investment adviser to the Funds (the “Advisor”), has been committed

4nTIAA-CREF LIFE FUNDS    SPECIAL SHAREHOLDER MEETING  n  MARCH 23, 2010

to providing high-quality investment management services at a low cost to shareholders. However, it has become clear that the Advisor set its fees too low to cover its costs of providing services to the Funds. As a result, the Advisor has incurred losses in its provision of services to the Funds for many years. Despite these losses, the Advisor has not previously requested a fee increase. The Advisor has determined that this situation cannot be sustained, particularly in light of continued escalating costs related to increased compliance, regulatory and reporting requirements, as well as intensified competition for investment management talent.

The proposed Agreement with the Advisor is designed to provide a sustainable fee and expense structure for each of the Funds while maintaining overall expenses at levels that are competitive with those of other similar low-cost mutual funds that serve as underlying investment options for insurance company separate accounts. In addition, the proposed fee rate increase would give the Advisor the flexibility and means to enhance its investment processes and personnel as needed in a competitive environment.

For each of the Funds, the Agreement will raise advisory fee rates. In addition, total expenses of each Fund will increase because the Advisor will no longer be paying almost all of the Fund’s non-advisory, operational expenses.

Even after adopting the higher fees, each Fund’s total net expenses would remain competitive with other similar low-cost mutual funds that serve as underlying investment options for insurance company separate accounts. (Please see the proxy statement for a comparison of each Fund’s estimated total net expenses (which includes the effect of the Advisor’s agreement to cap Fund expenses through at least April 30, 2011) to those of similar funds in its industry peer group.)

Yes. TIAA-CREF is committed to operating low-cost, high-value mutual funds for all shareholders.

TIAA-CREF LIFE FUNDS    SPECIAL SHAREHOLDER MEETING  n  MARCH 23, 2010  n  5

The new Agreement would:

iii

The Advisor has indicated that it may not be able to continue in its advisory role to a particular Fund unless

Q. How can I attend the new Agreement is approved for that Fund, since the fees under each Fund’s current investment management agreement are not adequate to cover the Advisor’s costs of providing services to the Fund. If the new Agreement is not approved, the Advisor may recommend to the Board of Trustees other possible courses of action. These proposed steps may include closing a Fund to new investments and/or liquidating a Fund.Meeting?

Either of these actions could have adverse consequences for variable account owners with allocations to a Fund. Closing any of the Funds to new investments would likely result in a decline in the Fund’s total assets under management. This would make the effective management of the Fund more difficult. Liquidating a Fund could result in the sale of some portfolio holdings of that Fund at disadvantageous prices. Additionally, liquidation could result in forcing variable contract owners to make otherwise unplanned investment reallocations. The Funds’ Board of Trustees believes that approval of the new Agreement for each Fund is likely toYou will be a better outcome for shareholders and variable contract owners than closing or liquidating a Fund.

If approved by shareholders, the new Agreement would be implemented for each Fund on May 1, 2010.

6nTIAA-CREF LIFE FUNDS    SPECIAL SHAREHOLDER MEETING  n  MARCH 23, 2010

With respect to each Fund, approval of the new Agreement requires the lesser of either: (1) more than 50% of the total outstanding shares of the Fund or (2) at least 67% of the Fund shares present at the shareholder meeting, either in person or by proxy, if more than 50% of the Fund’s outstanding shares are represented.

For each Fund, its shareholders of record as of January 12, 2010 are eligible to vote on the new Agreement. As a variable contract owner with contract value allocated to one or more of the Funds as of January 12, 2010, you are eligible to provide voting instructions on the proposal.

All expenses associated with this proxy vote, including the costs of holding the shareholder meeting and soliciting shareholders and variable contract owners, are being borne by the Advisor, and not by any of the Funds.

The Meeting has been scheduled for March 23, 2010 at 2:00 p.m. ET, at 730 Third Avenue, 17th Floor, New York, New York.

Simply select the voting format that you find most convenient:

Call the toll-free number shown on your voting instruction form and follow the recorded instructions

866 905-3470 (toll free)

Access the Web site shown on your voting instruction form and follow the online instructions

TIAA-CREF LIFE FUNDS    SPECIAL SHAREHOLDER MEETING  n  MARCH 23, 2010  n  7

Complete and return the enclosed voting instruction form

Attend the Meeting on March 23, 2010.

Whichever method you choose, please be sure to provide voting instructions as soon as possible. Even if you planable to attend the Meeting and submit your questions online during the Meeting by visiting [meetings.computershare.com/MCGVC2D]. You also will be able to attend the meeting and vote your shares online by webcast. To attend and participate in the Meeting, you will need to log on using the control number from your proxy card or Meeting notice. The control number can providebe found in the shaded box.

The online Meeting will begin promptly at [2:00 p.m., Eastern Time on __________, 2021]. You are encouraged to access the Meeting prior to the start time leaving ample time for the check in process. Please follow the access instructions using one ofas outlined herein.

Q. How do I register to attend the other methods.Meeting virtually on the Internet?

If you have questions relatedYou will receive a confirmation of your registration by e-mail after your registration materials are received.

Requests for registration should be directed to the proxy material or need assistance inus by e-mailing an image of your voting your shares, please contact Computershare, the Funds’ proxy solicitor, toll free at 866 905-3470.instruction card to [shareholdermeetings@computershare.com].

8nTIAA-CREF LIFE FUNDS    SPECIAL SHAREHOLDER MEETING  n  MARCH 23, 2010

©2010 Teachers Insurance and Annuity Association–College Retirement Equities Fund (TIAA-CREF), New York, NY 10017Q. Why hold a virtual Meeting?

Q. Will anyone contact me?

iv

The Adviser recognizes the inconvenience of the voting instructions solicitation process and would not impose on you if we did not believe that the matter being proposed was important. Once your voting instructions have been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.

Q. How does the Board suggest that I vote?

	A.	TIAA-CREF LIFE FUNDS 730 Third Avenue New York, New York 10017-3206The Board unanimously recommends that variable contract owners provide voting instructions FOR the Proposal.

v

730 Third Avenue

New York, NY 10017-3206    

TIAA-CREF Life Growth Equity Fund

Important notice regarding availability of proxy materials for the Special Meeting of Shareholders to be held on December [__], 2021. The Proxy Statement for this meeting is available at: NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2010[www.proxy-direct.com/tia-30639].

Notice of Special Meeting — December [__], 2021

This notice is being given to the owners of the variable annuity andcontracts or variable life contracts (theinsurance policies (collectively, the “variable contracts”) issued by TIAA-CREF Life Insurance Company (“TIAA-CREF Life”). As an owner of a variable contract issued by separate accounts of TIAA-CREF Life, (the “Separate Accounts”), you are ableentitled to give voting instructions in connection with the shareholder meetingsmeeting of one or morethe TIAA-CREF Life Growth Equity Fund (the “Fund), a series (each, a “Fund”) of TIAA-CREF Life Funds (“Life Funds”(the “Trust”), which serve as underlying options foris an investment portfolio that underlies the variable investment accounts of theTIAA-CREF Life Separate Accounts.Account VA-1, TIAA-CREF Life Separate Account VLI-1 and TIAA-CREF Life Separate Account VLI-2 established by TIAA-CREF Life (the “Separate Accounts”).

The Life FundsFund will hold a special meetingSpecial Meeting of Shareholders (the “Meeting”) on December [__], 2021, at [_____] EDT online. This proxy statement was mailed to shareholders of the shareholders of eachFund and variable contract owners that have amounts allocated to the Fund starting on or about October [__], 2021.

The purpose of the Funds on Tuesday, March 23, 2010, at 2:00 p.m. ET at 730 Third Avenue, New York, New York (17th floor). The special meeting (and any adjournments thereof ) (the “Meeting”) is being called to consider the following proposals:Meeting is:

The Board of Trustees of the Life Funds has set January 12, 2010 as the record date (the “Record Date”) for determining the number of votes entitled to be cast at the Meeting.

The Separate Accounts and Teachers Insurance and Annuity Associationthe TIAA-CREF Life Balanced Fund (a series of America (“TIAA”)the Trust) are the only shareholders of the Funds.Fund. TIAA-CREF Life is hereby soliciting and agreeing to vote the Separate Accounts’ shares of eachthe Fund at the Meeting according to timely instructions received from owners of the variable contracts who have amounts allocated to the Separate Accounts’ variable investment accounts that are invested in Fund shares as of the Record Date.record date set by the Fund’s Board of Trustees, September 30, 2021 (the “Record Date”).

As a variable contract owner of the Separate Accounts onrecord as of the Record Date, you therefore are ablehave the right to instruct TIAA-CREF Life how to vote itsthe Separate Accounts’ shares of each of the FundsFund attributable to your variable contract at the Meeting.contract. To assist you in giving your instructions, we have enclosed a voting instruction formcard which you are entitled to use to give voting instructions. In addition, athe proxy statement is attached to this notice describing thecertain matters to be voted on at the Meeting and any adjournments or postponements of that Meeting.

By order of the Board of Trustees,

Derek Dorn

William J. Mostyn IIISecretary

Secretary

In light of public health concerns regarding the ongoing coronavirus If you plan(COVID-19) pandemic, the Meeting will be a completely virtual meeting, which will be conducted exclusively by webcast. Variable contract owners will not be able to attend the Meeting please call 877 535-3910, ext. 22-2440 to obtain an admission pass. In accordance within person. Variable contract owners may attend and vote at the Funds’ security procedures, a pass and appropriate picture identification will be required to enter the Funds’ Meeting. Please note that no laptop computers, recording equipment or cameras will be permitted and please readvirtual Meeting by following the instructions onincluded in the pass for additional information.

January 15, 2010Q&A.

TIAA-CREF LIFE FUNDS

730 Third Avenue

New York, New YorkNY 10017-3206

PROXY STATEMENT

TIAA-CREF Life Growth Equity Fund

Proxy Statement for Special Meeting of Shareholders

to Be Heldbe held on March 23, 2010December [__], 2021

This proxy statement has been sent on behalf of the TIAA-CREF Life Funds (“Life Funds”Growth Equity Fund (the “Fund”) by TIAA-CREF Life Separate Account VA-1, TIAA-CREF Life Separate Account VLI-1 and TIAA-CREF Life Separate Account VLI-1VLI-2 (the “Separate Accounts”), separate accounts of TIAA-CREF Life Insurance Company (“TIAA-CREF Life”), to the owners of the variable annuity contracts and variable life contractsinsurance policies (the “variable contracts”) issued by TIAA-CREF Life with contract value allocated to accounts investing in investment portfoliosthe Fund, which is a series of the TIAA-CREF Life Funds (each, a “Fund,” and collectively, the “Funds”(the “Trust”).

The Board of Trustees (the “Board”) of the Life FundsTrust has called a special meetingsent you this proxy statement to ask for your voting instructions on certain matters affecting the Fund. The accompanying voting instructions card will be voted at the Special Meeting of the shareholders of each of its Funds to beFund’s Shareholders (the “Meeting”) being held on March 23, 2010,December [__], 2021, at 2:00 p.m. ET at 730 Third Avenue, New York, New York (17th floor). At[EDT] online. This proxy statement was mailed to shareholders and variable contract owners with amounts allocated to the special meeting and any adjournments thereof (the “Meeting”)Fund starting on or about October [__], each Fund’s shareholders will vote2021.

Variable contract owners with amounts allocated to the Fund are being asked to provide voting instructions on whether to:the following:

At this time, the Board does not know of any other matters being presented at the Meeting.Meeting or any adjournments or postponements thereof.

The accompanyingHow do I provide voting instruction form will be used byinstructions?

Variable contract owners with amounts allocated to the Separate AccountsFund as of the close of business on September 30, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. This proxy statement will first be mailed to shareholders onMeeting or about January 20, 2010.

The Life Funds is organized as a Delaware statutory trust, which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Life Funds consist of the following ten Funds: Growth Equity Fund, Growth & Income Fund, International Equity Fund, Large-Cap Value Fund, Small-Cap Equity Fund, Stock Index Fund, Real Estate Securities Fund, Social Choice Equity Fund, Bond Fund and Money Market Fund. Shareholders of each Fund, voting separately for their Fund, are being asked to approve the New Advisory Agreement for that Fund.

Important Notice Regarding the Availability of Proxy Materials for the Life Funds’ Shareholder Meeting to Be Held on March 23, 2010:

A copy of this proxy statement and the Funds’ most recent annual and semi-annual shareholder reports are available at https://www.proxy-direct.com/tia20994.

1

VOTING INSTRUCTIONS INFORMATION

How Do I Provide My Instructions?any postponement or adjournment thereof.

You can provide your instructions in any one of the fourthree ways:

2

provided; or

As explained on the voting instruction form, youcard.

In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, the Meeting will be a completely virtual meeting, which will be conducted exclusively by webcast. Variable contract owners will not be able to attend the Meeting in person.

Variable contract owners will be able to attend the Meeting online and submit questions during the Meeting by visiting [meetings.computershare.com/MCGVC2D]. Variable contract owners also will be able to vote their shares online by attending the Meeting by webcast. To participate in the Meeting, variable contract owners will need to log on using the control number from your voting instruction card or Meeting notice. The control number can vote forbe found in the New Advisory Agreement, against itshaded box. Variable contract owners may attend and provide voting instructions at the virtual Meeting by following the instructions included in the Q&A or abstain.this Proxy Statement.

Can I Cancelcancel or Change My Instructions?change my voting instructions?

You maycan cancel or change your votevoting instructions at any time up until [____ p.m. EDT on _____], 2021. You can do this by simply providing new instructions by: (1)— by executing and returning a later-dated voting instruction form, (2)card, providing instructions through the Internet or (3) providingby a toll-free telephone call— or you can cancel your voting instructions by writing the Trust’s Corporate Secretary at: c/o the TIAA-CREF Life Funds, 730 Third Avenue, New York, New York 10017-3206. Cancelled or changed instructions (other than instructions cast in person (virtually) at the Meeting. Your voteMeeting) must be received by 6:00the [____ p.m. ET on March 22, 2010 if you return your form via mail, telephone or Internet. If you vote in person at____], 2021 deadline.

3

How does the Meeting, you may vote any time up until the announcement of the closing of the vote.

How Does the Votingvoting and Instruction Process Work?instruction process work?

The Separate Accounts and Teachers Insurance and Annuity Associationthe TIAA-CREF Life Balanced Fund (a series of America (“TIAA”the Trust) (the “Balanced Fund”) are the only shareholders of the Funds.Fund. The Funds expectFund expects that the Separate Accounts will vote their Fund shares at the Meeting according to the timely instructions received from the individual variable contract owners who have allocated account values to sub-accountsthe subaccounts investing in the Funds.Fund. Accordingly, variable contract owners having allocated account values to athe Fund as of January 12, 2010September 30, 2021 (the “Record Date”) have been given the right to provide voting instructions at the Meeting with respect to a particular Fund.Meeting. The number of votes for which a variable contract owner may give voting instructions is based on the dollar amountnumber of the holdingsshares in the Fund attributable to such variable contract owner as of the Record Date.

The Separate Accounts will vote shares attributable to the variable contracts for which no voting instructions are received in the same proportion (for, against, or abstain) as the voting instructions received on all outstanding contracts (i.e., such unvoted shares(sometimes referred to as “echo” voting). If the Fund receives votes or the Separate Accounts receive voting instructions that do not indicate any intention regarding the Proposal, they will be “echo voted”).voted as abstentions.

Finally, the Balanced Fund also owns a portion of the Fund’s shares. The Balanced Fund expects to vote its shares of the Fund in the same proportion as the vote of other shareholders.

Because the Separate Accounts and the Balanced Fund intend to vote as indicated above, a small number of contract owners’ voting instructions can determine the outcome of a proposal.

At this time, the Board does not know of any other matters being presented at the Meeting. If other matters are brought before the Meeting, the Separate Accounts will vote the proxies using their own best judgment. All proxies solicited by the Board that are properly executed and received by the Corporate Secretary prior to the meeting, and are not cancelled, will be voted at the Meeting.

In addition, TIAA, which is the parent company of the Advisor, owns a substantial portion and, in some cases, a majority, of each Fund’s shares due to its initial seed investment in the Funds. (See Exhibit F for TIAA’s percentage investment in each Fund.) TIAA will echo vote its shares in the same proportion as voting instructions actually provided by variable contract owners as to that Fund.

2

Who May Vote;may vote; How Many Votes Domany votes do I Get?get?

Each outstanding full share of a Fund is entitled to one vote and each outstanding fractional share is entitled to a proportionate fractional share of one vote. Therefore, the number of votes for which you may give voting instructions will depend upon how many shares in the respective Fund are attributable to your variable contract on the Record Date. Fractional votes will be counted. All shareholders of record

4

Each person having voting rights on the Record Date may vote at the Meeting. In the table below are entitled to vote. Asthe percentages of December 31, 2009, there were [            ] aggregate shares outstanding in the Life Funds.

Below is the number oftotal outstanding shares of eachthe Fund held by the Separate Accounts and the Balanced Fund as of December 31, 2009:September 17, 2021:

The number of eachthe Fund’s shares attributable to you as a contract owner is determined by dividing your interest in the applicable variable investment account by the net asset value of the applicable Fund.Fund as of the Record Date.

How Many Votes Must Be Presentmany votes are needed for a Quorumquorum or to Passpass a Vote?vote?

In orderA quorum of shareholders is required to holdtake action at the Meeting. Ten percent of the shares entitled to vote at the Meeting, for a Fund and vote on the items on the agenda, the Fundrepresented in person (virtually) or by proxy, will need to haveconstitute a quorum of shareholders at the Meeting. Votes cast by proxy, by voting instructions or in person (virtually) at the Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. A quorum meansThe inspectors of election will treat abstentions and echo-voted shares as present for purposes of determining a quorum.

For purposes of determining the approval of the proposal, abstentions will have the same effect as votes against the proposal. The vote required for the proposal is set forth under the description of the proposal below.

5

PROPOSAL: CHANGE OF DIVERSIFICATION STATUS AND ELIMINATION OF FUNDAMENTAL INVESTMENT POLICY

Currently, the Fund is classified as a “diversified” fund for purposes of Section 5(b) of the 1940 Act and has adopted a related fundamental investment restriction. As a result, the Fund is limited as to the amount it may invest in any single issuer. Specifically, with respect to 75% of its total assets, the Fund may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. Additionally, with respect to 75% of its total assets, the Fund may not hold more than 10% of the sharesoutstanding voting securities of any one issuer. These restrictions do not apply to U.S. “government securities” (as defined in the 1940 Act), securities of other investment companies, or cash and cash items (including receivables).

Subject to approval of the Fund’s shareholders, the Board has approved a change to the Fund’s classification under the 1940 Act to a “non-diversified” company and a change to the Fund’s related fundamental investment restriction. This fundamental investment restriction, which may only be changed with shareholder approval, currently provides that the Fund, presentas a fundamental policy, may not “with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in personthe securities of any one issuer, other than securities issued or guaranteed by proxy. In determining whetherthe U.S. government, its agencies or instrumentalities, or hold more than 10% of the outstanding voting securities of any one issuer.” If shareholders approve changing the Fund’s classification from diversified to non-diversified (the “Proposal”), the fundamental investment restriction will be eliminated with respect to the Fund. No material changes to the Fund’s investment strategy are expected if shareholders of the Fund approve the Proposal.

Teachers Advisors, LLC (the “Adviser”), the Fund’s investment adviser, believes that changing the Fund’s classification to non-diversified is in the best interests of the Fund and its shareholders because it provides the Fund’s portfolio managers increased flexibility to better implement the Fund’s investment strategy while remaining compliant with the limits of the 1940 Act. The Fund’s benchmark index, the Russell 1000 Growth Index (the “Index”), has become more concentrated in certain issuers. Certain Index constituents have grown to each represent more than 5% of the Index and, at times, 25% or more of the Index in the aggregate. As a diversified fund, the Fund currently is not able to invest in these large Index constituents in similar proportions as the Index. While the Fund is not an index fund, it does select securities from the Index’s universe and its performance is measured against the Index. Changing the Fund’s status to non-diversified would give the Fund’s portfolio managers enhanced flexibility to invest a greater portion of the Fund’s assets in one or more of these large Index constituents, if desired for investment purposes.

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If shareholders of the Fund approve the Proposal, the Fund may be subject to additional investment risks. As a “non-diversified” fund, the Fund would be permitted to invest a greater percentage of its assets in fewer issuers than a “diversified” fund. As a result, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and may be more susceptible to greater losses because of these developments. To the extent that such issuers operate in the same or similar industry or sectors, the Fund may be more susceptible to a single economic, business, political or regulatory occurrence. Accordingly, if shareholders of the Fund approve the Proposal, the Fund could be subject to greater risk than it currently is subject to as a “diversified” fund.

Even if shareholders of the Fund approve the Proposal, the Fund intends to continue to comply with federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, the Fund operates as a “regulated investment company.” As a regulated investment company under the IRC, the Fund must diversify its holdings so that, in general, at the close of each quarter of its taxable year, (i) at least 50% of the fair market value of the Fund’s total (gross) assets is comprised of cash, cash items, U.S. government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer; and (ii) not more than 25% of the value of its total (gross) assets is invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), two or more issuers controlled by the Fund and engaged in the same, similar or related trades or businesses, or certain publicly traded partnerships. These federal tax diversification requirements, or the Fund’s determination to comply with them, may change in the future without shareholder or variable contract owner approval.

A non-diversified fund may from time to time temporarily operate in a diversified manner without losing its non-diversified status. As a result, at times, the Fund may not take advantage of the greater flexibility afforded a non-diversified fund. However, if following implementation of the Proposal, the Adviser were to continuously operate the Fund as diversified for three years, the Fund will once again become a diversified fund and 1940 Act provisions will require the Adviser to again seek shareholder approval to reserve the freedom of action to operate the Fund as non-diversified.

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At a meeting held on September 9, 2021, the Board considered the recommendations of the Adviser to change the Fund’s classification to non-diversified and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact on the Fund and its risk profile and the estimated costs associated with seeking shareholder and variable contract owner approval of the proposed change for the Fund. Following its consideration of these matters, the Board unanimously approved the proposed change in the Fund’s classification to “non-diversified” and the elimination of the Fund’s related fundamental investment restriction.

The Board recommends that you vote FOR the Proposal.

Approval of the Proposal

A quorum has been reached, echo-voted shares are counted as being presentof shareholders and variable contract owners is required to take action at the Meeting. SinceTen percent of the Separate Accounts and TIAA expectshares entitled to vote all shares they hold, as set forth above, it is anticipated that thereat the Meeting, represented in person (virtually) or by proxy, will beconstitute a quorum at the Meeting.

If a quorum is not present at the Meeting, or if other matters arise requiring shareholder attention,then the persons named as proxy agents may propose andProposal must be approved by a vote for one or more adjournmentsof a majority of the Meeting in order to permit the solicitation of additional votes. Anyoutstanding voting securities of the proposals brought to the Meeting may be voted on prior to any adjournment if sufficient votes have been received forFund, with all classes of shares voting together as a proposal and such vote is otherwise appropriate.

single class. The approval“vote of a majority of the New Advisory Agreementoutstanding voting securities” is being sought on a Fund-by-Fund basis. Thus, for each Fund,defined in the approval of the New Advisory Agreement requires the affirmative vote of1940 Act as the lesser of either: (1) more than 50%the vote of the outstanding shares of the Fund, or (2)(i) 67% or more of the shares present (in person or by proxy) of the Fund entitled to vote thereon present at the Meeting if the holders of more than 50% of the Fund’ssuch outstanding shares are present at the Meeting in person (virtually) or represented by proxy. Abstentions do not count towards the numberproxy; or (ii) more than 50% of votes in favorsuch outstanding shares of the New Advisory Agreement.

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PROPOSAL — APPROVAL OF NEW ADVISORY AGREEMENT

THE BOARD HAS UNANIMOUSLY APPROVED, AND RECOMMENDS A VOTE FOR THE APPROVAL OF, THE NEW ADVISORY AGREEMENT WITH RESPECT TO EACH FUND.

The Advisor currently manages eachFund entitled to vote thereon. For purposes of determining the approval of the Funds under an investment management agreement, dated November 30, 1998,Proposal, abstentions will have the same effect as subsequently amended (the “Current Agreement”). The Current Agreement provides for a unitary fee structure under whichshares voted against the Advisor provides or pays for virtually allProposal.

If approved by shareholders and variable contract owners of the services necessary for a Fund’s operations for one asset-based fee paid byFund, the Fund tochange in diversification status and removal of the Advisor. The Current Agreement was approved by each Fund’s sole shareholderfundamental investment restriction will become effective when the Funds were first organized in 1999Fund’s Prospectus and was lastStatement of Additional Information are revised or supplemented to reflect the approval of the Proposal. If the Proposal is not approved by the Board on April 1, 2009. It has subsequently become clear thatFund’s shareholders and variable contract owners, the extremely low fee rates that the Advisor has been charging under the Current Agreement have been too low to cover its increasing costs in providing services to the Funds, while sustaining the level and quality of service shareholders deserve. After consideration of shareholders’ interests in light of possible alternatives, the BoardFund will remain diversified and the Advisor therefore are proposing that shareholders approvecurrent fundamental investment policy will remain in effect and the New Advisory Agreement with the Advisor for each Fund. The New Advisory Agreement and related changes to the Funds’ expense arrangementsportfolio managers will eliminate the unitary fee arrangements, restructure the compensation to be paid to, and services to be provided by, the Advisor and increase fees and expenses as follows:

This restructuring, including the advisory fee rate increases, is designed to provide the Advisor with a sustainable fee and expense structure for providing services to each Fund, while maintaining overall expenses at levels competitive with other similar low-cost mutual funds that serve as underlying investment options for insurance company separate accounts. This

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proposal is similar to a restructuring that occurred several years ago when shareholders of certain series of the TIAA-CREF Funds approved an increase in advisory fee rates for those funds.

The provision of non-advisory and non-advisory related services and expenses to the Funds separately from the New Advisory Agreement will also permit flexibility to modify these administrative service arrangements since changes to the New Administrative Agreement will not require shareholder approval under the 1940 Act.

If the proposal is approved, the Advisor expects to seek Board approval to change how the Funds would pay the Advisor under the New Administrative Agreement from payment of the Advisor’s costs to an annual asset-based fee. This change in payment structure would not require shareholder approval and is not expected to materially change the actual amounts paid by each Fund under the New Administrative Agreement.

The details of why the Advisor has proposed the New Advisory Agreement are discussed below. The factors considered by the Board in approving the New Advisory Agreement are described below under the heading “What did the Board of Trustees Consider in Approving the New Advisory Agreement?” The New Advisory Agreement and New Administrative Agreement are attached as Exhibit A.

Why is the Advisor Seeking to Restructure the Fee Rates and Expense Structure of the Funds?

Since the Funds were established in 1998, the Advisor has been committed to providing quality services to the Funds at a low cost to shareholders. However, it has become clear that the extremely low fee rates that the Advisor has been charging to the Funds have been too low to cover its increasing costs of providing services to the Funds, while sustaining the level and quality of service shareholders deserve.

The Advisor is seeking to change the structure under which it provides services to, and receives fees from, the Funds including an increase in the advisory fee rates for the Funds to enable the Advisor to continue to manage the FundsFund pursuant to its applicable investment policies, parameters and restrictions in light of prevailing market and economic conditions.

ADDITIONAL INFORMATION

Attending the Meeting

In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, the Meeting will be held in a virtual meeting format only. Variable contract owners will not be able to continueattend the Meeting in person. Variable contract owners are entitled to provide high-quality services to shareholders at low prices. Despite ongoing lossesparticipate in the Meeting only if you had contract amounts allocated to the Advisor,Fund as of the Advisor has not previously requestedclose of business on the Record Date, or if you hold a fee rate increase. Sincevalid voting instruction card for the Funds’ inception, it has become increasingly expensive to provide services to mutual funds due to higher compliance and regulatory costs and intensified competition for talented portfolio managers and other key investment advisory and administrative personnel. With the proposed new advisory fee rates and expense structure, the Advisor anticipates that itMeeting.

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You will be able to:to attend the Meeting online and submit your questions during the Meeting by visiting [meetings.computershare.com/]. You also will be able to provide voting instructions by attending the Meeting by webcast. To participate in the Meeting, you will need to log on using the control number from your voting instruction card or Meeting notice. The control number can be found in the shaded box.

Significantly, even withFund, oversees the proposed fee rate increases, eachmanagement of the Fund’s total net annual expenses would continue to be competitive with other similar low-cost mutual funds that serve as underlying investment options for insurance company separate accounts.portfolio, manages the Fund’s business affairs and provides certain

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clerical, bookkeeping and other administrative services. The Adviser is located at 730 Third Avenue, NY, NY 10017. The Adviser is a subsidiary of Nuveen, LLC (“Nuveen”), the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund. As of August 31, 2021, Nuveen managed approximately $[__] trillion in assets, of which approximately $[____] billion was managed by the Adviser.

WhatThe Distributor

Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Fund’s shares. The Distributor is a subsidiary of Nuveen and TIAA.

Communications with Trustees

Letters or emails from shareholders or variable contract owners addressed to the Board or individual Trustees may be sent to the TIAA-CREF Life Funds Trustees c/o Corporate Secretary, 730 Third Avenue, New York, NY 10017-3206 or via email to: trustees@tiaa.org. Certain communications will happenbe forwarded to the Board’s Chairman and the Chairman of the Nominating and Governance Committee and, if directed to an individual Trustee, such Trustee, in accordance with established policies concerning communications that have been approved by a majority of independent Trustees.

Proposals for action at future Shareholder meetings

Any proposals of persons with voting rights to be included in the proxy statement for the Trust’s next special meeting must be received by the Trust within a reasonable period of time prior to the meeting. The Trust is not required to and does not typically hold meetings of shareholders. There are no current plans to hold another special meeting in 2022.

Expenses of Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be allocated to the Fund. Because the Fund shareholders do not approveis operating above its expense cap, it is anticipated that the New Advisory Agreement?Adviser will reimburse all of the direct expenses of the proxy solicitation that will allocated to the Fund, estimated to be approximately $[_____]. Solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. The Fund has engaged Computershare Fund Services to assist in the solicitation of proxies. An estimated cost of $[____] plus reasonable expenses is expected for services provided by Computershare Fund Services.

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Shareholder reports

If shareholders do not approveyou would like to see the New Advisory Agreement for any Fund,most recent TIAA-CREF Life Funds semiannual and annual reports, you can visit the Advisor has informedTIAA website at www.tiaa.org/prospectuses, or use our online request form to order print versions electronically. You can also call 800-842-2252 or write to the Board that it may no longer be prepared to continue to provide services to that Fund. It may then be necessary for the Board to consider alternative options, including closing or liquidating the Fund. If the shareholders of someTIAA-CREF Life Funds approve the New Advisory Agreement for those Funds, but the shareholders of other Funds do not, the approving Funds will implement the New Advisory Agreement, while the Advisor and the Board will consider the future of the non-approving Funds.

Who is the Advisor?

The Advisor is Teachers Advisors, Inc., a direct, wholly owned subsidiary of TIAA-CREF Enterprises, Inc. and an indirect, wholly owned subsidiary of TIAA. TIAA and the Advisor are located at 730 Third Avenue, New York, New York 10017. A chart attached10017-3206, Attention: Imaging Services. These reports are furnished to shareholders and variable contract owners without charge.

Please note that only one annual report, semi-annual report, proxy statement or notice of internet availability of proxy materials may be delivered to two or more variable contract owners of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report, proxy statement, or notice of internet availability of proxy materials, or for instructions as Exhibit B liststo how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, variable contract owners should contact the name,Fund at the address and principal occupationphone number set forth above.

General

The Adviser does not intend to present and does not have reason to believe that any other items of each principal executive officerbusiness will be presented at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies and directorvoting instruction cards will be voted by the persons acting under the proxies and cards upon such matters in accordance with their judgment of the Advisor. Nonebest interests of the Life Funds’ trustees are officers, employees, directors, general partners or shareholdersFund.

Failure of or are otherwise affiliated with,a quorum to be present at the Advisor. EachMeeting will necessitate adjournment and may subject the Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of the Life Funds’ executive officers is employed by the Advisor or its affiliates.

The Advisor currently manages eachMeeting to permit further solicitation of the Funds under the Current Agreement. The Advisor also serves as the investment adviser to TIAA Separate Account VA-1 and the TIAA-CREF Funds (including the TIAA-CREF Lifecycle Funds and the TIAA-CREF Lifecycle Index Funds). TIAA-CREF Funds is a series investment company comprised of forty-seven investment portfolios, which are available for direct investment. TIAA Separate Account VA-1 is an after-tax variable annuity that contains one investment account, the Stock Index Account, which has the same investment mandate as the Life Funds’ Stock Index Fund. The Advisor’s affiliate, TIAA-CREF Investment Management, LLC, also manages the variable annuity accounts of the College Retirement Equities Fund (“CREF”). A table setting forth the net assets of those investment portfolios in the TIAA-CREF Funds that have investment objectives similar to one of the Funds and the Stock Index Account of TIAA Separate Account VA-1, and the management fee rate paid by each such portfolio to the Advisor, is attached hereto as Exhibit C. The Advisor also manages large institutional client assets through unregistered commingled funds and on a separate account basis.

What are the terms of the Current Agreement with the Advisor, and how does the New Advisory Agreement differ?

Under the Current Agreement, the Advisor is responsible for providing or paying for virtually all of the services necessary for each Fund in exchange for one asset-based unitary fee paid by the Fund. The Advisor manages the investments and the investment strategy of each Fund and provides related general management services. Specifically, the Advisor is authorized, subject to the control of the Board, to determine the selection, amount, and time to purchase or sell securities for each Fund. The Advisor also maintains the Funds’ books and records, prepares, upon request, reports for the Board, and makes available its officers

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to the Board for consultation and discussions regarding the management of the Funds. Under the Current Agreement, the Advisor is also responsible for all administrative aspects of each Fund’s day-to-day operations. The Advisor is compensated for such advisory and administrative services through the unitary fee under the Current Agreement. Because the unitary fee is so comprehensive in scope, the Funds only pay a few additional costs directly, such as trustee fees, interest and extraordinary expenses. The fees paid to the Advisor under the Current Agreement are set forth below in a chart comparing current and proposed fees under the Current and New Advisory Agreements.

Both the Current and New Advisory Agreements have similar termination provisions. They each remain in effect for a Fund for so long as their continuance is specifically approved for such Fund at least annually by: (i) the Board, or by the vote of a majority of the outstanding voting shares of such Fund; and (ii) a majority of those trustees who are not interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Each Agreement also provides that it may be terminated at any timeproxies with respect to any Fund byproposal if they determine that Fund or by the Advisor, without penalty, on 60 days’ written notice. Each Agreement terminates automatically in the event of its assignment.

The New Advisory Agreement contains terms that are substantially the same as the advisory provisions of the Current Agreement, except for the following important differences:

As previously noted, a significant difference between the Agreements is that the New Advisory Agreement no longer provides that the Advisor will provide all administrative services to the Funds and pay for most Fund expenses for a unitary fee. Instead, if the New Advisory Agreement is approved for a Fund, the Fund will enter into the New Administrative Agreement with the Advisor under which the Fund will pay the Advisor for its costs in overseeing the Fund’s non-advisory operations. All other administrative costs (including, but not limited to, transfer agency, custody, outside legal counsel, audit, printing and mailing of shareholder documents, compliance and registration fees) would be borne directly by the Funds. As noted above, at some time in 2010, the Advisor expects to seek Board approval to change how the Funds would pay the Advisor under the New Administrative Agreement from payment of the Advisor’s costs to an annual asset-based fee. This change in payment structure would not require shareholder approval and is not expected to materially change the actual amounts paid by each Fund under the New Administrative Agreement.

The new arrangements will increase fees and expenses paid by the Funds, as shown in the pro forma table belowreasonable and in the table provided in “What isbest interests of the Overall ImpactFund. Any meeting of shareholders may be postponed prior to the meeting by the Board and will be communicated by announcement to the shareholders and variable contract owners.

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IF YOU CANNOT BE PRESENT AT THE MEETING (VIRTUALLY), YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED VOTING INSTRUCTION CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

Derek Dorn

Secretary

[___], 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on December [_________], 2021

The Fund’s proxy statement is available at [www.nuveenproxy.com/Mutual-Fund- Proxy-Information/]. For more information, variable contract owners may also contact the Fund at the address and phone number set forth above.

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Proposal on the Funds’ Total Expense Ratios?” below. However, despite the expense increase entailed in the proposed new expense structure for the Funds, the Advisor has agreed to cap each Fund’s total annual expenses at certain specified amounts through at least April 30, 2011, so that the increase on the Funds’ expenses will be limited for the first year. Please see Exhibit D for the maximum total annual expenses of each Fund under the expense reimbursement arrangement between the Advisor and the Fund.

What are the proposed fees under the New Advisory Agreement? How do they differ from the Current Agreement?

Both the Current Agreement and the New Advisory Agreement provide for payment by each Fund to the Advisor of a fee that is calculated as a percentage of the average daily net assets for the Fund over each month at the annual rate set forth in the table below:

During the year ended December 31, 2009, the Funds paid an aggregate of $[        ] in management fees (covering advisory and administrative services and certain Fund expenses) to the Advisor. Had the New Advisory Agreement and New Administrative Agreement been in effect during the same period, the Funds would have paid an aggregate of $[        ] in advisory fees under the New Advisory Agreement, $[        ] in operational oversight expenses under the New Administrative Agreement, and $[        ] as direct Fund expenses that were borne by the Advisor under the Current Agreement’s unitary fee. During the fiscal year ended December 31, 2009, the Funds did not pay any brokerage commissions to an affiliated broker/dealer.

The table below shows the amount of fees paid under the Current Agreement during the year ended December 31, 2009 on a per-Fund basis, along with the amounts that would have been paid during the same period under the New Advisory Agreement if it had been in effect (“Pro Forma”), and the percentage increase that the Pro Forma fees represent. Note that the Current Agreement’s fee is a unitary fee which covers nearly all of the services needed to manage and operate a Fund, while the Pro Forma fee of the New Advisory Agreement is an advisory fee that covers only services directly related to the management of a Fund’s investment portfolio. All other administrative expenses of a FundEVERY VOTE IS IMPORTANT

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will either be paid to the Advisor under the New Administrative Agreement or be borne directly by the Fund, and thus are not captured in the Pro Forma fees in the table below.

		EASY VOTING OPTIONS:
				VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
				VOTE BY PHONE Call 1-866-298-8476 Follow the recorded instructions available 24 hours
				VOTE BY MAIL Vote, sign and date this Voting Instruction Card and return in the postage-paid envelope
				VOTE AT THE VIRTUAL MEETING at the following Website: Meetings.computershare.com/[●] on December[●], 2021 at [2:00 p.m.], Eastern Time To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

While the new fee rates above would represent a substantial increase in advisory fee revenue to the Advisor, the Funds’ advisory fee rates would remain competitive with those of other similar low-cost mutual funds that serve as underlying investment options for insurance company separate accounts.

For information about the overall impact of the proposed new pricing structure on the Funds’ total expense ratios, see “What Is The Overall Impact Of the Proposal On the Funds’ Total Expense Ratios?” below.

What Factors Did the Board Consider in Approving the New Advisory Agreement?

The proposal to approve the New Advisory Agreement and present it to shareholders for their approval was carefully considered by the Board (either as a whole or through its Operations Committee) at meetings held on September 15, 2009 and December 8, 2009. At each of these meetings, the Trustees, who were advised by independent legal counsel, deliberated over whether and, if so, in what manner to raise advisory and other fee rates for the Funds in light of ongoing losses sustained by the Advisor. Before and at these meetings, the Board received information relating to the New Advisory Agreement and New Administrative Agreement and was given the opportunity to ask questions and request additional information from the Advisor. After consideration that included, among other aspects, the relative costs and benefits to shareholders, on December 8, 2009, the Board determined that the arrangements under the New Advisory Agreement for each Fund were reasonable and fair to the Fund and its shareholders. Therefore, the Board voted unanimously to approve the New Advisory Agreement (and the New Administrative Agreement) for each Fund and to submit the New Advisory Agreement to each Fund’s shareholders for approval.

The Board considered that, over time, it has become increasingly expensive to operate mutual funds due to the intensified competition for talented portfolio managers and other key investment advisory and administrative personnel and higher compliance and regulatory costs. The Board also considered that, despite ongoing losses to the Advisor, the Advisor had not previously asked for a fee increase.

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The Board considered that the restructuring of the Funds’ fee rates and service arrangements, including the proposed increase in the Funds’ advisory fee rates, is anticipated to: enhance the Advisor’s ability to manage the day-to-day advisory affairs of the Funds; cover the increasing costs of providing advisory-related services to the Funds and provide an eventual profit to the Advisor; take advantage of potential opportunities to enhance investment processes and personnel; and maintain the quality of services to shareholders.

The Board also considered that, while the magnitude of the fee increase requested by the Advisor was large: (i) the Board would continue to review each Fund’s advisory fee rates annually under the New Advisory Agreement; (ii) the Advisor has agreed to cap each Fund’s total expenses for at least one year; and (iii) the Funds would continue to be competitive with other similar low-cost mutual funds that serve as underlying investment options for insurance company separate accounts.

Additionally, the Board considered the Advisor’s statement that, if the New Advisory Agreement was not approved by the Board for a Fund, the Advisor would likely propose other options for the future of that Fund, including potentially closing the Fund to new investments and/or liquidating the Fund.

As part of its deliberations, the Board reviewed detailed information provided by the Advisor relating to the nature, extent and quality of the services currently provided by the Advisor and to be provided by the Advisor under the New Advisory Agreement. For example, the Board reviewed detailed independent analysis of comparative expenses and performance data for each Fund prepared by Lipper, Inc., a Reuters company, that is an independent provider of investment company data (“Lipper”). In addition, the Board received financial information about the Advisor, including an analysis of the profitability of the Advisor’s operations, and the effect the proposed new arrangements would have on the short-term and long-term financial condition of the Advisor.

In determining whether, among other things, to approve the New Advisory Agreement for each Fund, the Board reviewed the following specific factors:

The Nature and Quality of Services. The Board considered that the Advisor is an experienced investment advisor that has managed the Funds since 1998 and the TIAA-CREF Funds since 1999, and that the investment professionals of the Advisor also manage the CREF accounts. The Board considered that the Advisor has carried out its responsibilities for managing the assets of the Funds in a professional manner. In the course of its review of the quality of the Advisor’s services, the Board examined the long-term performance of the Funds in general, and concluded that each Fund’s performance was within an acceptable range when compared with Fund benchmarks and peers, or that, in the case of underperforming Funds, the Advisor was taking affirmative steps to improve the performance of each such Fund.

Investment Performance. The Board considered the investment performance of each Fund, as applicable, over one-, three- and five-year periods ended September 30, 2009. The Board also considered each Fund’s performance as compared to its peer group and benchmark index. In this regard, the Board considered that most financial markets had

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experienced nearly unprecedented decreases and volatility during the previous year that had adversely impacted the Funds’ performance. However, despite these circumstances, the majority of the Funds’ performance generally compared favorably to their respective benchmark indices (after considering the effect of expenses incurred to provide services to the Funds) and, with some exceptions, the Funds ranked in the top three performance quintiles versus their peer groups of mutual funds that underlie insurance company separate accounts. The Board considered that, in those cases in which a Fund’s annualized performance had consistently underperformed its benchmark or peer group of mutual funds that underlie insurance company separate accounts for an extended period of time, the Advisor had taken reasonable remedial actions or represented that it was in the process of taking such actions. Such actions included changes in the Real Estate Securities Fund’s portfolio management team and revisions to the investment process utilized by the International Equity Fund’s portfolio management team. Thus, the Board concluded that, under the totality of circumstances considered, the investment performance of each Fund was reasonable. For details about the factors the Board considered for each Fund, see the Fund-by-Fund synopsis in Exhibit E.

Fees Charged by Other Advisers. The Board considered information regarding fees paid to other advisers for managing similar funds that underlie insurance company separate accounts, as analyzed by Lipper. The Board considered that the proposed advisory fee rate to be charged to a Fund under the New Advisory Agreement typically was lower or significantly lower than the advisory fee rates charged by most comparable mutual funds that serve as underlying investment options for insurance company separate accounts, and that even with the proposed increase in its advisory fee rate and total expense ratio, each Fund would continue to be very competitively priced and below the pricing of the average fund within the universe of mutual funds in its competitive peer group of funds that serve as underlying investment options for insurance company separate accounts. The Board considered that the new advisory fee rates for the Funds would continue to be in the lowest quintile as compared with funds in the competitive peer group of funds that underlie insurance company separate accounts identified by Lipper. (The lowest quintile means that a fund is in the best of five groups,i.e., the group with the lowest expenses.) Additionally, the Board considered that, under the New Advisory Agreement, each Fund’s total net expense ratio would be less than the median total net expense ratio for its peer group of mutual funds that serve as underlying investment options for insurance company separate accounts and, in some cases, significantly less. Based on all factors considered, the Board determined that the advisory fee rate under the New Advisory Agreement and the new total expense structure with respect to each Fund were comparable to or more favorable than those of other similar mutual funds that serve as underlying investment options for insurance company separate accounts. The table below compares the estimated total net expense ratio of each Fund under the new expense structure, including the New Advisory Agreement, if approved, with the Lipper median total net expense ratio for the Fund’s category. (Note that these arenetexpense ratios, meaning that they reflect the effect of any waiver or reimbursement arrangements, like the Advisor’s commitment to cap each Fund’s total annual expenses through at least April 30, 2011).

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Cost and Profitability. The Board considered that the Advisor has consistently lost money providing services to the Funds. The Board reviewed profitability data for 2009 and profitability on a pro forma basis assuming the proposed fee increases had been in effect — showing data for both before and after distribution expenditures. The Board considered that all of the Funds currently are unprofitable to the Advisor and have been unprofitable for many years. The Board also considered that, even after implementing these new arrangements, most Funds would not be profitable for the Advisor for a few years (if projected asset flows are attained), especially after the Advisor’s agreed-upon expense reimbursements. The Board also considered that it would continue to review the Funds’ advisory fees annually during its required yearly review of the Funds’ advisory arrangements.

The Board further considered that the costs and anticipated costs of providing services to mutual funds have increased since the adoption of the Funds’ original unitary fee arrangement with the Advisor. These costs include additional disclosure and compliance requirements, such as the USA PATRIOT Act requirements, Sarbanes-Oxley requirements and the requirement that mutual funds have a chief compliance officer and compliance program. The Board considered the Advisor’s representation that the proposed advisory fee rate increases would enhance the Advisor’s ability to attract and retain highly qualified investment professionals in a competitive investment advisory environment. Heightened competition from traditional asset managers, banks, insurance companies and hedge funds has driven up the costs of attracting and retaining key personnel and the cost of technology to update and maintain necessary systems for effective investment advisory operations continues to grow.

Economies of Scale. The Board considered whether the Advisor is anticipated to experience economies of scale in connection with providing services to each Fund. In this regard, the Board considered that each Fund historically has been unprofitable to the Advisor and that it likely would take some years under the New Advisory Agreement for the Advisor to attain profitability (unless Fund assets increase significantly over projected levels). The Board also considered that the Funds had generally lost assets during the past year due to the decline in the financial markets. The Board also noted the Advisor’s

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commitment to consider whether a Fund’s advisory fee rate should be subject to breakpoints based on asset levels once the Advisor attains profitability with respect to that Fund. The Board considered that the proposed advisory fee rates at current assets were low compared to peer groups of mutual funds that underlie variable insurance products.

Comparisons with Other Clients of the Advisor. The Board considered that the Advisor provides similar investment advisory services to each of the Funds, the TIAA-CREF Funds, and TIAA Separate Account VA-1, although services provided by the Advisor and the investor base for such other products differ. In addition, the Advisor manages assets of large institutional clients through separate accounts with similar investment strategies and investment staff (although services provided by the Advisor and the investor base differ). The Board considered the schedule of fees for each of the comparable funds, and determined that the proposed advisory fee rates were the same for the Funds and their corresponding TIAA-CREF Fund series with the same investment strategies, except that the proposed advisory fee rates for the Life Funds: (i) do not cover the Funds’ operational oversight expenses (which are instead covered by the New Administrative Agreement); (ii) do not offer any asset-based breakpoints; and (iii) the annual advisory fee rate for the Life Stock Index Fund is proposed to be 0.06% of average annual net assets, while the annual advisory fee rate for the comparable TIAA-CREF Equity Index Fund is 0.04% of average annual net assets.

Other Benefits. At the Board’s request, the Advisor agreed to limit the total operating expenses of each Fund for at least one year. The Board also considered that, with the New Advisory Agreement, the Advisor would have the flexibility to support multiple opportunities to expand the channels through which the Funds are distributed, thereby increasing the potential for asset growth and enabling expenses to be spread over a wider asset base.

Based on its evaluation of all material factors and with the assistance of independent legal counsel, the Board determined to approve the proposed advisory fee rate under the New Advisory Agreement for each Fund.

What Is The Overall Impact Of The Proposal On The Funds’ Total Expense Ratios?

The table below provides data concerning each Fund’s fees and expenses as a percentage of average net assets for the 12-month period ended December 31, 2008 under the Current Agreement and if the New Advisory Agreement and related changes to the Funds’ expense arrangements had been in effect during the same period. Note that, as indicated above, if the new arrangements had been in effect for the most recently completed fiscal year, each Fund’s total net expense ratio would have been less than the median expense ratio for its peer group of mutual funds that underlie insurance company separate accounts and, in some cases, significantly less. Note also that the tables below do not include the expenses of the insurance company separate accounts through which shareholders invest in the Funds, including any applicable sales loads.

To limit the total expenses charged to shareholders, the Advisor has agreed to reimburse each Fund for its total annual operating expenses (not including a Fund’s pro rata share of

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the expenses of any investment pools in which it invests (otherwise known as “Acquired Fund Fees and Expenses”) and any extraordinary expenses incurred by a Fund) that exceed certain specified levels until at least April 30, 2011, to the extent that the Fund approves the New Advisory Agreement. Please see Exhibit D for a schedule of these total annual expense limitations. The chart below incorporates these expense caps.

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The following example indicates the expenses you would pay under the current and proposed expense structures, assuming an initial investment of $10,000, a 5% total annual return each year, and redemption at the end of each period. This example also assumes that there will be no expense reimbursement in place after April 30, 2011. Your actual cost may be higher or lower.

Based on the information and factors noted above, the Board recommends a vote “FOR” the New Advisory Agreement for each Fund.

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ADDITIONAL INFORMATION

Beneficial Ownership

Except as set forth in Exhibit F, as of December 31, 2009, Life Funds does not know of any person who owns beneficially or of record 5% or more of the outstanding shares of any Fund.As of that same date, the Trustees and officers of Life Funds, in the aggregate, owned less than 1% of any Fund. To the extent that any of the persons noted on Exhibit F beneficially owns more than 25% of a Fund’s outstanding shares, that person is presumed to control that Fund under the 1940 Act.

Distributor and Administrator

The shares of the Funds are distributed by Teachers Personal Investors Services, Inc. (“TPIS”), a subsidiary of TIAA that is registered as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). The TIAA Board of Overseers, a New York membership corporation, owns all of the stock of TIAA. The address for TPIS is 730 Third Avenue, New York, New York 10017-3206. As noted above, if the Proposal is approved for a Fund, the Advisor will become the Fund’s administrator under the New Administrative Agreement.

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OTHER MATTERS

Means of Soliciting Voting Instructions

This proxy solicitation will be conducted mainly by mail, telephone and the Internet, but it may also be by any other method of electronic communication or by personal interview. The Funds have retained Computershare to assist in the solicitation of voting instructions. The costs of retaining Computershare, which are anticipated to be $10,000 and other expenses incurred in connection with the drafting, printing and mailing of this proxy statement, the solicitation of voting instructions and the holding of the Meeting, will be borne by the Advisor, and not by any of the Funds.

Shareholder Proposals

As a general matter, Life Funds does not hold regular annual or other meetings of shareholders. Any shareholder who wishes to submit proposals to be considered at a special meeting of Life Funds’ shareholders should send such proposals to the Funds’ Secretary. Proposals must be received a reasonable amount of time prior to any meeting to be included in the proxy materials. Moreover, inclusion of such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.

Proxy Statement and Shareholder Reports

If you would like a free copy of this proxy statement or the Life Funds’ most recent semi-annual and annual reports, you can visit the TIAA-CREF Web site at www.tiaa-cref.org, visit https://www.proxy-direct.com/tia20994 or use our on-line request form to request mailed versions. Alternatively, you can call 877 518-9161 or write to us at 730 Third Avenue, New York, New York 10017-3206 to request copies of these documents.

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EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

FOR TIAA-CREF LIFE FUNDS

THIS AGREEMENT is made May 1, 2010, by and between TIAA-CREF Life Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (the “Advisor”), a Delaware corporation.

WHEREAS, Trust 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 several series and may consist of additional series or classes in the future;

WHEREAS, Advisor is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, Trust desires to retain Advisor to render investment advisory services to the series (listed on Appendix A hereto) (the “Funds”), in the manner and on the terms and conditions set forth in this Agreement;

WHEREAS, Advisor is willing to provide investment advisory services to the Funds 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, Trust and Advisor hereby agree as follows:

Trust hereby appoints Advisor to act as the Funds’ investment adviser for the periods and on the terms set forth herein. Advisor hereby accepts the appointment as investment adviser, and agrees, subject to the supervision of the board of trustees of Trust (the “Board”), to furnish the services and assume the obligations set forth in this Agreement for the compensation provided for herein.

(a) As the Funds’ investment adviser, Advisor shall be subject to: (1) the restrictions of the Declaration of Trust of Trust, 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 Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act; (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”); and such other limitations as Trust shall communicate to Advisor in writing.

(b) Advisor 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 Trust or a Fund in any way or otherwise be deemed an agent of Trust or a Fund.

(c) Advisor shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Funds in buying, selling or otherwise disposing of or managing the Funds’ investments, directly or through sub-advisers, subject to supervision by the Board.

(a) Advisor shall provide the Funds with such investment research, advice and supervision as Advisor may from time to time consider necessary or appropriate 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.

(b) Trust has furnished or will furnish Advisor with copies of Trust’s registration statement and Declaration of Trust, as currently in effect and agrees during the continuance of this Agreement to furnish Advisor with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. Advisor will be entitled to rely on all documents furnished by Trust.

(c) Advisor shall take, on behalf of each Fund, all actions that 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 Advisor. Advisor also is authorized as the agent of Trust to give instructions to any service provider serving as custodian of the Funds 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, Advisor is directed at all times to seek to obtain best execution 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, Advisor may select brokers or dealers that are affiliated with Advisor or Trust.

(d) Consistent with Advisor’s obligation to provide best execution, Advisor may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to Advisor. Advisor is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if Advisor 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 Advisor’s overall responsibilities

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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. Advisor will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by Advisor 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.

(e) 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, Advisor 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 Trust’s registration statement;

(2) Consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for review 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 performance of the Funds, 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 books, accounts, records, memoranda, instructions or authorizations with respect to the investment-related activities of the Funds;

(7) Furnish any personnel, office space, equipment and other facilities necessary for the investment-related activities of the Funds;

(8) Provide the Funds with such accounting or other data concerning the Funds’ investment-related 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

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required by Section 15 of the 1940 Act, pursuant to which such party will carry out some or all of Advisor’s responsibilities (as specified in such investment advisory or investment sub-advisory contract) listed above.

(a) For the services rendered, the facilities furnished and expenses assumed by Advisor under this Agreement, the Fund shall pay to Advisor at the end of each calendar month an annualized fee calculated as a percentage of the average value of the net assets each day for each Fund during that month at the annual rates set forth at Appendix A hereto.

(b) Advisor’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 Trust 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.

(e) It is understood that each Fund shall bear all of its non-investment-related operational expenses including, but not limited to: compensation of Advisor under this Agreement, custodian fees; transfer agent fees; administrative fees; distribution fees; pricing costs (including the daily calculation of net asset value); fund accounting fees; expenses of shareholders’ and/or trustees’ meetings; cost of printing and mailing shareholder reports and proxy statements; maintenance of non-investment-related books and records, compliance program development and implementation costs, costs of preparing, printing and mailing registration statements and updated prospectuses to current shareholders; costs in connection with the registration or qualification of shares with federal and state securities authorities and the continued qualification of shares for sale; expenses of all audits by Trust’s independent accountants, costs of preparing and filing reports with regulatory bodies; costs of the maintenance of Trust’s fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; fees and expenses of trustees who are not “interested persons” (as such term is defined in the 1940 Act) of Trust (the “disinterested trustees”); legal fees of Fund and disinterested Trustee counsel; brokerage commissions, dealer markups and other expenses incurred in the acquisition or disposition of any securities or other

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investments; costs, including the interest expense, of borrowing money; preparing and filing tax returns, the payment of any taxes; and extraordinary expenses (including extraordinary litigation expenses and extraordinary consulting expenses).

(a) Advisor 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 Trust or any Fund, except (i) for willful misfeasance, bad faith or 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.

(b) Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by Trust or each Fund pursuant to this Agreement shall be limited in all cases to Trust or that Fund and its respective assets. Advisor agrees that it shall not seek satisfaction of any such obligation from the shareholders of Trust, nor from the trustees, officers, employees or agents of Trust.

(a) The services of Advisor are not deemed to be exclusive, and Advisor is free to render services to others, so long as Advisor’s services under this Agreement are not impaired. It is understood that trustees, officers, employees and shareholders of Trust are or may become interested persons of Advisor, as directors, officers, employees and shareholders or otherwise, and that directors, officers, employees and shareholders of Advisor are or may become similarly interested persons of Trust, and that Advisor may become interested in Trust or the Funds as a shareholder or otherwise.

(b) It is agreed that Advisor may use any supplemental investment research obtained for the benefit of the Funds in providing investment advice to its other investment advisory accounts. Advisor or its affiliates may use such information in managing their own accounts. Conversely, such supplemental information obtained by the placement of business for Advisor or other entities advised by Advisor will be considered by and may be useful to Advisor in carrying out its obligations to the Funds.

(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 or by the Funds and other mutual funds, separate accounts, or other accounts (collectively, “Advisory Clients”) managed by Advisor, provided that:

(1) Advisor’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Funds, are consistent with the then-current

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positions in this regard taken by the Securities and Exchange Commission or its staff through releases, “no-action” letters, or otherwise; and

(2) Advisor’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted and periodically approved by the Board of Trustees.

(d) Neither Advisor, 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.

(a) Advisor hereby undertakes and agrees to maintain, in the form and for the period required under the 1940 Act, all records that are required to be maintained by Trust pursuant to the requirements of the 1940 Act.

(b) Advisor agrees that all books and records which it maintains for Trust are the property of Trust and further agrees to surrender promptly to Trust any such books, records or information upon Trust’s request. All such books and records shall be made available, within five business days of a written request, to Trust’s accountants or auditors during regular business hours at Advisor’s offices. Trust or its authorized representative shall have the right to copy any records in the possession of Advisor that pertain to Trust or the Funds. 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 Trust free from any claim or assertion of rights by Advisor.

(c) Advisor 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 Trust has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

(a) This Agreement shall not become effective with respect to a Fund 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 such Fund. This Agreement shall come into full force and effect on the date above first written, subject to its prior approval by the Board and Fund shareholders (as required under the 1940 Act), 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

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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 voting 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 voting shares of the applicable Fund, or by Advisor, 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 investment 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.

(d) Upon termination of this Agreement, the Trust shall no longer have the right to utilize the words “TIAA-CREF” within its name and the Funds’ names, and shall not hold itself out as or market itself as being related to the TIAA-CREF group of companies, except with the written permission of the Advisor.

This Agreement may be materially amended as to each Fund only in accordance with the provisions of the 1940 Act. Any amendment to this Agreement must be in writing and executed by the parties hereto.

The terms “assignment,” “affiliated person,” “interested person,” and “majority of the outstanding voting shares” when used in this Agreement, shall have the respective meanings specified in the 1940 Act.

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.

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.

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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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 Trust or the Funds —

TIAA-CREF Life Funds

730 Third Avenue

New York, NY 10017-3206

Attention: Secretary

(b) If to Advisor —

Teachers Advisors, Inc.

730 Third Avenue

New York, New York 10017-3206

Attention: President

or to such other address as Trust or Advisor shall designate by written notice to the other.

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.

IN WITNESS WHEREOF, Trust and Advisor 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.

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APPENDIX A

9

ADMINISTRATIVE SERVICES AGREEMENT

FOR TIAA-CREF LIFE FUNDS

THIS AGREEMENT is made this 1st day of May, 2010 by and between TIAA-CREF Life Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (the “Administrator”), a Delaware corporation.

WHEREAS, Trust 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 several series (listed on Appendix A hereto), and may consist of additional series or classes in the future (collectively, the “Funds”);

WHEREAS, Trust desires to retain Administrator to render administrative and management services to the Funds, in the manner and on the terms and conditions set forth in this Agreement;

WHEREAS, Administrator is willing to provide such administrative and management services to the Funds 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, Trust and Administrator hereby agree as follows:

Trust hereby appoints Administrator to act as the Funds’ administrator for the periods and on the terms set forth herein. Administrator hereby accepts the appointment as administrator, and agrees, subject to the supervision of the board of trustees of Trust (the “Board”), to furnish the services and assume the obligations set forth in this Agreement for the compensation provided for herein.

(a) As the Funds’ administrator, Administrator shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust, as amended from time to time; (2) the provisions of the 1940 Act and other relevant regulations; (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 Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act; (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”); and (5) such other limitations as Trust shall communicate to Administrator in writing.

(b) Administrator 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 Trust or a Fund in any way or otherwise be deemed an agent of Trust or a Fund.

(c) Administrator shall, for purposes of this Agreement, have and exercise full discretion and authority to act as agent for the Funds in facilitating their day-to-day operations, subject to supervision by the Board.

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(a) Administrator shall administer, manage or supervise all aspects of the Funds’ operations, including transfer agency, dividend disbursing, legal, accounting, administration and shareholder services. These services may be provided by Administrator or by third-party service providers, such as custodians, transfer agents and fund administrators. Administrator’s general management services shall include, but be limited to:

(1) Supervising the performance of custodians, transfer agents, fund administrators, and other persons in any capacity deemed to be necessary to a Fund’s operations;

(2) Furnishing or overseeing the furnishing of any personnel, office space, equipment and other facilities necessary for the non-investment-related operations of the Fund;

(3) Calculating or monitoring the calculation of the net asset value of each Fund at such times and in such manner as specified in Trust’s current registration statement and at such other times upon which the parties hereto may from time to time agree;

(4) Providing or overseeing the provision of customary accounting and auditing services for registered investment companies and their series, including portfolio accounting, dividend and distribution determinations, and the calculation and preparation of any financial information or schedules, for Trust and the Funds;

(5) Preparing and filing or supervising the preparation and filing of all federal, state, and local tax returns and reports relating to each Fund;

(6) Preparing and filing or supervising the preparation and filing of any documents required to be filed on behalf of Trust or the Funds with the Securities Exchange Commission and/or other federal, state and local authorities as may be required by applicable law, including proxy materials, registration statements and post-effective amendments thereto, shareholder reports, and Rule 24f-2 notices;

(7) Preparing and filing or supervising the preparation and filing of notices to qualify the Funds’ shares to be offered in such states;

(8) Maintaining or overseeing the maintenance of such non-investment activity-related books and records of the Funds as may be required by applicable law;

(9) Providing or overseeing the organization and recordkeeping for meetings of the Board, including preparing such materials and reports and making its officers and employees available to the Board for consultation and discussions regarding the operations and management of the Funds;

(10) Developing and implementing or overseeing the development and implementation of a program to monitor Trust’s and the Funds’ compliance with regulatory requirements and the Funds’ own limitations and public statements; and

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(11) Supervising or providing any other services necessary for the ordinary operation of Trust and the Funds.

(b) Nothing in this Agreement shall be deemed to diminish the obligations of any agent of Trust or other person not a party to this Agreement that is obligated to provide services to the Funds.

(a) Administrator. Administrator assumes the expense of and shall pay for the performance of its operational oversight obligations under Section 3 of this Agreement, but Administrator does not assume any of the expense of and shall not pay for any Fund’s direct operational expenses (as detailed in Section 4(b)). Administrator shall at its own expense provide the office space, equipment and facilities that is necessary to provide the operational oversight services described under Section 3 of this Agreement, and shall pay all compensation of officers of Trust and all trustees of Trust who are affiliated persons of Administrator, except as otherwise specified in this Agreement.

(b) Fund. Except as provided in Section 4(a), each Fund shall bear all of its operational expenses including, but not limited to: compensation of Administrator under this Agreement, custodian fees; transfer agent fees; pricing costs (including the daily calculation of net asset value); fund accounting fees; legal fees of fund and trustee counsel; expenses of shareholders’ and/or trustees’ meetings; cost of printing and mailing shareholder reports and proxy statements; maintenance of non-investment-related books and records; compliance program development and implementation costs; costs of preparing, printing and mailing registration statements and updated prospectuses to current shareholders; costs in connection with the registration or qualification of shares with federal and state securities authorities and the continued qualification of shares for sale; expenses of all audits by Trust’s independent accountants, costs of preparing and filing reports with regulatory bodies; costs of the maintenance of Trust’s fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; and expenses of trustees who are not “interested persons” (as such term is defined in the 1940 Act) of Trust (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; preparing and filing tax returns, the payment of any taxes; and extraordinary expenses (including extraordinary litigation expenses and extraordinary consulting expenses).

(c) Allocation Procedures. At least annually, within 60 days of the Trust’s fiscal year end, or more frequently at the request of the Board, Administrator will submit to the Board for review and approval at the Board’s next regularly-scheduled meeting, the allocations of all charges and expenses covered by this Section 4 and the methodology and rationale therefor, including all such allocations between the Trust and Administrator and between and among the Funds.

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(a) For the operational oversight services rendered, the facilities furnished and expenses assumed by Administrator, the Fund shall pay to Administrator at the end of each calendar month the allocated costs to Administrator of its operational oversight services to the Funds as determined under the TIAA-CREF organization’s cost allocation methodology, as it may be amended from time to time.

(b) 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.

(a) Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in the administration of Trust or any Fund, except (i) for willful misfeasance, bad faith or 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.

(b) Administrator is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by Trust or each Fund pursuant to this Agreement shall be limited in all cases to Trust or that Fund and its respective assets. Administrator agrees that it shall not seek satisfaction of any such obligation from the shareholders of Trust, nor from the trustees, officers, employees or agents of Trust.

The services of Administrator are not deemed to be exclusive, and Administrator is free to render services to others, so long as Administrator’s services under this Agreement are not impaired. It is understood that trustees, officers, employees and shareholders of Trust are or may become interested persons of Administrator, as directors, officers, employees and shareholders or otherwise, and that directors, officers, employees and shareholders of Administrator are or may become similarly interested persons of Trust, and that Administrator may become interested in Trust or the Funds as a shareholder or otherwise.

(a) Administrator hereby undertakes and agrees to maintain, in the form and for the period required by the 1940 Act, all records that are required to be maintained by Trust pursuant to the 1940 Act.

(b) Administrator agrees that all books and records which it maintains for Trust are the property of Trust and further agrees to surrender promptly to Trust any such books, records or information upon Trust’s request. All such books and records shall be made available, within five business days of a written request, to

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Trust’s accountants or auditors during regular business hours at Administrator’s offices. Trust or its authorized representative shall have the right to copy any records in the possession of Administrator that pertain to Trust or the Funds. 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 Trust free from any claim or assertion of rights by Administrator.

(c) Administrator 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 Trust has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

(a) This Agreement shall not become effective with respect to a Fund unless and until it is approved by a majority of the Board of the Trust. This Agreement shall come into full force and effect on the date above first written, subject to its prior approval by the Board, 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 until such time as it is terminated by either party hereto, or until such time that the Investment Advisory Agreement with the Administrator is terminated.

(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 Administrator 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 administrator is appointed with respect to a new Fund, the Agreement shall remain in effect with respect to the remaining Fund(s).

This Agreement may be amended at any time as to any Fund or to all Funds by mutual agreement in writing by each party hereto.

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.

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.

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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.

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 Trust or the Funds —

TIAA-CREF Life Funds

730 Third Avenue

New York, NY 10017-3206

Attention: Secretary

(b) If to Administrator —

Teachers Advisors, Inc.

730 Third Avenue

New York, New York 10017-3206

Attention: President

or to such other address as Trust or Administrator shall designate by written notice to the other.

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.

IN WITNESS WHEREOF, Trust and Administrator 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 Insurance Company

This Instruction Card is solicited by the above-named insurance company seeking voting instructions with respect to shares of TIAA-CREF Life Growth Equity Fund (the “Fund”), a series of TIAA-CREF Life Funds (the “Trust), for which it is the record or beneficial owner on your behalf, to represent me and cast my vote at the TIAA-CREF Life Growth Equity Fund Special Meeting of Shareholders to be held virtually at the following Website: meetings.computershare.com/[●], on December [●], 2021, at [●] EDT, and at any and all adjournments or postponements thereof as indicated on the reverse side. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Voting Instruction Card, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made the shares attributable to your account will be voted as abstentions. Shares of the Fund for which no voting instructions are received will be voted in the same proportion as votes for which instructions are received for the Fund.

LGE_32351_082421_VI

15

EXHIBIT B

Directors of the AdvisorPLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Principal Executive Officers of the Advisor

2

EXHIBIT C

Information on Registered Investment Companies Advised by the Advisor with Similar Investment Strategies

EXHIBIT D

Advisor’s Caps on “Total Expenses” for the Life Funds

through April 30, 2011

EXHIBIT E

The Board considered the following specific factors during its determination to approve the New Advisory Agreement for each Fund listed below. Note that for purposes of this discussion, if a Fund is in the “first” quintile, it is in the best of five groups (i.e., the group has the best performance, or the lowest expenses, as the case may be). Additionally, performance information is for the period ended September 30, 2009.

Growth Equity Fund

Growth & Income Fund

International Equity Fund

Large-Cap Value Fund

Small-Cap Equity Fund

2

Stock Index Fund

Social Choice Equity Fund

3

Real Estate Securities Fund

Bond Fund

4

Money Market Fund

5

EXHIBIT F

Principal Shareholders of the Life Funds

As of December 31, 2009, to the Advisor’s knowledge, the following shareholders owned beneficially or of record 5% or more of the outstanding shares of a Life Fund:

Growth Equity Fund

Growth & Income Fund

International Equity Fund

Large-Cap Value Fund

Small-Cap Equity Fund

Stock Index Fund

Social Choice Equity Fund

Real Estate Securities Fund

Bond Fund

Money Market Fund

2

FORM OF PROXY CARD

TIAA-CREF LIFE FUNDS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 23, 2010

The undersigned shareholder(s) of the TIAA-CREF Life Funds (the “Life Funds”) hereby appoint(s) Howell E. Jackson, William J. Mostyn III, and Maceo K. Sloan, or any of them, as Proxies of the undersigned with full power of substitution, to vote and act with respect to all interests in the Life Funds with respect to which the undersigned is entitled to give voting instructions at the Special Meeting of Shareholders of the Life Funds to be held at 730 Third Avenue, New York, New York (17th floor) on Tuesday, March 23, 2010, at 2:00 p.m. ET, and at any adjournments or postponements thereof.

The undersigned acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Proxy Statement, and revokes any voting instructions previously given with respect to such meeting.

The proxies will vote as instructed by this form. If this voting instruction form is signed, dated and returned with no choice indicated, it will serve as instructions to vote “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof.

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-866-241-6192

Note: Please sign exactly as your name(s) appear(s) on this voting instruction form and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.

Signature

Additional Signature (if held jointly)

Date 2010

TIAA-CREF_20994_122309

FUND

Growth Equity

Large-Cap Value

Social Choice Equity

Money Market

FUND

Growth & Income

Small-Cap Value

Real Estate Securities

FUND

International Equity

Stock Index

Bond

VOTING OPTIONS

Read your Proxy Statement and have it on hand when voting.

VOTE ON THE INTERNET

Log on to: www.proxy-direct.com Follow the on-screen instructions available 24 hours

VOTE BY PHONE

Call 1-866-241-6192 Follow the recorded instructions available 24 hours

VOTE BY MAIL

Vote, sign and date this Instruction Form and return in the postage-paid envelope

VOTE IN PERSON

Attend Shareholder Meeting 730 Third Avenue (17th Floor) New York, New York 10017 on March 23, 2010 at 2:00 p.m. ET

EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS!

VOTING INSTRUCTION ARE SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

THE BOARD RECOMMENDS A VOTE FOR THE PROPOSAL.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

To vote FOR the Proposal for all your Fund(s), mark this box. No other vote is necessary.

1. To approve a new investment advisory agreement (the “New Advisory Agreement”) between the Life Funds and Teachers Advisors, Inc.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

Fundname Drop-In 1 Fundname Drop-In 2

Fundname Drop-In 3 Fundname Drop-In 4

Fundname Drop-In 5 Fundname Drop-In 6

Fundname Drop-In 7 Fundname Drop-In 8

Fundname Drop-In 9 Fundname Drop-In 10

2. To address any other business that may properly come before the meeting or any adjournments thereof.IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

TIAA-CREF Life FundsGrowth Equity Fund

ShareholderSpecial Meeting of Shareholders to Be Heldbe held virtually on March 23, 2010.December [●], 2021

The Proxy Statement and the Funds’ most recent annual and semi-annual shareholder reports for this meeting are availableMeeting is Available at:

https://www.proxy-direct.com/tia20994tcl-32351

EVERYIF YOU VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OFON THE FOUR AVAILABLE OPTIONS!INTERNET OR BY TELEPHONE,

TIAA-CREF_20994_122309YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD

Please detach at perforation before mailing.