SEED MONEY AGREEMENT
--------------------
SEED MONEY AGREEMENT (the "Agreement") made as of this 29th day of
February, 2000 by and between Teachers Insurance and Annuity Association of
America ("TIAA"), a nonprofit corporation existing under the laws of the State
of New York, and TIAA-CREF Mutual Funds ("Mutual Funds"), a Delaware Business
Trust.
1. TIAA hereby agrees to invest in the Equity Index, Social Choice
Equity, Short-Term Bond, High-Yield Bond and Tax-Exempt Bond funds of the Mutual
Funds (the "New Funds") the sum of $175,000,000 on March 1, 2000 or as soon
thereafter as practicable.
2. In consideration for such investment and without deduction of any
charges, the Mutual Funds shall credit TIAA with such shares, of which TIAA
shall be the owner, in each of the New Funds in such amounts as shall be
mutually agreed upon. Such shares will share pro rata in the investment
performance of each New Fund and shall be subject to the same valuation
procedures and the same periodic deductions as are other shares in that fund.
The value of such shares in each New Fund shall be $10.00.
3. TIAA represents that the shares acquired under this Agreement are
being, and will be, acquired for investment (and not with a view to distribution
or resale to the public) and can be disposed of only by redemption.
-2-
4. Shares acquired under this Agreement will be held by TIAA for its
own account until redeemed by TIAA. Amounts will be redeemed at prices equal to
the respective net asset value of shares of the applicable fund next determined
after the Mutual Funds receive TIAA's proper notice of redemption.
5. TIAA may purchase, and the Mutual Funds may issue, additional
shares of the New Funds as the parties may agree.
6. This Agreement will be construed and enforced in accordance with
and governed by the provisions of the Investment Company Act of 1940 and the
laws of the State of New York.
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Executive Vice President
TIAA-CREF MUTUAL FUNDS
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Vice President