SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made as of this 1st day of
July, 1997 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 Fund"), a Delaware Business Trust.
1. TIAA hereby agrees to invest in the Mutual Fund the sum of
$250,000,000 on July 14 or as soon thereafter as practicable.
2. In consideration for such investment and without deduction of
any charges, the Mutual Fund shall credit TIAA with such shares, of which TIAA
shall be the owner, in each Series of the Mutual Fund in such amounts as shall
be mutually agreed upon. Such shares will share pro rata in the investment
performance of each Series and shall be subject to the same valuation procedures
and the same periodic deductions as are other shares in that Series. The value
of such shares in each series other than the Money Market Fund on the day the
initial investment is made shall be $10.00. The value of a share in the Money
Market Fund shall be $1.00.
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.
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4. Shares acquired under this Agreement will be held by TIAA for
its own account until redeemed by TIAA. Amounts will be redeemed at prices equal
to the respective net asset value of shares of the applicable series of the
Mutual Fund next determined after the Mutual Fund receives TIAA's proper notice
of redemption.
5. TIAA may purchase, and the Mutual Fund may issue, additional
shares as the parties may agree.
6. This Agreement will be construed and enforced in accordance
with and governed by the provisions of the Investment Company Act of 1940 and
the laws of the State of New York.
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Executive Vice President
TIAA-CREF MUTUAL FUNDS
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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President