Exhibit 15
SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made this _____ day of
__________, 19___ 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 Separate Account VA-1 ("VA-1"), a segregated investment
account of TIAA.
1. TIAA hereby agrees to invest in VA-1 the sum of $25,000,000
on October 3 or as soon thereafter as practicable.
2. In consideration for such investment and without deduction
of any charges, VA-1 shall credit TIAA with 1,000,000 accumulation units, each
valued at $25.00, of which TIAA shall be the owner. Such accumulation units will
share pro rata in the investment performance of VA-1 and shall be subject to the
same valuation procedures and the same periodic deductions as are other
accumulation units in VA-1.
3. TIAA represents that the accumulation units 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 be
redemption.
4. Accumulation units 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 accumulation units
of VA-1 next determined after VA-1 receives TIAA's proper notice of redemption.
5. TIAA may purchase, and VA-1 may issue, additional
accumulation units 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
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Title:
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TIAA SEPARATE ACCOUNT VA-1
By
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Title:
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