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SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made as of this 1st day of June,
1999 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 Institutional Mutual Funds ("Mutual Fund"), a Delaware
Business Trust.
1. TIAA hereby agrees to invest in the Mutual Fund the sum of
$175,000,000 on June 14th 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.
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.
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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/ XXXX X. XXXXXX
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Executive Vice President
TIAA-CREF INSTITUTIONAL
MUTUAL FUNDS
By /s/ XXXX X. XxXXXXXXX
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President
