SEED MONEY AGREEMENT
EX-99.(L)(4)
EXHIBIT (l)(4)
SEED MONEY AGREEMENT (the “Agreement”) made as of March 31, 2006, by and between Teachers Insurance and Annuity Association of America (“TIAA”), a corporation existing under the laws of the State of New York, and TIAA-CREF Institutional Mutual Funds (the “Institutional Funds”), a Delaware statutory trust.
1. TIAA hereby agrees to invest on March 31, 2006, or as soon as practicable thereafter, in each share class of the six new series and in the ten new share classes of existing series (the “New Offerings”) of the Institutional Funds in accordance with the amounts set forth in Schedule A hereto.
2. In consideration for such investment and without deduction of any charges, each series with a New Offering shall credit TIAA with shares of the New Offering of which TIAA shall be the owner. Such New Offering 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 same share class of the series. The value of such New Offering shares in each series on the day the initial investment is made 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.
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 the New Offering next determined after Institutional Funds receives TIAA’s proper notice of redemption.
5. TIAA may purchase additional shares of the New Offerings 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 | |
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| Name: | |
| Title: | |
| TIAA-CREF INSTITUTIONAL | |
| MUTUAL FUNDS | |
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| Name: | |
| Title: |
SCHEDULE A
| Institutional | Retirement | ||
| Fund | Class | Class | Retail Class |
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| Large-Cap Growth Fund | $9,000,000 | $500,00 | $500,000 |
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| Managed Allocation Fund II | $2,000,000 | $500,000 | $500,000 |
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| High Yield Fund II | $49,000,000 | $500,000 | $500,000 |
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| Bond Plus Fund II | $49,000,000 | $500,000 | $500,000 |
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| Short-Term Bond Fund II | $49,000,000 | $500,000 | $500,000 |
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| Tax-Exempt Bond Fund II | $49,500,000 | N/A | $500,000 |
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| International Equity Fund | Existing class | Existing class | $500,000 |
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| Social Choice Equity Fund | Existing class | Existing class | $500,000 |
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| Inflation-Linked Bond Fund | Existing class | $500,000 | Existing class |
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| Bond Fund | Existing class | $500,000 | $500,000 |
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| Money Market Fund | Existing class | $500,000 | $500,000 |
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| Growth & Income Fund | Existing class | Existing class | $500,000 |
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| Equity Index Fund | Existing class | $500,000 | $500,000 |
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