Exhibit 15
SEED MONEY AGREEMENT
--------------------
SEED MONEY AGREEMENT (the "Agreement") made this 13th day of December,
1996 by and between Teachers Insurance and Annuity Association of America
("TIAA") and the College Retirement Equities Fund ("CREF"), both nonprofit
corporations existing under the laws of the State of New York.
1. TIAA hereby agrees to invest in the CREF Inflation-Linked Bond
Account (the "IL Bond Account") the sum of $50,000,000 on January 2, 1997 or as
soon thereafter as practicable.
2. In consideration for such investment and without deduction of any
charges, CREF shall credit TIAA with 2,000,000 accumulation units in the IL Bond
Account, each valued at $25.00, of which TIAA shall be the owner. Such
accumulation units will share pro rata in the investment performance of the IL
Bond Account and shall be subject to the same valuation procedures and the same
periodic deductions as are other accumulation units in the IL Bond Account.
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 by
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 net asset value of accumulation units of the IL Bond Account
next determined after CREF
receives TIAA's proper notice of redemption.
5. TIAA may purchase, and CREF may issue, additional accumulation
units of the IL Bond Account 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/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Chairman and Chief
Executive Officer
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice Chairman and Chief
Investment Officer
2
