EXHIBIT (l)(2)

                              SEED MONEY AGREEMENT


     SEED MONEY AGREEMENT (the "Agreement") made as of this 1st day of August,
2002 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 ("Mutual Funds"), a Delaware Business
Trust.

     1. TIAA hereby agrees to invest in the Mutual Funds the sum of $592,300,000
on September 3rd or as soon thereafter as practicable.

     2. In consideration for such investment and without deduction of any
charges, the Mutual Funds shall credit TIAA with such shares, of which TIAA
shall be the owner, in each Series and class of the Mutual Funds 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
Funds next determined after the Mutual Funds receives TIAA's proper notice of
redemption.



     5. TIAA may purchase, and the Mutual Funds 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/ JOHN A. SOMERS
                                          -------------------------------------
                                          Title: Executive Vice President


                                     TIAA-CREF INSTITUTIONAL
                                     MUTUAL FUNDS


                                     By:  /s/ MARTIN E. GALT, III
                                          -------------------------------------
                                          Title: President