SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made as of this 24th
day of February, 1994 by and between Teachers Insurance and Annuity Association
of America ("TIAA") and 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 each of the Equity Index
Account and the Growth Account the sum of $50,000,000 on April 1 or as soon
thereafter as practicable.
2. In Consideration for such investment and without deduction
of any charges, CREF shall credit TIAA in each of the Equity Index Account and
the Growth Account with 2,000,000 accumulated 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 each account and shall be subject to the same
valuation procedures and the same periodic deductions as are other accumulation
units in each such 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 respective net asset value of accumulation units
of each such 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 Equity Index Account and the Growth 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 ____________________________
Executive Vice President
COLLEGE RETIREMENT EQUITIES FUND
By _____________________________
Executive Vice President