CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT (the "Agreement") made this 28th day of July 1987 by and
between Teachers Insurance and Annuity Association of America ("TIAA") and
College Retirement Equities Fund ("CREF"), both nonprofit coporations existing
under the laws of the State of New York.
WITNESSETH:
WHEREAS, TIAA and CREF are companion organizations engaged in aiding
and assisting nonprofit educational and research organizations by providing
retirement benefits and financial security to faculty and other employees of
those organizations; and
WHEREAS, CREF has registered with the Securities and Exchange
Commission ("SEC") as a diversified open-end management investment company under
the Investment Company Act of 1940 (the "1940 Act") and will offer interests in
its investment portfolios in the form of accumulation units as the funding media
for certain variable annuity certificates it offers (the "Certificates"); and
WHEREAS, CREF intends to offer a money market investment account (the
"Money Market Account") as well as its existing equity portfolio (which will be
known as the Stock Account) after the registration statement it has filed with
the SEC becomes effective; and
WHEREAS, the parties desire that the Money Market Account have
sufficient initial capitalization to enable it to avoid an unrealistically poor
investment performance that might otherwise result because amounts initially
available for investment were too small to achieve
sufficient diversification, as well as to satisfy the net worth requirements of
the 1940 Act;
NOW, THEREFORE, for the agreements and consideration hereinafter
described, the parties agree as follows:
1. TIAA hereby agrees to contribute to the Money Market Account the sum
of $50,000,000 (the "Contribution") on 1987.
2. In consideration for the Contribution and without deduction of any
charges, CREF shall be the owner . Such accumulation units will share pro rata
in the investment performance of the Money Market Account and shall be subject
to the same valuation accumulation units in 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. Amounts will be redeemed by CREF at
prices equal to the respecive net asset value of accumulation units of the Money
Market 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 Money Market Account as the parties may agree.
6. This Agreement will be construed and enforced in accordance with and
governed by the provisions of the 1940 Act and the laws of the State of New
York.
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By:____________________________________
(Title)
COLLEGE RETIREMENT EQUITIES FUND
By:____________________________________
(Title)