SEED MONEY AGREEMENT
SEED MONEY AGREEMENT (the "Agreement") made this 13th day of
March, 1992 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 the Global Equities 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 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 the Global Equities Account and
shall be subject to the same valuation procedures and the same periodic
deductions as are other 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 by TIAA. Amounts will be
redeemed at prices equal to the respective net asset value of accumulation units
of the Global Equities 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 Global Equities 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