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TIAA-CREF Funds Corporate Governance and Social Responsibility Committees Charter

Adopted on May 16, 2006

Introduction

The TIAA-CREF Funds Corporate Governance and Social Responsibility Committees ("Committees") are standing committees of the Boards of Trustees ("Boards") of the TIAA-CREF Funds ("Funds"). The Committees recommend to the Boards policy addressing corporate social responsibility and corporate governance issues relating to companies other than Funds. The Committees also have the responsibility of establishing policies and guidelines for the voting of proxies of securities held by the Funds as well as other related matters and shareholder initiatives.

The organizational documents and the resolutions of the respective Boards, provide for the Boards' delegation of the authority, duties and responsibilities granted hereunder. This Charter of the Committees, which has been approved by the Boards, constitutes a statement of the respective Committees' authority, structure, duties and responsibilities. It provides guidelines for the Committees' interactions with their respective Boards and the management of the Funds.

Authority

The Committees shall have the authority to obtain advice from internal or external advisors as appropriate including obtaining research reports prepared by the Investor Responsibility Research Center and other appropriate organizations. The Committees may also appoint subcommittees to further its work.

Composition

Each Committee shall have at least three members (including the chair) and only independent trustees may be members. Trustees shall be considered independent as long as they are independent in accordance with applicable laws, rules, regulations, and policies of the Boards pertaining to director independence. The Nominating and Governance Committees shall determine whether or not a member meets applicable independence requirements. Following the recommendation of the Nominating and Governance Committees, the Boards shall appoint members of the Committees, including the chair, annually. A majority of the members of the Committees shall constitute a quorum at any meeting of the Committees.

Meetings

Each Committee shall meet at least three times annually, or more frequently as circumstances require. The Chairs of the Committees, in consultation with the other Committee members, shall direct the meeting agendas and determine the frequency and length of the Committee meetings. The Committees shall regularly report to the Boards and regularly submit approved minutes of their meetings to the Boards.

Duties and Responsibilities

The Committees shall have the following duties and responsibilities:

• Review TIAA-CREF's Policy Statement on Corporate Governance to ensure that it continues to reflect the Committee's views and positions on corporate governance;
  
  
• Review TIAA-CREF's Policy Statement on Social Responsibility to ensure that it continues to reflect the Committee's views on social responsibility;
  
  
• Adopt, as appropriate, voting guidelines on proxy proposals consistent with the Policy Statements;
  
  
• Oversee voting of proxies by management as well as other relevant activities of management including the submission of shareholder resolutions and communications with portfolio companies;
  
  
• Review periodically the adequacy of this charter and make recommendations to the Boards of any changes;
  
  
• Attend to such other matters as the Boards may from time to time determine; and
  
  
• Comment on the proposals of Congress, the Securities and Exchange Commission and other organizations that may affect the business, operations and/or interests of the Funds.
  
  
• Approved by: Chairs of the TIAA-CREF Funds Corporate Governance and Social Responsibility Committees

1. For TIAA Separate Account VA-1, this refers to the Management Committee.

2. TIAA-CREF Funds include CREF, TIAA-CREF Funds, TIAA Separate Account VA-1 and TIAA-CREF Life Funds.

3. The bylaws for CREF; the Declarations of Trust for TIAA-CREF Funds and TIAA-CREF Life Funds; and the Rules and Regulations for TIAA Separate Account VA-1.