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TIAA Corporate Governance and Social Responsibility Committee Charter

Adopted on October 20, 2004

Mission Statement

The Teachers Insurance and Annuity Association of America (“TIAA”) Corporate Governance and Social Responsibility Committee (“Committee”) is a standing committee of the Board of Trustees (“Board”) of TIAA. The Committee recommends to the Board policy with respect to corporate governance and social responsibility issues. The Committee also has the responsibility of establishing policies and guidelines for the voting of proxies of securities held by TIAA as well as other related matters and shareholder initiatives.

Authority

The Committee 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 Committee may also appoint subcommittees to further its work.

Composition

The Committee shall have at least three members, and only independent trustees may be members. Trustees shall be considered independent as long as they meet the independence requirements of the New York Stock Exchange or other applicable rules, as may be established by the Committee. Members of the Committee, including the Chair, shall be appointed annually by the Board and may be replaced by the Board.

Meetings

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

Responsibilities

The Committee’s responsibilities include the following:

• 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 Board of any changes; and
  
  
• Attend to such other matters as the Board may from time to time determine.
  
  
• Comment on the proposals of Congress, the Securities and Exchange Commission and other organizations that may affect the business, operations and/or interests of TIAA.