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TIAA-CREF Funds Investment Committees Charter

Adopted on May 16, 2006

Introduction

The Investment Committees (“Committees”) are standing committees of the Boards of Trustees¹ (“Boards”) of TIAA-CREF Funds² (“Funds”), established to perform certain oversight functions for the Boards, to the extent permissible under applicable laws, regarding the investment process with respect to the Funds and to determine investment policies of the Funds.
 
The organizational documents³ 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 authority to hire independent experts, lawyers and other consultants, as they deem appropriate, to assist and advise the Committees in connection with their responsibilities.

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

The Committees shall meet at least three times annually, or more frequently as circumstances dictate. The Committees shall regularly submit approved minutes of their meetings to the Boards. At the request of the Committee's Chairperson, that Committee shall have the opportunity to meet privately with the Funds’ senior management in executive sessions. 

Duties and Responsibilities

The Committees shall have the following duties and responsibilities:

• Review the overall investment management philosophy and approach for each of the Funds and whether it meets the needs of the shareholders.
  
  
• Review and set guidelines for the investment strategy of each Fund.
  
  
• Review the Funds' investment performance, focusing in particular on areas of unsatisfactory performance, and discuss with the investment advisor.
  
  
• Review portfolio management, including portfolio composition and turnover.
  
  
• Review investment issues related to the Funds' cash flows.
  
  
• Review dividend policy for each of the Funds.
  
  
• Review securities lending activities of each of the Funds.
  
  
• Review reports on brokerage, including reports on best execution and any soft dollar arrangements.
  
  
• Consider other opportunities for recapture of fund expenses.
  
  
• Provide input to the Operations Committees and the Boards on investment aspects of contract renewal with the investment adviser.
  
  
• Review portfolio manager compensation.
  
  
• Evaluate investment management aspects of new fund ideas and make recommendations to the Boards.
  
  
• Assess the adequacy of this charter on an annual basis or as often as conditions warrant.
  

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.