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TIAA-CREF Funds Nominating and Governance Committees Charter

Adopted on May 16, 2006

Introduction

The Nominating and Governance Committees ("Committees") are standing Committees of the Boards of Trustees ("Boards") of TIAA-CREF Funds ("Funds"), established to perform certain oversight functions for the Boards, to the extent permissible under applicable laws, with respect to promoting the best interests of the Funds and their shareholders through the implementation of sound governance policies and practices.

The organizational documents and the resolutions of the respective Boards, provide for the Boards' delegation of the authority, duties and responsibilities granted hereunder. The Committee shall address internal governance issues of the Funds. 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 retain or obtain advice from internal or external advisors as appropriate, and shall have sole authority to (i) retain and terminate any search firm to be used to identify potential trustees, (ii) retain and terminate independent consultants to assist in the evaluation of trustee compensation, and (iii) approve fees and other retention terms for such consultants. The Committees may also appoint subcommittees.

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 not "interested persons" within the meaning of the Investment Company Act of 1940, as amended, and otherwise independent in accordance with other applicable laws, rules, regulations and policies of the Boards pertaining to director independence. The Committees shall determine whether or not a member meets applicable independence requirements. Following the recommendation of the 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 Chairperson 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 shall regularly submit approved minutes of its meetings to the Boards.

Duties and Responsibilities

The Committees shall have the following duties and responsibilities:

Nomination of Trustees

• Periodically review criteria for Board membership and the procedures by which candidates are considered and selected, and make recommendations to the Boards as appropriate.
  
  
• Periodically review procedures by which shareholders can recommend candidates for trustees and the Committees' policies with respect to consideration of those candidates.
  
  
• Identify potential nominees for election as trustees consistent with criteria approved by the Boards.
  
  
• With respect to CREF, to the extent consistent with the requirements of the Investment Company Act of 1940 and the rules thereunder, consult with the CREF Board of Overseers with respect to trustee candidates.
  
  
• Recommend nominees for election as trustees.
  
  
• Recommend persons to fill interim vacancies on the Boards.
  
  
• Recommend standing committees for approval by the Boards.

Officers

• Recommend executive officers for approval by the Boards.
  
  
• Approve the titles of all appointed officers.
  

Trustee Qualifications, Performance, and Related Issues

• Periodically review the qualifications and independence of trustees.
  
  
• Conduct regular evaluations of trustee performance.
  
  
• Periodically review policies covering trustee attendance at meetings, including shareholder meetings.
  
  
• Oversee matters related to trustee compensation.
  

Committee Structure, Composition and Effectiveness

• Determine the appropriate structure and composition of the Boards and their Committees and chairpersons in terms of expertise, independence, size and other factors that the Committees deem appropriate, and make recommendations to the Boards as appropriate.
  
  
• Periodically review the Committees' charter and the charters of other Committees and recommend changes to the Board as appropriate.
  
  
• Conduct annual evaluations of the Committees' effectiveness in discharging their responsibilities.
  

Board Performance

• Conduct regular evaluations of Board performance, including the effectiveness of the Boards' oversight of management activities and the major operations of the Funds and their affiliates, and report results to the Boards at least annually.

Corporate Governance Policies and Practices

• Periodically review the Funds' governance policies and practices to ensure that they are consistent with sound governance, comply with applicable laws and regulations, and are appropriately disclosed, and recommend changes to the Boards as appropriate.
  
  
• Periodically review policies covering shareholder communications with trustees, including the public disclosure of such policies on the Funds' website and elsewhere, and make recommendations to the Boards as appropriate.
  
  
• Review any proposed changes to the Funds' governing documents, and recommend appropriate action to the Boards.

Other

• Advise the TIAA Human Resources Committee of the quality and levels of service provided to the Funds by the TIAA subsidiaries and assist such committee in arriving at its recommendations on the annual compensation of those TIAA employees who provided such services.

Approved by: Chairperson of the TIAA-CREF Nominating and Governance 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.