TIAA Diversified Business Committee

Approved May 19, 2011

Purpose

The Diversified Business Committee is a standing committee of the Board of Trustees (“Board”) of TIAA (“Company”), established to assist the Board in fulfilling its oversight responsibilities relating to the Company’s diversified businesses. Initially, the diversified businesses overseen by the Committee will include Kaspick & Company, LLC, Covariance Capital Management, Inc., TIAA-CREF Trust Company, FSB and TIAA-CREF Life Insurance Company. Other diversified businesses acquired or established by the Company will also be overseen by this committee. Diversified businesses, for the purpose of this Committee, shall be defined as (a) those businesses which are not part of the Company’s traditional pension business and (b) those businesses acquired by the Company in which the Company has assumed, by equity ownership or otherwise, active operational control.

Responsibilities

The Committee’s responsibilities include:

• Reviewing the strategic plans, business plans and operating results of the businesses;
• Approving capital contributions to the businesses from the Company up to the amount of $200 million, and recommending approval of amounts in excess of $200 million to the Board;
• Approving acquisitions of businesses or material assets by the businesses that are financed by the Company up to the amount of $200 million, and recommending approval of transactions valued in excess of $200 million to the Board;
• Approving any public debt or equity issued by the businesses;
• Approving any material private loans taken by the businesses;
• Approving “seed money” provided by the Company to the businesses;
• Approving the appointment of the directors or members of the boards of managers of the businesses;
• Reviewing significant legislation impacting the businesses and any legislative initiative conducted by the Company on behalf of the businesses; and
• Reviewing any material litigation, regulatory investigations or criminal proceedings arising out of the businesses.

Membership and Organization

• The Committee shall consist of at least four members of the Board as the Board from time to time shall determine.
• The members of the Committee shall be appointed by the Board at its regularly scheduled meeting in July and shall serve one year terms or until their successors are appointed or their earlier resignation or removal. The Board shall appoint members for a period shorter than one year in the event of a vacancy.
• The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.
• The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings.
• The Committee shall review and reassess this charter periodically and recommend changes to the Nominating and Governance Committee.

Meetings

• The Committee shall meet at least four times per year.
• The Chairman of the Committee may call a special meeting of the Committee upon due notice to the Corporate Secretary and each other member at least 48 hours prior to the meeting.
• Three members shall constitute a quorum.
• A majority of the members present shall decide any question brought before the Committee.

Advisors

• The Committee shall have the authority, at the expense of the Company, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate without prior management approval.

Performance Review

• The Committee shall evaluate its performance annually and report its conclusions to the Board.