Amended as of February 14, 2013

Purpose

The Investment Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities by (1) establishing the Company’s investment policies and overseeing its investments, and the investment activity of other accounts and funds held for the benefit of the Company and (2) overseeing the asset management business of the Company and the activities of certain asset management subsidiaries of the Company (the “Business”).

Responsibilities

The Committee’s responsibilities include:

(i) with respect to overseeing the invested assets of the Company’s General Account, the Real Estate Account and any other insurance separate account:

  • Reviewing the investment policies and strategies for the Company’s accounts, including asset classes, liquidity, the use of debt, and risk management;
  • Approving the investment and risk limits for such accounts; 
  • Approving the asset allocation ranges for the General Account investment program; 
  • Approving investments, either on an ad hoc basis or as standing authorities, and ratifying investments made pursuant to delegated authorities;
  • Approving seed money for new investment funds;
  • Overseeing the Company’s use of derivatives, including:
    • Approving the Company’s Derivatives Use Plan and any amendments thereto, and determining at least quarterly whether all derivatives transactions have been made in accordance with the Derivatives Use Plan;
    • Approving all derivatives activity or ratifying all derivatives activity occurring pursuant to delegated authority; and
    • Reviewing all individuals conducting, monitoring, controlling and auditing derivatives transactions to ensure those individuals are suitably qualified and have appropriate levels of knowledge and experience;
  • Reviewing the investment performance of the Company’s accounts referred to in this section (i), including benchmarks and attribution;
  • Reviewing third-party sub-advisors that manage accounts of the Company;

(ii) with respect to overseeing the Business:

  • Reviewing the strategic plans, business plans, financial position and operating results of the Business;
  • Approving capital contributions to the Business from the Company, subject to the limitations established by the Board;
  • Approving any acquisition that is related to the Business, subject to the limitations established by the Board;
  • Reviewing the organization and staffing of the Business;
  • Overseeing the risks associated with the Business, including operational and reputational risks; and
  • Reviewing the quality of the investment services provided to accounts and funds managed by the Company and its subsidiaries, such as
    • Overseeing the business and investment strategy and product mix;
    • Evaluating investment performance, performance benchmarks and attribution;
    • Reviewing costs, pricing and profitability; and
    • Comparing investment management services across clients and accounts; and
  • Reviewing the Committee's charter and recommending changes to the Nominating and Governance Committee as appropriate.

Membership and Organization

  • The Committee shall consist of at least four members, three of whom shall be independent as that term is defined by the Listing Standards of the New York Stock Exchange and the rules of the Department of Financial Services.
  • The members of the Committee shall be appointed by the Board and shall serve one year terms or until their successors are elected and qualified.
  • 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.
  • A majority of 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 Nominating and Governance Committee.

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