Amended as of May 14, 2013
The Operations Committees (“Committee”) are standing committees of the Boards of Trustees1 (“Board”) of the TIAA-CREF Funds Complex2 (“Funds”), established to perform certain oversight functions for the Board, to the extent permissible under applicable laws, with respect to operational matters of the Funds, including overseeing contracts with third-party service providers, certain legal, compliance and finance matters and sales and marketing matters.
The Committee’s responsibilities (which may also be conducted by the Board) include:
- Review investment advisory contracts with the Funds’ investment advisers and make recommendations to the Board for proposed renewals of the contracts.
- Review proposed new advisory contracts for operational Funds and proposed new advisory contracts for new Funds and make recommendations to the Board regarding such contracts.
- Review administrative contracts with the Fund's investment advisers or their affiliates.
- Review cost allocations and reimbursement agreements, including cost allocation for CREF, and make recommendations to the Board for estimated expenses.
- Review contracts with third-party service providers as required under the Board’s policy regarding approval of routine contracts.
- Review distribution, marketing and shareholder servicing agreements and plans, including quarterly review of Rule 12b-1 expenditures.
- Review protocols for preparation of registration statements and consider disclosure policies.
- Review pricing procedures and reports (including procedures and reports regarding and fair valued securities) and review pricing services used by the Funds.
- Review money market fund valuation procedures and reports.
- Review miscellaneous operational matters (such as dividend payments, borrowing arrangements, insurance arrangements and securities lending arrangements).
- Review operational metrics.
- Perform such other functions and have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the responsibilities provided in this charter.
Membership and Organization
- The Committee shall consist of at least three members.
- The Board may appoint members to fill vacancies.
- The Committee may delegate any portion of its authority to a subcommittee or subcommittees consisting of its members.
- Members of the Committee, including the Chair, shall be appointed by the Board after receipt of the recommendation of the Board’s Nominating and Governance Committee (“Nominating and Governance Committee”).
- Committee members shall serve until their successors are elected or their earlier resignation or removal. Any member of the Committee may be removed or replaced, for any reason at any time, by a majority vote of the Board.
- The Committee shall review and reassess this charter as it deems appropriate; however, changes will only be made following recommendation of the Nominating and Governance Committee and approval of the Board.
- The Committee shall meet at least four times per year.
- The Chair of the Committee or a majority of the Committee’s members 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, or more promptly if the majority of the members of the Committee waive such advance notice.
- A majority of members of the Committee shall constitute a quorum.
- A majority of the members present in person or by telephone (or other communications facilities that permit all persons participating in the meeting to hear or communicate with each other simultaneously) shall decide any question brought before the Committee.
- The Committee shall inform the Board of the significant actions taken or issues discussed at its meetings and otherwise report to the Board as the Committee deems (or the Chair of the Committee deems) desirable and appropriate.
- The Committee shall keep minutes of its meetings and regularly submit approved minutes of its meetings to the Board.
The Committee shall have the authority, at the expense of the Funds, to retain such independent accountants, lawyers, consultants or other advisors as they deem appropriate to assist and advise the Committee in connection with its responsibilities or any investigations.
The Committee shall perform a self-evaluation annually and report on its evaluation to the Nominating and Governance Committee. Such evaluation may be conducted in connection with the Board’s annual self-evaluation.