Amended as of July 16, 2014

1.  Purpose

The Audit 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 independent registered public accounting firm (“Independent Auditor”), management’s Internal Audit Division, accounting and financial reporting policies and practices, and internal controls. 

General Scope and Limitations of the Committee’s Responsibilities

Although the Committee has the oversight responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are presented fairly, completely, accurately and in accordance with generally accepted accounting principles, or regulated statutory accounting principles, as appropriate.

In carrying out the Committee’s responsibilities, each member of the Committee shall be entitled to rely, in good faith, on information, opinions, reports or statements, including financial statements and other financial data that are prepared and presented by persons who the Committee member reasonably believes to be reliable and competent in the matters presented, which persons may include, as applicable: (i) one or more officers of the Company or other members of management; (ii) legal counsel, public accountants or other persons as to matters within the person’s professional or expert competence; or (iii) another Committee of the Board.

2.  Independent Auditor

The Committee’s responsibilities include:

3.  Internal Audit

The Committee’s responsibilities include:

4.  Accounting and Financial Reporting Policies and Practices

The Committee’s responsibilities include:

5.  Additional Reporting

6.  Membership and Organization

7.  Meetings

8.  Advisors

9.  Performance Review

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