TIAA-CREF Funds Complex Operations Committees Charter

Adopted on May 17, 2011

Purpose

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.

Responsibilities

The Committee's responsibilities include:

  1. Contracts with Investment Advisers
    1. Review annual fees and expenses for CREF and recommend to CREF Board for approval.
    2. Review, pursuant to Section 15(c) of the Investment Company Act of 1940, as amended, or as otherwise may be appropriate, information regarding the terms of investment advisory contracts for the Funds prior to entering into or renewing such contracts and make recommendations regarding the same to the Board.
    3. Review CREF mortality and expense fee, and recommend to the CREF Board for approval.
  2. Inter-company Arrangements
    1. Review, as appropriate, the allocation of costs and reimbursement agreements between CREF and Teachers Insurance and Annuity Association of America. Review, as appropriate, the allocation of costs between the Funds and their various affiliated service providers.
  3. Contracts with Third-Party Service Providers
    1. Review arrangements with third-party service providers.
  4. Distribution, Marketing and Shareholder Servicing
    1. Review material for annual renewal of distribution agreements and Rule 12b-1 plans and make recommendations to the Board.
    2. Review Rule 12b-1 expenditures quarterly.
    3. Review marketing and sales of Funds and policies regarding market timing.
    4. Review and consider proposed amendments to Funds' multi-class (Rule 18f-3) plan as necessary, and recommend to the Board for approval.
  5. Registration Statements and Disclosure
    1. Review, as necessary, the Board policy with respect to disclosure review.
    2. Review anticipated schedule for Funds' disclosure filings and related reviews.
  6. Pricing
    1. Review process and time of determination of NAV or AUV of Funds, and recommend changes to the Board when appropriate.
    2. Review pricing services used by the Funds.
    3. Review procedures to fair value securities, including "triggers," recommend changes to the Board.
    4. Review securities fair valued by the Funds' investment advisers during the period each quarter.
    5. Review procedures to determine liquidity of portfolio securities as may be necessary.
  7. Money Market Fund Review
    1. Review procedures for money market funds (Rule 2a-7) and recommend approval to the Board annually and review quarterly reports.
    2. Review any defaulted securities held in the Money Market portfolios of the Funds quarterly.
  8. Finance Matters
    1. Review dividend payments to be made by each Fund.
    2. Review and approve annually the dividend declarations of the Funds.
    3. Ratify certain borrowing under Funds' umbrella line of credit.
    4. Review fidelity bond and insurance arrangements and allocation of costs among Funds and any other joint insured parties and recommend to full Board for approval.
    5. Review pricing of the Funds and make recommendations to the Board when changes are required.
    6. Review securities lending activities of the Funds.
  9. Metrics
    1. Review operational metrics
       

Membership and Organization

  1. The Committee shall consist of at least three members.
  2. The Board may appoint members for a period shorter than one year to fill vacancies.
  3. The Committee may delegate their authority to a subcommittee or subcommittees consisting of its members.
  4. 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").
  5. 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.
  6. 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.
     

Meetings

  1. The Committee shall meet at least four times per year.
  2. The Chair 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, or more promptly if the majority of the members of the Committee waive such advance notice.
  3. A majority of members of the Committee shall constitute a quorum.
  4. 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.
  5. 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.
  6. The Committee shall keep minutes of its meetings and regularly submit approved minutes of its meetings to the Board.
     

Advisors

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.

Committee's Self-Evaluation

The Committee shall perform a self-evaluation annually and report on its evaluation to the Nominating and Governance Committee. Such evaluation may constitute a portion of the Board's annual self-evaluation.

1 For TIAA Separate Account VA-1, this refers to the Management Committee.

2 TIAA-CREF Funds Complex consists of: College Retirement Equities Fund ("CREF"), TIAA-CREF Funds, TIAA Separate Account VA-1 and TIAA-CREF Life Funds.

Proxy Information

CREF Proxy

TIAA Election

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