TIAA REAL ESTATE ACCOUNT FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On November 23, 2011, Teachers Insurance and Annuity Association of America ("TIAA"), on behalf of the TIAA Real Estate Account (the "Registrant"), and Real Estate Research Corporation (the "Fiduciary") entered into an Amended and Restated Letter Agreement (the "Fiduciary Agreement") governing the terms of the Fiduciary's provision of certain services to the Registrant. Pursuant to the Fiduciary Agreement, which is effective as of March 1, 2012, the Fiduciary will continue to serve as the independent fiduciary for the Registrant and perform the duties set forth in the Fiduciary Agreement and in the U.S. Department of Labor's Prohibited Transaction Exemption (PTE 96-76) for a term continuing through February 28, 2015. The Fiduciary will be paid a base fee equal to $650,000 per year (which base fee will increase by $25,000 in each of the second and third year of the agreement), subject to (i) the payment of additional fees associated with increased responsibilities the Fiduciary may have with respect to the Registrant from time to time, (ii) adjustments in fees related to the aggregate number of individual properties owned by the Registrant from time to time during the term of the agreement, and (iii) the limitation (as set forth in PTE 96-76) that the Fiduciary not receive payment from the Registrant, TIAA or TIAA's affiliates in any one year equal to more than 5% of the Fiduciary's gross income from all sources (including the Registrant) in the prior fiscal year.

A copy of the Fiduciary Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference into this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

  (a) Not Applicable.  (b) Not Applicable.  (c) Not Applicable.  (d) Exhibits.   Exhibit No.      Description                    Amended and Restated Letter Agreement with Independent Fiduciary, dated                  November 23, 2011, between TIAA, on behalf of the Registrant, and Real    10.1-         Estate Research Corporation

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