UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
February 16, 2022
TIAA REAL ESTATE ACCOUNT
(Exact Name of Registrant as Specified in its Charter)
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| New York | Not Applicable |
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| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
33-92990, 333-254314
(Commission File Number)
c/o Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206
(Address of principal executive offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code): (212) 490-9000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On February 10, 2022, Teachers Insurance and Annuity Association of America, on behalf of the TIAA Real Estate Account (the “Registrant”), entered into an engagement letter (the “Fiduciary Services Agreement”) with SitusAMC Real Estate Valuation Services, LLC (the “Independent Fiduciary”). The Fiduciary Services Agreement governs the terms of the Independent Fiduciary’s provision of certain fiduciary services to the Registrant. Pursuant to the Fiduciary Services Agreement, the Independent Fiduciary will continue to serve as the independent fiduciary for the Registrant and perform the duties set forth in the Fiduciary Services Agreement and in the U.S. Department of Labor’s Prohibited Transaction Exemption (PTE 96-76) for a five-year term continuing through February 28, 2027.
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| Exhibit No. | | Description |
| 10.1 -- | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TIAA REAL ESTATE ACCOUNT |
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| | By: | TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA |
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DATE: February 16, 2022 | By: | /s/ Ian Matthew |
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| | | Ian Matthew |
| | | Managing Director, Annuity Product Management |
