EX 1
AMENDMENT TO THE DISTRIBUTION AND
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment is to the Distribution and Administrative Services
Agreement, dated September 29, 1995, as amended from time to time (the
"Agreement"), by and between the Teachers Insurance and Annuity Association of
America ("TIAA"), on its own behalf and with respect to the TIAA Real Estate
Account ("Real Estate Account"), and TIAA-CREF Individual & Institutional
Services, Inc. ("Services"). TIAA and Services mutually agree that upon
execution of this Amendment, the Agreement shall be amended as set forth below:
Sections (c) and (d) of paragraph 7 of the Agreement are amended
to read as follows:
(c) For the services rendered and expenses incurred in
connection with distribution of the Contracts as provided herein, the
amount currently payable from the net assets of the Real Estate Account
each Valuation Day for each Calendar Day of the Valuation Period ending
on that Valuation Day will be 0.0001233% (corresponding to an annual rate
of 0.045% of average daily net assets).
(d) For the services rendered and expenses incurred in
connection with administration as provided in Section 5 and otherwise
herein, the amount currently payable from the net assets of each Account
each Valuation Day for each Calendar Day of the Valuation Period ending
on that Valuation Day will be 0.0007671% (corresponding to an annual rate
of 0.280% of average daily net assets).
For purposes of this Agreement, "Valuation Day," "Calendar Day,"
and "Valuation Period" shall each be defined as specified in the TIAA Real
Estate Account's current Registration Statement.
IN WITNESS WHEREOF, TIAA and Services have caused this Amendment
to the Agreement to be executed in their names and on their behalf and under
their trust and corporate seals as of this 1st day of May, 2003 by and through
their duly authorized officers effective as provided above.
TEACHERS INSURANCE AND ANNUITY
ATTEST: ASSOCIATION OF AMERICA
/s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Counsel, Securities Law and
Assistant Secretary
TIAA-CREF INDIVIDUAL &
ATTEST: INSTITUTIONAL SERVICES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Title: Vice President and Chief Counsel,
Corporate Law and Secretary