Item 1.01 Entry into a Material Definitive Agreement.

      On November 3, 2006, TREA Retail Property Portfolio 2006 LLC (“TREA”), a subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”), for the benefit of the TIAA Real Estate Account (the “Account”), entered into a Limited Liability Company Agreement (the “LLC Agreement”) with DDR TC LLC (“DDR TC”), a subsidiary of Developers Diversified Realty Corporation (“DDR”), with respect to DDR/TC Core Retail Fund, LLC, a Delaware limited liability company (the “Company”). DDR entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated October 20, 2006, with Inland Retail Real Estate Trust, Inc. (”Inland“) and a wholly owned subsidiary of DDR (“Merger Sub”). Under the Merger Agreement, Inland will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing after the merger as the surviving entity and as a subsidiary of DDR.

      Pursuant to the terms of a Purchase and Sale Agreement between Inland and DDR TC, concurrently with or immediately prior to the consummation of the Merger, Inland will cause its subsidiaries to transfer to the Company 67 of Inland’s community center properties located predominately in the southeastern United States for approximately $3.0 billion of total asset value (collectively, the “Properties“). At such time, TREA will contribute 85% of the equity in the Company (approximately $1.05 billion) and DDR TC will contribute 15% of the equity in the Company (approximately $185 million). It is expected that leverage will not exceed 60% of the aggregate value of the Properties. The consummation of the Purchase and Sale Agreement is conditioned upon the consummation of the Merger and other customary closing conditions. Consummation of the Merger is subject to a number of closing conditions, including, but not limited to, the approval of the Merger by Inland’s stockholders.

      Pursuant to the LLC Agreement, DDR TC will receive an acquisition fee in connection with the closing, as well as fees for performing certain services relating to the Properties and the operation of the Company, including fees for asset management and property management services. In addition, DDR TC will receive distributions equal to 20% of the net cash flow of the Company, only after TREA and DDR TC have each received distributions equaling a return of their capital plus a 10% rate of return on their equity investment. Further, at no time may the Company’s leverage exceed 60% of the value of the Properties on an aggregate basis without the consent of both TREA and DDR TC.

      Management of the Company will be vested in DDR TC, subject to unanimous approval rights relating to certain customary major matters, including, without limitation, (i) acquisitions and sales of the Properties, (ii) the Company’s financial affairs, including the incurrence of debt, (iii) affairs with respect to certain Property leases, (iv) modifications to the distributions of the Company, and (v) the merger, consolidation, termination or dissolution of the Company. In addition, the LLC Agreement provides that, without the consent of the other member, membership interests in the Company may only be transferred to certain affiliates of TIAA and DDR or pursuant to certain capital market events. Either member can elect to cause the Company to sell some or all of the Properties at any time, subject to certain agreed-upon procedures.