Distribution of the Contracts Clause Samples
The "Distribution of the Contracts" clause defines how contracts or contractual rights are allocated or disseminated among parties involved. Typically, this clause outlines the procedures for assigning, transferring, or sharing the benefits and obligations of the contract, and may specify which parties are entitled to receive copies or information about the contract. Its core function is to ensure transparency and clarity regarding who holds or receives contractual rights, thereby preventing disputes over access or entitlement.
Distribution of the Contracts. (a) TIAA appoints Services as the principal underwriter and distributor of the Contracts and grants to Services the exclusive right, subject to the requirements of the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”), in accordance with the terms set forth TC Services Principal Underwriter Agreement dated 12-31-2025 for TIAA UIT Contracts Page 1 of 19 in this Agreement, to distribute the Contracts during the term of this Agreement. Services accepts such appointment and agrees to provide services (the “Duties”) as provided in this Agreement including (1) distribution services in connection with the Contracts and (2) services for owners of Contracts in connection with their Contract values, which Duties include, but are not limited to: (i) providing access to customers to allow the purchase of the Contracts; (ii) pre-screening of customers and opening new accounts; (iii) handling outbound and inbound sales calls; (iv) providing promotional, sales and advertising materials; (v) distributing definitive prospectuses and other information required to be distributed to prospective purchasers; (vi) monitoring and reviewing processes for effectuating changes to customer accounts; (vii) providing confirmation of securities transactions; (viii) resolving customer complaints/grievances; (ix) maintaining books and records as required under applicable law with respect to the distribution of the Contracts; (x) providing duly registered or otherwise qualified personnel for the performance of the Duties under the Federal Securities Laws (defined below) and any applicable securities laws of any state or other jurisdiction in which the Contracts may lawfully be sold; and (xi) maintaining sufficient facilities to perform the Duties under this Agreement. No facility of Services used in performing the Duties for or subject to use by TIAA will be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement. Services may authorize Selling Firms (as defined in Section 5(a) below) to perform some of the Duties enumerated above.
(b) Each party will implement and maintain appropriate measures reasonably designed to meet all applicable legal and regulatory requirements in connection with its performance of obligations with respect to the Contracts including, without limitation, those applicable to safeguarding customer information and customer information systems under applicable state and federal privacy laws and, with respe...
Distribution of the Contracts. (a) Representations and Warranties Regarding TIAA and Services
(i) TIAA represents and warrants that:
A. it is an insurance company duly organized, validly existing, and in good standing under the laws of the State of New York;
B. it is supervised by the New York Department of Insurance;
C. it is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales of Contracts made pursuant to this Agreement; and
D. it is duly authorized to enter into this Agreement.
(ii) Services represents and warrants that:
A. it is a broker-dealer, duly organized, validly existing, and in good standing under the laws of the State of Delaware;
B. it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”)(formerly the National Association of Securities Dealers, Inc. ("NASD"));
C. it is registered or qualified in all capacities and jurisdictions required by reason of any of its activities performed pursuant to this Agreement; and
D. it is duly authorized to enter into this Agreement.
(b) TIAA hereby appoints Services to distribute the Contracts, subject to the requirements of the 1933 Act and the 1934 Act, and the terms set forth herein. Services accepts this appointment and agrees to services, which shall include: (i) distribution of the Contracts during the term of this Agreement; (ii) advising existing Contract owners in connection with the their accumulations; and (iii) providing assistance in designing, installing, and providing administrative services to retirement plans for participating institutions and Contract owners (hereinafter the “Functions”).
(c) Services agrees to comply with the requirements of the securities laws as defined in section 3(a)(47) of the 1934 Act, including any rules or interpretations thereunder (hereinafter the “Federal Securities Laws”), any applicable securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the requirements of FINRA, and any applicable requirements of state insurance laws. More specifically, and without limitation, to the extent necessary to perform the Functions, Services and its associated persons shall be duly registered or otherwise qualified under the Federal Securities Laws, and any applicable securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which Services i...
Distribution of the Contracts. (a) TIAA and the Separate Account hereby grant to TPIS the exclusive right, subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. TPIS agrees to use its best efforts to distribute the Contracts, and to advise owners of Contracts in connection therewith.
(b) To the extent necessary to offer the Contracts, TPIS shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which TPIS is licensed or otherwise authorized to sell the Contracts. TPIS shall be responsible for the training, supervision and control of its registered representatives for the purpose of the NASD Rules and Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, TPIS shall retain written supervisory procedures in compliance with Section 27 of the NASD Rules of Fair Practice.
(c) TPIS agrees to offer the Contracts for sale in accordance with the then-current prospectus and statement of additional information ("SAI") therefor filed with the Securities and Exchange Commission (the "Commission").
(d) TIAA shall furnish TPIS with copies of all prospectuses, SAIs, financial statements and other documents which TPIS reasonably requires for use in connection with the distribution of the Contracts. TPIS will be entitled to rely on all documentation and information furnished to it by TIAA's or the Separate Account's management.
(e) It is understood that no payments made under the Contracts shall be paid or remitted to TPIS.
Distribution of the Contracts. The section on Distribution of the Contracts is deleted in its entirety and replaced with the following: DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. Travelers Distribution LLC ("TDLLC") serves as the principal underwriter and distributor of the securities offered through this Prospectus pursuant to the terms of the Distribution and Principal Underwriting Agreement. TDLLC also acts as the principal underwriter and distributor of other variable annuity contracts and variable life insurance policies issued by the Company and its affiliated companies. TDLLC's principal executive offices are located at One Cityplace, Hartford, Connecticut 06103. TDLLC is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). TDLLC is affiliated with the Company and each Separate Account. TDLLC, as the principal underwriter and distributor, does not retain any fees under the Contracts. The Contracts are offered on a continuous basis. TDLLC enters into selling agreements with broker-dealers who are registered with the SEC and are members of the NASD, and with entities that may offer the Contracts but are exempt from registration. Applications for the Contract are solicited by registered representatives who are associated persons of such broker-dealer firms. Such representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable insurance products. We intend to offer the Contract in all jurisdictions where we are licensed to do business and where the Contract is approved.
Distribution of the Contracts. (a) Great American Reserve and the Annuity Account hereby grant to PADCO the exclusive right, subject to the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, state law, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. PADCO agrees to use commercially reasonable efforts to distribute the Contracts.
(b) To the extent necessary to offer and sell the Contracts, PADCO shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction in which the Contracts lawfully may be sold and in which PADCO is licensed or otherwise authorized to sell the Contracts. In addition, to the extent necessary, e a c h of PADCO's agents or representatives soliciting applications for Contracts also shall be duly licensed, registered, or otherwise qualified for the offer and sale of C o ntracts under the applicable insurance laws and any a p p l i c able securities laws of each state or other jurisdictions in which these agents or representatives are soliciting applications for Contracts. PADCO shall be responsible for the training, supervision, and control of its registered representatives for the purpose of the NASD Rules of Fair Practice and federal and state securities law requirements applicable in connection with the distribution of the Contracts. In this connection, PADCO shall maintain written supervisory procedures in compliance with Rule 3010 of the NASD Conduct Rules.
(c) Unless otherwise permitted by applicable law, each person engaged in the distribution of Contracts under this Agreement shall be both an agent of Great American Reserve and a person associated with a broker or dealer, within the meaning attributed to that phrase under the 1934 Act (each such person, an "Agent," and, collectively, "Agents"). With respect to all Agents, PADCO or, in connection with the Sales Agreements authorized under section 2 of this Agreement, the broker-dealers which have agreed to participate in the distribution of Contracts pursuant to said Sales Agreements (the "Participating Broker-Dealers"), as appropriate, will be responsible for the training, qualification, registration, supervision, and control of the Agents in the manner and to the extent required by the applicable rules of the Securities and Exchange Commission (the "Commission") and the NASD and by any applicable securities laws or rules of the various states relating to the distribution of the Contracts....
Distribution of the Contracts. (a) TIAA and the Separate Account hereby appoint Services as the principal underwriter distributing the Contracts and grant to Services the exclusive right, subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. Services accept such appointment and agrees to use its best efforts to distribute the Contracts, and to advise owners of Contracts in connection therewith.
(b) To the extent necessary to offer the Contracts, Services shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which Services is licensed or otherwise authorized to sell the Contracts. Services shall be responsible for the training, supervision and control of its registered representatives for the purpose of the NASD Rules and Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, Services shall retain written supervisory procedures in compliance with Section 3010 of the NASD Conduct Rules.
(c) Services agrees to offer the Contracts for sale in accordance with the then-current prospectus for the Contracts filed with the Securities and Exchange Commission (the "SEC").
(d) The Contracts funded through the Separate Account will provide for the allocating of purchase payments among certain subaccounts for investment in such shares of the affiliated and non-affiliated funds as may be offered from time to time in the prospectus for the Contracts. The selection of the particular subaccount is to be made by the contract owner and such selection may be changed or the cash value may be transferred among or between subaccounts in accordance with the terms of the Contracts.
(e) TIAA shall furnish Services with copies of all prospectuses, SAIs, financial statements and other documents which Services reasonably requires for use in connection with the distribution of the Contracts. Services will be entitled to rely on all documentation and information furnished to it by TIAA or the Separate Account.
(f) It is understood that no payments made under the Contracts shall be paid or remitted to Services.
Distribution of the Contracts. 1.1 Appointment of the Distributor. The Company appoints the Distributor as the principal underwriter for the sale of Contracts to the public, during the term of the Agreement and in accordance with the provisions of this Article I, in each state and other jurisdictions in which such Contracts may lawfully be sold. The Distributor accepts such appointment.
Distribution of the Contracts. (1) JHFI shall use its best efforts to introduce and distribute IPL Contracts through national broker/dealers, regional broker/dealers, financial institution (bank) broker/dealers, and other broker/dealer firms.
(2) JHFI shall execute a Soliciting Dealer Agreement with the broker/dealers so selected, and IPL also shall be a party to the Agreement, the form of which is attached hereto as Appendix B. The Soliciting Dealer Agreement shall expressly state that said broker/dealer will assume full responsibility for compliance with the NASD Rules of Conduct, applicable Federal and state securities laws and regulations, and state insurance laws and regulations in connection with its offer, sale, and servicing of the Contracts.
(3) JHFI is responsible for instructing each broker/dealer to offer the Contracts for sale in accordance with the prospectus describing the Contract.
Distribution of the Contracts