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EXHIBIT 99.B.3.B
SELLING AGREEMENT
FOR THE CONTRACTS FUNDED BY
TIAA SEPARATE ACCOUNT VA-1
THIS AGREEMENT made this 31st day of May, 1995, by and between Teachers
Personal Investors Services, Inc. ("TPIS"), a Delaware corporation, and
TIAA-CREF Individual & Institutional Services, Inc. ("T-C Services"), a Delaware
nonprofit corporation.
WITNESSETH:
WHEREAS, TPIS has entered into an agreement with Teachers Insurance and
Annuity Association of America ("TIAA") and TIAA Separate Account VA-1 (the
"Separate Account"), pursuant to which it serves as the distributor of the
Teachers Personal Annuity, an individual flexible premium deferred annuity
funded by the Separate Account (the "Contracts"); and
WHEREAS, TPIS proposes to have T-C Services sell, and T-C Services is
willing to sell, the Contracts; and
WHEREAS, each of TPIS and T-C Services is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and each
is a member of the National Association of Securities Dealers, Inc. ("NASD").
NOW, THEREFORE, TPIS and T-C Services hereby mutually agree as follows:
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1. Appointment of T-C Services
(a) TPIS hereby appoints T-C Services to distribute the
Contracts, subject to the requirements of the Securities Act of 1933 (the "1933
Act"), the 1934 Act and the Investment Company Act of 1940 (the "1940 Act")
during the term of this Agreement. T-C Services agrees to distribute the
Contracts and to advise owners of Contracts in connection therewith, in each
case subject to the direction of and any limitation imposed by TPIS.
(b) To the extent necessary to offer the Contracts, T-C
Services shall be duly registered or otherwise qualified under the securities
laws of any state or other jurisdiction. The sales representatives of T-C
Services shall be duly and appropriately licensed, registered or otherwise
qualified for the sale of such Contracts under the federal securities laws, any
applicable state insurance laws and securities laws of each state or other
jurisdiction in which such Contracts may lawfully be sold and in which T-C
Services is licensed or otherwise authorized to sell the Contracts. T-C Services
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 offering
and sale of the Contracts.
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(c) T-C Services 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) TPIS shall be responsible for furnishing T-C Services with
copies of all prospectuses, SAIs, financial statements and other documents which
T-C Services reasonably requires for use in connection with the distribution of
the Contracts. T-C Services will be entitled to rely on all documentation and
information furnished to it by TPIS.
2. Books and Records
(a) T-C Services shall cause to be maintained and preserved
all required books of account and related financial records as are required by
the 1934 Act, the NASD and any other applicable laws and regulations in
connection with its distribution of the Contracts. All such books and records
maintained by or on behalf of T-C Services shall be maintained and preserved in
conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act or
the corresponding provisions of any future federal securities laws or
regulations, to the extent that such requirements are applicable to the
Contracts operations. Such books and records shall be at all times subject to
inspection by the Commission in accordance with Section 17(a)
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of the 1934 Act.
(b) T-C Services shall have the responsibility for maintaining
the records of sales representatives licensed, registered and otherwise
qualified to sell the Contracts.
3. Reports
T-C Services shall cause TIAA and/or the Separate Account to be
furnished with such reports as either or both may reasonably request for the
purpose of meeting reporting and recordkeeping requirements under the insurance
laws of the State of New York and any other applicable states or jurisdictions.
4. Staff, Facilities, and Services
T-C Services shall be responsible for the maintenance of staff,
facilities and services necessary to meet its obligations hereunder in
connection with the distribution of the Contracts.
5. Expenses and Reimbursement
(a) T-C Services shall be responsible for all expenses
relating to its activities in connection with the distribution of the Contracts
pursuant to the terms of this Agreement.
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(b) TPIS shall reimburse T-C Services for those expenses T-C
Services incurs solely in connection with its distribution of the Contracts
pursuant to this Agreement. Reimbursement shall be made quarterly by means of a
single payment made within 30 days following the end of each quarter. These
expenses include, but are not limited to expenses incurred in connection with
T-C Services' registration as a broker or dealer or in the registration or
qualification of its officers, trustees or representatives under federal and
state securities laws.
6. Non-Exclusivity
TPIS understands and agrees that the services to be provided by T-C
Services hereunder are not to be deemed exclusive and T-C Services is free to
act as distributor of other variable insurance products or investment company
shares issued by TIAA, the College Retirement Equities Fund, or any entity
affiliated therewith. T-C Services shall, for all purposes herein, be deemed to
be an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent TPIS in any way or otherwise be deemed
an agent of TPIS other than in furtherance of its duties and responsibilities as
set forth in this Agreement.
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7. Liability
T-C Services will not be liable for any error of judgment or mistake of
law or for any loss suffered by TPIS in connection with the matters to which
this Agreement relates. Nothing herein contained shall be construed to protect
T-C Services against any liability resulting from the willful misfeasance, bad
faith, or gross negligence of T-C Services in the performance of its obligations
and duties, or from reckless disregard of its obligations and duties under this
Agreement or by virtue of violation of any applicable law.
8. Regulation
(a) This Agreement shall be subject to the provisions of the
1940 Act, the 1934 Act and the rules, regulations and rulings thereunder, and of
the NASD, as in effect from time to time, including such exemptions and other
relief as the Commission, its staff, or the NASD may grant, and the terms hereof
shall be interpreted and construed in accordance therewith.
(b) T-C Services shall submit to all regulatory and
administrative bodies having jurisdiction over the present and future operations
of the Separate Account, any information, reports or other material which any
such body by reason of this
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Agreement may request or require pursuant to applicable laws or regulations.
Without limiting the generality of the foregoing, T-C Services shall furnish the
SEC, the State of New York Secretary of State and/or the Superintendent of
Insurance with any information or reports which the SEC, the Secretary of State
and/or the Superintendent of Insurance may request in order to ascertain whether
the operations of the Separate Account are being conducted in a manner
consistent with applicable laws or regulations.
9. Investigation and Proceedings
(a) TPIS and T-C Services agree to cooperate fully in any
insurance or securities regulatory inspection, inquiry, investigation, or
proceeding or any judicial proceeding with respect to TIAA, the Separate
Account, TPIS or T-C Services, their affiliates and their representatives to the
extent that such inspection, inquiry, investigation or proceeding is in
connection with the Contracts distributed under this Agreement.
(b) In the case of a customer complaint, T-C Services and TPIS
will cooperate in investigating such complaint and shall arrive at a mutually
satisfactory response.
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10. Duration and Termination of the Agreement
(a) This Agreement shall become effective with respect to the
Contracts as of July 1, 1995 and shall continue in effect indefinitely.
(b) This Agreement may be terminated, without the payment of
any penalty, by T-C Services or TPIS on sixty days' written notice to the other
parties. This Agreement shall automatically terminate in the event of its
assignment. Without limiting the generality of the foregoing, the term
"assigned" shall not include any transactions exempted from Section 15(b)(2) of
the 1940 Act. Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligation to settle accounts hereunder and
the agreements contained in paragraph 9 hereunder.
11. Definitions
The terms "Assignment", "interested person", and "majority of the
outstanding shares", when used in this Agreement, shall have the respective
meanings specified under the 1940 Act and rules thereunder.
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12. Further Actions
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
13. Governing Law
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, as at the time in effect, and
the applicable provisions of the 1940 Act and rules thereunder or other federal
laws and regulations which may be applicable. To the extent that the applicable
law of the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act and rules thereunder or other federal laws
and regulations which may be applicable, the latter shall control.
14. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument.
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15. Notices
All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage prepaid,
addressed as follows:
(a) If to TPIS -
Teachers Personal Investors Services, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. XxXxxx
(b) If to T-C Services
TIAA-CREF Individual & Institutional Services, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx XxXxxxxxx
or to such other address as T-C Services or TPIS shall designate by written
notice to the others.
16. Miscellaneous
Captions in this Agreement are included for convenience or reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
In WITNESS WHEREOF, TPIS and T-C Services have caused this Agreement to
be executed in their names and on their behalf by
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and through their duly authorized officers on the day and year first above
written.
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: Attest:
Title: Title:
TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
By: Attest:
Title: Title:
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AMENDMENT TO THE SELLING AGREEMENT
FOR THE
CONTRACTS FUNDED BY
TIAA SEPARATE ACCOUNT VA-1 AND THE SHARES
ISSUED BY THE TIAA-CREF MUTUAL FUNDS
Amendment to the Selling Agreement for the Contracts Funded by
the TIAA Separate Account VA-1 dated May 31, 1995, by and between Teachers
Personal Investors Services, Inc. ("TPIS") and TIAA-CREF Individual &
Institutional Services, Inc. ("T-C Services") as amended June 30, 1997. T-C
Services and TPIS mutually agree that upon execution of this Amendment, the
Agreement shall be amended as set forth below:
1. The title of the Agreement is hereby amended to
read as follows:
"Selling Agreement for the Contracts Funded by the TIAA
Separate Account VA-1, TIAA-CREF Life Separate Account VA-1
and the Shares Issued by TIAA-CREF Mutual Funds.
2. The first Whereas clause is hereby amended to read as
follows:
"WHEREAS, TPIS has entered into agreements with the Teachers
Insurance and Annuity Association of America ("TIAA"), TIAA
Separate Account VA-1 ("VA-1"), TIAA-CREF Mutual Funds (the
"Fund"), and TIAA-CREF Life Insurance Company, for itself and
on behalf of TIAA-CREF Life Separate Account VA-1 ("TIAA-CREF
Life VA-1"), pursuant to which it serves as the principal
underwriter of the variable annuity Contracts (the
"Contracts") issued by VA-1 and TIAA-CREF Life VA-1 and the
shares issued by the Fund (the "Shares").
IN WITNESS WHEREOF, T-C Services and TPIS have caused this
Amendment to the Agreement to be executed in their names and on their behalf as
of this 30th day of November, 1998 by and through their duly authorized
officers.
TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
By: Attest:
Xxxx Xxxx Title:
Vice President, Chief
Counsel and Secretary
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: Attest:
Xxxxxx X. Xxxxx Title:
President
