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:
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.
- 2 -
(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)
- 3 -
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.
- 4 -
(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.
- 5 -
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
- 6 -
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.
- 7 -
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.
- 8 -
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.
- 9 -
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
- 10 -
and through their duly authorized officers on the day and year first above
written.
TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxx Xxxx
--------------------- ------------------
Title: President Title: Assistant Secretary
------------------ -------------------
TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, INC.
By: /s/ Xxxx X. XxXxxxxxx Attest: /s/ Xxxx Xxxx
--------------------- ------------------
Title: President Title: Assistant Secretary
------------------ -------------------
- 11 -
AMENDMENT TO THE SELLING AGREEMENT
for the
CONTRACTS FUNDED BY
TIAA SEPARATE ACCOUNT VA-1
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"). 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 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") and TIAA-CREF Mutual Funds (the
"Fund") pursuant to which it serves as the principal underwriter
of the variable annuity Contracts (the "Contracts") issued by
VA-1 and the shares issued by the Fund (the "Shares"); and
3. Sections 1 through 16 of the Agreement are hereby amended to
replace every reference to "the Contracts" with "the Contracts
and/or 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 June, 1997 by and through their duly authorized officers.
TIAA-CREF Individual & Institutional Services, Inc.
By: /s/ Xxxxx Xxxxx Attest: /s/ Xxxxx Xxxxxxx
------------------- --------------------------
Title: President Title: Assistant Secretary
Teachers Personal Investors Services, Inc.
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxxx Xxxxxxx
------------------- --------------------------
Title: President Title: Assistant Secretary
