Exhibit 1.A(3)
DISTRIBUTION AGREEMENT
FOR THE CONTRACTS FUNDED BY
TIAA-CREF LIFE SEPARATE ACCOUNT VLI-1
THIS AGREEMENT made this __ day of January, 2002, by and among: TIAA-CREF
Life Insurance Company ("TIAA-CREF Life"), a New York insurance corporation, for
itself and on behalf of TIAA-CREF Life Separate Account VLI-1 (the "Separate
Account"), a separate account of TIAA-CREF Life established pursuant to the New
York State Insurance Law; and Teachers Personal Investors Services, Inc.
("TPIS"), a Delaware corporation.
WITNESSETH:
WHEREAS, TIAA-CREF Life has established the Separate Account to segregate
assets funding the variable benefits provided by certain flexible premium
variable universal life insurance contracts (the "Contracts"), as well as by
other contracts that may be offered by TIAA-CREF Life in the future; and
WHEREAS, the Separate Account is registered as a unit investment trust
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
currently consists of a number of sub-accounts that invest in the TIAA-CREF Life
Funds, and may consist of additional investment sub-accounts in the future
(collectively, referred to herein as "Accounts"); and
WHEREAS, TPIS will be the principal underwriter distributing the Contracts
and is registered as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), and is a member of the National Association of
Securities Dealers, Inc. ("NASD"); and
WHEREAS, TIAA-CREF Life and the Separate Account have filed a
registration statement to register the Contracts under the Securities Act of
1933, as amended (the "1933 Act"), and desires to retain TPIS to distribute the
Contracts and TPIS is willing to distribute the Contracts in the manner and on
the terms set forth herein; and
WHEREAS, TIAA-CREF Life is willing to compensate TPIS for the services to
be provided in the manner and on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, TIAA-CREF Life, the Separate Account, and TPIS hereby agree as
follows:
1. DISTRIBUTION OF THE CONTRACTS.
(a) TIAA-CREF Life 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 3010 of the NASD Conduct
Rules.
(c) TPIS 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 "Commission").
(d) TIAA-CREF Life 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-CREF Life or the Separate Account.
(e) It is understood that no payments made under the Contracts shall be
paid or remitted to TPIS.
2. BOOKS AND RECORDS
(a) TIAA-CREF Life, the Separate Account, and TPIS 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. All the books and records maintained by TIAA-CREF Life (on
behalf of TPIS) in connection with the offer and sale of the Contracts 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 variable life insurance operations. All such books and records
shall be maintained and held by TIAA-CREF Life on behalf of and as agent for
TPIS, whose property they are and shall remain. Such books and records shall be
at all times subject to inspection by the Commission in accordance with Section
17(a) of the
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1934 Act. TIAA-CREF Life shall retain control and responsibility for any
functions that it may delegate to other parties in connection with services
rendered pursuant to this agreement.
(b) TPIS shall have the responsibility for maintaining the records of sales
representatives licensed, registered and otherwise qualified to sell the
Contracts.
3. REPORTS. TPIS shall cause TIAA-CREF Life 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. COMPENSATION AND EXPENSES.
(a) In consideration of the services performed by TPIS hereunder, TIAA-CREF
Life shall compensate TPIS monthly. The amount of this compensation shall be
based on the premiums (which shall include amounts from investment vehicles of
companies other than TIAA) received by TIAA-CREF Life and allocated to the
Separate Account under the Contracts. The current rate of compensation is shown
on Schedule A, attached herewith.
(b) The Separate Account shall not be liable to TPIS (or TIAA-CREF Life)
for any expenses incurred for services related to the distribution of the
Contracts (except to the extent that amounts arising from the mortality and
expense risk charge paid to TIAA-CREF Life are deemed to cover such distribution
expenses). TPIS shall be responsible for all expenses relating to the
distribution of the Contracts, including but not limited to:
(i) the costs and expenses of providing the necessary facilities,
personnel, office equipment and supplies, telephone service, and other
utility service necessary to carry out its obligations hereunder;
(ii) charges and expenses of outside legal counsel retained with
respect to activities related to the distribution of the Contracts;
(iii) the costs and expenses of underwriting and issuance of the
Contracts;
(iv) the costs and expenses of printing definitive prospectuses and
statements of additional information and any supplements thereto for
prospective purchasers;
(v) expenses incurred in connection with TPIS's registration as a
broker or dealer or in the registration or qualification of its officers,
directors or representatives under federal and state securities laws;
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(vi) the costs of promotional, sales and advertising materials; and
(vii) any other expenses incurred by TPIS or its representatives in
connection with performing the obligations of TPIS under this Agreement.
6. NON-EXCLUSIVITY. TIAA-CREF Life and the Separate Account agree that the
services to be provided by TPIS hereunder are not to be deemed exclusive and
TPIS is free to act as distributor of other variable insurance products or
investment company shares issued by TIAA-CREF Life or any entity affiliated
therewith. TPIS 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 TIAA-CREF Life or the Separate Account in any way or
otherwise be deemed an agent of TIAA-CREF Life or the Separate Account other
than in furtherance of its duties and responsibilities as set forth in this
Agreement.
7. LIABILITY. TPIS will not be liable for any error of judgment or mistake
of law or for any loss suffered by the Separate Account in connection with the
matters to which this Agreement relates. Nothing herein contained shall be
construed to protect TPIS against any liability resulting from the bad faith or
negligence of TPIS 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. 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.
(b) TPIS 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
Agreement may request or require pursuant to applicable law or regulations.
Without limiting the generality of the foregoing, TPIS 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.
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9. INVESTIGATION AND PROCEEDINGS.
(a) TIAA-CREF Life, the Separate Account, and TPIS agree to cooperate fully
in any insurance or securities regulatory inspection, inquiry, investigation, or
proceeding or any judicial proceeding with respect to TIAA-CREF Life, the
Separate Account, or TPIS, 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, TIAA-CREF Life, the Separate
Account, and TPIS will cooperate in investigating such complaint and shall
arrive at a mutually satisfactory response.
10. DURATION AND TERMINATION OF THE AGREEMENT.
(a) This Agreement shall become effective with respect to the Contracts as
of the date first written above. It shall become effective as to any
subsequently offered contract when it has been approved by the TIAA-CREF Life
Board of Directors specifically for such contract. "Subsequently offered
contract" means a contract issued and funded by the Separate Account subsequent
to the initial effective date of this Agreement.
(b) This Agreement shall continue in effect until terminated in accordance
with paragraph 10(c) below.
(c) This Agreement may be terminated, without the payment of any penalty,
by TIAA-CREF Life, the Separate Account, or TPIS on sixty days' written notice
to the other parties. This Agreement shall automatically terminate in the event
of its assignment.
(d) 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 term "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.
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
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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.
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 TIAA-CREF Life -
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
Attention: Lisa Snow
(b) If to TPIS -
Teachers Personal Investors
Services, Inc.
730 Third Avenue
New York, New York 10017-3206
Attention: Lisa Snow
or to such other address as the parties shall designate by 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, TIAA-CREF Life, the Separate Account, and TPIS, have
caused this Agreement to be executed in their names and on their behalf by and
through their duly authorized officers on the day and year first above written.
TIAA-CREF LIFE INSURANCE COMPANY
for itself and on behalf of
TIAA-CREF LIFE SEPARATE ACCOUNT VLI-1
By: Attest:
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Title: President Title: Assistant Secretary
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TEACHERS PERSONAL INVESTORS SERVICES, INC.
By: Attest:
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Title:
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SCHEDULE A to
Distribution Agreement
for the Contracts Funded By
TIAA-CREF Life Separate Account VLI-1
The amount payable monthly by TIAA-CREF Life to TPIS in consideration of
the services performed by TPIS under this Agreement is forty hundredths of one
percent (0.40%) of the premiums (as that term is used in paragraph 5(a) of this
Agreement) received by TIAA-CREF Life and allocated to the Separate Account
under the Contracts during each month.