Distribution of the Contracts. (a) CREF appoints TC Services as the principal underwriter and distributor of the Contracts and grants to TC Services the exclusive right, subject to the requirements of the 1933 Act, the 1940 Act, the 1934 Act, FINRA’s Conduct Rules and the provisions of the Charter, Constitution and Bylaws of CREF and subject to the supervision, direction and control of the Board of Trustees of CREF (the “Board”), in accordance with the terms set forth in this Agreement, to distribute the Contracts during the term of this Agreement. TC Services accepts such appointment and agrees that it will, directly or through its agents: (1) use its best efforts to distribute the Contracts; (2) provide advice services to participants in CREF in connection with their CREF accumulations; (3) provide assistance in designing, installing and providing services for retirement plans for participating institutions that offer the Accounts as investment options (“Plans”) and to participants and prospective participants in the Plans; and (4) perform other services primarily intended to result in the sale of the Contracts or interests in the Accounts (the services referred to in this paragraph are referred to as “Distribution Services”). Distribution Services include, but are not limited to, the Distribution Services set forth below, to the extent that they are intended to result in the sale of Contracts or interests in the Accounts: (i) Plan enrollment services to qualified institutions, including providing enrollment kits to potential Plan participants; (ii) providing access to customers to allow the purchase of the Contracts; (iii) pre-screening of CREF customers and providing assistance to CREF customers in opening new accounts; (iv) handling outbound and inbound sales calls for the Accounts; (v) advertising for CREF (TC Services shall be responsible for filing all promotional, sales and advertising material related to the Contracts, as required, with FINRA and any state securities regulatory authorities. TC Services shall be responsible for filing all promotional, sales or advertising material, as required, with any state insurance regulatory authorities. The parties shall notify each other expeditiously of any comments provided by the SEC, FINRA or any securities or insurance regulatory authority on such material, and will cooperate expeditiously in resolving and implementing any comments, as applicable); (vi) printing and mailing of promotional, sales and advertising materials for CREF; (vii) distributing definitive CREF prospectuses and required information to prospective purchasers of CREF; (viii) effecting securities transactions involving the Contracts, including accepting orders for purchases, sales or transfers of accumulations; (ix) providing confirmation of securities transactions in CREF; (x) resolving CREF customer complaints/grievances relating to TC Services’ provision of Distribution Services (in resolving such complaints/grievances, TC Services shall follow the procedures set forth in Section 9(b)); (xi) maintaining books and records as required under applicable law with respect to the distribution of the Contracts; (xii) providing duly registered or otherwise qualified personnel for the performance of the Distribution Services 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 (xiii) maintaining sufficient facilities to perform the services under this Agreement. CREF shall reimburse TC Services for the cost of (1) the services called for under this Agreement, as well as (2) related services that benefit the TIAA pension platform or other retirement offerings and that may reasonably be allocated to CREF on the basis of indirect benefits to CREF; however, any services that are primarily intended to result in the sale of CREF contracts or units of interest may only be borne by CREF under this Agreement. CREF shall not bear the expense of any service for which the expense is deemed unreasonable by the Board, following consultation with TC Services. Upon request by the Board or a committee of the Board, TC Services shall furnish such information as may reasonably be necessary, as determined by the Board, for the Board to evaluate the reasonableness of the allocation of expenses to CREF. (b) Each party and their respective agents 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. TC Services agrees to comply with the applicable requirements of the securities laws as defined in Section 3(a)(47) of the 1934 Act, including any applicable 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. More specifically, and without limitation, to the extent necessary to perform the Distribution Services, TC Services and its associated persons performing the Distribution Services will be duly registered or otherwise qualified under the Federal Securities Laws and any applicable securities laws of any state or other jurisdiction in which the Contracts may lawfully be sold and in which TC Services is licensed or otherwise authorized to sell the Contracts. TC Services has, and assumes, full responsibility for the securities activities of all persons engaged directly or indirectly in the performance of the Distribution Services, and each such person will be considered a “person associated” of TC Services as defined in Section 3(a)(18) of the 1934 Act, and, therefore, a person for whom TC Services has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(E) of the 1934 Act. TC Services will be responsible for the training, supervision and control of its associated persons for the purpose of the NASD/FINRA Conduct Rules and the Federal Securities Laws and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, TC Services will adopt, retain, and revise, as necessary, written supervisory procedures in compliance with FINRA Rule 3110 (or a successor regulation issued by FINRA). As part of its compliance responsibilities, TC Services specifically agrees that it will institute procedures to comply with FINRA Rule 2330. (c) TC Services agrees to offer the Contracts for sale in accordance with the then-current prospectus for the Contracts (as the same may be supplemented from time to time, the “Prospectus”) filed with the SEC and deliver the Prospectus that describes the Contracts to the extent required under the 1933 Act and 1940 Act and the rules promulgated thereunder. (d) CREF will furnish TC Services, at the expense of TC Services, with copies of all Prospectuses, financial statements and other documents that TC Services reasonably requires for use in connection with the distribution of the Contracts. TC Services will not give any information or make any representations other than those contained in such Prospectuses, financial statements, and other documents that CREF provides without first obtaining CREF’s written approval; provided, however, that this requirement will not prevent TC Services from preparing or distributing sales literature or other related material that complies with all relevant securities law requirements. (e) TC Services agrees to perform or supervise the performance of all Distribution Services, including providing or supervising the provision of confirmations of securities transactions pursuant to 1934 Act Rule 10b-10 (or any applicable relief granted thereunder) and filing marketing materials with FINRA. TC Services will send or arrange to be sent a confirmation for each such transaction in accordance with the Federal Securities Laws (or any relief granted thereunder), and each such confirmation will reflect the facts of the transaction, and in such instances when TIAA is providing such confirmation, the form thereof will show that it is being sent on behalf of TC Services acting in the capacity of agent for CREF. (f) TC Services, in conjunction with the Board, will develop service metrics where practicable for the performance of certain Distribution Services, as reasonably requested by the Board (the “Service Metrics”), based on considerations of quality service and reasonable cost, for review by the Board, and will report to the Board its performance under the Service Metrics annually and at such other times as the Board may reasonably request.
Appears in 1 contract
Sources: Principal Underwriting and Distribution Services Agreement (College Retirement Equities Fund)
Distribution of the Contracts. (a) CREF appoints TC Services as the principal underwriter and distributor of the Contracts and grants to TC Services the exclusive right, subject to the requirements of the 1933 Act, the 1940 Act, the 1934 Act, FINRA’s Conduct Rules and the provisions of the Charter, Constitution and Bylaws of CREF and subject to the supervision, direction and control of the Board of Trustees of CREF (the “Board”), in accordance with the terms set forth in this Agreement, to distribute the Contracts during the term of this Agreement. TC Services accepts such appointment and agrees that it will, directly or through its agents: (1) use its best efforts to distribute the Contracts; (2) perform other services primarily intended to result in the sale of the Contracts or interests in the Accounts; and (3) with respect to Unit (as defined below) classes R1, R2 and R3, provide (i) advice services to participants in CREF in connection with their CREF accumulations; accumulations and (3ii) provide assistance in designing, installing and providing services for retirement plans for participating institutions that offer the Accounts as investment options (“Plans”) and to participants and prospective participants in the such Plans; and (4) perform other services primarily intended to result in the sale of the Contracts or interests in the Accounts (the . The services referred to in this paragraph and as outlined below and on Schedule B1 and Schedule B2 attached hereto are collectively referred to herein as “Distribution Services”). .
(b) Distribution Services for CREF accumulation and annuity units (each, a “Unit”) of beneficial interest in each Account with respect to Unit classes R1, R2 and R3 include, but are not limited to, the services set forth on Schedule B1 hereto, as amended from time to time. Distribution Services with respect to Unit class R4 include, but are not limited to, the services set forth on Schedule B2 hereto, as amended from time to time. TC Services and CREF acknowledge that the list of Distribution Services set forth below, in Schedule B1 and Schedule B2 to be provided by TC Services does not detail all the extent that they services TC Services is expected to provide for CREF and is intended only to identify and provide a summary description of certain of the Distribution Services. The descriptions in Schedule B1 and Schedule B2 are not intended to result in the sale be a complete recitation of Contracts or interests in the Accounts:
(i) Plan enrollment services to qualified institutions, including providing enrollment kits to potential Plan participants;
(ii) providing access to customers to allow the purchase every aspect of the Contracts;
(iii) pre-screening listed Distribution Services with respect to one or more Unit classes of CREF customers and providing assistance to CREF customers CREF. Moreover, the absence of a service from list in opening new accounts;
(iv) handling outbound and inbound sales calls for Schedule B1 or Schedule B2 shall not be an indication of whether the Accounts;
(v) advertising for CREF (TC Services shall be responsible for filing all promotional, sales and advertising material related to the Contracts, as required, with FINRA and any state securities regulatory authoritiesservice constitutes a Distribution Service. TC Services shall may provide or be responsible for filing all promotional, sales or advertising material, as required, with any state insurance regulatory authorities. The parties shall notify each other expeditiously of any comments provided by the SEC, FINRA or any securities or insurance regulatory authority requested to provide services to CREF in addition to those listed on such material, Schedule B1 and will cooperate expeditiously in resolving and implementing any comments, as applicable);Schedule B2.
(vic) printing and mailing of promotional, sales and advertising materials for CREF;
(vii) distributing definitive CREF prospectuses and required information to prospective purchasers of CREF;
(viii) effecting securities transactions involving the Contracts, including accepting orders for purchases, sales or transfers of accumulations;
(ix) providing confirmation of securities transactions in CREF;
(x) resolving CREF customer complaints/grievances relating to TC Services’ provision of Distribution Services (in resolving such complaints/grievances, TC Services shall follow the procedures set forth in Section 9(b));
(xi) maintaining books and records as required under applicable law with respect to the distribution of the Contracts;
(xii) providing duly registered or otherwise qualified personnel for the performance of the Distribution Services 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
(xiii) maintaining sufficient facilities to perform the services under this Agreement. CREF shall reimburse TC Services for the cost of (1) the services called for under this Agreement, as well as (2) related services that benefit the TIAA pension platform or other retirement offerings and that may reasonably be allocated to CREF Unit classes R1, R2 and R3 on the basis of indirect benefits to CREF; however, any services that are primarily intended to result in the sale of CREF contracts or units of interest may only be borne by CREF under this Agreement. .
(d) CREF shall not bear the expense of any service for which the expense is deemed unreasonable by the Board, following consultation with TC Services. Upon request by the Board or a committee of the Board, TC Services shall furnish such information as may reasonably be necessary, as determined by the Board, for the Board to evaluate the reasonableness of the allocation of expenses to CREF.
(be) Each party and their respective agents 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. TC Services agrees to comply with the applicable requirements of the securities laws as defined in Section 3(a)(47) of the 1934 Act, including any applicable 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. More specifically, and without limitation, to the extent necessary to perform the Distribution Services, TC Services and its associated persons performing the Distribution Services will be duly registered or otherwise qualified under the Federal Securities Laws and any applicable securities laws of any state or other jurisdiction in which the Contracts may lawfully be sold and in which TC Services is licensed or otherwise authorized to sell the Contracts. .
(f) TC Services has, and assumes, full responsibility for the securities activities of all persons engaged directly or indirectly in the performance of the Distribution Services, and each such person will be considered a “person associated” of TC Services as defined in Section 3(a)(18) of the 1934 Act, and, therefore, a person for whom TC Services has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(E) of the 1934 Act. TC Services will be responsible for the training, supervision and control of its associated persons for the purpose of the NASD/FINRA Conduct Rules and the Federal Securities Laws and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, TC Services will adopt, retain, and revise, as necessary, written supervisory procedures in compliance with FINRA Rule 3110 (or a successor regulation issued by FINRA). As part of its compliance responsibilities, TC Services specifically agrees that it will institute procedures to comply with FINRA Rule 2330.
(cg) TC Services agrees to offer the Contracts for sale in accordance with the then-current prospectus for the Contracts (as the same may be supplemented from time to time, the “Prospectus”) filed with the SEC and deliver the Prospectus that describes the Contracts to the extent required under the 1933 Act and 1940 Act and the rules promulgated thereunder.
(dh) CREF will furnish TC Services, at the expense of TC Services, with copies of all Prospectuses, financial statements and other documents that TC Services reasonably requires for use in connection with the distribution of the Contracts. TC Services will not give any information or make any representations other than those contained in such Prospectuses, financial statements, and other documents that CREF provides without first obtaining CREF’s written approval; provided, however, that this requirement will not prevent TC Services from preparing or distributing sales literature or other related material that complies with all relevant securities law requirements.
(ei) TC Services agrees to perform or supervise the performance of all Distribution Services, including providing or supervising the provision of confirmations of securities transactions pursuant to Rule 10b-10 under the 1934 Act Rule 10b-10 (or any applicable relief granted thereunder) and filing marketing materials with FINRA. TC Services will send or arrange to be sent a confirmation for each such transaction in accordance with the Federal Securities Laws (or any relief granted thereunder), and each such confirmation will reflect the facts of the transaction, and in such instances when TIAA is providing such confirmation, the form thereof will show that it is being sent on behalf of TC Services acting in the capacity of agent for CREF.
(fj) TC Services, in conjunction with the Board, will develop service metrics where practicable for the performance of certain Distribution Services, as reasonably requested by the Board (the “Service Metrics”), based on considerations of quality service and reasonable cost, for review by the Board, and will report to the Board its performance under the Service Metrics annually and at such other times as the Board may reasonably request.
Appears in 1 contract
Sources: Principal Underwriting and Distribution Services Agreement (College Retirement Equities Fund)
Distribution of the Contracts. (a) CREF appoints TC Services as the principal underwriter and distributor of the Contracts and grants to TC Services the exclusive right, subject to the requirements of the 1933 Act, the 1940 Act, the 1934 Act, FINRA’s Conduct Rules and the provisions of the Charter, Constitution and Bylaws of CREF and subject to the supervision, direction and control of the Board of Trustees of CREF (the “Board”), in accordance with the terms set forth in this Agreement, to distribute the Contracts during the term of this Agreement. TC Services accepts such appointment and agrees that it will, directly or through its agents: (1) use its best efforts to distribute the Contracts; (2) provide advice services to participants in CREF in connection with their CREF accumulations; (3) provide assistance in designing, installing and providing services for retirement plans for participating institutions that offer the Accounts as investment options (“Plans”) and to participants and prospective participants in the Plans; and (4) perform other services primarily intended to result in the sale of the Contracts or interests in the Accounts (the services referred to in this paragraph are referred to as “Distribution Services”). Distribution Services include, but are not limited to, the Distribution Services set forth below, to the extent that they are intended to result in the sale of Contracts or interests in the Accounts:
(i) Plan enrollment services to qualified institutions, including providing enrollment kits to potential Plan participants;
(ii) providing access to customers to allow the purchase of the Contracts;
(iii) pre-screening of CREF customers and providing assistance to CREF customers in opening new accounts;
(iv) handling outbound and inbound sales calls for the Accounts;
(v) advertising for CREF (TC Services shall be responsible for filing all promotional, sales and advertising material related to the Contracts, as required, with FINRA and any state securities regulatory authorities. TC Services shall be responsible for filing all promotional, sales or advertising material, as required, with any state insurance regulatory authorities. The parties shall notify each other expeditiously of any comments provided by the SEC, FINRA or any securities or insurance regulatory authority on such material, and will cooperate expeditiously in resolving and implementing any comments, as applicable);
(vi) printing and mailing of promotional, sales and advertising materials for CREF;
(vii) distributing definitive CREF prospectuses and required information to prospective purchasers of CREF;
(viii) effecting securities transactions involving the Contracts, including accepting orders for purchases, sales or transfers of accumulations;
(ix) providing confirmation of securities transactions in CREF;
(x) resolving CREF customer complaints/grievances relating to TC Services’ provision of Distribution Services (in resolving such complaints/grievances, TC Services shall follow the procedures set forth in Section 9(b));
(xi) maintaining books and records as required under applicable law with respect to the distribution of the Contracts;
(xii) providing duly registered or otherwise qualified personnel for the performance of the Distribution Services 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
(xiii) maintaining sufficient facilities to perform the services under this Agreement. CREF shall reimburse TC Services for the cost of (1) the services called for under this Agreement, as well as (2) related services that benefit the TIAA pension platform or other retirement offerings and that may reasonably be allocated to CREF on the basis of indirect benefits to CREF; however, any services that are primarily intended to result in the sale of CREF contracts or units of interest may only be borne by CREF under this Agreement. CREF shall not bear the expense of any service for which the expense is deemed unreasonable by the Board, following consultation with TC Services. Upon request by the Board or a committee of the Board, TC Services shall furnish such information as may reasonably be necessary, as determined by the Board, for the Board to evaluate the reasonableness of the allocation of expenses to CREF.
(b) Each party and their respective agents 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. TC Services agrees to comply with the applicable requirements of the securities laws as defined in Section 3(a)(47) of the 1934 Act, including any applicable 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. More specifically, and without limitation, to the extent necessary to perform the Distribution Services, TC Services and its associated persons performing the Distribution Services will be duly registered or otherwise qualified under the Federal Securities Laws and any applicable securities laws of any state or other jurisdiction in which the Contracts may lawfully be sold and in which TC Services is licensed or otherwise authorized to sell the Contracts. TC Services has, and assumes, full responsibility for the securities activities of all persons engaged directly or indirectly in the performance of the Distribution Services, and each such person will be considered a “person associated” of TC Services as defined in Section 3(a)(18) of the 1934 Act, and, therefore, a person for whom TC Services has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(E) of the 1934 Act. TC Services will be responsible for the training, supervision and control of its associated persons for the purpose of the NASD/FINRA Conduct Rules and the Federal Securities Laws and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, TC Services will adopt, retain, and revise, as necessary, written supervisory procedures in compliance with Section 3010 of the NASD/FINRA Rule 3110 Conduct Rules (or a successor regulation regulations issued by FINRA). As part of its compliance responsibilities, TC Services specifically agrees that it will institute procedures to comply with NASD/FINRA Rule 23302821.
(c) TC Services agrees to offer the Contracts for sale in accordance with the then-current prospectus for the Contracts (as the same may be supplemented from time to time, the “Prospectus”) filed with the SEC and deliver the Prospectus that describes the Contracts to the extent required under the 1933 Act and 1940 Act and the rules promulgated thereunder.
(d) CREF will furnish TC Services, at the expense of TC Services, Services with copies of all Prospectuses, financial statements and other documents that TC Services reasonably requires for use in connection with the distribution of the Contracts. TC Services will not give any information or make any representations other than those contained in such Prospectuses, financial statements, and other documents that CREF provides without first obtaining CREF’s written approval; provided, however, that this requirement will not prevent TC Services from preparing or distributing sales literature or other related material that complies with all relevant securities law requirements.
(e) TC Services agrees to perform or supervise the performance of all Distribution Services, including providing or supervising the provision of confirmations of securities transactions pursuant to 1934 Act Rule 10b-10 (or any applicable relief granted thereunder) and filing marketing materials with FINRA. TC Services will send or arrange to be sent a confirmation for each such transaction in accordance with the Federal Securities Laws (or any relief granted thereunder), and each such confirmation will reflect the facts of the transaction, and in such instances when TIAA is providing such confirmation, the form thereof will show that it is being sent on behalf of TC Services acting in the capacity of agent for CREF.
(f) TC Services, in conjunction with the Board, will develop service metrics where practicable for the performance of certain Distribution Services, as reasonably requested by the Board Services (the “Service Metrics”), ) based on considerations of quality service and reasonable cost, cost for review and approval by the Board, Board and will report to the Board its performance under the Service Metrics annually and at such other times as the Board may reasonably request.
Appears in 1 contract
Sources: Principal Underwriting and Distribution Services Agreement (College Retirement Equities Fund)