EXHIBIT 3
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this 8th day of September, 1995,
by and among The Travelers Life and Annuity Company, a Connecticut stock
insurance company (hereinafter the "Company"), Tower Square Securities, Inc., a
Connecticut general business corporation (hereinafter "TSSI"), and The Travelers
Fund XX XX for Variable Annuities (hereinafter "Fund XX XX"), a separate account
of the Company established by its President and Chief Executive Officer pursuant
to a resolution of the Company's Board of Directors on February 22, 1995,
pursuant to Section 38-433 of the Connecticut General Statutes.
1. The Company hereby agrees to provide all administrative services
relative to variable annuity contracts and revisions thereof (hereinafter
"Contracts") sold by the Company, the net proceeds of which or reserves for
which are maintained in Fund XX XX.
2. TSSI hereby agrees to perform all sales functions relative to the
Contracts. The Company agrees to reimburse TSSI for commissions paid, other
sales expenses and properly allocable overhead expenses incurred in performance
thereof.
3. For providing the administrative services referred to in paragraph 1
above and reimbursing TSSI for the sales functions referred to in paragraph 2
above, the Company will receive the deductions for sales and administrative
expenses which are stated in the Contracts.
4. The Company will furnish at its own expense and without cost to Fund XX
XX the administrative expenses of Fund XX XX, including but not limited to:
(a) office space in the offices of the Company or in such other place as may
be agreed upon from time to time, and all necessary office facilities
and equipment;
(b) necessary personnel for managing the affairs of Fund XX XX, including
clerical, bookkeeping, accounting and other office personnel;
(c) all information and services, including legal services, required in
connection with registering and qualifying Fund XX XX or the Contracts
with federal and state regulatory authorities, preparation of
registration statements and prospectuses, including amendments and
revisions thereto, and annual, semi-annual and periodic reports, notices
and proxy solicitation materials furnished to variable annuity Contract
Owners or regulatory authorities, including the costs of printing and
mailing such items;
(d) the costs of preparing, printing, and mailing all sales literature;
(e) all registration, filing and other fees in connection with compliance
requirements of federal and state regulatory authorities;
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(f) the charges and expenses of any custodian or depository appointed by
Fund XX XX for the safekeeping of its cash, securities and other
property; and
(g) the charges and expenses of independent accountants retained by Fund XX
XX.
5. The services of the Company and TSSI to Fund XX XX hereunder are not to
be deemed exclusive and the Company and TSSI shall be free to render similar
services to others so long as its services hereunder are not impaired or
interfered with thereby.
6. The Company agrees to guarantee that the annuity payments will not be
affected by mortality experience (under Contracts the reserves for which are
invested in Fund XX XX) and as such assumes the risks (a) that the actuarial
estimate of mortality rates among annuitants may prove erroneous and that
reserves set up on the basis of such estimates will not be sufficient to meet
the Company's variable annuity payment obligations, and (b) that the charges for
services and expenses of the Company set forth in the Contracts may not prove
sufficient to cover its actual expenses. For providing these mortality and
expense risk guarantees, the Company will receive from Fund XX XX an amount per
valuation period of Fund XX XX, as provided from time to time.
7. This Agreement will be effective on the date executed, and will remain
effective until terminated by any party upon sixty (60) days notice; provided,
however, that this agreement will terminate automatically in the event of its
assignment by any of the parties hereto.
8. Notwithstanding termination of this Agreement, the Company shall
continue to provide administrative services and mortality and expense risk
guarantees provided for herein with respect to Contracts in effect on the date
of termination, and the Company shall continue to receive the compensation
provided under this Agreement.
9. This Agreement is subject to the provisions of the Investment Company
Act of 1940, as amended, and the rules of the Securities and Exchange
Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and, in the case
of the Company and TSSI, seals to be affixed as of the day and year first above
written.
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Seal)
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Chairman
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ATTEST:
/s/ Xxxxxx X. Xxxxxx
----------------------------
Assistant Secretary
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THE TRAVELERS FUND XX XX FOR VARIABLE
ANNUITIES
By: /s/ Xxxxxxx X. Xxxxxxxxx
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WITNESS:
/s/ Xxxxxx X. Xxxxxx
----------------------------
TOWER SQUARE SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Title: Chairman
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ATTEST: (SEAL)
/s/ Xxxxxxxx X. XxXxx
---------------------------
Corporate Secretary
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