EXHIBIT 3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this ___ day of January, 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 UL II for Variable Life Insurance (hereinafter "Fund UL II"), a separate
account of the Company established On October 17, 1995 by its Chairman and Chief
Executive Officer pursuant to Section 38a-433 of the Connecticut General
Statutes.
1. The Company hereby agrees to provide all administrative services
relative to variable life insurance contracts and revisions thereof (hereinafter
"Contracts") sold by the Company, the net proceeds of which or reserves for
which are maintained in Fund UL II.
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 UL
II the administrative expenses of Fund UL II, 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 UL II, including
clerical, bookkeeping, accounting and other office personnel;
(c) all information and services, including legal services, required in
connection with registering and qualifying Fund UL II 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 life insurance
Contract Owners or
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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;
(f) the charges and expenses of any custodian or depository appointed by
Fund UL II for the safekeeping of its cash, securities and other
property; and
(g) the charges and expenses of independent accountants retained by Fund UL
II.
5. The services of the Company and TSSI to Fund UL II 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 death benefit payments will not
be affected by mortality experience (under Contracts the reserves for which are
invested in Fund UL II) and assumes the risks (a) that the actuarial estimate of
mortality rates among the insureds may prove erroneous and that reserves set up
on the basis of such estimates will not be sufficient to meet the Company's
death benefit 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 UL II an amount per valuation
period of Fund UL II, 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.
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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:___________________________________
Title:________________________________
ATTEST:
___________________
Assistant Secretary
THE TRAVELERS FUND UL II FOR VARIABLE
LIFE INSURANCE
By:___________________________________
Title:________________________________
WITNESS:
_____________________
TOWER SQUARE SECURITIES INC.
By:___________________________________
Title: _______________________________
ATTEST: (SEAL)
_____________________
Corporate Secretary
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