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EXHIBIT 3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of December,
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 ABD II for Variable Annuities (hereinafter "Fund ABD II"), 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 October 17, 1995, pursuant to Section 38a-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 ABD 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 ABD II the administrative expenses of Fund ABD 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 ABD 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 ABD 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 annuity Contract Owners or
regulatory authorities, including the costs of printing and
mailing such items;
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(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 ABD II for the safekeeping of its cash, securities and
other property; and
(g) the charges and expenses of independent accountants retained by
Fund ABD II.
5. The services of the Company and TSSI to Fund ABD 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 annuity payments will
not be affected by mortality experience (under Contracts the reserves for which
are invested in Fund ABD II) 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 ABD
II an amount per valuation period of Fund ABD 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.
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.
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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:
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Title: Chairman
ATTEST:
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Assistant Secretary
THE TRAVELERS FUND ABD II FOR VARIABLE
ANNUITIES
By:
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WITNESS:
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TOWER SQUARE SECURITIES, INC.
By:
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Title: Chairman
ATTEST: (SEAL)
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Corporate Secretary
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