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EXH-3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of December,
1995, by and among The Travelers Insurance 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 for Variable Annuities (hereinafter "Fund ABD "), 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.
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 the administrative expenses of Fund ABD, 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,
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 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
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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;
(f) the charges and expenses of any custodian or depository appointed
by Fund ABD for the safekeeping of its cash, securities and
other property; and
(g) the charges and expenses of independent accountants retained by
Fund ABD.
5. The services of the Company and TSSI to Fund ABD 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) 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 an amount
per valuation period of Fund ABD, 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 INSURANCE COMPANY
(Seal)
By:
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Title:
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ATTEST:
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Assistant Secretary
THE TRAVELERS FUND ABD
FOR VARIABLE ANNUITIES
By:
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Title:
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WITNESS:
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TOWER SQUARE SECURITIES, INC.
By:
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Title:
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ATTEST: (SEAL)
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Corporate Secretary
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