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EXHIBIT 3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this ___ day of _____, 1997,
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 "Tower Square"), and The
Travelers Fund BD III for Variable Annuities (hereinafter "Fund BD III "), 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 March
27, 1997, 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 BD III.
2. Tower Square hereby agrees to perform all sales functions relative to
the Contracts. The Company agrees to reimburse Tower Square 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 Tower Square 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
BD III the administrative expenses of Fund BD III, 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 BD III,
including clerical, bookkeeping, accounting and other office
personnel;
(c) all information and services, including legal services, required
in connection with registering and qualifying Fund BD III 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;
(f) the charges and expenses of any custodian or depository appointed
by Fund BD III for the safekeeping of its cash, securities and
other property; and
(g) the charges and expenses of independent accountants retained by
Fund BD III.
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5. The services of the Company and Tower Square to Fund BD III
hereunder are not to be deemed exclusive and the Company and Tower Square 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 BD III) 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 BD III an amount per
valuation period of Fund BD III, 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 Tower Square, seals to be affixed as of the day and year
first above written.
THE TRAVELERS INSURANCE COMPANY
(Seal) By:____________________________
Title:_________________________
ATTEST:
_____________________________
Assistant Secretary
THE TRAVELERS FUND BD III FOR
VARIABLE ANNUITIES
By:____________________________
Title:_________________________
WITNESS:
_____________________________
TOWER SQUARE SECURITIES, INC.
By:____________________________
Title:_________________________
ATTEST: (SEAL)
_____________________________
Corporate Secretary
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