1
EXHIBIT 3(a)
FORM OF
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT (the "Agreement") made this ____ day of
_________, 1996, 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 Variable Life Insurance Separate Account Four (hereinafter
"Separate Account Four"), a separate account of the Company established on
October 16, 1996 by its President in accordance with a resolution adopted by
the Company's Board of Directors and 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 Separate Account Four.
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 for 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 Separate Account Four the administrative expenses of Separate Account Four,
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 Separate
Account Four, including clerical, bookkeeping, accounting and
other office personnel;
(c) all information and services, including legal services,
required in connection with registering and qualifying
Separate Account Four 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
1
2
Policy 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 Separate Account Four for the safekeeping of its
cash, securities and other property; and
(g) the charges and expenses of independent accountants retained
by Separate Account Four.
5. The services of the Company and Tower Square to Separate
Account Four hereunder are not to be deemed exclusive and the Company or 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 death benefit
payments will not be affected by mortality experience (under Contracts the
reserves for which are invested in Separate Account Four) and as such assumes
the risks (a) that the actuarial estimate of mortality rates among 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
Separate Account Four an amount per valuation period of Separate Account Four,
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.
2
3
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: President
--------------------------------------
ATTEST:
----------------------------
Assistant Secretary
THE TRAVELERS VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT FOUR
By:
-----------------------------------------
WITNESS:
----------------------------
TOWER SQUARE SECURITIES, INC.
By:
-----------------------------------------
Title:
--------------------------------------
ATTEST: (SEAL)
----------------------------
Corporate Secretary
3
