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EXHIBIT 3(A)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of ________,
1998, 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 Separate Account Six for Variable Annuities (hereinafter "Separate
Account Six "), 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 June 8, 1998, 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 Separate Account Six.
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
Separate Account Six the administrative expenses of Separate Account Six,
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
Six, 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
Six 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 Separate Account Six for the safekeeping of its cash,
securities and other property; and
(g) the charges and expenses of independent accountants retained by
Separate Account Six.
5. The services of the Company and TSSI to Separate Account Six
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.
