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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 Life and Annuity Company, a Connecticut stock
insurance company (hereinafter the "Company"), Tower Square Securities, Inc., a
Connecticut general business corporation (hereinafter "Tower Square"), and The
Travelers Separate Account TR for Variable Annuities (hereinafter "Separate
Account XX XX"), 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 July 30, 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 Separate Account XX XX.
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
Separate Account XX XX the administrative expenses of Separate Account XX XX,
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
XX XX, 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 XX
XX 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 XX XX for the safekeeping of its cash,
securities and other property; and
(g) the charges and expenses of independent accountants retained by
Separate Account XX XX.
5. The services of the Company and Tower Square to Separate Account
XX XX 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.
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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 Separate Account XX XX) 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 Separate
Account XX XX an amount per valuation period of Separate Account XX XX, 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 LIFE AND ANNUITY COMPANY
(Seal)
By:
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Title: Chairman
ATTEST:
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Assistant Secretary
THE TRAVELERS SEPARATE ACCOUNT XX XX
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: Chairman
ATTEST: (SEAL)
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Corporate Secretary
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