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EXHIBIT 3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of March, 1996,
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 QP II for Variable Annuities (hereinafter "Separate
Account QP II "), a separate account of the Company established on February 19,
1996 by its President and Chief Executive Officer pursuant to a resolution of
the Company's Board of Directors, 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 QP II.
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 QP II the administrative expenses of Separate Account QP II,
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
QP II, 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 QP
II or the Contracts with federal and
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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 QP II for the safekeeping of its cash,
securities and other property; and
(g) the charges and expenses of independent accountants retained by
Separate Account QP II.
5. The services of the Company and Tower Square to Separate Account
QP II 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 Separate Account QP II) 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 QP II an amount per valuation period of Separate Account QP II, 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
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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:
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ATTEST:
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Assistant Secretary
THE TRAVELERS SEPARATE ACCOUNT QP II
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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