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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 Fund XX XX for Variable Annuities (hereinafter "Fund 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 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 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 Fund
XX XX the administrative expenses of Fund 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 Fund 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 Fund 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 Fund XX XX for the safekeeping of its cash, securities and
other property; and
(g) the charges and expenses of independent accountants retained by
Fund XX XX.
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5. The services of the Company and Tower Square to Fund 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.
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 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 Fund XX XX an amount per
valuation period of Fund 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:
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ATTEST:
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Assistant Secretary
THE TRAVELERS FUND 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:
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ATTEST: (SEAL)
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Corporate Secretary
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