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EXHIBIT 3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of January,
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 "TSSI"), and The
Travelers Separate Account QP for Variable Annuities (hereinafter "Separate
Account QP"), a separate account of the Company established on December 26,
1995 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.
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 QP the administrative expenses of Separate Account QP,
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, 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 or
the Contracts with federal and state regulatory authorities,
preparation of registration statements and prospectuses, including
amendments and revisions thereto, and annual, semi-
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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 for the safekeeping of its cash, securities and
other property; and
(g) the charges and expenses of independent accountants retained by
Separate Account QP.
5. The services of the Company and TSSI to Separate Account QP
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.
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) 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 an amount per valuation period of Separate Account QP, 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
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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 TSSI, seals to be affixed as of the day and year first above
written.
THE TRAVELERS INSURANCE COMPANY
(Seal)
By:____________________________________
Title:_________________________________
ATTEST:
_____________________________________
Assistant Secretary
THE TRAVELERS SEPARATE ACCOUNT QP
FOR VARIABLE ANNUITIES
By:____________________________________
Title:_________________________________
WITNESS:
______________________________________
TOWER SQUARE SECURITIES, INC.
By:____________________________________
Title:_________________________________
ATTEST: (SEAL)
______________________________________
Corporate Secretary
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