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REGISTRATION NO. 811-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
PURSUANT TO SECTION 8(B) OF THE INVESTMENT COMPANY ACT OF 1940
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
(NAME OF UNIT INVESTMENT TRUST)
THE TRAVELERS LIFE AND ANNUITY COMPANY
(NAME OF DEPOSITOR)
One Tower Square
Hartford, Connecticut 06183
(Registrant's Principal Business Address)
[_] Not the issuer of periodic payment plan certificates.
[X] Issuer of periodic payment plan certificates.
CONTENTS
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I. Organization and General Information
II. General Description of the Trust and Securities of the Trust
III. Organization, Personnel and Affiliated Persons of Depositor
IV. Distribution and Redemption of Securities
V. Information Concerning the Trustee or Custodian
VI. Information Concerning Insurance of Holders of Securities
VII. Policy of Registrant
VIII. Financial and Statistical Information
IX. Exhibits
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I. ORGANIZATION AND GENERAL INFORMATION
1.(a) Furnish name of the Trust and the Internal Revenue Service Employer
Identification Number.
The Travelers Fund UL II for Variable Life Insurance (the "Trust");
There is no IRS Employer Identification Number for the Trust.
(b)Furnish title of each class or series of securities issued by the Trust.
Flexible Premium Individual Variable Universal Life Insurance
Contract (the "Contract").
2. Furnish name and principal business address and zip code and the Internal
Revenue Service Employer Identification Number of each depositor of the
Trust.
The Travelers Life and Annuity Company ("TLAC")
One Tower Square
Hartford, Connecticut 06183
IRS Employer Identification Number: 06-0904249
3. Furnish name and principal business address and zip code and the Internal
Revenue Service Employer Identification Number of each custodian or
trustee of the Trust.
The Travelers Life and Annuity Company ("TLAC")
One Tower Square
Hartford, Connecticut 06183
IRS Employer Identification Number: 06-0904249
4. Furnish name and principal business address and zip code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the Trust.
No Contracts are currently being distributed. When such distribution
commences, Tower Square Securities, Inc. ("TSSI") will be the
"Principal Underwriter" for the Contracts.
Tower Square Securities, Inc. ("TSSI")
One Tower Square
Hartford, Connecticut 06183
IRS Employer Identification Number: 06-0843577
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the Trust.
State of Connecticut
6.(a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the Trust was
organized and issued or proposes to issue securities.
The Trust was established on October 17, 1995 pursuant to a
resolution of the Board of Directors of The Travelers Life and
Annuity Company. The Trust will continue in existence until its
complete liquidation and distribution of assets to all persons
entitled to receive them. The Contracts will be issued pursuant to
the Board's resolution. There is no such indenture or agreement.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the Trust are held by
the custodian or trustee.
TLAC intends to act as its own custodian for the safekeeping of the
Trust's assets. There is no such indenture or agreement.
7. Furnish in chronological order the following information with respect to
each change of name of the Trust since January 1, 1930. If the name has
never been changed, so state.
The Trust has never been known by any other name.
8. State the date on which the fiscal year of the Trust ends.
December 31st.
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9. MATERIAL LITIGATION. Furnish a description of any pending legal
proceedings, material with respect to the security holders of the Trust by
reason of the nature of the claim or the amount thereof, to which the
Trust, the depositor, or the principal underwriter is a party or of which
the assets of the Trust are the subject, including the substance of the
claims involved in such proceeding and the title of the proceeding.
Furnish a similar statement with respect to any pending administrative
proceeding commenced by a governmental authority or any such proceeding or
legal proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
There are no pending material legal or administrative proceedings
affecting the Trust to which the Trust, TLAC or TSSI is a party.
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the Trust:
(a) Whether the securities are of the registered or bearer type.
The Contracts are of the registered type insofar as all the insurance
policies are personal to the Contract Owner and records are
maintained by TLAC.
(b) Whether the securities are of the cumulative or distributive type.
iThe Contracts are of the cumulative type, providing for no
distribution of dividends or capital gains except in connection with
cash surrenders, loans, or death benefits.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Prospectus filed concurrently
herewith as part of a Registration Statement on Form S-6 under the
Securities Act of 1933 describing flexible premium variable universal
life insurance policies (the "Prospectus"), specifically, the section
entitled "Cash Value and Cash Surrender Value."
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Transfer of Cash Value," "Cash Value and Cash
Surrender Value," and "Exchange Rights."
(e) If the Trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults by security holders in making principal payments,
and with respect to reinstatement.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Allocation of Premium Payments" and "Lapse and
Reinstatement."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the Trust's securities or the underlying securities and
the relationship of such persons to the Trust.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Voting Rights" and "Disregard of Voting
Instructions."
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the Trust.
(2) the terms and conditions of the securities issued by the Trust.
(3) the provisions of any indenture or agreement of the Trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Insurance Company," "The Separate Account and
the Underlying Funds," and "The Contract Application."
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(h) Whether the consent of security holders is required in order for action
to be taken concerning any change in:
(1)the composition of the assets of the Trust.
(2)the terms and conditions of the securities issued by the Trust.
(3)the provisions of any indenture or agreement of the Trust.
(4)the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Insurance Company," "The Separate Account and
the Underlying Funds" and "Voting Rights."
(i) Any other principal feature of the securities issued by the Trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) through (g) or by any other item in this form.
Incorporated by reference to the Prospectus, specifically the
sections entitled "The Contract," "Other Matters," "Death Benefit"
and "Contract Loans."
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Separate Account and The Underlying Funds."
12. If the Trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a)Name of company.
(b)Name and principal business address of depositor.
(c)Name and principal business address of trustee or custodian.
(d)Name and principal address of principal underwriter.
(e)The period during which the securities of such company have been the
underlying securities.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Separate Account and the Underlying Funds," and
to the prospectuses for each Underlying Fund which accompany the
Prospectus. No underlying securities have yet been acquired by the
Trust.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13.(a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
Trust's securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the Trust;
(D) the nature of the services performed by such person in consideration
for such load, fee, expense or charge.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "Distribution of the
Contracts."
(b) For each installment payment type of periodic payment plan certificates
of the Trust, furnish the following information with respect to sales
load and other deductions from principal payments.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "Distribution of the
Contracts."
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the Trust. State each
different sales charge available as a percentage of the public offering
price and as a percentage of the net amount invested. List any special
purchase plans or methods established by rule or exemptive order that
reflect scheduled variations in, or elimination of, the sales load and
identify each class of individuals or transactions to which such plans
apply.
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Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "Distribution of the
Contracts."
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors or employees of the
depositor, trustee custodian, or principal underwriter.
Not Applicable.
(e) Furnish a brief description of any loads, fees, expenses or charges not
covered in Item 13(a) which may be paid by security holders in
connection with the Trust or its securities.
None.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d) through
the sale or purchase of the Trust's securities or interests in such
securities, or underlying securities or interests in underlying
securities, and describe fully the nature and extent of such profits or
benefits.
Neither the Depositor, the Principal Underwriter nor any of their
affiliates will receive any profits or benefits not included in
responses to Item 13(a) and 13(d) above.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the Trust bear to the dividend
and interest income from the Trust property during the period covered
by the financial statements filed herewith.
Not Applicable.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the Trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Contract."
15. Describe the procedure with respect to the receipt of payments from
purchasers of the Trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Contract."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Separate Account and the Underlying Funds." On
each Valuation Date, TLAC will make only one purchase or sale of the
shares of each Underlying Fund that is offered through the Trust's
Sub-Accounts. Each purchase or sale will be at net asset value, and
will represent a netting of all activities for the Sub-Account.
17.(a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Right to Cancel," "Cash Value and Cash Surrender
Value" and "Contract Loans."
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the Trust's securities or underlying
securities from security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
TLAC is required to honor and process all surrender requests as
described in Item 17(a) above. The Underlying Funds are required to
redeem their shares at net asset value and to make payment therefor
to the Trust within five (5) days of the receipt of any redemption
request.
(c) Indicate whether repurchased or redeemed securities will be canceled or
may be resold.
When a Contract is surrendered, it is canceled.
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18.(a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the Trust
and state the substance of the provisions of any indenture or agreement
pertaining thereto.
All income and other distributable funds of the Trust are reinvested
in the shares of the Underlying Funds that made the distributions and
will be added to the assets of the Trust.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not Applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose
and ultimate disposition thereof, and describe the manner of handling
of same.
The Trust holds certain reserves for life insurance benefits provided
by the Contracts.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by
the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made describe the nature thereof, the
account charged and the basis of determining the amount of such charge.
Not Applicable.
19. Describe the procedure with respect to the keeping of records and accounts
of the Trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Other Matters--Statements to Contract Owners."
20.State the substance of the provisions of any indenture or agreement
concerning the Trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not Applicable.
(b) The extension or termination of such indenture or agreement.
Not Applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
Not Applicable.
(d) The appointment of a successor trustee and the procedure if a successor
trustee is not appointed.
Not Applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Insurance Company."
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Insurance Company."
21.(a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Contract Loans."
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(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated person
of the foregoing. The following items should be covered:
(1) The name of each person who makes such agreements or arrangements
with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or arrangement.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Contract Loans."
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of the
foregoing and the aggregate amount of loans in default at the end of
the last fiscal year covered by financial statements filed herewith.
Not Applicable.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Not Applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the Trust,
including the amount of coverage and the type of bond.
Not Applicable.
24. State the substance of any other material provisions of any indenture or
agreement concerning the Trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
Not Applicable.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS
OF THE DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the Trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
The Travelers Life and Annuity Company is a stock insurance company
incorporated on December 5, 1973 in the State of Connecticut.
26.(a) Furnish the following information with respect to all fees received by
the depositor of the Trust in connection with the exercise of any
functions or duties concerning securities of the Trust during the
period covered by the financial statements filed herewith:
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee or
participation.
(4) The aggregate amount received during the last fiscal year covered by
the financial statements filed herewith.
Not Applicable.
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27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the Trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the Trust, state the
name or names of such company or companies, their relationship, if any, to
the Trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
TLAC is empowered by its charter to write life, accident and health
insurance endowments and annuities, and to pay benefits in fixed
and/or variable amounts. TLAC currently writes individual life
insurance and individual and group annuity contracts on a non-
participating basis.
In addition to serving as depositor for the Trust, TLAC also serves
or will serve as the depositor for the following investment
companies:
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Variable Life Insurance Separate Account One
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28.(a) Furnish as at latest practicable date the following information with
respect to the depositor of the Trust, with respect to each officer,
director, or partner of the depositor, and with respect to each natural
person directly or indirectly owning, controlling or holding with power
to vote 5% or more of the outstanding voting securities of the
depositor.
Not applicable. See Item 29 below.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
Incorporated by reference to the Prospectus, specifically the section
entitled "Management."
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting securities
of the depositor.
As of October 1, 1995, TLAC is a wholly owned subsidiary of The
Travelers Insurance Company, which is an indirect wholly owned
subsidiary of Travelers Group Inc. The following table shows via
indentations the relationship of TLAC to Travelers Group Inc.:
Travelers Group Inc.
Associated Madison Companies, Inc.
PFS Services Inc.
The Travelers Insurance Group Inc.
The Travelers Insurance Company
The Travelers Life and Annuity Company
CONTROLLING PERSONS
30. Furnish as the latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
No person other than those covered by Items 28, 29 and 42 hereof
directly or indirectly controls the depositor.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR, COMPENSATION OF OFFICERS
OF DEPOSITOR
31. Furnish the following information with respect to the remuneration of
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration:
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(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor.
Not Applicable.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Not Applicable.
COMPENSATION TO EMPLOYEES
33.(a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and
32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
Not Applicable.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by financial
statements filed herewith to the following classes of persons
(exclusive of those persons covered by Item 33(a)): (1) Sales managers,
branch managers, district managers and other persons supervising the
sale of registrant's securities; (2) Salesmen, sales agents, canvassers
and other persons making solicitations but not in supervisory capacity;
(3) Administrative and clerical employees; and (4) Others (specify). If
a person is employed in more than one capacity, classify according to
predominant type of work.
Not Applicable.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
Trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and any
of its subsidiaries.
Not Applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the Trust's securities
(a) are currently being made, (b) are presently proposed to be made and
(c) have been discontinued, indicating by appropriate letter the status
with respect to each state.
The Trust has not yet commenced operations and no sales have been
made or discontinued in any state. It is proposed that securities of
the Trust will be sold in all states of the United States, except New
York.
36. If sales of the Trust's securities have at any time since January 1, 1936
been suspended for more than a month describe the reasons for such
suspension.
Not Applicable.
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37.(a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the Trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1)Name of officer, agency or body.
(2)Date of denial.
(3)Brief statement of reason given for denial.
Not Applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the Trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
(1)Name of officer, agency or body.
(2)Date of revocation.
(3)Brief statement of reason given for revocation.
Not Applicable.
38. (a)Furnish a general description of the method of distribution of
securities of the Trust.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Contract" and "Distribution of the Contracts."
(b) State the substance of any current selling agreement between each
principal underwriter and the Trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
Distribution Agreement. Incorporated herein by reference to Exhibit
3(a) to the Registration Statement on Form S-6.
(c) State the substance of any current agreement or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. with respect
to commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the Trust is the issuer of periodic
payment plan certificates, furnish schedules of commissions and the
bases thereof.
Selling Agreement. Incorporated herein by reference to Exhibit 3(b)
to the Registration Statement on Form S-6.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39.(a) State the form of organization of each principal underwriter of
securities of the Trust, the name of the state or other sovereign power
under the laws of which each underwriter was organized and the date of
organization.
Tower Square Securities, Inc. is a stock corporation incorporated on
January 31, 1968 in the State of Connecticut.
(b) State whether any principal underwriter currently distributing
securities of the Trust is a member of the National Association of
Securities Dealers, Inc.
No Contracts are currently being distributed. Tower Square
Securities, Inc. is a member of the National Association of
Securities Dealers, Inc.
40.(a) Furnish the following information with respect to all fees received by
each principal underwriter of the Trust from the sale of securities of
the Trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
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(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee or
participation.
(4) The aggregate amount received during the last fiscal year covered by
the financial statements filed herewith.
Not Applicable.
41.(a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the Trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the Trust, state the name or
names of such company or companies, their relationship, if any, to the
Trust and the nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and the
circumstances surrounding such cessation.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Distribution of Contracts." As of the date of this
Registration Statement, TSSI acts in the capacity of principal
underwriter with respect to the following investment companies:
The Travelers Growth and Income Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
The Travelers Aggressive Stock Account for Variable Annuities
The Travelers Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Three
(b) Furnish as at latest practicable date the address of each branch office
of each principal underwriter currently selling securities of the Trust
and furnish the name and residence address of the person in charge of
such office.
Not Applicable.
(c) Furnish the number of individual salesmen of each principal underwriter
through whom any of the securities of the Trust were distributed for
the last fiscal year of the Trust covered by the financial statements
filed herewith and furnish the aggregate amount of compensation
received by such salesmen in such year.
Securities of the Trust have not yet been distributed by the
principal underwriter or any of its representatives. Following the
effectiveness of this Registration Statement, securities of the Trust
may be sold by broker-dealers entering into selling agreements with
TSSI, the principal underwriter. Securities will also be sold
directly by representatives of TSSI.
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<PAGE>
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the Trust and with respect to each of the officers, directors or partners
of such underwriter:
Securities of the Trust have not yet been distributed by the
principal underwriter or any of its representatives. As of October
31, 1995, the directors and officers of Tower Square Securities,
Inc. were as follows:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
Russell H. Johnson Chairman and Chief Executive Officer
Donald R. Munson, Jr. President and Chief Operating Officer
George C. Kokulis Director
Gregory C. MacDonald Director and Assistant Secretary
Robert C. Hamilton Director and Senior Vice President
Kathleen A. Preston Director and Executive Vice President
William F. Scully III Treasurer and Vice President of Operations
Kathleen A. McGah Corporate Secretary and General Counsel
Alison K. George Director of Compliance and Assistant Secretary
Thomas P. Tooley Vice President, Life Marketing
George A. Ryan Vice President
William H. White Assistant Treasurer
Charles B. Chamberlain Assistant Treasurer
George M. Quaggin Assistant Treasurer
Jeffrey A. Barker Regional Vice President
Walter Melnik, Jr. Regional Vice President
Raymond W. Sheridan Regional Vice President
</TABLE>
The principal business address for all persons listed above is: One Tower
Square, Hartford, Connecticut 06183
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the Trust or effecting
transactions for the Trust in the portfolio securities of the Trust.
Not Applicable.
OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the Trust for purposes of determining the offering
price to the public of securities issued by the Trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6) Whether adjustments are made for fractions, (i) before adding
distributor's compensation (load); and (ii) after adding
distributor's compensation (load).
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Accumulation Unit Values."
(b) Furnish a specimen schedule showing the components of the offering
price of the Trust's securities as at latest practicable date.
No Contracts have yet been offered for sale to the public.
13
<PAGE>
(c) If there is any variation in the offering price of the Trust's
securities to any person or classes of persons other than underwriters,
state the nature and amount of such variation and indicate the person
or classes of persons to whom such offering is made.
There will not be any variation in offering price. Incorporated
herein by reference to the Prospectus, specifically the section
entitled "The Contract."
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the Trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not Applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued
by the Trust:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation.)
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities.
(6) Whether adjustments are made for fractions.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Contract," "Surrender Charges," "Transfer of
Cash Value" and "Cash Value and Cash Surrender Value." The source of
quotations for the Underlying Funds' securities will be the
respective custodian or principal underwriter for the Underlying
Funds.
(b) Furnish a specimen schedule showing the components of the redemption
price to holders of the Trust's securities as at the latest practicable
date. Such schedule shall be in substantially the following form.
Not Applicable.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains
such a position. Include a description of the procedure with respect to
the purchase of underlying securities or interests in the underlying
securities from security holders who exercise redemption or withdrawal
rights and the sale of such underlying securities and interests in the
underlying securities to other security holders. State whether the method
of valuation of such underlying securities or interests in underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Separate Account and the Underlying Funds."
Methods of valuation do not differ from those described in Items 44
and 46.
14
<PAGE>
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
Trust.
(a) Name and principal address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
TLAC is a corporation incorporated under the laws of the State of
Connecticut. Its principal business address is One Tower Square,
Hartford, Connecticut 06183. It is regulated and supervised by the
Connecticut Insurance Commissioner
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the Trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or expenses
are prepaid, state the unearned amount.
TLAC will not receive separate compensation for services rendered as
custodian.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the Trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture or
agreement with respect thereto.
Not Applicable.
VI. INFORMATION CONCERNING INSURANCE
OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
PLEASE NOTE: The Contracts are themselves the securities being issued in
this case, and the responses to question 51 set forth refer to the
insurance that is provided by the "security" that is being registered.
(a) The name and address of the insurance company.
The Travelers Life and Annuity Company One Tower Square Hartford,
Connecticut 06183
(b) The types of policies and whether individual or group policies.
Flexible Premium Individual Variable Universal Life Insurance
Contracts.
(c) The types of risks insured and excluded.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Contract Application."
(d) The coverage of the policies.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Contract."
(e) The beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Death Benefit."
(f) The terms and manner of cancellation and of reinstatement.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Lapse and Reinstatement."
(g) The method of determining the amount of premiums to be paid by holders
of securities.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Contract."
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not Applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
Applicable.
15
<PAGE>
(j) The substance of any other material provisions of any indenture or
agreement of the Trust relating to insurance.
Not Applicable.
VII. POLICY OF THE REGISTRANT
52.(a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated from
assets of the Trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to be employed
in connection with such selection, elimination or substitution, state
the name of such person, the nature of any affiliation to the
depositor, trustee or custodian, and any principal underwriter, and the
amount of remuneration to be received for such services. If any
particular person is not designated in the indenture or agreement,
describe briefly the method of selection of such person.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Separate Account and the Underlying Funds."
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith:
(1)Title of security;
(2)Date of elimination;
(3)Reasons for elimination;
(4)The use of the proceeds from the sale of the eliminated security;
(5)Title of security substituted, if any;
(6) Whether depositor, principal underwriter, trustee or custodian or
any affiliated person of the foregoing were involved in the
transaction;
(7) Compensation or remuneration received by each such person directly
or indirectly as a result of the transaction.
Not Applicable.
(c) Describe the policy of the Trust with respect to the substitution and
elimination of the underlying securities of the Trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any underlying
security;
(3) whether the acquisition of such substituted security or securities
would constitute the concentration of investment in a particular
industry or group of industries or would conform to a policy of
concentration of investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities of another
investment company; and
(5) the substance of the provisions of any indenture or agreement which
authorize or restrict the policy of the registrant in this regard.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Substitution."
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the Trust which is deemed a matter of
fundamental policy and which is elected to be treated as such.
None.
REGULATED INVESTMENT COMPANY
53.(a) State the taxable status of the Trust.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Federal Tax Considerations."
(b) State whether the Trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention with
respect to such qualifications during the current taxable year.
Not applicable.
16
<PAGE>
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the Trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series of
its securities:
Not Applicable.
55. If the Trust is not the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the Trust.
Not Applicable.
56. If the Trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during such period, the following
information for each fully paid type of each installment payment type of
periodic payment plan certificate currently being issued by the Trust.
Not Applicable.
57. If the Trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the Trust.
Not Applicable.
58. If the Trust is the issuer of periodic payment plan certificates furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
Not Applicable.
59. Financial Statements.
FINANCIAL STATEMENTS OF THE TRUST
The Trust has not yet commenced operations, has no assets or
liabilities and has received no income and incurred no expenses, and,
therefore, financial statements are not available at this time.
FINANCIAL STATEMENTS OF DEPOSITOR
The financial statements of The Travelers Life and Annuity Company
will be provided in a Pre-Effective Amendment to the Registration
Statement on Form S-6.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust was
organized or issued securities.
Incorporated herein by reference to the exhibits contained in the
Registration Statement on Form S-6.
(2) The indenture or agreement pursuant to which the proceeds of payments
of securities are held by the custodian or trustee, if such indenture
or agreement is not the same as the indenture or agreement referred to
in paragraph (1).
Not Applicable.
(3) Distributing contracts:
(a) Agreements between the Trust and principal underwriter or between
the depositor and principal underwriter.
(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
(c) Schedules of sales commissions referred to in Item 38(c).
Incorporated herein by reference to the exhibits contained in the
Registration Statement on Form S-6.
17
<PAGE>
(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreements set forth in
paragraphs (1), (2) and (3) with respect to the Trust or its
securities.
Not Applicable.
(5) The form of each type of security.
Incorporated herein by reference to the exhibits contained in the
Registration Statement on Form S-6.
(6) The certificate of incorporation or other instrument of organization
and by-laws of the depositor.
Incorporated herein by reference to the exhibits contained in the
Registration Statement on Form S-6.
(7) Any insurance policy under a contract between the Trust and the
insurance company or between the depositor and the insurance company,
together with the table of insurance premiums.
Not Applicable.
(8) Any agreement between the Trust or the depositor concerning the Trust
with the issuer, depositor, principal underwriter or investment adviser
of any underlying investment company or any affiliated person of such
persons.
Not Applicable.
(9) All other material contracts not entered into in the ordinary course of
business of the Trust or of the depositor concerning the Trust.
None.
(10) Form of application for a periodic payment plan certificate.
Incorporated herein by reference to the exhibits contained in the
Registration Statement on Form S-6.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.
Not Applicable.
(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which
have heretofore been filed with the Commission pursuant to the Act.
Not Applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the Trust,
distributed securities of the Trust during the last fiscal year covered by
the financial statements filed herewith.
Not Applicable.
18
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE
TRAVELERS LIFE AND ANNUITY COMPANY, THE DEPOSITOR OF THE REGISTRANT HAS CAUSED
THIS REGISTRATION STATEMENT TO BE DULY SIGNED ON BEHALF OF THE REGISTRANT IN
THE CITY OF HARTFORD AND STATE OF CONNECTICUT ON THE 2ND DAY OF NOVEMBER, 1995.
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
(REGISTRANT)
THE TRAVELERS LIFE AND ANNUITY COMPANY
(DEPOSITOR)
/s/ Jay S. Fishman
By: __________________________________
Jay S. Fishman
Vice Chairman and Chief Financial
Officer
The Travelers Life and Annuity
Company
ATTEST:
/s/ Ernest J. Wright
By: __________________________________
Ernest J. Wright
Assistant Secretary
The Travelers Life and Annuity
Company
19
