<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
(Exact Name of Trust)
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Name of Depositor)
One Tower Square, Hartford, Connecticut 06183
(Complete Address of Depositor's Principal Executive Offices)
Ernest J. Wright
Assistant Secretary
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
(Name and address of Agent for Service)
Title and amount of securities being registered: Pursuant to Rule 24f-2 of the
Investment Company Act of 1940, the Registrant hereby declares that an
indefinite amount of units of The Travelers Fund UL II for Variable Life
Insurance is being registered under the Securities Act of 1933.
Amount of filing fee: $500.00
Approximate date of proposed public offering: As soon as practicable following
the effectiveness of the Registration Statement
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
[_] Check box if it is proposed that this filing will become effective on
at pursuant to Rule 487
1
<PAGE>
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS
<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
----------- ---------------------
<C> <S>
1 Cover page
2 Cover page
3 The Separate Account and the Underlying Funds
4 Distribution of the Contracts
5 The Travelers Fund UL II for Variable Life Insurance
6 The Travelers Fund UL II for Variable Life Insurance
7 Not applicable
8 Not applicable
9 Legal Proceedings and Opinion
10 Prospectus Summary; The Insurance Company; The Travelers Fund UL
II for Variable Life Insurance; The Underlying Funds; The
Contract; Transfers of Cash Value; Cash Value and Cash Surrender
Value; Voting Rights; Disregard of Voting Rights; Dividends; Lapse
and Reinstatement
11 The Separate Account and the Underlying Funds
12 The Underlying Funds
13 Charges and Deductions; Distribution of the Contracts
14 The Contract
15 The Contract
16 The Separate Account and the Underlying Funds; Allocation of
Premium Payments
17 Prospectus Summary; Right to Cancel Period; Cash Value and Cash
Surrender Value; Contract Loans; Exchange Rights
18 The Separate Account and the Underlying Funds; Charges and
Deductions; Federal Tax Considerations; Dividends
19 Statements to Contract Owners
20 Not applicable
21 Contract Loans
22 Not applicable
23 Not applicable
24 Not applicable
25 The Insurance Company
26 Not applicable
27 The Insurance Company
28 The Insurance Company; Management
29 The Insurance Company
30 Not applicable
31 Not applicable
32 Not applicable
33 Not applicable
34 Not applicable
35 The Insurance Company; Distribution of the Contracts
36 Not applicable
37 Not applicable
38 Distribution of the Contracts
39 Distribution of the Contracts
40 Not applicable
41 Distribution of the Contracts
42 Not applicable
43 Not applicable
44 The Contract; The Separate Account and the Underlying Funds;
Transfers of Cash Value; Financial Statements
45 Not applicable
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
----------- ---------------------
<C> <S>
46 The Contract; The Separate Account and the Underlying Funds;
Transfer of Cash Value; Cash Value and Cash Surrender Value;
Financial Statements
47 The Separate Account and the Underlying Funds
48 The Insurance Company
49 Not applicable
50 Not applicable
51 Prospectus Summary; The Insurance Company; The Contract; Death
Benefit; Lapse and Reinstatement
52 The Separate Account and the Underlying Funds; Underlying Fund
Investment Advisers
53 Federal Tax Considerations
54 Not applicable
55 Not applicable
56 Not applicable
57 Not applicable
58 Not applicable
59 Financial Statements
</TABLE>
3
<PAGE>
THE TRAVELERS MARKETLIFE(SM)
INDIVIDUAL VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
PROSPECTUS
, 1995
The Travelers Life and Annuity Company, One Tower Square, Hartford, Connecticut
06183 * Telephone: (800) 334-4298
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS........................................ GLOSSARY - 1
PROSPECTUS SUMMARY................................................ SUMMARY - 1
THE INSURANCE COMPANY..................................................... 1
THE SEPARATE ACCOUNT AND THE UNDERLYING FUNDS............................. 1
The Travelers Fund UL II for Variable Life Insurance (Fund UL II)....... 1
The Underlying Funds.................................................... 2
Underlying Fund Investment Advisers..................................... 4
General................................................................. 4
Conflicts of Interest................................................... 5
Substitution............................................................ 5
THE CONTRACT.............................................................. 5
The Contract Application................................................ 5
Allocation of Premium Payments.......................................... 6
Accumulation Unit Values................................................ 6
Right to Cancel......................................................... 7
CHARGES AND DEDUCTIONS.................................................... 7
CHARGES AGAINST PREMIUM................................................. 7
Front-End Sales Charge................................................ 7
State Premium Tax Charge.............................................. 7
MONTHLY DEDUCTION AMOUNT................................................ 7
Cost of Insurance Charge.............................................. 8
Contract Administrative Charge........................................ 8
Charges for Supplemental Benefit Provisions........................... 9
CHARGES AGAINST THE SEPARATE ACCOUNT.................................... 9
Mortality and Expense Risk Charge..................................... 9
Administrative Expense Charge......................................... 9
CHARGES AGAINST THE UNDERLYING FUNDS.................................... 9
SURRENDER CHARGES....................................................... 9
Percent of Premium Charge (Full and Partial Surrenders)............... 10
Per Thousand of Stated Amount Charge (Full Surrenders Only)........... 10
MAXIMUM SALES CHARGES................................................... 11
TRANSACTION CHARGE...................................................... 11
REDUCTION OR ELIMINATION OF CHARGES..................................... 11
CONTRACT BENEFITS AND RIGHTS.............................................. 11
DEATH BENEFIT........................................................... 11
Changes in Death Benefit Option....................................... 13
Changes in Stated Amount.............................................. 14
Accelerated Benefit Rider............................................. 14
MATURITY AND MATURITY EXTENSION BENEFITS................................ 14
CASH VALUE AND CASH SURRENDER VALUE..................................... 15
</TABLE>
<PAGE>
<TABLE>
<S> <C>
TRANSFER OF CASH VALUE................................................ 16
DOLLAR-COST AVERAGING (AUTOMATED TRANSFERS)........................... 16
CONTRACT LOANS........................................................ 16
LAPSE AND REINSTATEMENT............................................... 17
LAPSE PROTECTION GUARANTEE............................................ 18
EXCHANGE RIGHTS....................................................... 18
PAYMENT OPTIONS......................................................... 18
PERFORMANCE INFORMATION................................................. 19
OTHER MATTERS........................................................... 21
Voting Rights......................................................... 21
Disregard of Voting Instructions...................................... 22
Statements to Contract Owners......................................... 22
Limit on Right to Contest............................................. 22
Misstatement as to Sex and Age........................................ 23
Suspension of Valuation............................................... 23
Beneficiary........................................................... 23
Assignment............................................................ 23
Dividends............................................................. 23
FEDERAL TAX CONSIDERATIONS.............................................. 23
General............................................................... 23
Taxation of the Company............................................... 24
Tax Consequences of Life Insurance Contracts.......................... 24
Tax Consequences of Modified Endowment Contracts...................... 25
Investor Control...................................................... 25
DISTRIBUTION OF THE CONTRACTS........................................... 26
MANAGEMENT.............................................................. 27
LEGAL PROCEEDINGS AND OPINION........................................... 28
INDEPENDENT ACCOUNTANTS................................................. 28
REGISTRATION STATEMENT.................................................. 29
ILLUSTRATIONS........................................................... 30
APPENDIX A--Annual Minimum Premiums..................................... 36
APPENDIX B--Per Thousand of Stated Amount Surrender Charge.............. 37
APPENDIX B(1)--Per Thousand of Stated Amount Surrender Charge........... 38
APPENDIX B(2)--Per Thousand of Stated Amount Surrender Charge........... 39
APPENDIX C--Current Monthly Administrative Charge....................... 40
APPENDIX C(1)--Guaranteed Monthly Administrative Charge................. 42
FINANCIAL STATEMENTS--Fund UL II........................................ UL II-1
FINANCIAL STATEMENTS--The Travelers Life and Annuity Company............ F-1
</TABLE>
<PAGE>
================================================================================
GLOSSARY OF SPECIAL TERMS
================================================================================
The following terms are used throughout the Prospectus, and have the indicated
meanings:
ACCUMULATION UNIT -- the basic measure used to determine the Cash Value of the
Contract.
ANNUAL MINIMUM PREMIUM -- the Contract Owner must pay a first premium greater
than or equal to one-quarter of this amount for the Contract to be issued.
(Please refer to Appendix A.)
CASH SURRENDER VALUE -- the Cash Value less any outstanding contract loan and
surrender charges.
CASH VALUE -- the current value of Accumulation Units credited to the Contract
plus the value of the Loan Account.
COMPANY'S HOME OFFICE -- the principal executive offices of The Travelers Life
and Annuity Company located at One Tower Square, Hartford, Connecticut
06183.
CONTRACT -- The variable life insurance policy described in this Prospectus.
CONTRACT DATE -- the date on which the Contract, benefits and provisions of
the Contract become effective.
CONTRACT MONTH -- monthly periods computed from the Contract Date.
CONTRACT OWNER -- the person having rights to benefits under the Contract
during the lifetime of the Insured; the Contract Owner may or may not be
the Insured.
CONTRACT YEARS -- annual periods computed from the Contract Date.
DEDUCTION DATE -- the day in each Contract Month on which the Monthly
Deduction Amount is deducted from the Contract's Cash Value.
INSURED -- the person on whose life the Contract is issued.
ISSUE DATE -- the date on which the Contract is issued by the Company for
delivery to the Contract Owner.
LAPSE PROTECTION GUARANTEE -- a benefit which provides that the Contract will
not lapse during the first three Contract Years if a required amount of
premium is paid.
LOAN ACCOUNT -- an account established for assets transferred from the Sub-
Accounts as a result of requested loans. These accounts are credited with
fixed rates of interest and do not depend on the investment experience of
Fund UL II and the Underlying Funds.
MATURITY DATE -- The anniversary of the Contract date on which the insured is
age 95.
MINIMUM AMOUNT INSURED -- the amount of Death Benefit required to qualify this
Contract as life insurance under federal tax law.
MONTHLY DEDUCTION AMOUNT -- the amount of charges deducted from the Contract's
Cash Value which includes Cost of Insurance charges, administrative
charges, and any charges for supplemental benefits.
MONTHLY PREMIUM THRESHOLD -- an amount shown on the Contract Summary page, the
cumulative amount of which must be paid during the first three Contract
Years in order for the Lapse Protection Guarantee to be in effect.
NET AMOUNT AT RISK -- an amount equal to the Death Benefit minus the Cash
Value.
================================================================================
GLOSSARY -- 1
<PAGE>
NET PREMIUM -- the amount of each premium payment applied to purchase
Accumulation Units under the Contract, less the deduction of front-end
sales charges and premium tax charges.
PLANNED PREMIUM -- the amount of premium which the Contract Owner chooses to
pay to the Company on a scheduled basis, and for which the Company will
bill the Contract Owner, either annually or semiannually.
SEPARATE ACCOUNT -- assets set aside by The Travelers Life and Annuity
Company, the investment experience of which is kept separate from that of
other assets of The Travelers Life and Annuity Company; for example, The
Travelers Fund UL II for Variable Life Insurance.
STATED AMOUNT -- the amount originally selected by the Contract Owner used to
determine the Death Benefit, or as may be increased or decreased as
described in this Prospectus.
SUB-ACCOUNT -- the portion of the assets of the Separate Account which is
allocated to a particular Underlying Fund.
UNDERLYING FUND(S) -- an open-end diversified management investment company
which serves as an investment option under the Separate Account.
VALUATION DATE -- generally, a day on which the Sub-Account is valued. A
valuation date is any day on which the New York Stock Exchange is open for
trading and the Company is open for business. The value of Accumulation
Units will be determined as of the close of trading on the New York Stock
Exchange.
VALUATION PERIOD -- the period between the close of business on successive
Valuation Dates.
================================================================================
GLOSSARY -- 2
<PAGE>
================================================================================
PROSPECTUS SUMMARY
================================================================================
INTRODUCTION
The Contract described in this Prospectus is an individual variable
universal life insurance contract which provides for flexible premium payments
to be allocated to one or more of the Underlying Funds. The Contract is then
credited with Accumulation Units in the applicable Sub-Accounts, the assets of
which are invested in the corresponding Underlying Fund. The Contract is first
and foremost a life insurance contract with death benefits, cash values and
other features traditionally associated with life insurance. The Contract is
"variable" because unlike the fixed benefits of an ordinary whole life
insurance contract, the Cash Value and, under certain circumstances, the Death
Benefit of the Contract may increase or decrease depending on the investment
experience of the Underlying Funds to which the premium payment has been
allocated. The Contract will remain in effect until the Cash Surrender Value
is insufficient to cover the Monthly Deduction Amount subject to the
Continuation of Insurance provision of the Contract, or for such longer
periods as may be provided under the Lapse Protection Guarantee.
THE SEPARATE ACCOUNT AND THE UNDERLYING FUNDS
The Contract is funded by The Travelers Fund UL II for Variable Life
Insurance ("Fund UL II"), a registered unit investment trust separate account
established by The Travelers Life and Annuity Company (the "Company"). The
following Sub-Accounts are available under the Contract, each of which invests
exclusively in one of the following Underlying Funds:
<TABLE>
<CAPTION>
<S> <C>
Capital Appreciation Fund Fidelity's Equity-Income Portfolio
Cash Income Trust Fidelity's Growth Portfolio
Managed Assets Trust Fidelity's Asset Manager Portfolio
U.S. Government Securities Portfolio Dreyfus Stock Index Fund
Utilities Portfolio Smith Barney Income and Growth Portfolio
Zero Coupon Bond Fund Portfolios Alliance Growth Portfolio
(Series 1998, 2000, 2005) Smith Barney High Income Portfolio
Templeton Bond Fund MFS Total Return Portfolio
Templeton Stock Fund AIM Capital Appreciation Portfolio
Templeton Asset Allocation Fund Smith Barney Total Return Portfolio
Fidelity's High Income Portfolio
</TABLE>
For a more complete description of the investment objectives for each of the
funds listed above, as well as the investment advisers which provide
investment management and advisory services for the funds, please refer to
"The Underlying Funds" on page 2, and the prospectus for each of the
Underlying Funds.
PREMIUM PAYMENTS
The Contract Owner must pay a first premium greater than or equal to one-
quarter of the Annual Minimum Premium for the Contract to be issued. (See
Appendix A.) After the first premium, Contract Owners may elect to be billed
annually or semiannually for all future premium payments ("Planned Premiums").
Payment of Planned Premiums will not guarantee that the Contract will remain
in effect. However, Contract Owners may elect to have a Lapse Protection
Guarantee benefit as part of their Contract (as long as the Insured is not a
substandard risk). The Lapse Protection Guarantee benefit provides that if
payments during the first three Contract Years, less any applicable loans and
partial surrenders, equal or
================================================================================
SUMMARY -- 1
<PAGE>
exceed the cumulative applicable Monthly Premium Threshold shown in the
Contract, a Lapse Protection Guarantee will be in effect for the first three
Contract Years. (See "Lapse and Reinstatement," page 18, and "Lapse Protection
Guarantee," page 18.) No premiums can be accepted if they would disqualify the
Contract as life insurance under federal tax law.
During the Applicant's Right to Cancel Period (as described below), Net
Premium will be invested in Cash Income Trust (a money market fund). After the
expiration of the Right to Cancel Period, the values in Cash Income Trust will
be allocated to the Underlying Fund(s) selected on the Contract Application.
Once the premium payment has been allocated to the designated Underlying
Fund(s), the Contract will be credited with Accumulation Units in the
applicable Sub-Account. (See "Allocation of Premium Payments," page 6.)
RIGHT TO CANCEL
An Applicant has a limited right to return the Contract for cancellation and
receive a full refund of the premium payment made. The Applicant must return
the Contract, by mail or hand delivery, to the Company or to the agent who
sold the Contract, to be cancelled within 10 days after the Contract has been
delivered to the Applicant, or within 45 days after completion of the
application, or within 10 days after the Notice of Right to Cancel has been
mailed or delivered to the Applicant, whichever is latest. The Company will
return to the Applicant within seven days thereafter an amount equal to the
greater of the premiums paid for the Contract, or the sum of (1) the
difference between the premium paid, including any fees or other charges, and
the amounts allocated to the Underlying Fund(s), (2) the value of the amounts
allocated to the Underlying Fund(s) on the date we receive the returned
Contract, and (3) any fees and other charges imposed on amounts allocated to
the Underlying Fund(s).
CHARGES AND DEDUCTIONS
In order to cover expenses associated with the distribution of the Contract,
the Company will deduct a front-end sales charge and surrender charges. The
front-end sales charge is equal to 2.5% of each Premium Payment made under the
Contract, and may be reduced for Stated Amounts of $500,000 or more. The sales
charge for a Contract with no full or partial surrenders will never exceed
2.5% of actual premiums paid. However, the sales charges for a Contract with
full or partial surrenders may be as much as 26.7% of premiums paid based on
surrender penalties which are assessed under the Contract. (See "Maximum Sales
Charges," page 11.)
There are two types of surrender charges that can apply to the Contract: a
Percent of Premium Charge and a Per Thousand of Stated Amount Charge. Both
charges apply to a full surrender of the Contract, but only the Percent of
Premium Charge applies to a partial surrender. The Percent of Premium Charge
and a portion of the Per Thousand of Stated Amount Charge are intended to
cover sales expenses. (See "Surrender Charges," page 10.)
The Company will deduct a 2.5% State Premium Tax Charge from each premium
payment before allocation of the payment to purchase Accumulation Units in the
Sub-Accounts (except in the Commonwealth of Puerto Rico where no premium tax
is deducted). (See "State Premium Tax Charge," page 7.)
In addition, the Company will make monthly deductions beginning on the
Contract Date on a pro rata basis from the Cash Value in each of the Sub-
Accounts. The Deduction Amount will vary from month to month and includes the
cost of insurance charges, contract administrative charges and charges for
supplemental benefits. The contract administrative charges apply during the
first three Contract Years
================================================================================
SUMMARY -- 2
<PAGE>
and during the three years following any increase in Stated Amount. (See
"Monthly Deduction Amount," page 7.)
The mortality and expense risk charge is 0.80% for the first fifteen years;
after the fifteenth Contract year, the charge will be reduced to 0.45%. The
charge will be made pro rata among the Sub-Accounts. The Contract also
provides that the Company may make a daily charge from Fund UL II for
administrative expenses incurred by the Company at an annual rate of 0.10% of
assets in the Separate Account. The administrative charge will be 0.10% of
assets in the Separate Account for the first fifteen Contract Years; after the
fifteenth Contract Year, there will be no administrative charge. The Company
may also set up a provision for income taxes against the assets of the
Separate Account. (See "Charges Against the Separate Account," page 9.)
The administrative charges made by the Company do not exceed the average
expected cost of administrative services provided by the Company. Sales
charges and administrative charges under the Contract may be reduced or
eliminated when sales are made under certain arrangements. (See "Reduction or
Elimination of Charges," page 11.)
The Separate Account purchases shares of the Underlying Funds at net asset
value. The net asset value of the Underlying Fund shares reflects investment
advisory fees and other expenses already deducted from the assets of the
Funds. Applicants should review the prospectuses of the Underlying Funds for a
description of the charges assessed against the assets of each of the
Underlying Funds.
DEATH BENEFIT
A Contract Owner may choose one of two options to be used for the
calculation of the Death Benefit amount payable under the Contract. Under
Option 1 (the "Level Option"), the Death Benefit will be equal to the greater
of the Stated Amount of the Contract or the Minimum Amount Insured. Under
Option 2 (the "Variable Option"), the Death Benefit will be equal to the
greater of the Stated Amount of the Contract plus the Cash Value (determined
as of the date of the Insured's death) or the Minimum Amount Insured. A
Contract Owner may change the Death Benefit option subject to certain
conditions. (See "Death Benefit," page 11 and "Changes in Death Benefit
Option," page 13.)
CASH VALUE
As with many other types of insurance contracts, each Contract will have a
Cash Value. The Cash Value of the Contract will increase or decrease to
reflect the investment experience of the Underlying Funds applicable to the
Contract. The Cash Value will also vary to reflect partial cash surrenders and
Monthly Deduction Amounts. There is no minimum guaranteed Cash Value and the
Contract Owner bears the investment risk associated with an investment in the
Underlying Funds. (See "Cash Value and Cash Surrender Value," page 15.)
CONTRACT LOANS
A Contract Owner may obtain a cash loan from the Company secured by the
Contract not to exceed 90% of the Contract's Cash Value (determined at the
time the Company receives the written loan request), less any surrender
penalties. The Company will charge interest on the outstanding amounts of the
loan, which interest must be paid in advance by the Contract Owner. During the
first thirteen Contract Years, the full Loan Account Value will be charged an
annual interest rate of 7.4% and thereafter the interest will be 3.85%. The
amount of the loan will be transferred on a pro rata basis from each of the
Sub-Accounts attributable to the Contract (unless the Contract Owner states
otherwise in writing) to a loan account (the
================================================================================
SUMMARY -- 3
<PAGE>
"Loan Account"). The Company will credit amounts in the Loan Account with a
fixed annual rate of interest of 4% (6% in Massachusetts). (See "Contract
Loans," page 16.)
LAPSE
Except as provided below under "Lapse Protection Guarantee," if the Cash
Surrender Value of a Contract on any Deduction Date is insufficient to cover
the Monthly Deduction Amount due, the Company will send written notice to the
Contract Owner indicating that if an amount sufficient to cover the Deduction
Amount due is not paid within 61 days, the Contract may lapse. An outstanding
loan amount decreases the Cash Surrender Value and could, therefore, cause the
Contract to lapse. (See "Contract Loans," page 16, and "Lapse and
Reinstatement," page 17.)
LAPSE PROTECTION GUARANTEE
If during the first three Contract Years the total premiums paid under the
Contract, less any Loan Account Value or partial surrenders, equal or exceed
the cumulative applicable Monthly Premium Threshold shown on the Contract
Summary page, a Lapse Protection Guarantee will be in effect. The benefit
provides that the Contract will not lapse during the next Contract Month (if
during the first three Contract Years) even if the Cash Surrender Value is
insufficient to pay the Monthly Deduction Amount. (See "Lapse Protection
Guarantee," page 18.)
EXCHANGE RIGHTS
Once the Contract is in effect it may be exchanged at any time during the
first two Contract Years for a general account fixed life insurance contract
on the life of the Insured without submitting proof of insurability. (See
"Exchange Rights," page 18.)
TAX CONSEQUENCES
The current federal tax law generally excludes all Death Benefit payments
from the gross income of the Contract beneficiary. (See "Tax Consequences of
Life Insurance Contracts," page 24.)
At any point in time, the Contract may become a modified endowment contract
if it fails to satisfy a 7-pay test. (See "Tax Consequences of Modified
Endowment Contracts," page 25.) The Company has established safeguards for
monitoring whether a contract may become a modified endowment contract. A
modified endowment contract has income-first taxation of all loans, pledges,
collateral assignments or partial surrenders to the extent of income in the
Contract. A 10% penalty tax may be imposed on such income distributed before
the Contract Owner attains age 59 1/2.
The Company may charge each of the Sub-Accounts in Fund UL II for its
portion of any income tax charged to the Company on the Separate Account or
its assets. (See "Federal Tax Considerations," page 23.)
================================================================================
SUMMARY -- 4
<PAGE>
================================================================================
THE INSURANCE COMPANY
================================================================================
The Travelers Life and Annuity Company is a stock insurance company which
has been continuously engaged in the insurance business since its
incorporation in the state of Connecticut in 1973. The Company writes
individual life insurance and individual and group annuity contracts on a
nonparticipating basis, and acts as the depositor for Fund UL II. The Company
is licensed to conduct life insurance business in a majority of the states of
the United States, and intends to seek licensure in the remaining states,
except New York. The Company's obligations as depositor for Fund UL II may not
be transferred without notice to and consent of Contract Owners.
The Company is a wholly owned subsidiary of The Travelers Insurance Company,
which is an indirect wholly owned subsidiary of Travelers Group Inc. The
Company's principal executive offices are located at One Tower Square,
Hartford, Connecticut 06183, telephone number (203) 277-0111.
The Company is subject to Connecticut law governing insurance companies and
is regulated and supervised by the Connecticut Insurance Commissioner. An
annual statement in a prescribed form must be filed with the Commissioner on
or before March 1 in each year covering the operations of the Company for the
preceding year and its financial condition on December 31 of such year. The
Company's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is conducted at least once every four years. In addition, the
Company is subject to the insurance laws and regulations of any jurisdiction
in which it sells its insurance contracts, as well as to various federal and
state securities laws and regulations.
================================================================================
THE SEPARATE ACCOUNT AND THE UNDERLYING FUNDS
================================================================================
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE (FUND UL II)
Fund UL II was established on November 10, 1983 pursuant to the insurance
laws of the state of Connecticut, and is registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940, as amended (the "1940 Act"). The assets of Fund UL II
will be invested exclusively in shares of the Underlying Funds. Fund UL II
meets the definition of a separate account under the federal securities laws,
and will comply with the provisions of the 1940 Act. Registration of Fund UL
II with the SEC does not involve supervision by the SEC of the management or
investment policies of Fund UL II. Additionally, the operations of Fund UL II
are subject to the provisions of Section 38a-433 of the Connecticut General
Statutes which authorizes the Connecticut Insurance Commissioner to adopt
regulations under it. The Section contains no restrictions on the investments
of Fund UL II, and the Commissioner has adopted no regulations under the
Section that affect Fund UL II.
Under Connecticut law, the assets of Fund UL II will be held for the
exclusive benefit of Contract Owners and the persons entitled to payments
under the Contract offered by this Prospectus. The assets held in Fund UL II
are not chargeable with liabilities arising out of any other business which
the Company may conduct. Any obligations arising under the Contract are
general corporate obligations of the Company.
================================================================================
1
<PAGE>
THE UNDERLYING FUNDS
Premium Payments applied to Fund UL II will be invested in one or more of
the available Underlying Funds at net asset value in accordance with the
selection made by the Contract Owner. The Underlying Funds currently available
under the Contract may be added or withdrawn as permitted by applicable law.
Please read carefully the complete risk disclosure in each portfolio's
prospectus before investing. The Underlying Funds currently available under
the Contract are as follows:
CAPITAL APPRECIATION FUND. The objective of Capital Appreciation Fund is
growth of capital through the use of common stocks. Income is not an
objective. The Fund invests principally in common stocks of small to large
companies which are expected to experience wide fluctuations in price in
both rising and declining markets.
CASH INCOME TRUST. Cash Income Trust seeks to provide high current income
while emphasizing preservation of capital and maintaining a high degree of
liquidity by investing in short-term money market securities deemed to
present minimal credit risks.
MANAGED ASSETS TRUST. The objective of Managed Assets Trust is high total
investment return with reduced risk through a fully managed investment
policy. Assets of the Managed Assets Trust will be invested in a portfolio
of U.S. stocks, bonds and money market securities.
U.S. GOVERNMENT SECURITIES PORTFOLIO. The U.S. Government Securities
Portfolio selects investments from the point of view of an investor
concerned primarily with highest credit quality, current income and total
return. The assets of the U.S. Government Securities Portfolio will be
invested in direct obligations of the United States, its agencies and
instrumentalities.
UTILITIES PORTFOLIO. The Utilities Portfolio seeks to provide current
income through investment in equity and debt securities of companies in the
utility industries.
ZERO COUPON BOND FUND PORTFOLIOS (THREE PORTFOLIOS: SERIES 1998, 2000,
2005). The investment objective of each of the Zero Coupon Bond Fund
Portfolios is to provide as high an investment return as is consistent with
the preservation of capital by investing primarily in zero coupon
securities that pay cash income but are acquired by the Portfolio at
substantial discounts from their values at maturity. The Zero Coupon Bond
Fund Portfolios may not be appropriate for Contract Owners who do not plan
to have their premiums invested in shares of the Portfolios for the long-
term or until maturity.
TEMPLETON BOND FUND. The objective of the Templeton Bond Fund is high
current income through a flexible policy of investing primarily in debt
securities of companies, governments and government agencies of various
nations throughout the world.
TEMPLETON STOCK FUND. The objective of the Templeton Stock Fund is capital
growth through a policy of investing primarily in common stocks issued by
companies, large and small, in various nations throughout the world.
TEMPLETON ASSET ALLOCATION FUND. The objective of the Templeton Asset
Allocation Fund is a high level of total return with reduced risk over the
long term through a flexible policy of investing in stocks of companies in
any nation and debt obligations of companies and governments of any nation.
Changes in the asset mix will be adjusted in an attempt to capitalize on
total return potential produced by changing economic conditions throughout
the world.
FIDELITY'S HIGH INCOME PORTFOLIO. The High Income Portfolio seeks to obtain
a high level of current income by investing primarily in high yielding,
lower-rated, fixed-income (high risk) securities, while also considering
growth of capital.
================================================================================
2
<PAGE>
FIDELITY'S EQUITY-INCOME PORTFOLIO. The Equity-Income Portfolio seeks
reasonable income by investing primarily in income-producing equity
securities; in choosing these securities, the portfolio manager will also
consider the potential for capital appreciation. The Portfolio's goal is to
achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.
FIDELITY'S GROWTH PORTFOLIO. The Growth Portfolio seeks capital
appreciation by investing primarily in common stocks of well-known,
established companies and smaller, emerging growth companies, although its
investments are not restricted to any one type of security. Capital
appreciation may also be found in other types of securities, including
bonds and preferred stocks.
FIDELITY'S ASSET MANAGER PORTFOLIO. The Asset Manager Portfolio seeks high
total return with reduced risk over the long-term by allocating its assets
among stocks, bonds and short-term fixed-income instruments.
DREYFUS STOCK INDEX FUND. The objective of the Dreyfus Stock Index Fund is
to provide investment results that correspond to the price and yield
performance of publicly traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index.
SMITH BARNEY INCOME AND GROWTH PORTFOLIO. The objective of the Income and
Growth Portfolio is current income and long-term growth of income and
capital by investing primarily, but not exclusively, in common stocks.
ALLIANCE GROWTH PORTFOLIO. The objective of the Growth Portfolio is long-
term growth of capital by investing predominantly in equity securities of
companies with a favorable outlook for earnings and whose rate of growth is
expected to exceed that of the U.S. economy over time. Current income is
only an incidental consideration.
SMITH BARNEY HIGH INCOME PORTFOLIO. The investment objective of the High
Income Portfolio is high current income. Capital appreciation is a
secondary objective. The Portfolio will invest at least 65% of its assets
in high-yielding corporate debt obligations and preferred stock.
MFS TOTAL RETURN PORTFOLIO. The Total Return Portfolio's objective is to
obtain above-average income (compared to a portfolio entirely invested in
equity securities) consistent with the prudent employment of capital.
Generally, at least 40% of the Portfolio's assets will be invested in
equity securities.
AIM CAPITAL APPRECIATION PORTFOLIO. The investment objective of the AIM
Capital Appreciation Portfolio is to seek capital appreciation by investing
principally in common stocks, with emphasis on medium sized and smaller
emerging growth companies.
SMITH BARNEY TOTAL RETURN PORTFOLIO. The investment objective of the Smith
Barney Total Return Portfolio is to provide total return, consisting of
long-term capital appreciation and income. The Portfolio will seek to
achieve its goal by investing primarily in a diversified portfolio of
dividend-paying common stock.
Each Underlying Fund is subject to certain investment restrictions which may
not be changed without the approval of a "majority vote of the outstanding
voting securities" of that Fund (as defined in the Company 1940 Act). There is
no assurance that the Underlying Funds will achieve their stated objectives.
More detailed information regarding the Underlying Funds may be found in the
current prospectuses for the Underlying Funds. These prospectuses are included
with and must accompany this Prospectus. Contract Owners are urged to read
these documents carefully before investing.
================================================================================
3
<PAGE>
UNDERLYING FUND INVESTMENT ADVISERS
The Underlying Funds receive investment management and advisory services
from the following investment professionals:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
<S> <C> <C>
FUND INVESTMENT ADVISER SUB-ADVISER
- ----------------------------------------------------------------------------------------
Capital Appreciation The Travelers Investment Management Janus Capital Corporation
Fund Company (TIMCO)
- ----------------------------------------------------------------------------------------
Cash Income Trust Travelers Asset Management ----
International Corporation (TAMIC)
- ----------------------------------------------------------------------------------------
Managed Assets Trust TAMIC TIMCO
- ----------------------------------------------------------------------------------------
U.S. Government Securi-
ties Portfolio TAMIC ------
- ----------------------------------------------------------------------------------------
Utilities Portfolio Smith Barney Mutual Funds Management
Inc. ------
- ----------------------------------------------------------------------------------------
Zero Coupon Bond Fund TAMIC ------
Portfolios
(Series 1998, 2000,
2005)
- ----------------------------------------------------------------------------------------
Templeton Stock Fund Templeton Investment Counsel, Inc. ------
- ----------------------------------------------------------------------------------------
Templeton Asset Alloca-
tion Fund Templeton Investment Counsel, Inc. ------
- ----------------------------------------------------------------------------------------
Templeton Bond Fund Templeton Global Bond Managers ------
- ----------------------------------------------------------------------------------------
Fidelity's High Income Fidelity Management & Research
Portfolio Company ------
- ----------------------------------------------------------------------------------------
Fidelity's Equity-Income Fidelity Management & Research
Portfolio Company ------
- ----------------------------------------------------------------------------------------
Fidelity's Growth Port- Fidelity Management & Research
folio Company ------
- ----------------------------------------------------------------------------------------
Fidelity's Asset Manager Fidelity Management & Research
Portfolio Company ------
- ----------------------------------------------------------------------------------------
Dreyfus Stock Index Fund Wells Fargo Nikko Investment
Advisors ------
- ----------------------------------------------------------------------------------------
Smith Barney Income and Smith Barney Mutual Funds Management
Growth Portfolio Inc. ------
- ----------------------------------------------------------------------------------------
Alliance Growth Portfo- Smith Barney Mutual Funds Management Alliance Capital
lio Inc. Management L.P.
- ----------------------------------------------------------------------------------------
Smith Barney High Income Smith Barney Mutual Funds Management
Portfolio Inc. ------
- ----------------------------------------------------------------------------------------
MFS Total Return Portfo- Smith Barney Mutual Funds Management Massachusetts Financial
lio Inc. Services Company
- ----------------------------------------------------------------------------------------
AIM Capital Appreciation Smith Barney Mutual Funds Management AIM Capital Management,
Portfolio Inc. Inc.
- ----------------------------------------------------------------------------------------
Smith Barney Total Re- Smith Barney Mutual Funds Management
turn Portfolio Inc. ------
- ----------------------------------------------------------------------------------------
</TABLE>
For more detailed information on these investment advisers and their
services and fees, please refer to the prospectuses for the Underlying Funds.
GENERAL
All investment income of and other distributions to each Sub-Account of Fund
UL II arising from the applicable Underlying Fund are reinvested in shares of
that Underlying Fund at net asset value. The income and realized gains or
losses on the assets of each Sub-Account of Fund UL II are therefore separate
and are credited to or charged against the Sub-Account without regard to
income, gains or losses from any other Sub-Account or from any other business
of the Company. The Company will purchase shares in the Underlying Funds in
connection with premium payments allocated to the applicable Funds in
accordance with Contract Owners' directions and will redeem shares in the
Underlying Funds to meet Contract obligations or make adjustments in reserves,
if any. The Underlying Funds are required to redeem Fund shares at net asset
value and to make payment within seven days.
================================================================================
4
<PAGE>
CONFLICTS OF INTEREST
It is conceivable that in the future it may not be advantageous for variable
life insurance and variable annuity separate accounts to invest in the
Underlying Funds simultaneously. Although neither the Company nor the
Underlying Funds currently foresees any such disadvantages either to variable
life insurance or to variable annuity Contract Owners, the Underlying Funds'
Boards of Directors intend to monitor events to identify any material
conflicts between such Contract Owners and to determine what action, if any,
should be taken in response thereto. If any of the Underlying Funds' Boards of
Directors conclude that separate mutual funds should be established for
variable life insurance and variable annuity separate accounts, the Company
will bear the attendant expenses, but variable life insurance and variable
annuity Contract Owners would no longer have the economies of scale resulting
from a larger combined fund. Please consult the prospectuses of the Underlying
Funds for additional information.
SUBSTITUTION
The Company reserves the right, subject to compliance with appropriate state
and federal laws, to make additions to, deletions from, or substitutions for
Fund UL II and the Sub-Accounts which fund the Contract. If shares of any of
the Underlying Funds should no longer be available for purchase by the
appropriate Sub-Account, or if, in the judgment of the Company further
investment in such shares becomes inappropriate for purposes of the Contract,
shares of another Underlying Fund may be substituted for shares of the
Underlying Funds held in the Sub-Accounts. Substitution may be made with
respect to both existing investments and the investment of any future Premium
Payments. However, no substitution of securities will be made without prior
notice to Contract Owners, and without prior approval of the Securities and
Exchange Commission, to the extent required by the 1940 Act or other
applicable law. Subject to Contract Owner approval, the Company reserves the
right to end Fund UL II's registration under the 1940 Act.
================================================================================
THE CONTRACT
================================================================================
The Contract described in this Prospectus is both an insurance product and a
security. However, the Contract is first and foremost a life insurance
contract with death benefits, cash values and other features traditionally
associated with life insurance. The Contract is deemed to be "variable"
because unlike the fixed benefits of an ordinary whole life insurance
contract, the Cash Value and, under certain circumstances, the Death Benefit
of the Contract may increase or decrease depending on the investment
experience of the Underlying Funds to which the Premium Payment has been
allocated. As an insurance product, the Contract is subject to the insurance
laws and regulations of each state or jurisdiction in which it is available
for distribution.
THE CONTRACT APPLICATION
Individuals wishing to purchase a Contract must submit an application to the
Company. As with traditional insurance contracts, a Contract Owner may state
the amount of insurance desired (the "Stated Amount"), which amount may not be
less than $50,000. A Contract Owner may request an increase or decrease in the
Stated Amount of the Contract in writing from time to time. (See "Changes in
Stated Amount," page 14.) No change in the terms or conditions of the Contract
will be made without the consent of the Contract Owner.
================================================================================
5
<PAGE>
A Contract will be issued only on the life of an Insured who supplies
evidence of insurability satisfactory to the Company. Acceptance is subject to
the Company's underwriting rules.
Insurance coverage under a Contract will begin only after the Applicant has
satisfied all outstanding underwriting delivery requirements, and after the
Company has received the first premium. The Contract Date is the date used to
determine all future cyclical transactions on the Contract, e.g., Deduction
Dates, Contract Months and Contract Years. The Contract Date may be prior to,
or the same date as, the date on which the Contract is issued (the "Issue
Date"). During the underwriting period, any premium paid under the Contract
will be held in a non-interest bearing suspense account.
ALLOCATION OF PREMIUM PAYMENTS
The first premium will be applied to the Contract on the later of the
Contract Date or the date it is received at the Company's Home Office. During
the Applicant's Right to Cancel Period, the Company will allocate Net Premiums
to the Cash Income Trust. At the end of the Applicant's Right to Cancel
Period, the account value in Cash Income Trust will be allocated (in whole
percentages) among the Underlying Fund(s) selected on the Application to
purchase Accumulation Units in the applicable Sub-Accounts. Net Premium
payments received on or after the expiration of the Applicant's Right to
Cancel Period will be allocated among the Sub-Accounts to purchase
Accumulation Units in such Sub-Accounts as directed by the Contract Owner or,
in the absence of directions, as stated in the original application. The
number of Accumulation Units of each Sub-Account to be credited to the
Contract once a Premium Payment has been received by the Company will be
determined by dividing the Premium Payment applied to the Sub-Account by the
Accumulation Unit Value of the Sub-Account next computed following receipt of
the payment.
ACCUMULATION UNIT VALUES
The initial Accumulation Unit Value for each Sub-Account of Fund UL II will
equal the value of that Sub-Account available for Fund UL as of the first day
amounts are allocated through Fund UL II. The Accumulation Unit Value for each
Sub-Account of Fund UL was initially established at $1. The Accumulation Unit
Value for each Sub-Account will vary to reflect the investment experience of
the applicable Underlying Fund and will be determined on each Valuation Date
by multiplying the Accumulation Unit Value of the particular Sub-Account on
the preceding Valuation Date by the Net Investment Factor for that Sub-Account
for the Valuation Period then ended. The Net Investment Factor for each of the
Sub-Accounts is equal to the net asset value per share of the corresponding
Underlying Fund at the end of the Valuation Period (plus the per share amount
of any dividends or capital gain distributions by that Fund, if the dividend
date occurs in the Valuation Period then ended, and plus or minus any per
share credit or charge by the Company for any tax reserves) divided by the net
asset value per share of the corresponding Underlying Fund at the beginning of
the Valuation Period (plus or minus any per share credit or charge by the
Company for any tax reserves), and subtracting from that amount any applicable
administrative expense charge, and mortality and expense risk charge.
Applicants should refer to the prospectuses for each of the Underlying Funds
for a description of how the assets of each Underlying Fund are valued. These
valuation procedures directly affect the Accumulation Unit Value of the Sub-
Account, and therefore the Cash Value of the Contract.
All valuations made under the Contract (e.g., the determination of Cash
Value or Cash Surrender Value, contract loans, partial cash surrenders,
payment of Death Benefits, and the determination of the number of Accumulation
Units to be credited to a Contract with each Net Premium payment), will be
made on the Valuation Date next following the Company's receipt of the
request.
================================================================================
6
<PAGE>
RIGHT TO CANCEL
An Applicant has a limited right to return the Contract for cancellation by
returning the Contract, by mail or personal delivery, to the Company or to the
agent who sold the Contract. The Contract must be returned either (1) within
10 days after delivery of the Contract to the Contract Owner, (2) within 45
days of completion of the contract application, or (3) within 10 days after
the Notice of Right to Cancel has been mailed or delivered to the Applicant
(whichever is latest). The Company will return to the Applicant a refund of
the greater of all premium payments paid for the Contract, or the sum of (1)
the difference between the premium paid, including any fees or charges, and
the amounts allocated to the Underlying Fund(s), (2) the value of the amounts
allocated to the Underlying Fund(s) on the date on which the Company receives
the returned Contract, and (3) any fees and other charges imposed on amounts
allocated to the Underlying Fund(s).
================================================================================
CHARGES AND DEDUCTIONS
================================================================================
CHARGES AGAINST PREMIUM
FRONT-END SALES CHARGE
Upon receipt of a Premium Payment, and before allocation of the payment
among the Underlying Funds, the Company will deduct a front-end sales
charge of 2.5%. This charge will be reduced to 2% for Contracts with an
initial Stated Amount of $500,000 or more, and to 0% for Contracts with an
initial Stated Amount of $1,000,000 or more.
There will be additional sales charges assessed upon any full or partial
surrender. (See "Surrender Charges" below.)
Sales charges are intended to cover the Company's actual sales expenses,
including agent sales commissions, advertising and the printing of the
prospectuses. The Company expects to recover the sales expenses of a
contract. To the extent sales expenses are not covered by the sales
charges, the Company will recover such expenses from its surplus. This
surplus may include profit from the mortality and expense risk charge.
STATE PREMIUM TAX CHARGE
A charge of 2.5% of each premium payment will be deducted for state
premium taxes (except for Contracts issued in the Commonwealth of Puerto
Rico where no premium tax is deducted). These taxes vary from state to
state and currently range from 0.75% to 3.5%; 2.5% is an average. Because
there is a range of premium taxes, a Contract Owner may pay a premium tax
charge that is higher or lower than the premium tax actually assessed in
his or her jurisdiction.
The Company also reserves the right to charge the assets of each Sub-
Account for a reserve for any income taxes payable by the Company on the
assets attributable to that Sub-Account. (See "Federal Tax
Considerations," page 24.)
MONTHLY DEDUCTION AMOUNT
In addition to deductions from premium payments, the Company will deduct
from the Cash Value of the Contract a Monthly Deduction Amount to cover
certain charges and expenses incurred in connection
================================================================================
7
<PAGE>
with the Contract. The Monthly Deduction Amount will be deducted pro rata from
each of the Sub-Accounts attributable to the Contract on the first day of each
Contract Month (the "Deduction Date"), commencing on the Contract Date. The
dollar amount of the Deduction Amount will vary from month to month.
The following is a summary of monthly charges and expenses which make up the
Monthly Deduction Amount.
COST OF INSURANCE CHARGE
The cost of insurance charge, which is deducted monthly, may vary from
month to month since it depends on a number of variables that are
determined on each Deduction Date. This charge is equal to the difference
between the Death Benefit payable under the Contract and the Cash Value of
the Contract, each determined on the Deduction Date, multiplied by a
monthly "cost of insurance rate," i.e., a monthly rate charged for each
dollar of insurance coverage. The cost of insurance rate varies annually
and is based on the attained age, sex and risk class of the insured
(except in the state of Montana where no distinction is made on the basis
of sex). The cost of insurance rate for preferred and standard risks will
not exceed those based on the 1980 Commissioners Standard Ordinary
Mortality Tables ("1980 Tables"). Substandard risks will have monthly
deductions based on cost of insurance rates which may be higher than those
set forth in the 1980 Tables. A table of guaranteed cost of insurance
rates per $1,000 will be included in each Contract, however, the Company
reserves the right to use rates (current rates) less than those shown in
the 1980 Tables. Although guaranteed rates do not distinguish between
preferred and standard, or smoker and non-smoker underwriting
classifications, there will be separate current cost of insurance tables
for these two groups. Any changes in the cost of insurance rates will be
made uniformly for all insureds in the same class. The cost of insurance
charge is to cover the Company's expected mortality cost for basic
insurance coverage, not including supplemental benefit provisions.
Because the Cash Value and, under certain conditions, the Death Benefit
of a Contract may vary from month to month, the cost of insurance charge
may also vary on each Deduction Date. In addition, applicants should note
that the cost of insurance charge is based on the difference between the
Death Benefit payable under the Contract and the Cash Value of the
Contract. For Option 1, an increase in the Cash Value or a decrease in the
Death Benefit would result in a smaller cost of insurance charge assuming
that everything else remains the same. Likewise a decrease in the Cash
Value or an increase in the Death Benefit would result in a larger cost of
insurance charge. (See also "Changes in Death Benefit Option," page 14 and
"Changes in Stated Amount," page 14 for a discussion of the effect of
changes in the Stated Amount on the cost of insurance.)
CONTRACT ADMINISTRATIVE CHARGE
The Company deducts a monthly administrative charge from the Cash Value
of the Contract during the first three Contract Years, and upon any
increase in the Stated Amount for three years from the date of the
increase. The amount of this charge will be shown in the Contract. The
Company currently assesses a contract administrative charge that varies by
issue age, stated amount and smoker/non-smoker classification (see
Appendix C). The current contract administrative charge may be lower than
the guaranteed maximum charge which varies only by issue age and stated
amount (see Appendix C(1)). The administrative charge does not apply to
cost of living adjustment increases or to an increase in Stated Amount
resulting from a change in a
================================================================================
8
<PAGE>
Death Benefit Option. The proceeds from this charge are expected to pay
for the expenses associated with the issuance of the Contract, and is set
at a level which does not exceed the average expected cost of these
administrative services. The monthly administrative charge may be reduced
or eliminated when sales are made under certain arrangements. (See
"Reduction or Elimination of Charges," page 11.)
CHARGES FOR SUPPLEMENTAL BENEFIT PROVISIONS
The Company will include a supplemental benefits charge in the Monthly
Deduction Amount if the Contract Owner has elected any of the following
supplemental benefit provisions: Waiver of Monthly Deduction Rider, Child
Term Rider, and Primary or Other Insured Term Rider. The amount of this
charge will vary depending upon the actual supplemental benefits selected.
CHARGES AGAINST THE SEPARATE ACCOUNT
MORTALITY AND EXPENSE RISK CHARGE
A daily charge is deducted from Fund UL II for mortality and expense
risks assumed by the Company. The mortality and expense risk charge is
0.80% for the first fifteen Contract Years, and will be 0.45% thereafter.
The mortality risk assumed is that the actual cost of insurance charge
specified in the Contract may be insufficient to meet actual claims. The
expense risk assumed is that expenses incurred in issuing and
administering the Contracts will exceed the administrative charges set
forth in the Contract. If all money collected by the Company from this
charge is not needed to cover the mortality and expenses costs, the excess
will be contributed to the Company's general account.
ADMINISTRATIVE EXPENSE CHARGE
The Company deducts a daily charge from Fund UL II for administrative
expenses incurred by the Company. This charge is equivalent on an annual
basis to 0.10% of the assets in the Separate Account for the first fifteen
Contract Years and 0% thereafter. The administrative expense charge, is
designed to cover administrative costs associated with the maintenance of
the Contracts and the maximum fee is set at a level which does not exceed
the average expected cost of the administrative services to be provided
while the Contract is in force.
CHARGES AGAINST THE UNDERLYING FUNDS
Fund UL II purchases shares of the Underlying Funds at net asset value. The
net asset value of the Underlying Fund shares reflects investment advisory
fees and other expenses already deducted from the assets of the Underlying
Funds. The investment advisory fees and other expenses applicable to each of
the Underlying Funds are described in the individual prospectuses for the
Underlying Funds.
SURRENDER CHARGES
There are two types of contingent surrender charges that can apply under the
Contract: a Percent of Premium Charge and a Per Thousand of Stated Amount
Charge, each explained below. These surrender charges are contingent because
they only apply during the first ten Contract Years (or the first ten years
following an increase in Stated Amount). Both charges apply upon a full
surrender of the Contract. Only the Percent of Premium Charge applies upon a
partial surrender.
================================================================================
9
<PAGE>
PERCENT OF PREMIUM CHARGE (FULL AND PARTIAL SURRENDERS)
A Percent of Premium surrender charge will be assessed upon a full or
partial surrender of the Contract during the first ten Contract Years (or
during the first ten years following an increase in Stated Amount). The
charge will be the smallest of:
(a) 6% of the amount of Cash Value being surrendered; or
(b) 6% of the amount of premiums actually paid within the five years
preceding the surrender; or
(c) 9% of the total Annual Minimum Premiums for each full or partial
Contract Year during the five years preceding the surrender, whether
paid or not. (See Appendix A, "Annual Minimum Premiums.")
For example (as illustrated on page 35), a Contract with a Stated Amount
of $150,000 for a 45-year old male who pays a premium of $1,969 per year
for five years (a total of $9,845), and then fully surrenders the Contract
for its Cash Value of $7,464 (assuming a 6% rate of return), the Percent
of Premium surrender charge would be $448, because (a) is $448 (6% of
$7,464); (b) is $591 (6% of the $9,845 in premiums paid); and (c) is
approximately $682 (9% of the annual minimum premium for five years). The
smallest, $448, is the applicable charge.
PER THOUSAND OF STATED AMOUNT CHARGE (FULL SURRENDERS ONLY)
A Per Thousand of Stated Amount surrender charge is imposed on full
surrenders, but not on partial surrenders, and applies only during the
first ten Contract Years or the ten years following an increase in Stated
Amount (other than an increase due to a Cost of Living Adjustment or a
change in Death Benefit Option). The charge is equal to a specified dollar
amount for each $1,000 of Stated Amount to which it applies, and will
apply only to that portion of the Stated Amount (except for increases
excluded above) which has been in effect for less than ten years.
The Per Thousand of Stated Amount Charge varies by Stated Amount and
original issue age, and increases with the issue age of the Insured. For
Stated Amounts of $499,999 or less, this charge varies in the first year
from $2.04 per $1,000 of Stated Amount for issue ages of 4 years or less,
to $25.40 per $1,000 of Stated Amount for issue ages of 65 years or
higher. The charge is lower for Stated Amounts over $499,999, and even
lower for Stated Amounts over $999,999.
Additionally, the charge decreases by 10% each year over the ten-year
period. For example, for a 45-year old with a Stated Amount of $150,000,
the charge in the first year is $7.18 for each $1,000 of Stated Amount, or
$1,077. The charge decreases 10%, or approximately $0.72, each year, so in
the fifth year, it is $4.31 for each $1,000 of Stated Amount, or $646.50;
in the tenth year, it is $0.72 for each $1,000, or $108.
No more than 20% of the Per Thousand of Stated Amount Charge is a sales
charge. The remainder is designed to compensate the Company for
administrative expenses not covered by other administrative charges. The
administrative expense component of the Per Thousand of Stated Amount
charge is set at a level which does not exceed the average expected cost
of the administrative services to be provided while the Contract is in
force. This administrative charge component of the Surrender Charge may be
reduced or eliminated when sales are made under certain arrangements. (See
"Reduction or Elimination of Sales Charges and Administrative Charges"
below.) The Per Thousand of Stated Amount surrender charges are set forth
in Appendix B, and have been further split into the sales charge component
and the administrative charge component in Appendices B(1) and B(2),
respectively.
================================================================================
10
<PAGE>
MAXIMUM SALES CHARGES
Although the total sales charges assessed under the Contract will vary based
on issue age, sex, year of surrender, amount of premium paid and amount
surrendered, the maximum total sales charge for any Contract will never exceed
26.7% of the total premiums paid.
As stated above, the front-end sales charge for a Contract with no full or
partial surrenders will never exceed 2.5% of actual premiums paid. The sales
charges for a Contract with full or partial surrenders will vary, but in no
event will they exceed the percentage of premiums paid as shown below.
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGES
CONTRACT YEAR OF SURRENDER (AS A % OF PREMIUM PAYMENTS)
<S> <C>
1 26.7%
2 24.9
3 23.1
4 21.2
5 19.4
6 16.1
7 14.4
8 12.5
9 10.6
10 8.8
11+ 2.5
</TABLE>
As the table demonstrates, the maximum sales charge for any Contract is less
than 26.7% in every Contract Year other than the first (or in every year after
the first year following an increase).
For example (as depicted in the illustrations described on page 30), a
Contract with a Stated Amount of $150,000 for a 45-year old male who paid an
initial premium of $1,969 (approximately 130% of the Annual Minimum Premium),
and who surrendered during the first year, would have a maximum sales load of
$383 (19.5% of actual premium paid). If, instead, he paid $1,969 per year for
five years (or $9,845) and surrendered in the sixth year, the maximum sales
load would be $944 (9.6% of actual premiums paid).
TRANSACTION CHARGE
The Company reserves the right to limit free transfers of Cash Value from
one Sub-Account to another by the Contract Owner to four times in any Contract
Year, and to charge $10 for any additional transfers. There is currently no
charge for transfers.
REDUCTION OR ELIMINATION OF CHARGES
The Company may offer the Contract in arrangements where an employer or
trustee will own a group of policies on the lives of certain employees, or in
other situations where groups of policies will be purchased at one time. The
Company may reduce or eliminate sales charges and administrative charges in
such arrangements to reflect the reduced sales expenses and administrative
costs expected as a result of sales to a particular group.
================================================================================
CONTRACT BENEFITS AND RIGHTS
================================================================================
DEATH BENEFIT
As with traditional life insurance contracts, the Death Benefit under the
Contract is the amount paid to the named beneficiary upon the Insured's death.
The Death Benefit will be reduced by any outstanding
================================================================================
11
<PAGE>
charges, fees and contract loans. All or part of the Death Benefit may be paid
in cash or applied under one or more of the payment options described on page
18.
Each Contract Owner may elect one of two Death Benefit options set forth in
the Contract for calculating the amount of the Death Benefit. Under Option 1
(the "Level Option"), the Death Benefit will be equal to the Stated Amount of
the Contract or, if greater, a specified multiple of Cash Value (the "Minimum
Amount Insured"). Under Option 2 (the "Variable Option"), the Death Benefit
will be equal to the Stated Amount of the Contract plus the Cash Value
(determined as of the date of the Insured's death) or, if greater, the Minimum
Amount Insured. The Minimum Amount Insured is the amount required to qualify
the Contract as a life insurance contract under the current federal tax law.
Under that law, the Minimum Amount Insured is equal to a stated percentage of
the Cash Value of the Contract determined as of the first day of each Contract
Month. The percentages differ according to the attained age of the Insured.
The Minimum Amount Insured will be set forth in the Contract and may change as
federal income tax laws or regulations change. The percentages used to
calculate the Minimum Amount Insured decrease after the age of 40. The
following is a schedule of the applicable percentages:
<TABLE>
<CAPTION>
% SHALL DECREASE
BY A RATABLE PORTION
ATTAINED AGE FOR EACH FULL YEAR:
MORE BUT NOT
THAN MORE THAN FROM TO
---- --------- ----------- ----------
<S> <C> <C> <C>
0 40 250 250
40 45 250 215
45 50 215 185
50 55 185 150
55 60 150 130
60 65 130 120
65 70 120 115
70 75 115 105
75 90 105 105
90 95 105 100
</TABLE>
The federal tax law imposes another cash funding limitation on cash value
life insurance contracts that, when applicable, may increase the Minimum
Amount Insured in excess of the figures shown in the schedule above. This
limitation is known as the "guideline premium limitation," and it is generally
applicable during the early years of variable universal life insurance
contracts.
The following examples demonstrate the relationship between the Death
Benefit, the Cash Surrender Value and the Minimum Amount Insured under Options
1 and 2 of the Contract. Both sets of examples assume an Insured of age 40, a
Minimum Amount Insured of 250% of Cash Value (assuming the preceding table is
controlling as to Minimum Amount Insured), and no outstanding contract loan.
OPTION 1 -- STATED AMOUNT: $50,000
In the following examples of an Option 1 "Level" Death Benefit, the Death
Benefit under the Contract is generally equal to the Stated Amount of $50,000.
Since the Contract is designed to qualify as a life insurance contract, the
Death Benefit cannot be less than the Minimum Amount Insured (or, in this
example, 250% of the Cash Value).
EXAMPLE ONE. If the Cash Value of the Contract equals $10,000, the
Minimum Amount Insured would be $25,000 ($10,000 x 250%). If the Death
Benefit in the Contract is the greater of the Stated Amount ($50,000) or
the Minimum Amount Insured ($25,000), then the Death Benefit would be
$50,000.
================================================================================
12
<PAGE>
EXAMPLE TWO. If the Cash Value of the Contract equals $40,000, the
-----------
Minimum Amount Insured would be $100,000 ($40,000 x 250%). The resulting
Death Benefit would be $100,000 since the Death Benefit is the greater of
the Stated Amount ($50,000) or the Minimum Amount Insured ($100,000).
OPTION 2 -- STATED AMOUNT: $50,000
In the following examples of an Option 2 "Variable" Death Benefit, the Death
Benefit will vary with the investment experience of the applicable Underlying
Funds and will generally be equal to the Stated Amount plus the Cash Value of
the Contract (determined on the date of the Insured's death). The Death
Benefit cannot, however, be less than the Minimum Amount Insured (or, in this
example, 250% of the Cash Value).
EXAMPLE ONE. If the Cash Value of the Contract equals $10,000, the
-----------
Minimum Amount Insured would be $25,000 ($10,000 x 250%). The Death Benefit
($60,000) would be equal to the Stated Amount ($50,000) plus the Cash Value
($10,000), unless the Minimum Amount Insured ($25,000) was greater.
EXAMPLE TWO. If the Cash Value of the Contract equals $60,000, then the
-----------
Minimum Amount Insured would be $150,000 ($60,000 x 250%). The resulting
Death Benefit would be $150,000 because the Minimum Amount Insured
($150,000) is greater than the Stated Amount plus the Cash Value ($50,000 +
$60,000 = $110,000).
As long as the Contract remains in effect, the Company guarantees that the
Death Benefit under either option will not be less than the current Stated
Amount of the Contract less any outstanding contract loan or Deduction Amount
due but unpaid. The Death Benefit under either option may vary with the Cash
Value of the Contract. Under Option 1, the Death Benefit equals the Stated
Amount and will vary only when the Minimum Amount Insured exceeds the Stated
Amount of the Contract. Under Option 2, the Death Benefit equals the Stated
Amount plus the Cash Value, unless the Minimum Amount Insured is greater, in
which case the Death Benefit is the greater amount.
Death Benefits are payable within seven days of the Company's receipt of
satisfactory proof of the Insured's death. The amount of Death Benefit
actually paid to the Contract beneficiary may be adjusted to reflect any
contract loan, suicide by the Insured within two years after the Issue Date of
the Contract, any material misstatements in the contract application as to age
or sex of the Insured, and any amounts payable to an assignee under a
collateral assignment of the Contract. (See "Assignment," page 23.) In
addition, if the Insured dies during the 61-day period after the Company gives
notice to the Contract Owner that the Cash Surrender Value of the Contract is
insufficient to meet the Monthly Deduction Amount due against the Cash Value
of the Contract, the Death Benefit actually paid to the Contract Owner's
beneficiary will be reduced by the amount of the Deduction Amount that is due
and unpaid. (See "Cash Value and Cash Surrender Value," page 15, for effects
of partial cash surrenders on Death Benefits.)
CHANGES IN DEATH BENEFIT OPTION
A Contract Owner may change the Death Benefit option at any time prior to
the Insured's death by sending a written request to the Company. There is no
direct consequence of changing a Death Benefit option, except as described
under "Tax Consequences of Modified Endowment Contracts" on page 25. However,
the change could affect future values of Net Amount at Risk, and with some
Option 2 to Option 1 changes involving substantially funded Contracts, there
may be a cash distribution which is included in the gross income of the
Contract Owner. Consequently, the cost of insurance charge which is based on
the Net Amount at Risk may be different in the future. If the change is from
Option 2 to Option 1, the Stated Amount of the Contract will be increased by
the Cash Value (determined on the day the Company
================================================================================
13
<PAGE>
receives the written change request or on the date the change is requested to
become effective, if later). If the change is from Option 1 to Option 2, the
Stated Amount of the Contract will be decreased by the Cash Value (determined
on the date the Company receives the written change request) so that the Death
Benefit payable under Option 2 at the time of the change will equal that which
would have been payable under Option 1. A person who wishes a level Net Amount
at Risk and an increasing Death Benefit may choose to change from Option 1 to
Option 2. Likewise, a person who wishes a level Death Benefit and a decreasing
Net Amount at Risk would choose Option 1, not Option 2. No change from Option
1 to Option 2 will be permitted if the change results in a Stated Amount of
less than the minimum amount of $50,000.
CHANGES IN STATED AMOUNT
A Contract Owner may request in writing that the Stated Amount of the
Contract be increased or decreased, provided that the Stated Amount after any
decrease may not be less than the minimum amount of $50,000. For purposes of
determining the cost of insurance charge, a decrease in the Stated Amount will
reduce the Stated Amount in the following order:
1) against the most recent increase in the Stated Amount;
2) to other increases in the reverse order in which they occurred;
3) to the initial Stated Amount.
A decrease in Stated Amount in a substantially funded Contract may cause a
cash distribution that is includable in the gross income of the Contract
Owner.
For increases in the Stated Amount, the Company may require a new
application and evidence of insurability as well as an additional premium
payment. The effective date of any increase will be as shown on the new
Contract Summary which the Company will send to the Contract Owner. The
effective date of any increase in the Stated Amount will generally be the
Deduction Date next following either the date of a new application or, if
different, the date requested by the Applicant. There is an additional
Contract Administrative Charge and a Per Thousand of Stated Amount Surrender
Charge associated with a requested increase in Stated Amount. There is no
additional charge for a decrease in Stated Amount.
ACCELERATED BENEFIT RIDER
The Accelerated Benefit Rider will be issued as part of all Contracts issued
in a state that has approved such rider. The Accelerated Benefit Rider allows
a Contract Owner to receive a portion of the benefits from the Contract that
would be otherwise payable upon the death of the insured. The benefit may vary
by state and a Company representative should be consulted as to whether, and
to what extent, the rider is available in any particular state.
While having the Accelerated Benefit Rider as part of the Contract has no
adverse tax consequences, electing to use it could give rise to a federal or
state income tax. Currently proposed IRS regulations, however, would allow a
benefit received under this rider to be treated for income tax purposes like a
death benefit received by a beneficiary after the death of an insured. Consult
your tax advisor for more information.
MATURITY AND MATURITY EXTENSION BENEFITS
If the Insured is living on the Maturity Date (the anniversary of the
Contract Date on which the Insured is age 95), the Company will pay the
Contract Owner the Cash Value of the Contract, less any outstanding contract
loan or Deduction Amount due and unpaid. The Contract Owner must surrender the
Contract to
================================================================================
14
<PAGE>
the Company before such payment can be made, at which point the Contract will
terminate and the Company will have no further obligations under the Contract.
Upon the Insured's attaining age 94, and at any time during the twelve
months thereafter, the Contract Owner may request that coverage be extended
beyond the Maturity Date (the "Maturity Extension Benefit"). (This Maturity
Extension Benefit may not be available in all jurisdictions.) After the
Company has received such request, but prior to the Maturity Date, the
Contract will continue in force until the earlier of the death of the Insured
or the date on which the Contract Owner requests that the Contract terminate.
Upon termination of the Maturity Extension Benefit, a Death Benefit will be
paid as follows. On the Maturity Date, the Death Benefit will be the Cash
Value less any Loan Account Value and less any Deduction Amounts due but not
paid. After the Maturity Date, the Death Benefit will be the Cash Value less
any Loan Account Value. The Death Benefit is based on the experience of the
Sub-Accounts selected and is variable and is not guaranteed. After the
Maturity Date, periodic Deduction Amounts will no longer be charged against
the Cash Value and additional premiums will not be accepted.
The Company intends that the Contract and the Maturity Extension Benefit be
considered life insurance for tax purposes. The Death Benefit is designed to
comply with Section 7702 of the Internal Revenue Code of 1986, as amended, or
other equivalent section of the Code. However, the Company does not give tax
advice, and cannot guarantee that the Death Benefit and Cash Value will be
exempt from any future tax liability. The tax results of any benefits under
the Maturity Extension provision depend upon interpretation of the Internal
Revenue Code. The Contract Owner should consult his or her own personal tax
adviser prior to the exercise of the Maturity Extension Benefit to assess any
potential tax liability.
CASH VALUE AND CASH SURRENDER VALUE
The Cash Value of a Contract changes on a daily basis and will be computed
on each Valuation Date. The Cash Value will vary to reflect the investment
experience of the Underlying Funds, as well as any partial Cash Surrenders,
Monthly Deduction Amount, daily Separate Account charges, and any additional
premium payments. There is no minimum guaranteed Cash Value.
The Cash Value of a particular Contract is related to the net asset value of
the Underlying Funds to which premium payments on the Contract have been
allocated. The Cash Value on any Valuation Date is calculated by multiplying
the number of Accumulation Units credited to the Contract in each Sub-Account
as of the Valuation Date by the current Accumulation Unit Value of that Sub-
Account, then adding the collective result for each of the Sub-Accounts
credited to the Contract, and finally adding the value (if any) of the Loan
Account.
As long as the Contract is in effect, a Contract Owner may elect, without
the consent of the beneficiary (provided the designation of beneficiary is not
irrevocable), to surrender the Contract and receive its Cash Surrender Value,
i.e., the Cash Value of the Contract determined as of the day the Company
receives the Contract Owner's written request, less any outstanding contract
loan, and less any applicable Surrender Charges. For full surrenders, the
Company will pay the Cash Surrender Value of the Contract within seven days
following its receipt of the written request, or on the date requested by the
Contract Owner, whichever is later. The Contract will terminate on the
Deduction Date next following the Company's receipt of the written request, or
on the Deduction Date next following the date on which the Contract Owner
requests the surrender to become effective, whichever is later.
In the case of partial surrenders, the Cash Surrender Value will be equal to
the net amount requested to be surrendered minus any applicable Surrender
Charges. The deduction from Cash Value for a partial
================================================================================
15
<PAGE>
surrender will be made on a pro rata basis against the Cash Value of each of
the Sub-Accounts attributable to the Contract (unless the Contract Owner
states otherwise in writing).
In addition to reducing the Cash Value of the Contract, partial cash
surrenders will reduce the Death Benefit payable under the Contract. Under
Option 1, the Stated Amount of the Contract will be reduced by the amount of
the partial cash surrender. Under Option 2, the Cash Value, which is part of
the Death Benefit, will be reduced by the amount of the partial cash
surrender. The Company may require return of the Contract to record such
reduction.
TRANSFER OF CASH VALUE
As long as the Contract remains in effect, the Contract Owner may request
that all or a portion of the Cash Value of a particular Sub-Account be
transferred to other Sub-Accounts. The Contract Owner may make the request in
writing by mailing such request to the Company at its Home Office, or by
telephone by calling 1-800-334-4298 (proper authorization and identification
will be required for telephone transfers). The Company reserves the right to
restrict the number of such transfers to four times in any Contract Year and
to charge $10 for each additional transfer; however, there is currently no
charge for transfers.
As a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from which the transfer is made will be reduced by the number
obtained by dividing the amount transferred from the Sub-Account by the
Accumulation Unit Value of that Sub-Account on the Valuation Date on which the
Company receives the transfer request. The number of Accumulation Units
credited to the Sub-Account to which the transfer is made will be increased by
the number obtained by dividing the amount transferred to the Sub-Account by
the Accumulation Unit Value of that Sub-Account on the Valuation Date on which
the Company receives the transfer request.
DOLLAR-COST AVERAGING (AUTOMATED TRANSFERS)
You may establish automated transfers of Contract Values on a monthly or
quarterly basis from certain of the Sub-Accounts to other Sub-Accounts through
written request or other method acceptable to the Company. You must have a
minimum total Contract Value of $1,000 to enroll in the Dollar-Cost Averaging
program. The minimum total automated transfer amount is $100.
You may start or stop participation in the Dollar-Cost Averaging program at
any time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. Automated
transfers are subject to all of the other provisions and terms of the
Contract, including provisions relating to the transfer of money between Sub-
Accounts. The Company reserves the right to suspend or modify transfer
privileges at any time and to assess a processing fee for this service.
Before transferring any part of the Contract Value, Contract Owners should
consider the risks involved in switching between investments available under
this Contract. Dollar Cost Averaging requires regular investments regardless
of fluctuating price levels, and does not guarantee profits or prevent losses
in a declining market. Potential investors should consider their financial
ability to continue purchases through periods of low price levels.
CONTRACT LOANS
A Contract Owner may obtain a cash loan from the Company secured by the
Contract not to exceed 90% of the Contract's Cash Value (determined on the day
on which the Company receives the written loan request), less any surrender
penalties which include a percent of premium charge and per thousand of
================================================================================
16
<PAGE>
stated amount charge, as described on pages 10-11 in more detail. No loan
requests may be made for amounts of less than $100. If there is a loan
outstanding at the time a subsequent loan request is made, the amount of the
outstanding loan will be added to the new loan request. The Company will
charge interest on the outstanding amounts of the loan, which interest must be
paid in advance by the Contract Owner. During the first thirteen Contract
Years, the full Loan Account Value will be charged an annual interest rate of
7.4%; thereafter 3.85% will be charged.
The amount of the loan will be transferred as of the date the loan is made
on a pro rata basis from each of the Sub-Accounts attributable to the Contract
(unless the Contract Owner states otherwise) to another account (the "Loan
Account"). Amounts in the Loan Account will be credited by the Company with a
fixed annual rate of return of 4% (6% in Massachusetts) and will not be
affected by the investment performance of the Underlying Funds. When loan
repayments are made, the amount of the repayment will be deducted from the
Loan Account and will be reallocated based upon premium allocation percentages
among the Sub-Accounts applicable to the Contract (unless the Contract Owner
states otherwise). The Company will make the loan to the Contract Owner within
seven days after receipt of the written loan request.
An outstanding loan amount decreases the Cash Surrender Value. If a loan is
not repaid, it permanently decreases the Cash Surrender Value, which could
cause the Contract to lapse (see "Lapse and Reinstatement" below). For
example, if a Contract has a Cash Surrender Value of $10,000, the Contract
Owner may take a loan of 80% or $8,000, leaving a new Cash Surrender Value of
$2,000. In addition, the Death Benefit actually payable would be decreased
because of the outstanding loan. Furthermore, even if the loan is repaid, the
Death Benefit and Cash Surrender Value may be permanently affected since the
Contract Owner was not credited with the investment experience of an
Underlying Fund on the amount in the Loan Account while the loan was
outstanding. All or any part of a loan secured by a Contract may be repaid
while the Contract is still in effect.
LAPSE AND REINSTATEMENT
Except as provided below under "Lapse Protection Guarantee," the Contract
will remain in effect until the Cash Surrender Value of the Contract is
insufficient to cover the Monthly Deduction Amount. If such event occurs, the
Company will give written notice to the Contract Owner indicating that if the
amount shown in the notice (which will be sufficient to cover the Deduction
Amount due) is not paid within 61 days (the "Late Period"), the Contract may
lapse. The Contract will continue through the Late Period, but if no payment
is received, it will terminate at the end of the Late Period. If the person
insured under the Contract dies during the Late Period, the Death Benefit
payable under the Contract will be reduced by the Monthly Deduction Amount due
plus the amount of any outstanding loan. (See "Death Benefit," page 11.)
If the Contract lapses, the Contract Owner may reinstate the Contract upon
payment of the reinstatement premium (and any applicable charges) shown in the
Contract. A request for reinstatement may be made at any time within three
years of lapse (five years for contracts issued in Montana). The Net Premium
due upon reinstatement is at least one-quarter of the Annual Minimum Premium,
as shown in Appendix A, less any charges or fees, calculated as of the
Deduction Date next following receipt of premium by the Company. The Cash
Value of the Contract upon reinstatement will be equal to the Net Premium. In
addition, the Company reserves the right to require satisfactory evidence of
insurability.
================================================================================
17
<PAGE>
LAPSE PROTECTION GUARANTEE
Contract Owners may elect to have a Lapse Protection Guarantee benefit as
part of their Contract (as long as the Insured is not a substandard risk). The
Lapse Protection Guarantee benefit provides that if during the first three
Contract Years (the "Guarantee Period") the total premiums paid under the
Contract, less any Loan Account Value or partial surrenders, equal or exceed
the cumulative applicable Monthly Premium Threshold shown on the Contract
Summary Page of the Contract, a Lapse Protection Guarantee will be in effect.
(This guarantee may not be available in all jurisdictions.) This benefit
provides that the Contract will not lapse during the next Contract Month even
if the Cash Surrender Value is insufficient to pay the Monthly Deduction
Amount due, provided the next Contract Month is within the Guarantee Period.
The Premium Threshold will change if the Contract Owner makes a change in
the Stated Amount or adds or eliminates supplemental benefit riders under the
Contract. In such event, the Company will send the Contract Owner notice of
the new applicable Premium Threshold which must be met until the expiration of
the Guarantee Period in order for the guarantee to remain in effect.
EXCHANGE RIGHTS
Once the Contract is in effect, it may be exchanged at any time during the
first 24 months after its issuance for a general account life insurance
contract issued by the Company (or an affiliated company) on the life of the
Insured. Benefits under the new life insurance contract will be as described
in that contract. No evidence of insurability will be required. The Contract
Owner has the right to select the same Death Benefit or Net Amount at Risk as
the former Contract. Cost of insurance rates will be based on the same risk
classification as those of the former Contract. Any outstanding contract loan
must be repaid before the Company will make an exchange. In addition, there
may be an adjustment for the difference in Cash Value between the two
contracts.
================================================================================
PAYMENT OPTIONS
================================================================================
Proceeds payable under the Contract will be paid in a lump sum, unless the
Contract Owner selects one of the Company's payment options. Payment of
proceeds which exceed the Death Benefit may be deferred for up to six months
from the date of the request for the payment. A combination of options may be
used. The minimum amount that may be placed under a payment option is $5,000
unless the Company consents to a lesser amount. Proceeds applied under an
option will no longer be affected by the investment experience of the
Underlying Funds.
The following payment options are available under the Contract:
OPTION 1 -- Payments of a Fixed Amount
OPTION 2 -- Payments for a Fixed Period
OPTION 3 -- Amounts Held at Interest
OPTION 4 -- Monthly Life Income
OPTION 5 -- Joint and Survivor Level Amount Monthly Life Income
OPTION 6 -- Joint and Survivor Monthly Life Income--Two-thirds to Survivor
OPTION 7 -- Joint and Last Survivor Monthly Life Income--Monthly Payment
Reduces on Death of First Person Named
OPTION 8 -- Other Options
================================================================================
18
<PAGE>
The Company will make any other arrangements for periodic payments as may be
agreed upon. If any periodic payment due any payee is less than $50, the
Company may make payments less often. If the Company has declared a higher
rate under an option at the date the first payment under an option is due, the
Company will base the payments on the higher rate.
================================================================================
PERFORMANCE INFORMATION
================================================================================
From time to time, Fund UL II's Sub-Accounts may show the percentage change
in the value of an Accumulation Unit based on the performance of the Sub-
Account over a period of time, usually for the past one-, two-, three-, five-,
and ten-year periods determined by dividing the increase (decrease) in value
for that unit by the Accumulation Unit Value at the beginning of the period.
For Sub-Accounts of Fund UL II that invest in Underlying Funds that were in
existence prior to the date on which the Underlying Fund became available
under the Contract, average annual rates of return may include periods prior
to the inception of the Sub-Account. Performance calculations for Sub-Accounts
with pre-existing Underlying Funds will be calculated by adjusting the actual
returns of the Underlying Funds to reflect the charges that would have been
assessed under the Sub-Accounts had the Underlying Fund been available under
Fund UL II during the period shown. The chart assumes that current total
charges of 0.90% were assessed during the entire period.
The following performance information represents the percentage change in
the value of an Accumulation Unit of the Sub-Accounts for the periods
indicated, and reflects all expenses of the Underlying Funds. The chart
reflects the current .80% mortality and expense risk charge and .10%
administrative expense risk charge. The rates of return do not reflect the
2.5% front-end sales charge or the 2.5% state premium tax charge (both of
which are deducted from premium payments) nor do they reflect surrender
charges or monthly deduction amounts. The surrender charges and monthly
deduction amounts for a hypothetical Insured are depicted in the Example
following the Rates of Return chart that appears below. For information about
the Charges and Deductions assessed under the Contract, see page 5. For
illustrations of how these charges affect Cash Values and Death Benefits, see
the Illustrations beginning on page 30.
================================================================================
19
<PAGE>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL RATES OF RETURN
(ASSUMING DEDUCTION OF CURRENT SUB-ACCOUNT CHARGES)/1/
FOR PERIODS ENDED DECEMBER 31, 1994
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
SUB-ACCOUNTS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund (5.64)% 7.87% 9.73% 9.81%
Cash Income Trust 2.15 % 1.93% 3.68% --
Managed Assets Trust (2.85)% 3.16% 5.87% 10.69%
U.S. Government Securities Portfolio (6.47)% -- -- --
Utilities Portfolio/2/
Templeton Stock Fund (3.08)% 11.00% 8.79% --
Templeton Asset Allocation Fund (3.84)% 8.82% 8.27% --
Templeton Bond Fund (5.74)% 2.90% 5.69% --
Fidelity's High Income Portfolio (2.43)% 12.47% 13.05% --
Fidelity's Equity-Income Portfolio 6.12 % 12.99% 9.54% --
Fidelity's Growth Portfolio (0.91)% 8.32% 9.91% --
Fidelity's Asset Manager Portfolio (6.95)% 7.40% 9.75% --
Dreyfus Stock Index Fund (0.03)% 4.78% -- --
Smith Barney Income and Growth Portfolio/2/
Alliance Growth Portfolio/2/
Smith Barney High Income Portfolio/2/
MFS Total Return Portfolio/2/
Smith Barney Total Return Portfolio/2/
AIM Capital Appreciation Portfolio/2/
Zero Coupon Bond Fund Portfolio 1998/2/
Zero Coupon Bond Fund Portfolio 2000/2/
Zero Coupon Bond Fund Portfolio 2005/2/
</TABLE>
1 These returns assume that the Contract's current mortality and expense risk
charge of 0.80% and administrative expense charge of 0.10% were deducted for
all periods. The Contract's guaranteed maximum charges are 0.80% for
mortality and expense risks and 0.10% for administrative expenses.
2 One year's performance not available.
================================================================================
20
<PAGE>
EXAMPLE OF CONTRACT CHARGES
The following chart illustrates the surrender charges and Monthly Deduction
Amounts that would apply under a Contract based on the assumptions listed
below. Surrender charges and Monthly Deduction Amounts generally will be
higher for an Insured who is older than the assumed Insured, and lower for an
Insured who is younger (assuming the Insureds have the same risk
classification). Cost of insurance rates go up each year as the Insured
becomes a year older.
Male, Age 35 Face Amount: $100,000
Preferred Non-Smoker Level Death Benefit Option
Annual Premium: $ 850.00 Current Charges
Hypothetical Gross Annual Investment Rate of Return: 8% /4/
<TABLE>
<CAPTION>
TOTAL MONTHLY DEDUCTION
- ------------------------------------------------------------------------------------------
SURRENDER CHARGES FOR THE POLICY YEAR
- ---------------------------------------------- ------------------------
SALES CHARGE
ADMINISTRATIVE COMPONENT OF COST OF ADMINISTRATIVE
POLICY CUMULATIVE SALES CHARGE CHARGE SURRENDER CHARGE INSURANCE --------------
YEAR PREMIUMS COMPONENT COMPONENT AS % OF CUM. PREM. CHARGES CHARGES
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 $ 850.00 $91.20 $364.80 10.73% $145.00 $96.00
2 $1,700.00 $90.40 $361.60 5.32% $157.00 $96.00
3 $2,550.00 $90.00 $360.00 3.53% $168.00 $96.00
5 $4,250.00 $92.80 $371.20 2.18% $190.00 $ 0
10 $8,500.00 $59.40 $237.60 0.70% $250.00 $ 0
</TABLE>
/4/ Hypothetical investment results shown above are illustrative only and should
not be deemed a representation of past or future investment results. Actual
investment results may be more or less than those shown.
Hypothetical investment results may be different from those shown if the
actual rates of return averaged 8%, but fluctuated above or below that
average for individual policy years.
No representations can be made that the hypothetical rates assumed can be
achieved for any one year or sustained over any period of time.
================================================================================
OTHER MATTERS
================================================================================
VOTING RIGHTS
In accordance with its view of present applicable law, the Company will vote
the shares of the Underlying Funds at regular and special meetings of the
shareholders of the Underlying Funds in accordance with instructions from
Contract Owners (or the contract beneficiaries, as the case may be) having a
voting interest in Fund UL II. The Company will vote shares for which no
instructions have been given or shares which are not otherwise attributable to
Contract Owners in the same proportion as it votes shares for which it has
received instructions. If the 1940 Act or any rule promulgated thereunder
should be amended, however, or if the Company's present interpretation should
change and, as a result, the Company determines it is permitted to vote the
shares of the Underlying Funds in its own right, it may elect to do so.
The voting interests of the Contract Owner (or the beneficiary) in the
Underlying Funds will be determined as follows: Contract Owners may cast one
vote for each $100 of Cash Value of the Contract allocated to the Sub-Account,
the assets of which are invested in the particular Underlying Fund on the
record date for the shareholder meeting for that Fund. Fractional votes are
counted. If, however, a
================================================================================
21
<PAGE>
Contract Owner has taken a loan secured by the Contract, amounts transferred
from the Sub-Account(s) to the Loan Account in connection with the loan will
not be considered in determining the voting interests of the Contract Owner.
Contract Owners should review the prospectuses for the Underlying Funds to
determine matters on which shareholders may vote and the definition of a
majority vote required on some matters.
DISREGARD OF VOTING INSTRUCTIONS
When permitted by state insurance regulatory authorities, the Company may
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the investment objective or policies of Fund
UL II or one of the Underlying Funds, or to approve or disapprove an
investment advisory contract of one of the Underlying Funds. In addition, the
Company may disregard voting instructions in favor of changes in the
investment policies or the investment adviser of any of the Underlying Funds
which are initiated by a Contract Owner if the Company reasonably disapproves
of such changes. A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory authorities, or if the
Company determines that the change would have an adverse effect on its general
account in that the proposed investment policy for an Underlying Fund may
result in overly speculative or unsound investments. In the event that the
Company does disregard voting instructions, a summary of that action and the
reasons for such action will be included in the next annual report to Contract
Owners.
STATEMENTS TO CONTRACT OWNERS
The Company will maintain all records relating to Fund UL II and the Sub-
Accounts. At least once in each Contract Year, the Company will send to
Contract Owners a statement containing the following information: (1) the
Stated Amount and the Cash Value of the Contract (indicating the number of
Accumulation Units credited to the Contract in each Sub-Account and the
corresponding Accumulation Unit Value); (2) the date and amount of each
premium payment; (3) the date and amount of each Monthly Deduction; (4) the
amount of any outstanding contract loan as of the date of the statement, and
the amount of any loan interest charged on the Loan Account; (5) the date and
amount of any partial cash surrenders and the amount of any partial surrender
charges; (6) the annualized cost of any supplemental benefits purchased under
the Contract; and (7) a reconciliation since the last report of any change in
Cash Value and Cash Surrender Value. The Company will also send any other
reports required by any applicable state or federal laws or regulations.
LIMIT ON RIGHT TO CONTEST
The Company may not contest the validity of the Contract after it has been
in effect during the Insured's lifetime for two years from the Issue Date. If
the Contract is reinstated, the two-year period will be measured from the date
of reinstatement. Each requested increase in Stated Amount is contestable for
two years from its effective date. In addition, if the Insured commits suicide
during the two-year period following issue, subject to state law, the Death
Benefit will be limited to the premiums paid less (i) the amount of any
partial surrender, (ii) the amount of any outstanding contract loan, and (iii)
the amount of any unpaid Deduction Amount due. During the two-year period
following an increase, the Death Benefit in the case of suicide will be
limited to an amount equal to the Deduction Amount for such increase.
================================================================================
22
<PAGE>
MISSTATEMENT AS TO SEX AND AGE
If there has been a misstatement with regard to sex or age, benefits payable
will be adjusted to what the Contract would have provided with the correct
information. A misstatement with regard to sex or age in a substantially
funded Contract may cause a cash distribution that is includable in whole or
in part in the gross income of the Contract Owner.
SUSPENSION OF VALUATION
The Company reserves the right to suspend or postpone the date of any
payment of any benefit or values for any Valuation Period (1) when the New
York Stock Exchange is closed; (2) when trading on the Exchange is restricted;
(3) when an emergency exists as determined by the Securities and Exchange
Commission so that disposal of the securities held in the Sub-Accounts is not
reasonably practicable or it is not reasonably practicable to determine the
value of the Sub-Account's net assets; or (4) during any other period when the
Securities and Exchange Commission, by order, so permits for the protection of
security holders.
BENEFICIARY
The Applicant names the beneficiary in the application for the Contract. The
Contract Owner may change the beneficiary (unless irrevocably named) during
the Insured's lifetime by sending a written request to the Company. If no
beneficiary is living when the Insured dies, the Death Benefit will be paid to
the Contract Owner, if living; otherwise, the Death Benefit will be paid to
the Contract Owner's estate.
ASSIGNMENT
The Contract may be assigned as collateral for a loan or other obligation.
The Company is not responsible for any payment made or action taken before
receipt of written notice of such assignment. Proof of interest must be filed
with any claim under a collateral assignment.
DIVIDENDS
No dividends will be paid under the Contract.
================================================================================
FEDERAL TAX CONSIDERATIONS
================================================================================
GENERAL
The following general description of tax consequences represents the law in
effect on the date of this Prospectus. This discussion is not intended as tax
advice, and applicants should consult with their own tax advisers before
purchasing a Contract.
Potential purchasers should understand that tax laws can change, even with
respect to policies of insurance that have already been issued. Legislative
proposals have been introduced in Congress in recent years that would have
altered some of the tax consequences described below to generally less
favorable results. It is to be expected that such legislative proposals will
again come before Congress from time to time. Previous proposals have
generally had prospective effects as to contracts first
================================================================================
23
<PAGE>
issued after a current date, but some would have had retroactive effect on
previously issued policies or on new voluntary transactions in previously
issued policies.
TAXATION OF THE COMPANY
The Company is taxed as a life insurance company under federal income tax
law. Presently, the Company does not expect to incur any income tax on the
earnings or the realized capital gains attributable to Fund UL II. However,
the Company may assess a charge against the Sub-Accounts for federal income
taxes attributable to those accounts in the event that the Company incurs
income or capital gains or other tax liability attributable to Fund UL II
under future tax law.
TAX CONSEQUENCES OF LIFE INSURANCE CONTRACTS
Death Benefit payments made under life insurance contracts are generally
excludable from the gross income of the beneficiary under federal and state
tax law unless the contract was sold or transferred for a valuable
consideration. A gift of the ownership of the Contract will not make the death
proceeds includable in the gross income of the beneficiary. The Death Benefit
of a corporate-owned life insurance policy and annual cash value increase in
excess of tax basis may be includable in part in the gross income of the
corporation under certain applications of the alternative minimum tax law.
No part of the investment growth in any cash value life insurance contract
is generally includable in the gross income of the Contract Owner unless the
policy matures, or is surrendered, or otherwise terminates with income in the
Contract before death, or unless the Contract is partially surrendered for an
amount in excess of the adjusted cost basis of the policy. During the first
fifteen years of contract duration, the "cost-recovery-first" rule for the
taxation of partial surrenders and certain other transactions that reduce
future benefits may be reversed to an income-first rule under the federal tax
law. This will occur only in the case of substantially funded contracts where
the reduced contract Death Benefit amount compared to the original premiums as
actuarially adjusted would not meet the federal tax definition of life
insurance. The Company finds that most partial surrenders are not taxed in
this manner, but rather that the traditional cost-recovery-first tax rule
applies.
Any loan received under the Contract will be treated as indebtedness of the
Contract Owner and no part of the loan under current law will constitute
income to the Contract Owner. A loan outstanding at the time of maturity,
surrender or other termination of the Contract will be considered a
distribution at that point and will be includable in income to the extent of
income in the Contract.
The proceeds of life insurance owned by a decedent are generally includable
in the gross estate of a decedent unless all incidents of ownership in the
Contract were given away more than three years prior to death. This is true
regardless of who receives the proceeds of the Contract. The federal estate
tax law does not require a tax to be paid unless the taxable estate including
insurance proceeds exceeds $600,000 for deaths occurring in 1987 or later.
Proceeds of insurance and other property received by the surviving spouse of a
decedent are fully deductible under federal estate tax law. State and local
estate or inheritance taxes vary greatly in their application to insurance
proceeds. The proceeds of insurance contracts are exempt from state death
taxes in a number of states which otherwise impose such taxes. A number of
other states impose no broad-based death taxes. Other states follow the
federal rule.
If ownership of a contract is given away, the value of the gift for federal,
state or local gift tax purposes approximates the Cash Value of the Contract
at the point of gift. The federal threshold for gift taxes is the same as for
estate taxes. There will be no tax due until accumulated taxable gifts made
since 1976 exceed $600,000.
================================================================================
24
<PAGE>
================================================================================
TAX CONSEQUENCES OF MODIFIED ENDOWMENT CONTRACTS
A Contract Owner can purchase a contract which is a modified endowment
contract, or which becomes a modified endowment contract at a later point in
its duration. The tax consequences of such contracts differ in several
respects from those described above under "Tax Consequences of Life Insurance
Contracts."
A modified endowment contract is defined under tax law as any policy that
satisfies the present legal definition of a life insurance contract but which
fails to satisfy a 7-pay test. This failure could occur with contracts entered
into after June 21, 1988, or with certain older contracts materially changed
after that date. An Internal Revenue Service ("IRS") code section 1035
exchange of an older contract into a contract after that date will not by
itself cause the new contract to be a modified endowment contract if the older
contract had not become one prior to the exchange. However, the new contract
must be re-tested under the 7-pay test rules.
A contract fails to satisfy the 7-pay test if the cumulative amount of
premiums paid under the contract at any time during the first seven contract
years exceeds the sum of the net level premiums that would have been paid on
or before such time had the contract provided for paid-up future benefits
after the payment of seven level annual premiums. If a material change in the
contract occurs either during the first seven contract years, or later, a new
seven-year testing period is begun. To fully define those transactions which
are material changes, Contract Owners should refer to current tax regulations
or obtain guidance from a tax adviser. The Company has established safeguards
for monitoring whether a contract may become a modified endowment contract.
A modified endowment contract has income-first taxation of all loans,
pledges, collateral assignments or partial surrenders to the extent of income
in the contract. An additional income tax of 10% may apply to taxable
distributions or deemed taxable distributions prior to the Contract Owner
attaining age 59 1/2, with certain exceptions.
The Death Benefit of a modified endowment contract remains excludable from
the gross income of the Beneficiary to the extent described above in "Tax
Consequences of Life Insurance Contracts." Furthermore, no part of the
investment growth of the Cash Value of a modified endowment contract is
includable in the gross income of the Contract Owner unless the contract
matures, is distributed or partially surrendered, is pledged, collaterally
assigned, or borrowed against, or otherwise terminates with income in the
contract prior to death. A full surrender of the contract after age 59 1/2
will have the same tax consequences as noted above in "Tax Consequences of
Life Insurance Contracts."
INVESTOR CONTROL
In certain circumstances, owners of variable life insurance contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their contract. In those circumstances,
income and gains from the separate account assets would be includable annually
in the variable contract owners gross income. The IRS has stated in published
rulings that a variable contract owner will be considered the owner of
separate account assets if the contract owner possesses incidents of ownership
in those assets, such as the ability to exercise investment control over the
assets. The U.S. Department of Treasury has also announced, in connection with
the issuance of regulations concerning diversification, that those regulations
do not provide guidance concerning the circumstances in which investor control
of the investments of a segregated asset account may cause the investor (i.e.,
the Contract Owner), rather than the insurance company, to be treated as the
owner of the assets in the account. This announcement also stated that
guidance would be issued by way of regulations or rulings on the extent
================================================================================
25
<PAGE>
to which Contract Owners may direct their investments to particular Sub-
Accounts without being treated as owners of the underlying assets. As of the
date of this prospectus, no such guidance has been issued.
The ownership rights under the Contract are similar to, but different in
certain respects from, those described by the IRS in rulings in which it
determined that the owners were not owners of separate account assets. For
example, a Contract Owner of this Contract has additional flexibility in
allocating payments and cash values. These differences could result in the
Contract Owner being treated as the owner of the assets of Fund UL II. In
addition, the Company does not know what standard will be set forth in the
regulations or rulings which the Treasury is expected to issue, nor does the
Company know if such guidance will be issued. The Company therefore reserves
the right to modify the Contract as necessary to attempt to prevent the
Contract Owner from being considered the owner of a pro rata share of the
assets of Fund UL II.
The above tax discussion assumes that the Contract qualifies as a life
insurance contract for federal income tax purposes.
================================================================================
DISTRIBUTION OF THE CONTRACTS
================================================================================
The Company intends to sell the Contract in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Company does
not intend to conduct business in the state of New York.
Contracts may be purchased from agents who are licensed by state insurance
authorities to sell variable life insurance policies issued by the Company,
and who are also registered representatives of broker-dealers which have
Selling Agreements with Tower Square Securities, Inc. ("TSSI"). TSSI, whose
principal business address is One Tower Square, Hartford, Connecticut, serves
as the principal underwriter for the variable life insurance policies
described herein. TSSI is registered as a broker-dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, and is a
member of the National Association of Securities Dealers, Inc. ("NASD"). TSSI
is an affiliate of the Company and an indirect wholly owned subsidiary of
Travelers Group Inc., and serves as principal underwriter pursuant to an
Underwriting Agreement to which Fund UL II, the Company, and TSSI are parties.
No amounts have been or will be retained by TSSI for acting as principal
underwriter for the Contracts.
The maximum commission payable by the Company for distribution would be no
greater than 50% of the actual premium paid in the first twelve months.
================================================================================
26
<PAGE>
================================================================================
MANAGEMENT
================================================================================
DIRECTORS OF THE TRAVELERS LIFE AND ANNUITY COMPANY
The following are the Directors and Executive Officers of The Travelers Life
and Annuity Company. Unless otherwise indicated, the principal business
address for all individuals is the Company's Home Office at One Tower Square,
Hartford, Connecticut 06183. References to Travelers Group Inc. include, prior
to December 31, 1993, Primerica Corporation or its predecessors.
<TABLE>
<CAPTION>
Director Business Experience During the Past Five
Name and Position Since Years
----------------- -------- ----------------------------------------
<C> <C> <S>
Robert I. Lipp 1994 Director and Chief Executive Officer of The
Director Travelers Insurance Group Inc. since December
1993; Vice Chairman and Director of Travelers
Group Inc. since 1991; Chairman and Chief
Executive Officer of Commercial Credit
Company (1991-1993); Executive Vice President
(1986-1991), Primerica Corporation.
Jay S. Fishman 1994 Director since February 1994 and Chief
Director, Vice Chairman Financial Officer since December 1993 of The
and Chief Financial Travelers Insurance Group Inc.; Senior Vice
Officer President since 1991 and Treasurer (1991-
1994) of Travelers Group Inc.; Executive Vice
President and Chief Financial Officer (1989-
1991), Consumer Services Group, Commercial
Credit Company.
Charles O. Prince, III* 1994 Senior Vice President and General Counsel and
Director Secretary of Travelers Group Inc. since 1985.
Marc P. Weill* 1994 Senior Vice President-Investments since
Director December 1993 of The Travelers Insurance
Company; Senior Vice President of Travelers
Group Inc. since 1992; Vice President (1990-
1992), Primerica Corporation; Vice President
(1989-1990), Smith Barney Inc.
Irwin R. Ettinger* 1994 Senior Vice President (1987-present) and
Director Chief Accounting Officer (1990-present),
Travelers Group Inc.
Michael A. Carpenter 1995 Executive Vice President since 1995 of
Director, Chairman Travelers Group Inc.; Chairman, President and
and President Chief Executive Officer (1989-1994), Kidder
Peabody Group Inc.
Donald T. DeCarlo 1995 General Counsel and Secretary since October,
Director 1994 of Travelers Group Inc.; Deputy General
Counsel since June 1989 of Travelers Group
Inc.; Executive Vice President since August
1987 of Gulf Insurance Group.
</TABLE>
* Principal business address: Travelers Group Inc., 388 Greenwich Street, New
York, New York.
================================================================================
27
<PAGE>
SENIOR OFFICERS OF THE TRAVELERS LIFE AND ANNUITY COMPANY
The following are the Senior Officers of The Travelers Life and Annuity
Company ("TLAC"), other than the Directors listed above, as of the date of
this Prospectus. Unless otherwise indicated, the principal business address
for all individuals listed is One Tower Square, Hartford, Connecticut 06183.
<TABLE>
<CAPTION>
NAME POSITION WITH TLAC
<S> <C>
Michael A. Carpenter President
Jay S. Benet Senior Vice President
George C. Kokulis Senior Vice President
Barry L. Mannes * Senior Vice President
Richard F. Morrison Senior Vice President
Thompson Shea Senior Vice President-Audit
David A. Tyson Senior Vice President
F. Denney Voss Senior Vice President
W. Douglas Willett Senior Vice President
William H. White Vice President and Treasurer
Christine B. Mead Vice President--Finance and Controller
</TABLE>
* Principal business address: Travelers Group Inc., 388 Greenwich Street,
New York, New York.
Information relating to the management of the Underlying Funds is contained
in the Underlying Fund prospectuses.
================================================================================
LEGAL PROCEEDINGS AND OPINION
================================================================================
There are no pending material legal proceedings affecting the Contract, Fund
UL II or any of the Underlying Funds.
Legal matters in connection with federal laws and regulations affecting the
issue and sale of the variable universal life insurance contract described in
this Prospectus and the organization of the Company, its authority to issue
the Contract under Connecticut law and the validity of the forms of the
Contract under Connecticut law have been passed on by the General Counsel of
the Life and Annuities Division of the Company.
================================================================================
INDEPENDENT ACCOUNTANTS
================================================================================
Coopers & Lybrand L.L.P., certified public accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Fund UL II. The
services provided to Fund UL II include primarily the examination of Fund UL
II's financial statements. The financial statements of Fund UL II have been
audited by Coopers & Lybrand L.L.P., as indicated in their reports thereon,
and are included herein in reliance upon the authority of said firm as experts
in accounting and auditing.
================================================================================
28
<PAGE>
================================================================================
REGISTRATION STATEMENT
================================================================================
A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. This Prospectus does
not contain all information set forth in the Registration Statement, its
amendments and exhibits, to which reference is made for further information
concerning Fund UL II, the Underlying Funds, the Company and the Contract.
================================================================================
29
<PAGE>
===============================================================================
ILLUSTRATIONS
================================================================================
The following pages are intended to illustrate how the Account Value, Cash
Surrender Value and Death Benefit can change over time for Contracts issued to
a 45-year old male and a 45-year old female. The difference between the
Account Value and the Cash Surrender Value in these illustrations represents
the Surrender Charge that would be incurred upon a full surrender of the
Contract.
For both male and female age 45, there are two pages of values. One page
illustrates the assumption that the maximum guaranteed cost of insurance
rates, the monthly administrative charge, mortality and expense risk charge,
and administrative expense charge allowable under the Contract are charged in
all years. The other page illustrates the assumption that the current scale of
Cost of Insurance Rates and other charges are charged in all years. The Cost
of Insurance Rates charged vary by age, sex and underwriting classification,
and the monthly administrative charge varies by age, amount of insurance and
smoker/non-smoker classification for current charges. The illustrations
reflect a deduction of 5% from each annual premium for premium tax (2.5%) and
front end sales charge (2.5%).
The values shown in these illustrations vary according to assumptions used
for charges, and gross rates of investment returns. For the first fifteen
policy years, the current and guaranteed charges consist of 0.80% for
mortality and expense risks, 0.10% for administrative expenses, and 0.81% for
Underlying Fund expenses. Thereafter, the current and guaranteed charges
consist of 0.45% for mortality and expense risks, 0.00% for administrative
expenses, and 0.81% for Underlying Fund expenses.
The charge for Underlying Fund expenses reflected in the illustrations
assumes that Cash Value is allocated equally among all Sub-Accounts and that
no Policy Loans are outstanding, and is an average of the investment advisory
fees and other expenses charged by each of the Underlying Funds during 1994.
For funds not available in 1994, an estimate of the 1995 expenses has been
included.
After deduction of these amounts, the illustrated gross annual investment
rates of return of 0%, 6%, and 12% correspond to approximate net annual rates
of -1.71%, 4.29%, and 10.29%, respectively on a current and guaranteed basis
during the first fifteen policy years, and to approximate net annual rates of-
1.26%, 4.74%, and 10.74%, respectively on a current and guaranteed basis
thereafter. The actual charges under a Contract for expenses of the Underlying
Funds will depend on the actual allocation of Cash Value and may be higher or
lower than those illustrated.
The charge for Underlying Fund expenses for all illustrations is an average
of the investment advisory fees and other expenses charged by all of the
Underlying Funds. The Underlying Fund expenses for some of the Underlying
Funds reflect an expense reimbursement agreement currently in effect. For the
year ended December 31, 1994, these reimbursement agreements affected the
total operating expenses of the Underlying Funds as follows:
1. The Company has agreed to reimburse Capital Appreciation Fund (CAF), Cash
Income Trust (CIT), Managed Assets Trust (MAT), the U.S. Government
Securities Portfolio (USGSP) and the Utilities Portfolio, for the amount by
which each fund's aggregate annual expenses, including investment advisory
fees, but excluding brokerage commissions, interest charges and taxes,
exceed 1.25%. In the absence of the reimbursement agreement with the
Company, the operating expenses in 1994 would have been 6.40% for CIT and
3.49% (annualized) for Utilities Portfolio. The expense reimbursement
agreement did not affect the operating expenses of CAF, MAT or USGSP during
1994.
2. The administrator and investment adviser for the Dreyfus Stock Index Fund
have agreed to reimburse the Fund for expenses in excess of 0.40%. In the
absence of the reimbursement agreement, such expenses would have been 0.57%
in 1994.
================================================================================
30
<PAGE>
3. No reimbursement arrangements were in effect for the Templeton Stock, Bond
and Asset Allocation Funds during 1994.
4. No reimbursement arrangement affected Fidelity's High Income Portfolio
during 1994. However, a portion of the brokerage commissions the Fund paid
was used to reduce its expenses. Without this arrangement the expenses
would have been 0.60%, 0.70% and 0.81%, respectively, for the Equity-Income
Portfolio, Growth Portfolio and Asset Manager Portfolio.
5. If such fees were not waived and expenses were not reimbursed, Total
Underlying Expenses for the Smith Barney/Travelers Series Fund Portfolios
would have been: Smith Barney Income and Growth Portfolio, 2.08%; Alliance
Growth Portfolio, 1.76%; Smith Barney High Income Portfolio, 2.60%; MFS
Total Return Portfolio, 2.51%. If such fees were not waived and expenses
were not reimbursed, Total Underlying Expenses for the Smith Barney Series
Fund Total Return Portfolio would have been 21.47%.
Although these reimbursement arrangements are expected to continue in
subsequent years, the effect of discontinuance could be higher expenses
charged to Contract Owners.
As stated above, the examples illustrate values that would result based upon
hypothetical uniform gross investment rates of return of 0%, 6% and 12%. The
values would be different from those shown if the gross rates averaged 0%, 6%,
and 12% over a period of years, but fluctuated above and below those averages.
The illustrations also assume that premiums are paid as indicated, no
contract loans are made, no increases or decreases to the Stated Amount are
requested, no partial surrenders are made, and no charges for transfers
between funds are incurred.
The illustrations do not reflect any charges for federal income taxes
against Fund UL II, since the Company is not currently deducting such charges
from Fund UL II. However, such charges may be made in the future, and in that
event, the gross annual investment rates of return would have to exceed 0%, 6%
and 12% by an amount sufficient to cover the tax charges in order to produce
the Death Benefits, Account Values and Cash Surrender Values illustrated.
Upon request, the Company will provide a comparable illustration based upon
the proposed Insured's age, sex, underwriting classification, the specified
insurance benefits, and the premium requested. The hypothetical gross annual
investment return assumed in such an illustration will not exceed 12%.
================================================================================
31
<PAGE>
MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**
Female, Issue Age 45 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $1,595.63
<TABLE>
<CAPTION>
TOTAL CASH SURRENDER
PREMIUMS DEATH BENEFIT CASH VALUE VALUE
WITH 5% ----------------------- ------------------- -------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,675 150,000 150,000 150,000 521 580 640 0 0 0
2 3,435 150,000 150,000 150,000 999 1,151 1,311 0 113 263
3 5,282 150,000 150,000 150,000 1,432 1,709 2,013 485 745 1,031
4 7,221 150,000 150,000 150,000 2,247 2,693 3,203 1,358 1,777 2,256
5 9,258 150,000 150,000 150,000 3,006 3,677 4,474 2,179 2,810 3,559
6 11,396 150,000 150,000 150,000 3,708 4,659 5,832 2,947 3,841 4,944
7 13,641 150,000 150,000 150,000 4,348 5,635 7,283 3,657 4,866 6,416
8 15,999 150,000 150,000 150,000 4,920 6,597 8,830 4,302 5,879 8,029
9 18,474 150,000 150,000 150,000 5,422 7,541 10,481 4,881 6,873 9,786
10 21,073 150,000 150,000 150,000 5,851 8,464 12,246 5,392 7,877 11,659
15 36,153 150,000 150,000 150,000 6,949 12,763 23,361 6,949 12,763 23,361
20 55,399 150,000 150,000 150,000 5,756 16,093 40,598 5,756 16,093 40,598
</TABLE>
These hypothetical rates of return are illustrative only and should not be
considered a representation of past or future investment results. Actual
investment results may be more or less than those shown and will depend on a
number of factors. The Account Values and Cash Surrender Values will be
different from those shown if the actual rates of return averaged 0%, 6% or
12% over a period of years but fluctuated above or below the average for
individual contract years. No representation can be made that these rates of
return can be achieved for any one year or sustained period of time.
** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.
================================================================================
32
<PAGE>
MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**
Female, Issue Age 45 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $1,595.63
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ----------------------- -------------------- --------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,675 150,000 150,000 150,000 1,003 1,079 1,154 0 0 8
2 3,435 150,000 150,000 150,000 1,976 2,190 2,413 888 1,090 1,299
3 5,282 150,000 150,000 150,000 2,912 3,328 3,781 1,876 2,267 2,693
4 7,221 150,000 150,000 150,000 3,950 4,639 5,418 2,959 3,606 4,338
5 9,258 150,000 150,000 150,000 4,948 5,983 7,201 4,005 4,978 6,122
6 11,396 150,000 150,000 150,000 5,903 7,361 9,146 5,010 6,381 8,129
7 13,641 150,000 150,000 150,000 6,820 8,776 11,272 5,980 7,867 10,363
8 15,999 150,000 150,000 150,000 7,698 10,232 13,599 6,914 9,431 12,798
9 18,474 150,000 150,000 150,000 8,537 11,728 16,149 7,842 11,033 15,454
10 21,073 150,000 150,000 150,000 9,333 13,264 18,942 8,746 12,677 18,355
15 36,153 150,000 150,000 150,000 12,502 21,413 37,429 12,502 21,413 37,429
20 55,399 150,000 150,000 150,000 14,483 31,009 68,550 14,483 31,009 68,550
</TABLE>
These hypothetical rates of return are illustrative only and should not be
considered a representation of past or future investment results. Actual
investment results may be more or less than those shown and will depend on a
number of factors. The Account Values and Cash Surrender Values will be
different from those shown if the actual rates of return averaged 0%, 6% or
12% over a period of years but fluctuated above or below the average for
individual contract years. No representation can be made that these rates of
return can be achieved for any one year or sustained period of time.
** Current cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.
================================================================================
33
<PAGE>
MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**
Male, Issue Age 45 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $1,968.75
<TABLE>
<CAPTION>
TOTAL CASH SURRENDER
PREMIUMS DEATH BENEFIT CASH VALUE VALUE
WITH 5% ----------------------- ------------------- -------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,067 150,000 150,000 150,000 715 791 867 0 0 0
2 4,238 150,000 150,000 150,000 1,365 1,562 1,768 314 499 693
3 6,517 150,000 150,000 150,000 1,948 2,308 2,705 970 1,309 1,682
4 8,910 150,000 150,000 150,000 2,889 3,469 4,133 1,961 2,506 3,131
5 11,423 150,000 150,000 150,000 3,750 4,615 5,644 2,879 3,692 4,659
6 14,061 150,000 150,000 150,000 4,524 5,738 7,241 3,714 4,855 6,268
7 16,831 150,000 150,000 150,000 5,200 6,828 8,922 4,458 5,988 7,956
8 19,740 150,000 150,000 150,000 5,770 7,870 10,688 5,101 7,075 9,775
9 22,794 150,000 150,000 150,000 6,221 8,851 12,536 5,632 8,104 11,729
10 26,001 150,000 150,000 150,000 6,543 9,758 14,467 6,042 9,065 13,768
15 44,607 150,000 150,000 150,000 5,922 12,720 25,550 5,922 12,720 25,550
20 68,354 150,000 150,000 150,000 115 11,262 40,236 115 11,262 40,236
</TABLE>
These hypothetical rates of return are illustrative only and should not be
considered a representation of past or future investment results. Actual
investment results may be more or less than those shown and will depend on a
number of factors. The Account Values and Cash Surrender Values will be
different from those shown if the actual rates of return averaged 0%, 6% or
12% over a period of years but fluctuated above or below the average for
individual contract years. No representation can be made that these rates of
return can be achieved for any one year or sustained period of time.
** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.
================================================================================
34
<PAGE>
MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**
Male, Issue Age 45 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $1,968.75
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ----------------------- -------------------- --------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,067 150,000 150,000 150,000 1,270 1,363 1,457 117 204 293
2 4,238 150,000 150,000 150,000 2,492 2,760 3,039 1,373 1,625 1,888
3 6,517 150,000 150,000 150,000 3,671 4,193 4,761 2,590 3,080 3,614
4 8,910 150,000 150,000 150,000 4,948 5,812 6,789 3,897 4,709 5,627
5 11,423 150,000 150,000 150,000 6,167 7,464 8,991 5,150 6,370 7,805
6 14,061 150,000 150,000 150,000 7,337 9,160 11,396 6,358 8,072 10,267
7 16,831 150,000 150,000 150,000 8,455 10,901 14,023 7,517 9,880 13,002
8 19,740 150,000 150,000 150,000 9,527 12,692 16,902 8,633 11,779 15,989
9 22,794 150,000 150,000 150,000 10,550 14,532 20,057 9,743 13,725 19,250
10 26,001 150,000 150,000 150,000 11,508 16,411 23,505 10,809 15,712 22,806
15 44,607 150,000 150,000 150,000 15,392 26,510 46,557 15,392 26,510 46,557
20 68,354 150,000 150,000 150,000 17,013 37,747 85,191 17,013 37,747 85,191
</TABLE>
These hypothetical rates of return are illustrative only and should not be
considered a representation of past or future investment results. Actual
investment results may be more or less than those shown and will depend on a
number of factors. The Account Values and Cash Surrender Values will be
different from those shown if the actual rates of return averaged 0%, 6% or
12% over a period of years but fluctuated above or below the average for
individual contract years. No representation can be made that these rates of
return can be achieved for any one year or sustained period of time.
** Current cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.
================================================================================
35
<PAGE>
APPENDIX A
ANNUAL MINIMUM PREMIUMS
(PER THOUSAND OF STATED AMOUNT)
<TABLE>
<CAPTION>
AGE MALE FEMALE
- -------------------
<S> <C> <C>
0 2.80 2.42
1 2.69 2.47
2 2.59 2.48
3 2.58 2.47
4 2.58 2.47
5 2.58 2.47
6 2.58 2.47
7 2.60 2.49
8 2.62 2.52
9 2.66 2.56
10 2.72 2.62
11 2.80 2.68
12 2.89 2.76
13 3.01 2.84
14 3.13 2.94
15 3.25 3.04
16 3.38 3.16
17 3.51 3.28
18 3.62 3.40
19 3.72 3.47
20 3.81 3.53
21 3.90 3.60
22 3.98 3.67
23 4.05 3.73
24 4.08 3.71
25 4.13 3.76
26 4.30 3.93
27 4.45 4.09
28 4.61 4.26
29 4.76 4.41
30 4.92 4.60
31 5.12 4.80
32 5.32 5.02
33 5.52 5.22
34 5.74 5.46
35 5.98 5.71
36 6.33 6.01
37 6.66 6.31
38 7.01 6.64
39 7.34 6.97
40 7.69 7.34
41 8.17 7.75
42 8.66 8.18
43 9.14 8.62
44 9.63 9.11
45 10.11 9.59
46 10.79 10.13
47 11.47 10.70
48 12.15 11.29
49 12.83 11.89
50 13.51 12.51
51 14.42 13.18
52 15.34 13.86
53 16.24 14.53
54 17.16 15.29
55 18.07 16.10
56 19.43 17.11
57 20.79 18.20
58 22.16 19.35
59 23.52 20.51
60 24.88 21.68
61 27.11 22.98
62 29.34 24.27
63 31.57 25.59
64 33.80 27.01
65 36.03 28.57
66 38.86 30.12
67 41.70 31.63
68 44.52 33.29
69 47.36 35.39
70 49.76 37.75
71 54.39 40.67
72 59.04 44.16
73 63.71 48.15
74 68.41 52.54
75 72.60 57.27
76 80.21 62.20
77 87.34 67.37
78 94.52 73.00
79 101.76 79.30
80 109.06 86.49
81 120.34 94.56
82 131.76 103.39
83 143.32 112.96
84 155.03 123.28
85 166.88 138.49
86 170.39 149.27
87 177.17 159.84
88 191.28 171.55
89 208.18 185.73
90 241.15 203.75
91 254.21 225.63
92 282.60 250.53
93 314.35 278.47
94 349.51 309.50
</TABLE>
Appendix A -- Annual Minimum Premiums
================================================================================
36
<PAGE>
APPENDIX B
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
(FIRST YEAR)
<TABLE>
<CAPTION>
STATED AMOUNT
----------------------------
$50,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- -----------------------------------
<S> <C> <C> <C>
0 2.04 1.84 1.63
1 2.04 1.84 1.63
2 2.04 1.84 1.63
3 2.04 1.84 1.63
4 2.04 1.84 1.63
5 2.19 1.97 1.75
6 2.19 1.97 1.75
7 2.21 1.99 1.77
8 2.23 2.01 1.78
9 2.26 2.03 1.81
10 2.39 2.15 1.91
11 2.46 2.21 1.97
12 2.54 2.29 2.03
13 2.65 2.39 2.12
14 2.75 2.48 2.20
15 2.76 2.48 2.21
16 2.77 2.49 2.22
17 2.79 2.51 2.23
18 2.82 2.54 2.26
19 2.90 2.61 2.32
20 2.86 2.57 2.29
21 2.93 2.64 2.34
22 2.99 2.69 2.39
23 3.04 2.74 2.43
24 3.06 2.75 2.45
25 3.08 2.77 2.46
26 3.14 2.83 2.51
27 3.25 2.93 2.60
28 3.37 3.03 2.70
29 3.47 3.12 2.78
30 3.49 3.14 2.79
31 3.64 3.28 2.91
32 3.78 3.40 3.02
33 3.92 3.53 3.14
34 4.08 3.67 3.26
35 4.19 3.77 3.35
36 4.43 3.99 3.54
37 4.66 4.19 3.73
38 4.91 4.42 3.93
39 5.14 4.63 4.11
40 5.69 5.12 4.55
41 6.05 5.45 4.84
42 6.41 5.77 5.13
43 6.76 6.08 5.41
44 7.13 6.42 5.70
45 7.18 6.46 5.74
46 7.66 6.89 6.13
47 8.14 7.33 6.51
48 8.63 7.77 6.90
49 9.11 8.20 7.29
50 10.00 9.00 8.00
51 10.67 9.60 8.54
52 11.35 10.22 9.06
53 12.02 10.82 9.62
54 12.70 11.43 10.16
55 13.01 11.71 10.41
56 13.99 12.69 11.19
57 14.97 13.47 11.98
58 15.96 14.36 12.77
59 16.93 15.24 13.54
60 17.91 16.12 14.33
61 19.52 17.57 15.82
62 21.12 19.01 16.90
63 22.73 20.46 18.18
64 24.34 21.91 19.47
65+ 25.40 22.85 20.32
</TABLE>
Appendix B -- Per Thousand of Stated Amount Surrender Charge
================================================================================
37
<PAGE>
APPENDIX B(1)
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
SALES CHARGE COMPONENT*
(FIRST YEAR)
<TABLE>
<CAPTION>
STATED AMOUNT
----------------------------
$50,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- -----------------------------------
<S> <C> <C> <C>
0 0.41 0.37 0.33
1 0.41 0.37 0.33
2 0.41 0.37 0.33
3 0.41 0.37 0.33
4 0.41 0.37 0.33
5 0.44 0.39 0.35
6 0.44 0.39 0.35
7 0.44 0.40 0.35
8 0.45 0.40 0.36
9 0.45 0.41 0.36
10 0.48 0.43 0.38
11 0.49 0.44 0.39
12 0.51 0.46 0.41
13 0.53 0.48 0.42
14 0.55 0.50 0.44
15 0.55 0.50 0.44
16 0.55 0.50 0.44
17 0.56 0.50 0.45
18 0.56 0.51 0.45
19 0.58 0.52 0.46
20 0.57 0.51 0.46
21 0.59 0.53 0.47
22 0.60 0.54 0.48
23 0.61 0.55 0.49
24 0.61 0.55 0.49
25 0.62 0.54 0.48
26 0.63 0.57 0.50
27 0.65 0.59 0.52
28 0.67 0.61 0.54
29 0.69 0.62 0.56
30 0.70 0.63 0.56
31 0.73 0.66 0.58
32 0.76 0.68 0.60
33 0.78 0.71 0.63
34 0.82 0.73 0.65
35 0.84 0.75 0.67
36 0.89 0.80 0.71
37 0.93 0.84 0.75
38 0.98 0.88 0.79
39 1.03 0.93 0.82
40 1.14 1.02 0.91
41 1.21 1.09 0.97
42 1.28 1.15 1.03
43 1.35 1.22 1.08
44 1.43 1.28 1.14
45 1.44 1.29 1.15
46 1.53 1.38 1.23
47 1.63 1.47 1.30
48 1.73 1.55 1.38
49 1.82 1.64 1.46
50 2.00 1.80 1.60
51 2.13 1.92 1.71
52 2.27 2.04 1.82
53 2.40 2.16 1.92
54 2.54 2.29 2.03
55 2.60 2.34 2.08
56 2.80 2.52 2.24
57 2.99 2.69 2.40
58 3.19 2.87 2.55
59 3.39 3.05 2.71
60 3.58 3.22 2.87
61 3.90 3.51 3.12
62 4.22 3.80 3.38
63 4.55 4.09 3.64
64 4.87 4.38 3.89
65+ 5.08 4.57 4.06
</TABLE>
* This is the sales charge portion of the Per Thousand of Stated Amount
Surrender Charge. It equals 20% of the charge shown in Appendix B. It
decreases 10% each year over the 10 year period.
Appendix B(1) -- Per Thousand of Stated Amount Surrender Charge -- Sales
Charge Component
================================================================================
38
<PAGE>
APPENDIX B(2)
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
ADMINISTRATIVE CHARGE COMPONENT*
(FIRST YEAR)
<TABLE>
<CAPTION>
STATED AMOUNT
----------------------------
$50,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- -----------------------------------
<S> <C> <C> <C>
0 1.63 1.47 1.30
1 1.63 1.47 1.30
2 1.63 1.47 1.30
3 1.63 1.47 1.30
4 1.63 1.47 1.30
5 1.75 1.58 1.40
6 1.75 1.58 1.40
7 1.77 1.59 1.42
8 1.78 1.61 1.42
9 1.81 1.62 1.45
10 1.91 1.72 1.53
11 1.97 1.77 1.58
12 2.03 1.83 1.62
13 2.12 1.91 1.70
14 2.20 1.98 1.76
15 2.21 1.98 1.77
16 2.22 1.99 1.78
17 2.23 2.01 1.78
18 2.26 2.03 1.81
19 2.32 2.09 1.86
20 2.29 2.06 1.83
21 2.34 2.11 1.87
22 2.39 2.15 1.91
23 2.43 2.19 1.94
24 2.45 2.20 1.96
25 2.46 2.17 1.93
26 2.51 2.26 2.01
27 2.60 2.34 2.08
28 2.70 2.42 2.16
29 2.78 2.50 2.22
30 2.79 2.51 2.23
31 2.91 2.62 2.33
32 3.02 2.72 2.42
33 3.14 2.82 2.51
34 3.26 2.94 2.61
35 3.35 3.02 2.68
36 3.54 3.19 2.83
37 3.73 3.35 2.98
38 3.93 3.54 3.14
39 4.11 3.70 3.29
40 4.55 4.10 3.64
41 4.84 4.36 3.87
42 5.13 4.62 4.10
43 5.41 4.86 4.33
44 5.70 5.14 4.56
45 5.74 5.17 4.59
46 6.13 5.51 4.90
47 6.51 5.86 5.21
48 6.90 6.22 5.52
49 7.29 6.56 5.83
50 8.00 7.20 6.40
51 8.54 7.68 6.83
52 9.08 8.18 7.26
53 9.62 8.66 7.70
54 10.16 9.14 8.13
55 10.41 9.37 8.33
56 11.19 10.07 8.95
57 11.98 10.78 9.58
58 12.77 11.49 10.22
59 13.54 12.19 10.83
60 14.33 12.90 11.46
61 15.62 14.06 12.50
62 16.90 15.21 13.52
63 18.18 16.37 14.54
64 19.47 17.53 15.58
65+ 20.32 18.29 16.26
</TABLE>
* This is the administrative portion of the Per Thousand of Stated Amount
Surrender Charge. It equals 80% of the charge shown in Appendix B.
Appendix B(2) -- Per Thousand of Stated Amount Surrender Charge --
Administrative Charge
================================================================================
39
<PAGE>
APPENDIX C
CURRENT MONTHLY ADMINISTRATIVE CHARGE
(PER THOUSAND OF STATED AMOUNT)
APPLICABLE FOR THREE YEARS FOLLOWING ISSUE OR INCREASE
NON-SMOKERS
<TABLE>
<CAPTION>
STATED AMOUNT
----------------------------
$50,000 $250,000 $1,000,000
ISSUE TO TO AND
AGE $249,999 $999,999 ABOVE
- -----------------------------------
<S> <C> <C> <C>
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20 0.08 0.00 0.00
21 0.08 0.00 0.00
22 0.08 0.00 0.00
23 0.08 0.00 0.00
24 0.08 0.00 0.00
25 0.08 0.00 0.00
26 0.08 0.00 0.00
27 0.08 0.00 0.00
28 0.08 0.00 0.00
29 0.08 0.00 0.00
30 0.08 0.00 0.00
31 0.08 0.00 0.00
32 0.08 0.00 0.00
33 0.08 0.00 0.00
34 0.08 0.00 0.00
35 0.08 0.00 0.00
36 0.08 0.00 0.00
37 0.08 0.00 0.00
38 0.08 0.00 0.00
39 0.08 0.00 0.00
40 0.08 0.00 0.00
41 0.08 0.00 0.00
42 0.08 0.00 0.00
43 0.08 0.00 0.00
44 0.08 0.00 0.00
45 0.08 0.00 0.00
46 0.08 0.00 0.00
47 0.09 0.00 0.00
48 0.09 0.00 0.00
49 0.10 0.00 0.00
50 0.10 0.00 0.00
51 0.11 0.00 0.00
52 0.11 0.00 0.00
53 0.12 0.00 0.00
54 0.12 0.00 0.00
55 0.12 0.00 0.00
56 0.13 0.00 0.00
57 0.13 0.00 0.00
58 0.14 0.00 0.00
59 0.14 0.00 0.00
60 0.15 0.00 0.00
61 0.15 0.00 0.00
62 0.15 0.00 0.00
63 0.15 0.00 0.00
64 0.15 0.00 0.00
65+ 0.15 0.00 0.00
</TABLE>
Appendix C -- Current Monthly Administrative Charge
================================================================================
40
<PAGE>
APPENDIX C (CONT'D)
CURRENT MONTHLY ADMINISTRATIVE CHARGE
(PER THOUSAND OF STATED AMOUNT)
APPLICABLE FOR THREE YEARS FOLLOWING ISSUE OR INCREASE
SMOKERS
<TABLE>
<CAPTION>
STATED AMOUNT
----------------------------
$50,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $449,999 $999,999 ABOVE
- -----------------------------------
<S> <C> <C> <C>
0 0.12 0.08 0.00
1 0.12 0.08 0.00
2 0.12 0.08 0.00
3 0.12 0.08 0.00
4 0.12 0.08 0.00
5 0.12 0.08 0.00
6 0.13 0.08 0.00
7 0.14 0.08 0.00
8 0.15 0.08 0.00
9 0.16 0.08 0.00
10 0.16 0.08 0.00
11 0.16 0.08 0.00
12 0.16 0.08 0.00
13 0.16 0.08 0.00
14 0.16 0.08 0.00
15 0.16 0.08 0.00
16 0.16 0.08 0.00
17 0.16 0.08 0.00
18 0.16 0.08 0.00
19 0.16 0.08 0.00
20 0.16 0.08 0.00
21 0.16 0.08 0.00
22 0.16 0.08 0.00
23 0.16 0.08 0.00
24 0.16 0.08 0.00
25 0.16 0.08 0.00
26 0.16 0.09 0.00
27 0.17 0.09 0.00
28 0.17 0.09 0.00
29 0.18 0.09 0.00
30 0.18 0.09 0.00
31 0.18 0.09 0.00
32 0.18 0.09 0.00
33 0.19 0.09 0.00
34 0.19 0.09 0.00
35 0.19 0.09 0.00
36 0.20 0.09 0.00
37 0.21 0.10 0.00
38 0.22 0.10 0.00
39 0.23 0.10 0.00
40 0.23 0.10 0.00
41 0.24 0.10 0.00
42 0.24 0.10 0.00
43 0.24 0.10 0.00
44 0.24 0.10 0.00
45 0.24 0.10 0.00
46 0.25 0.11 0.00
47 0.26 0.11 0.00
48 0.27 0.11 0.00
49 0.28 0.11 0.00
50 0.29 0.15 0.00
51 0.30 0.15 0.00
52 0.32 0.15 0.00
53 0.33 0.15 0.00
54 0.34 0.15 0.00
55 0.35 0.15 0.00
56 0.35 0.15 0.00
57 0.35 0.15 0.00
58 0.36 0.15 0.00
59 0.36 0.15 0.00
60 0.36 0.15 0.00
61 0.38 0.15 0.00
62 0.38 0.15 0.00
63 0.38 0.15 0.00
64 0.39 0.15 0.00
65+ 0.39 0.15 0.00
</TABLE>
================================================================================
41
<PAGE>
APPENDIX C(1)
GUARANTEED MONTHLY ADMINISTRATIVE CHARGE
(PER THOUSAND OF STATED AMOUNT)
APPLICABLE FOR THREE YEARS FOLLOWING ISSUE OR INCREASE
SMOKERS AND NON-SMOKERS
<TABLE>
<CAPTION>
STATED AMOUNT
----------------------------
$50,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- -----------------------------------
<S> <C> <C> <C>
0 0.16 0.08 0.00
1 0.16 0.08 0.00
2 0.16 0.08 0.00
3 0.16 0.08 0.00
4 0.16 0.08 0.00
5 0.16 0.08 0.00
6 0.16 0.08 0.00
7 0.16 0.08 0.00
8 0.16 0.08 0.00
9 0.16 0.08 0.00
10 0.16 0.08 0.00
11 0.16 0.08 0.00
12 0.16 0.08 0.00
13 0.16 0.08 0.00
14 0.16 0.08 0.00
15 0.16 0.08 0.00
16 0.16 0.08 0.00
17 0.16 0.08 0.00
18 0.16 0.08 0.00
19 0.16 0.08 0.00
20 0.16 0.08 0.00
21 0.16 0.08 0.00
22 0.16 0.08 0.00
23 0.16 0.08 0.00
24 0.16 0.08 0.00
25 0.16 0.08 0.00
26 0.16 0.09 0.00
27 0.17 0.09 0.00
28 0.17 0.09 0.00
29 0.18 0.09 0.00
30 0.18 0.09 0.00
31 0.18 0.09 0.00
32 0.18 0.09 0.00
33 0.19 0.09 0.00
34 0.19 0.09 0.00
35 0.19 0.09 0.00
36 0.20 0.09 0.00
37 0.21 0.10 0.00
38 0.22 0.10 0.00
39 0.23 0.10 0.00
40 0.23 0.10 0.00
41 0.24 0.10 0.00
42 0.24 0.10 0.00
43 0.24 0.10 0.00
44 0.24 0.10 0.00
45 0.24 0.10 0.00
46 0.25 0.11 0.00
47 0.26 0.11 0.00
48 0.27 0.11 0.00
49 0.28 0.11 0.00
50 0.29 0.15 0.00
51 0.30 0.15 0.00
52 0.32 0.15 0.00
53 0.33 0.15 0.00
54 0.34 0.15 0.00
55 0.35 0.15 0.00
56 0.35 0.15 0.00
57 0.35 0.15 0.00
58 0.36 0.15 0.00
59 0.36 0.15 0.00
60 0.36 0.15 0.00
61 0.38 0.15 0.00
62 0.38 0.15 0.00
63 0.38 0.15 0.00
64 0.39 0.15 0.00
65+ 0.39 0.15 0.00
</TABLE>
Appendix C(1) -- Guaranteed Monthly Administrative Charge
================================================================================
42
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Section 33-320a of the Connecticut General Statutes regarding
indemnification of directors and officers of Connecticut corporations provides
in general that Connecticut corporations shall indemnify their officers,
directors and certain other defined individuals against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is successful on the merits in the defense of
any such proceeding; or (2) a determination is made (by persons specified in
the statute) that the individual acted in good faith and in the best interests
of the corporation; or (3) the court, upon application by the individual,
determines in view of all of the circumstances that such person is fairly and
reasonably entitled to be indemnified, and then for such amount as the court
shall determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings,
subject to certain limitations.
C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut
corporation cannot indemnify a director or officer to an extent either greater
or less than that authorized by the statute, e.g., pursuant to its certificate
of incorporation, by-laws, or any separate contractual arrangement. However,
the statute does specifically authorize a corporation to procure
indemnification insurance to provide greater indemnification rights. The
premiums for such insurance may be shared with the insured individuals on an
agreed basis.
Travelers Group Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Depositor. This insurance provides for coverage against loss from claims made
against directors and officers in their capacity as such, including, subject
to certain exceptions, liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
RULE 6E-3 (T) REPRESENTATIONS
A. With regard to the maximum sales load deductions permitted under Rule
6e-3(T), the Registrant hereby elects to be governed by subparagraph
(b)(13)(i)(B) of the Rule.
B. With regard to the deduction from the Separate Account of a charge to
cover the mortality risk and expense risk, the Registrant is relying
on subparagraph (b)(13)(iii)(F) of the Rule to permit such deduction.
Furthermore, the Depositor does hereby represent that the level of
the risk charge is within the range of industry practice for
comparable flexible contracts.
C. With regard to explicit sales loads not covering the expected costs
of distributing the flexible contracts, the Registrant hereby
represents that the distribution financing arrangement of the
Separate Account will benefit the Separate Account and Contract
Owners. Furthermore, the Depositor hereby represents that the
Separate
II-1
<PAGE>
Account will invest only in management investment companies which
have undertaken to have a board of directors, a majority of whom are
not interested persons of the company, formulate and approve any plan
under Rule 12b-1 of the Investment Company Act of 1940 to finance
distribution expenses.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
.The facing sheet.
.The Prospectus.
.The undertaking to file reports.
.The signatures.
.Written consents of the following persons:
A. Consent of Ernest J. Wright, General Counsel, to the filing of his
opinion as an exhibit to this Registration Statement and to the
reference to his opinion under the caption "Legal Proceedings and
Opinion" in the Prospectus. (See Exhibit 11 below.)
. The following Exhibits:
1. Resolution of the Board of Directors of The Travelers Life and
Annuity Company authorizing the establishment of the Registrant.
2. Not applicable.
3(a). Form of Distribution Agreement among the Registrant, The
Travelers Life and Annuity Company and Tower Square Securities,
Inc.
3(b). Specimen Form of Selling Agreement.
4. None
5. Variable Life Insurance Policy.
6(a). Charter of The Travelers Life and Annuity Company, as amended on
April 10, 1990. (Incorporated herein by reference to Exhibit 3(a)
to the Registration Statement on Form N-4, File No. 33-58131,
filed via Edgar on March 17, 1995.)
6(b). By-Laws of The Travelers Life and Annuity Company, as amended on
October 20, 1994. (Incorporated herein by reference to Exhibit
3(b) to the Registration Statement on Form N-4, File No. 33-
58131, filed via Edgar on March 17, 1995.)
7. None
8. None
9. None
10. Application for Variable Life Insurance Policy.
11. Opinion of Ernest J. Wright, General Counsel, regarding the legality
of securities being registered.
12. Powers of Attorney authorizing Jay S. Fishman or Ernest J. Wright as
signatory for Michael A. Carpenter, Robert I. Lipp, Charles O.
Prince, III, Marc P. Weill, Irwin R. Ettinger, Donald T. DeCarlo and
Christine B. Mead.
13. Memorandum concerning transfer and redemption procedures, as
required by Rule 6e-3(T)(b)(12)(ii). To be filed by amendment.
27. Financial Data Schedule. To be filed by amendment.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
The Travelers Fund UL II for Variable Life Insurance, has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
the 2nd day of November, 1995.
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
(Registrant)
By: /s/ Jay S. Fishman
-----------------------------------------
JAY S. FISHMAN
Vice Chairman and Chief Financial Officer
The Travelers Life and Annuity Company
Attest:
By: /s/ Ernest J. Wright
----------------------------------
ERNEST J. WRIGHT
Assistant Secretary
The Travelers Life and Annuity Company
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Depositor,
The Travelers Life and Annuity Company, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 2nd day of
November, 1995.
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)
By: /s/ Jay S. Fishman
-------------------------------------
JAY S. FISHMAN
Vice Chairman and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 2, 1995.
*Michael A. Carpenter Director and Chairman of the Board and
- ---------------------------------- Principal Executive Officer
(MICHAEL A. CARPENTER)
*Robert I. Lipp Director
- ----------------------------------
(ROBERT I. LIPP)
/s/ Jay S. Fishman Director, Vice Chairman and Chief
- ---------------------------------- Financial Officer
(JAY S. FISHMAN)
*Charles O. Prince III Director
- ----------------------------------
(CHARLES O. PRINCE, III)
*Marc P. Weill Director
- ----------------------------------
(MARC P. WEILL)
*Irwin R. Ettinger Director
- ----------------------------------
(IRWIN R. ETTINGER)
*Donald T. DeCarlo Director
- ----------------------------------
(DONALD T. DECARLO)
/s/ Christine B. Mead Vice President--Finance and Controller
- ----------------------------------
(CHRISTINE B. MEAD)
*By: /s/ Jay S. Fishman
-----------------------------
Jay S. Fishman,
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
ATTACHMENT
OR
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
---------- ----------- ----------------
<C> <S> <C>
OPINIONS AND CONSENTS:
A. Consent of Ernest J. Wright, General Counsel, to Electronically
the filing of his opinion as an exhibit to this
Registration Statement and to the reference to
his opinion under the caption "Legal Proceedings
and Opinion" in the Prospectus. (See Exhibit 11)
B. Consent and Actuarial Opinion of Bennett D.
Kleinberg, ASA, pertaining to the illustrations
contained in the Prospectus. To be filed by
amendment.
The following Exhibits:
1. Resolution of the Board of Directors of The Electronically
Travelers Life and Annuity Company authorizing
the establishment of the Registrant.
3(a). Form of Distribution Agreement between the Electronically
Registrant, The Travelers Life and Annuity
Company and Tower Square Securities, Inc.
3(b). Specimen Form of Selling Agreement. Electronically
5. Variable Life Insurance Policy. Electronically
6(a). Charter of The Travelers Life and Annuity
Company, as amended on April 10, 1990.
(Incorporated herein by reference to Exhibit
3(a) to the Registration Statement on Form N-4,
File No. 33-58131, filed via Edgar on March 17,
1995.)
6(b). By-Laws of The Travelers Life and Annuity
Company, as amended on October 20, 1994.
(Incorporated herein by reference to Exhibit
3(b) to the Registration Statement on Form N-4,
File No. 33-58131, filed via Edgar on March 17,
1995.)
10. Application for Variable Life Insurance Policy Electronically
11. Opinion of Ernest J. Wright, General Counsel, Electronically
regarding the legality of securities being
registered.
12. Powers of Attorney authorizing Jay S. Fishman or Electronically
Ernest J. Wright as signatory for Michael A.
Carpenter, Robert I. Lipp, Charles O. Prince,
III, Marc P. Weill, Irwin R. Ettinger, Donald T.
DeCarlo and Christine B. Mead.
13. Memorandum concerning transfer and redemption
procedures, as required by
Rule 6e-3(T)(b)(12)(ii). To be filed by
amendment.
27. Financial Data Schedule. To be filed by
amendment.
</TABLE>
II-5
<PAGE>
CERTIFICATE
-----------
I, ERNEST J. WRIGHT, Assistant Secretary of THE TRAVELERS LIFE AND
ANNUITY COMPANY, DO HEREBY CERTIFY that at a meeting of the Board of Directors
of The Travelers Life and Annuity Company held on the 9th day of July, 1993, at
which a quorum was present and voting, the following resolutions were adopted:
VOTED: That pursuant to authority granted by Section 38a-433 of the Connecticut
General Statutes, the proper officers of the Company are authorized to
establish a separate account or accounts to invest in shares of
investment companies pursuant to plans and contracts issued and sold by
the Company in connection therewith.
VOTED: That the proper officers of the Company are authorized to take such
action as may be necessary to register the separate account or accounts
as a unit investment trust investment company under the Investment
Company Act of 1940; to file any necessary or appropriate exemptive
requests, and any amendments thereto, for such separate account or
accounts under the Investment Company Act of 1940; to file a registration
statement, and any amendments, exhibits and other documents thereto, in
order to register plans and contracts of the Company and interests in
such separate account or accounts in connection therewith under the
Securities Act of 1933; and to take any and all action as may in their
judgment be necessary or appropriate in connection therewith.
I FURTHER CERTIFY that by unanimous consent action of the Board of
Directors of The Travelers Life and Annuity Company effective the 21st day of
September, 1994, the following resolution was adopted:
VOTED: That each officer and director who may be required, on their own behalf
and in the name and on behalf of the Company, to execute one or more
registration statements, and any amendments thereto, under the Securities
Act of 1933 and the Investment Company Act of 1940 relating to the
separate account or accounts to be established to invest in shares of
investment companies is authorized to execute a power of attorney
appointing representatives to act as their attorney and agent to execute
said registration statement, and any amendments thereto, in their name,
place and stead; and that the Secretary, or any Assistant Secretary
designated by the Secretary, is designated and appointed the agent for
service of process of the Company under the Securities Act of 1933 and
the Investment Company Act of 1940 in connection with such registration
statement, and any amendments thereto, with all the powers incident to
such appointment.
AND I DO FURTHER CERTIFY that the foregoing actions of the said Board of
Directors is still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
TRAVELERS LIFE AND ANNUITY COMPANY at Hartford, Connecticut, this 2nd day of
November, 1995.
/s/Ernest J. Wright
-------------------
SEAL Ernest J. Wright
Assistant Secretary
<PAGE>
EXHIBIT 3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this ___ day of January, 1995, 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 "TSSI"), and The Travelers
Fund UL II for Variable Life Insurance (hereinafter "Fund UL II"), a separate
account of the Company established On October 17, 1995 by its Chairman and Chief
Executive Officer pursuant to Section 38a-433 of the Connecticut General
Statutes.
1. The Company hereby agrees to provide all administrative services
relative to variable life insurance contracts and revisions thereof (hereinafter
"Contracts") sold by the Company, the net proceeds of which or reserves for
which are maintained in Fund UL II.
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 Fund UL
II the administrative expenses of Fund UL 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 Fund UL II, including
clerical, bookkeeping, accounting and other office personnel;
(c) all information and services, including legal services, required in
connection with registering and qualifying Fund UL II 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 life insurance
Contract Owners or
-1-
<PAGE>
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 UL II for the safekeeping of its cash, securities and other
property; and
(g) the charges and expenses of independent accountants retained by Fund UL
II.
5. The services of the Company and TSSI to Fund UL II 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 death benefit payments will not
be affected by mortality experience (under Contracts the reserves for which are
invested in Fund UL II) and assumes the risks (a) that the actuarial estimate of
mortality rates among the insureds may prove erroneous and that reserves set up
on the basis of such estimates will not be sufficient to meet the Company's
death benefit 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 UL II an amount per valuation
period of Fund UL 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 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.
-2-
<PAGE>
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 LIFE AND ANNUITY COMPANY
(Seal)
By:___________________________________
Title:________________________________
ATTEST:
___________________
Assistant Secretary
THE TRAVELERS FUND UL II FOR VARIABLE
LIFE INSURANCE
By:___________________________________
Title:________________________________
WITNESS:
_____________________
TOWER SQUARE SECURITIES INC.
By:___________________________________
Title: _______________________________
ATTEST: (SEAL)
_____________________
Corporate Secretary
-3-
<PAGE>
FORM OF
SELLING AGREEMENT
FOR VARIABLE CONTRACTS
ISSUED BY
TRAVELERS AFFILIATED INSURANCE COMPANIES
One Tower Square
Hartford, Connecticut 06183
Tower Square Securities, Inc. (hereafter referred to as TSSI) as the
Principal Underwriter, SMITH BARNEY INC. (hereafter referred to as the
Broker/Dealer), and SBHU LIFE AGENCY, INC. and each company identified on
Exhibit A to this Agreement (hereafter collectively referred to as SBHU), enter
into this agreement effective on __________, 1995 for the purpose of authorizing
the Broker/Dealer and SBHU, through its licensed individual agents described in
paragraph 4, to solicit applications for such variable life insurance, variable
annuity, and modified guaranteed annuity contracts (the "Contract(s)") as may be
issued by The Travelers Insurance Company, The Travelers Life and Annuity
Company, and any affiliated insurance companies (hereafter referred to as
"Insurance Companies" or in their individual capacity, "Insurance Company") and
identified by policy forms in the Compensation Schedules attached to this
agreement as they may be amended by the Insurance Companies from time to time.
The parties represent and agree as follows:
1. The Insurance Companies are engaged in the issuance of the Contracts
in accordance with federal securities laws and the applicable
insurance laws of those states in which the Contracts have been
qualified for sale. The Contracts may be considered securities under
the Securities Act of 1933; therefore, the offering and distribution
of the Contracts is made through TSSI as a registered Broker/Dealer
under the Securities Exchange Act of 1934 and as a member of the
National Association of Securities Dealers, Inc. ("NASD"). The terms
of the offering of the Contracts are more particularly described in
the prospectus(es) for the Contracts.
2. The Broker/Dealer certifies that it is a registered Broker/Dealer
under the Securities Exchange Act of 1934 and a member of NASD. The
Broker/Dealer agrees to abide by all rules and regulations of the
NASD, and to comply with all applicable state and Federal laws and the
rules and regulations of authorized regulatory agencies affecting the
sale of the Contracts.
<PAGE>
3. SBHU certifies that it is licensed as an insurance agency in
accordance with the applicable insurance laws of those states in which
the Contracts have been qualified for sale. Any provisions of this
Agreement that must be performed by an entity that is licensed as an
insurance agency will be carried out by SBHU. Broker/Dealer will
carry out such functions that must be performed by a registered
Broker/Dealer.
4. The Broker/Dealer will select persons to be employed and supervised by
it who will be trained and qualified to solicit applications for the
Contracts in conformance with applicable state and Federal laws and
regulations. Persons so trained and qualified will be registered
representatives of the Broker/Dealer in accordance with the rules of
NASD and they will be properly licensed in accordance with the
insurance laws of those jurisdictions in which the Contracts may be
lawfully distributed and in which they solicit applications for such
Contracts. The Insurance Company shall have ultimate authority to
determine whether it shall appoint or terminate a particular
registered representative as an agent of the Insurance Company with
the various state insurance departments.
5. The Broker/Dealer will review all Contract proposals and applications
for suitability and for completeness and correctness as to form. The
Broker/Dealer will promptly return to the applicant all applications,
together with any payments received therewith, deemed by the
Broker/Dealer to be unsuitable or not complete and correct as to form.
The Insurance Companies reserve the right to reject any Contract
application and return any payment made in connection with an
application which is rejected. The Insurance Companies agree to
promptly notify the Broker/Dealer of any such rejection.
a. If the Broker/Dealer is soliciting the sale of variable annuities
or modified guaranteed annuities, the Broker/Dealer will promptly
forward to the Insurance Companies, at addresses provided by the
Insurance Companies from time to time, all of the necessary
information from applications taken by Broker/Dealer and found
suitable and in good form, together with all payments received
from such applications. Broker/Dealer is responsible for
accurately communicating to the Insurance Companies investment
instructions for all business submitted by Broker/Dealer to the
Insurance Companies. Contracts issued by the Insurance Companies
will be forwarded to the Broker/Dealer for prompt delivery to the
Contract owner. The Broker/Dealer shall obtain and retain a
receipt for each Contract which Broker/Dealer delivers.
b. If the Broker/Dealer is soliciting the sale of variable life
insurance, the Broker/Dealer will promptly forward to one of the
general
2
<PAGE>
agents appearing on the Insurance Companies' most current
list of approved general agents for variable life insurance (the
"Approved General Agent") all of the necessary information from
applications taken by Broker/Dealer and found suitable and in
good form, including accurate investment instructions, together
with all payments received with such applications.
Contracts issued by the Insurance Companies will be forwarded to
the Approved General Agent, who will forward them to the
Broker/Dealer. The Broker/Dealer shall obtain and retain a
receipt for each Contract which Broker/Dealer delivers.
The Broker/Dealer shall promptly return to the Insurance Companies, or
as reasonably directed by the Insurance Companies, all undelivered
Contracts and all receipts for cancellation of Contracts that
Broker/Dealer receives.
6. The Broker/Dealer will perform the selling functions required by this
agreement in accordance with the terms and conditions of the then
current prospectus(es) applicable to the Contract and will make no
representations not included in the prospectus or in any authorized
supplemental material. No sales solicitation, including the delivery
of supplemental sales literature or other such materials, shall occur,
be delivered to, or used with a prospective purchaser unless
accompanied or preceded by appropriate then current prospectus(es).
Any material prepared or used by the Broker/Dealer or its registered
representatives, which describes in whole or in part or refers by name
or form number to the Insurance Companies' Contracts (including
underlying investment funds available under the Contracts), or uses
the name of the Insurance Companies or the logos or Service Marks of
the Insurance Companies, must be approved by the Insurance Companies
in writing prior to any such use.
7. The Insurance Companies represent and warrant that all advertising,
brochures and other materials developed by them and delivered to
Broker/Dealer a) have been read and approved by the Insurance
Companies; b) are in conformity with the terms and conditions of the
applicable Contracts; c) meet the requirements of all federal, state
and local statutes and regulations applicable to the Insurance
Companies; and d) have been approved by any regulatory authority whose
approval of such material is required, whether such approval is
required before or after such material is used.
8. The Insurance Companies will not identify Broker/Dealer in any
advertising, publicity release or other material intended for
distribution to the public without securing the prior written approval
of Broker/Dealer.
3
<PAGE>
9. The Insurance Companies shall give the Broker/Dealer prior written
notice of any change to the list of states where the Insurance
Companies' products are approved for sale or to the regulatory status
of the Insurance Companies' products, within a reasonable amount of
time to permit the Broker/Dealer to act on such information.
10. The Insurance Companies shall not suspend sales of any Contracts or
amend any Contracts without giving prior written notice to the
Broker/Dealer. The Insurance Companies shall provide such notice at
least thirty days prior to suspending sales or amending Contracts,
except where such suspension or amendment is:
(a) necessary for compliance with federal, state, or local laws,
regulations, or administrative orders; or
(b) necessary to prevent administrative or financial hardship to the
Insurance Companies.
11. Commissions, allowances and any other fees payable to the
Broker/Dealer on sales of the Contracts solicited by the Broker/Dealer
will be paid to the Broker/Dealer, or as necessary to meet any state
insurance law requirements, to SBHU, in accordance with the
Compensation Schedule(s) attached to this agreement as they may be
amended from time to time and in effect at the time the Contract
payments are received by the Insurance Companies (in the case of
annuities) or at the time applications are received by the Insurance
Companies (in the case of life insurance), and in accordance with any
administrative procedures agreed to by the Insurance Companies and the
Broker/Dealer and in effect at the time such payments are received by
the Insurance Companies. The Insurance Companies reserve the right to
revise the Compensation Schedules at any time upon written notice to
Broker/Dealer. Commission to the Broker/Dealer's registered
representative for Contracts solicited by the registered
representative and issued by the Insurance Companies will be governed
by agreement between the Broker/Dealer and its registered
representative and its payment will be the responsibility of the
Broker/Dealer.
12. If the Insurance Companies return all or a portion of a premium paid
with respect to a Contract, Broker/Dealer shall be obligated to refund
to the Insurance Companies applicable commissions on the amount of
such premium only where:
(a) the Contract solicited is returned not taken under the policy
"free look" provisions;
4
<PAGE>
(b) premiums are refunded due to overpayments, errors in billing or
in the timing of automatic premium collection deductions, or
errors resulting in policy reissue;
(c) the check delivered in payment of any Contract premium does not
clear and the premium is not otherwise collected;
(d) the Contract is terminated or there is a refund of premium and an
act, error or omission of the Broker/Dealer or its registered
representative materially contributed to the termination of the
Contract or the need to return premium;
(e) the application is rejected by the Insurance Companies;
(f) the Insurance Companies are directed by a judicial or regulatory
authority to return premium without assessment of a surrender
charge;
(g) the applicant's initial premium on a 1035 exchange is returned
because the expected rollover amount from another Contract is not
transferred due to the exchange not meeting the legal
requirements to qualify for a tax-free exchange;
(h) the Insurance Companies return unearned premium on a life
insurance Contract as required by the provisions of the Contract;
(i) the Insurance Companies determine that it has a legal liability
to return premiums on a life insurance Contract within the first
year after the Contract is issued; or
(j) the Insurance Companies and Broker/Dealer mutually agree to
return all or a portion of a premium paid with respect to a
Contract.
13. This agreement will continue unless terminated by either party upon
thirty days prior written notice, except that the Insurance Companies
reserve the right to terminate this agreement immediately, without
notice, in the event Broker/Dealer ceases to be a registered
Broker/Dealer or a member of the NASD. Failure of any party to
terminate this agreement for any of the causes set forth in this
agreement will not constitute a waiver of the right to terminate this
agreement at a later time for any of these causes. After any
termination of the Agreement, both parties will continue to process
any applications for Contracts submitted by Broker/Dealer to the
Insurance Companies prior to such termination, and the Insurance
Companies shall issue Contracts based on such applications in
accordance with the provisions of the Agreement.
5
<PAGE>
14. For the purpose of compliance with any applicable federal or state
securities laws or regulations promulgated under them, the
Broker/Dealer acknowledges and agrees that in performing the
Broker/Dealer services covered by this agreement, it is acting in the
capacity of an independent broker and dealer as defined by the By-Laws
of the NASD and not as an agent or employee of either the Insurance
Companies or any registered investment company.
In furtherance of its responsibilities as a Broker/Dealer, the
Broker/Dealer warrants and represents that it has established a system
to supervise the activities of its registered representatives and
associated persons that is designed to achieve compliance with the
applicable securities laws and regulations with the rules of NASD, and
the Broker/Dealer acknowledges that it is responsible for such
supervision and compliance in connection with its solicitation and
sale of the Contracts.
The Broker/Dealer shall be responsible for compliance with all state
and federal laws and regulations applicable to the Broker/Dealer's
activities with respect to the Contracts. The Broker/Dealer shall
obtain proper customer authorization and shall accurately and in a
timely fashion communicate to the Insurance Companies investment
instructions relating to the Contracts. Each party to this agreement
will hold harmless and indemnify the Registered Investment Companies
which are used to fund the Contracts, the Insurance Companies or the
Broker/Dealer, as appropriate, for any loss or expense suffered as a
result of the violation or noncompliance by that party or the
Associated Persons of that party of any applicable law or regulation
or any provision of this agreement, including the Insurance Companies
as a result of Broker/Dealer's inaccurate communication to the
Insurance Companies of investment instructions relating to the
Contracts, provided, however, that no party or any of its employees or
agents will be liable to the other party for any indirect, special or
consequential damages arising out of or in connection with the
performance of any services pursuant to this Agreement.
15. During the term of this Agreement and after its termination, the
Insurance Companies agree that they will keep confidential and will
not use confidential information obtained through this Agreement,
which includes, without limitation, the names, addresses and telephone
numbers of the Broker/Dealer's clients where the Insurance Companies
did not have a pre-existing relationship with such client, for any
purposes not contemplated by this agreement, nor will the Insurance
Companies use such confidential information to solicit sales of goods
or services (including without limitation life, annuity, and long-term
care insurance), nor will the Insurance Companies disclose such
confidential information to any other
6
<PAGE>
party without the Broker/Dealer's consent except as necessary to carry
out the duties contemplated by this Agreement. The Insurance Companies
will not attempt in any organized fashion to actively induce
representatives of the Broker/Dealer to become independent agents of
TSSI or the Insurance Companies. The Insurance Companies further agree
that without prior approval of the Broker/Dealer it will not contact
registered representatives of the Broker/Dealer except for the
purposes of servicing their clients' Contracts or for providing
wholesaling support for variable life insurance Contracts to be issued
by the Insurance Companies.
16. The Insurance Companies and the Broker/Dealer agree to cooperate fully
with each other in the event of any material written customer
complaints or regulatory investigations or proceedings relating to
activities conducted pursuant to this Agreement. Each party shall
promptly notify the other of any such complaint or investigation and
shall consult with the other party prior to sending any written
response with respect to any such complaint or investigation.
17. All notices to the Insurance Companies relating to this agreement
should be sent to the attention of The Travelers Insurance Companies,
FS Legal Department, One Tower Square, Hartford, Connecticut 06183-
2020. All notices to the Broker/Dealer or SBHU will be duly given if
mailed or faxed to the address shown below to the attention of Jerald
E. Hampton.
18. No modification, amendment, supplement to or waiver of any provisions
of the Agreement shall be binding upon the parties hereto unless made
in writing and duly signed by both parties (except for a change in the
Compensation Schedule or the addition of new products where permitted
in the Agreement). A failure or delay of any party to exercise any
option provided in the Agreement or to require at any time performance
of any of the provisions of the Agreement shall in no way be construed
as a waiver of such provision.
19. Neither party may assign the Agreement and/or any of its rights and/or
obligations thereunder to any entity that is not affiliated to the
assigning party, without the other party's consent. The assigning
party shall provide written notice of any such assignment. TSSI
reserves the rights to designate, at its sole discretion, an
alternative Principal Underwriter for the distribution of the
Contracts covered by this Agreement. The designation will constitute
substitution of parties to this Agreement with assumption of the
rights and obligations created by this agreement as applicable.
20. All rules and procedures established by the Insurance Companies must
be reasonable, must not conflict with any statutes or governmental
rules or
7
<PAGE>
regulations, and must be communicated to the Broker/Dealer
before the Broker/Dealer will be subject to them.
21. Should any portion of the Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed insofar as is
possible, as if such portion had never been contained therein.
22. Unless otherwise directed by any regulatory authority or the Contract
Owner, the Insurance Companies will only take instructions from the
Broker/Dealer regarding changes in agent of record.
23. The Broker/Dealer shall be entitled to receive any earned compensation
generated regardless of any events occurring after the sale resulting
in such compensation, including the termination of this Agreement,
unless the Broker/Dealer ceases to be a registered Broker/Dealer or
member of the NASD, or if the payment of such compensation would be
prohibited by any applicable law or regulatory authority.
24. The terms "Associated person," "Broker/Dealer," and "member as used
herein shall be defined consistently with the definition of similar
such terms as contained in Article I of the NASD By-Laws. This
Agreement will be construed in accordance with the laws of the State
of Connecticut.
In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby Contract and
agree.
TOWER SQUARE SECURITIES, SMITH BARNEY INC.
INC. 399 GREENWICH STREET
NEW YORK, NEW YORK 10013
By By
-------------------------- --------------------------
Title Title
----------------------- -----------------------
Date of Execution Date of Execution
----------- -----------
Taxpayer I.D.
---------------
SBHU LIFE AGENCY OF SBHU LIFE AGENCY OF
MASSACHUSETTS, INC. OHIO, INC.
By By
-------------------------- --------------------------
8
<PAGE>
Title Title
----------------------- -----------------------
Date of Execution Date of Execution
----------- -----------
Taxpayer I.D. Taxpayer I.D.
--------------- ---------------
SHEARSON LEHMAN HUTTON SBHU LIFE AGENCY OF
INSURANCE BROKERS OF NEW TEXAS, INC.
HAMPSHIRE, INC.
By By
-------------------------- --------------------------
Title Title
----------------------- -----------------------
Date of Execution Date of Execution
----------- -----------
Taxpayer I.D. Taxpayer I.D.
--------------- ---------------
SBS INSURANCE BROKERS SBHU LIFE AGENCY, INC. AND
OF NORTH DAKOTA, INC. OTHER COMPANIES IDENTIFIED ON
EXHIBIT A
By By
-------------------------- --------------------------
Title Title
----------------------- -----------------------
Date of Execution Date of Execution
----------- -----------
Taxpayer I.D. Taxpayer I.D.
--------------- ---------------
9
<PAGE>
EXHIBIT A
---------
SMITH BARNEY INC. INSURANCE SUBSIDIARIES
Robinson Humphrey Insurance Services of Alabama, Inc.
SBHU Life Agency of Arizona, Inc.
SBS Insurance Brokerage Agency of Arkansas, Inc.
Shearson Lehman Hutton Insurance Agency of Hawaii, Inc.
SBS Insurance Agency of Idaho, Inc.
SBHU Life Agency of Indiana, Inc.
SBS Insurance Brokers of Kentucky, Inc.
Smith Barney Harris Upham Life Agency, Inc.
SBS Insurance Agency of Maine, Inc.
SBHU Life Agency of Massachusetts, Inc.
SBS Insurance Agency of Nevada, Inc.
Shearson Lehman Hutton Insurance Brokers of New Hampshire, Inc.
SBS Insurance Brokers of North Dakota, Inc.
SBHU Life Agency of Ohio, Inc.
SBHU Life Agency of Oklahoma, Inc.
SBS Insurance Agency of South Dakota, Inc.
SBHU Life Agency of Texas, Inc.
SBHU Life Agency of Utah, Inc.
SBS Insurance Agency of Wyoming, Inc.
10
<PAGE>
THE TRAVELERS LIFE AND ANNUITY COMPANY.ONE TOWER SQUARE.HARTFORD, CT.06183
A STOCK COMPANY
We are pleased to provide you the benefits of this Life Insurance Contract.
Please read your contract and the copy of the application(s). We want to be sure
that we have issued this Contract correctly. If there is any error, tell us as
soon as you can. We will then make any change necessary.
Refer to the Death Benefit provision on page 4 and to CONTRACT VALUES
AND BENEFITS on page 6 for information on determining the amount payable
at death.
APPLICANT'S RIGHT TO CANCEL
If this Contract is returned to us at our Office, or to our agent,
to be cancelled within the latest of:
1. 10 days of its delivery to the Applicant;
2. 10 days after we have mailed the Notice of the Right to Cancel to the
Applicant; or
3. 45 days of the date this application was signed;
we will refund the greater of (1) the initial premium paid; or (2)
the Cash Value of the Contract on the date we receive the returned
contract plus any contract charges which may have been deducted within
7 days of our receipt of a request for a refund. After the contract
is returned, it will be considered as never in effect.
This contract is issued in consideration of the application(s) and
the payment of the premium. It is subject to the terms and conditions
stated on the attached pages, all of which are a part of it. It is
made effective as stated in the application. The entire contract between
us and the Applicant consists of the policy, all attached pages, and
the written applications(s). All statements made in the application(s)
are considered to be to the best knowledge and belief of the Applicant
and not as promises of truth. Unless it is contained in the written
application(s), we will not use any statement to void this Contract
or to deny a claim.
No person other than one of our officers can, for us, alter or waive
any terms or provisions of this Contract.
Signed at Hartford, Connecticut
/s/ M.A. Carpenter /s/ Robert I. Lipp
Chairman President
This is a legal contract between you and us. Read your contract carefully.
This is a Flexible Premium Variable Life Insurance Contract Without Dividends.
Premiums can vary by Frequency and Amount. Premiums are payable for a Specified
Period or until the Insured's Prior Death.
THE MINIMUM AMOUNT INSURED IS THE STATED AMOUNT. ADDITIONAL DEATH BENEFITS AND
OTHER VALUES PROVIDED BY THIS CONTRACT ARE BASED ON INVESTMENT EXPERIENCE OF
SEPARATE ACCOUNTS AND ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR
AMOUNT.
<PAGE>
DEFINITIONS
1. "We, us, our" means The Travelers Life and Annuity Company;
2. "You, your" means the owner;
3. "Age" means age last birthday;
4. "Contract years" means twelve month periods beginning
with the Contract Date;
5. "Contract month" means the twelve periods during
the contract year, each of which begins on the Contract Date or
the same date in any calendar month;
6. "Sub-Account" means the assets of a particular Underlying
Fund which are attributable to this class of contracts;
7. "Valuation Period" means the period between successive
valuations;
8. "Valuation Date" means a date on which a Sub-Account
is valued;
9. "Basic contract" means this Contract excluding any
additional benefit for which a separate charge is made;
10. "Our Office" means the Home Office, One Tower Square, Hartford, Connecticut,
06183 or any other office which we may name for the purpose of
administering this Contract; and
11. "Proof of the Insured's death" means:
a. A copy of a certified death certificate; or
b. A copy of a certified decree of a court of competent jurisdiction as to
the finding of death; or
c. A written statement by a medical doctor who attended the deceased; or
d. Any other proof satisfactory to us.
<PAGE>
CONTRACT SUMMARY
INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995
CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995
ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055
PERIODIC DEDUCTION DAY: 1ST DAY OF EACH CONTRACT MONTH
*******************************************************************************
BENEFIT DESCRIPTION
*******************************************************************************
INSURANCE OPTION 1 (LEVEL OPTION) INITIAL STATED AMOUNT $50,000
MINIMUM ISSUE AMOUNT: $50,000
MINIMUM AMOUNT INSURED IS THE GREATEST OF (1) 250% OF CASH VALUE UNTIL AGE 40,
WITH THE PERCENTAGE REDUCING IN ACCORDANCE WITH TABLE ON PAGE 2(5); OR
(2) AMOUNTS REQUIRED BY FEDERAL INCOME TAX LAWS OR REGULATIONS TO QUALIFY AS
LIFE INSURANCE; OR (3) $25,000
MINIMUM STATED AMOUNT: $25,000
NET PREMIUM: PREMIUM PAID LESS (1) PREMIUM CHARGES AND (2) PREMIUM TAX CHARGE
INITIAL PREMIUM: $340.00
PLANNED PREMIUM: $340.00 PAYABLE ANNUALLY
(WE RESERVE THE RIGHT TO LIMIT ADDITIONAL PREMIUM PAYMENTS IF THERE
IS AN OUTSTANDING LOAN ON THIS CONTRACT)
REINSTATEMENT PREMIUM: THREE MONTHS PREMIUM REQUIRED
PREMIUM CHARGES: 2.5% OF PREMIUM PAID FOR A STATED AMOUNT LESS THAN
$500,000; 2.0% OF PREMIUM PAID FOR A STATED AMOUNT OF
$500,000-$999,999; AND 0.0% OF PREMIUM PAID FOR A
STATED AMOUNT OF $1,000,000 OR MORE.
PREMIUM TAX CHARGE: 2.5% OF PREMIUM PAID
INTEREST FACTOR: 1.00407412
MAXIMUM LOAN VALUE: 90% OF (CASH VALUE LESS SURRENDER PENALTIES) AS
OF THE DATE WE RECEIVE YOUR LOAN REQUEST.
MINIMUM LOAN AMOUNT: $100
LOAN ACCOUNT ANNUAL INTEREST RATE CREDITED: 4.00%
PAGE 2(1)
<PAGE>
CONTRACT SUMMARY
INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995
CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995
ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055
PERIODIC DEDUCTION DAY: 1ST DAY OF EACH CONTRACT MONTH
*******************************************************************************
BENEFIT DESCRIPTION (CONTINUED)
*******************************************************************************
LOAN INTEREST RATES ARE CHARGED ON THE LOAN ACCOUNT VALUE AS OF THE FIRST DAY
OF EACH CONTRACT YEAR:
CONTRACT LOAN
YEARS INTEREST RATE
- ------------ -------------
1 THROUGH 13 7.40%
14 AND AFTER 3.85%
LOAN INTEREST IS PAYABLE ANNUALLY IN ADVANCE.
LATE PERIOD: 61 DAYS
MORTALITY TABLE USED FOR MAXIMUM COST OF INSURANCE RATES: 1980 CSO
MONTHLY ADMINISTRATIVE EXPENSE CHARGE: $0.19 PER THOUSAND OF STATED AMOUNT FOR
THE FIRST THREE YEARS FROM CONTRACT DATE AND ON ANY REQUESTED INCREASE FROM THE
DATE OF THAT INCREASE
PREMIUM CLASS: MALE, PREFERRED, NONSMOKER
SURRENDER CHARGES:
FOR PARTIAL SURRENDERS ONLY ITEM (A) APPLIES.
FOR FULL SURRENDERS: (A) PLUS (B) APPLY
WHERE (A) REPRESENTS AN AMOUNT DURING THE FIRST 10 CONTRACT YEARS EQUAL TO
6% OF THE SMALLEST OF 1) THE AMOUNT OF CASH VALUE BEING SURRENDERED; 2)
THE AMOUNT OF PREMIUM ACTUALLY PAID WITHIN 5 YEARS PRECEDING THE SURRENDER;
OR 3) AN AMOUNT EQUAL TO $448.50 FOR EACH FULL OR PARTIAL CONTRACT YEAR, UP
TO A MAXIMUM OF 5 YEARS, THAT PRECEDES THE SURRENDER. (B) REPRESENTS AN
AMOUNT EQUAL TO $4.19 PER THOUSAND OF INITIAL STATED AMOUNT, AND ANY
APPLIED FOR INCREASE IN STATED AMOUNT, IN THE FIRST YEAR, THEN DECREASING
10% PER YEAR FOR 10 YEARS FOLLOWING ISSUE, OR THE EFFECTIVE DATE OF ANY
INCREASE.
TRANSACTION CHARGE UPON SURRENDER: $0.00
PAGE 2(2)
<PAGE>
CONTRACT SUMMARY
INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995
CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995
ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055
PERIODIC DEDUCTION DAY: 1ST DAY OF EACH CONTRACT MONTH
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
BENEFIT DESCRIPTION (CONTINUED)
- ------------------------------------------------------------------------------------
MAXIMUM SUBACCOUNT
SEPARATE ACCOUNT: DEDUCTION PER DAY
(IN BASIS POINTS)
THE TRAVELERS FUND ULII FOR VARIABLE LIFE INSURANCE YRS 1-15 16 & LATER
-------- ----------
<S> <C> <C>
UNDERLYING FUNDS
U.S. GOVERNMENT SECURITIES PORTFOLIO .2466 .1233
UTILITIES PORTFOLIO .2466 .1233
TRAVELERS ZERO COUPON BOND FUND PORTFOLIO - SERIES 1998 2466 .1233
TRAVELERS ZERO COUPON BOND FUND PORTFOLIO - SERIES 2000 .2466 .1233
TRAVELERS ZERO COUPON BOND FUND PORTFOLIO - SERIES 2005 .2466 .1233
(OF THE TRAVELERS SERIES TRUST)
MANAGED ASSETS TRUST .2466 .1233
CAPITAL APPRECIATION FUND .2466 .1233
CASH INCOME TRUST .2466 .1233
TEMPLETON BOND FUND .2466 .1233
TEMPLETON STOCK FUND .2466 .1233
TEMPLETON ASSET ALLOCATION FUND .2466 .1233
(OF THE TEMPLETON VARIABLE PRODUCTS SERIES)
FIDELITY'S HIGH INCOME PORTFOLIO .2466 .1233
FIDELITY'S GROWTH PORTFOLIO .2466 .1233
FIDELITY'S EQUITY-INCOME PORTFOLIO .2466 .1233
(OF FIDELITY'S VARIABLE INSURANCE FUND I)
FIDELITY'S ASSET MANAGER PORTFOLIO .2466 .1233
(OF FIDELITY'S VARIABLE INSURANCE FUND II)
DREYFUS STOCK INDEX FUND .2466 .1233
SMITH BARNEY/TRAVELERS SERIES FUND, INC.
ALLIANCE GROWTH PORTFOLIO .2466 .1233
MFS TOTAL RETURN PORTFOLIO .2466 .1233
SMITH BARNEY HIGH INCOME PORTFOLIO .2466 .1233
SMITH BARNEY INCOME AND GROWTH PORTFOLIO .2466 .1233
AIM CAPITAL APPRECIATION PORTFOLIO .2466 .1233
SMITH BARNEY SERIES FUND
SMITH BARNEY TOTAL RETURN PORTFOLIO .2466 .1233
</TABLE>
PAGE 2(3)
<PAGE>
CONTRACT SUMMARY
INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995
CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995
ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055
PERIODIC DEDUCTION DAY: 1ST DAY OF EACH CONTRACT MONTH
*******************************************************************************
BENEFIT DESCRIPTION (CONTINUED)
*******************************************************************************
WE RESERVE THE RIGHT TO LIMIT TRANSFERS BETWEEN THE UNDERLYING FUNDS TO FOUR
TIMES IN ANY CONTRACT YEAR AND TO CHARGE $10 FOR EACH ADDITIONAL TRANSFER THAT
WE ALLOW.
WE WILL INVEST THE INITIAL NET PREMIUM IN THE CASH INCOME TRUST DURING THE RIGHT
TO CANCEL PERIOD.
INSURANCE UNDER THIS CONTRACT MAY END BEFORE THE MATURITY DATE SHOWN ABOVE, IF
PREMIUM AND INVESTMENT EXPERIENCE ARE INSUFFICIENT TO CONTINUE INSURANCE TO SUCH
DATE.
TOTAL INITIAL ANNUAL PREMIUM IS $340.00
LIFE INSURANCE PREMIUM FOR THE BASIC CONTRACT IS PAYABLE TO THE MATURITY DATE OR
UNTIL THE PRIOR DEATH OF THE INSURED AND THE CHARGE FOR ANY ADDITIONAL INSURANCE
PROVISIONS (RIDERS) TO THE APPLICABLE EXPIRY DATES OR UNTIL PRIOR DEATH OF THE
INSURED.
NO INSURANCE WILL BE IN EFFECT UNLESS THE DEDUCTION AMOUNT HAS BEEN PAID.
PAGE 2(4)
<PAGE>
CONTRACT SUMMARY
INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995
CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995
ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055
PERIODIC DEDUCTION DAY: 1ST DAY OF EACH CONTRACT MONTH
*******************************************************************************
TABLE OF TAX QUALIFICATION GUIDELINES FOR LIFE INSURANCE AS SET FORTH IN SECTION
7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
<TABLE>
<CAPTION>
THE APPLICABLE PERCENTAGE SHALL DECREASE
ATTAINED AGE BY A RATABLE PORTION FOR EACH FULL YEAR:
------------ ----------------------------------------
MORE BUT NOT
THAN MORE THAN FROM TO
- ---- --------- ---- --
<S> <C> <C> <C>
0 40 250 250
40 45 250 215
45 50 215 185
50 55 185 150
55 60 150 130
60 65 130 120
65 70 120 115
70 75 115 105
75 90 105 105
90 95 105 100
</TABLE>
WE MAY, AT ANY TIME, MAKE CHANGES, INCLUDING RETROACTIVE CHANGES, IN THIS
CONTRACT TO THE EXTENT THAT THE CHANGE IS REQUIRED BY ANY LAW OR REGULATIONS
ISSUED BY A GOVERNMENTAL AGENCY TO WHICH WE OR YOU ARE SUBJECT.
PAGE 2(5)
<PAGE>
CONTRACT SUMMARY
INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995
CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995
ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055
PERIODIC DEDUCTION DAY: 1ST DAY OF EACH CONTRACT MONTH
*******************************************************************************
<TABLE>
<CAPTION>
COST OF INSURANCE RATES
(MONTHLY RATE FOR EACH $1000 OF COVERAGE AMOUNT)
MAXIMUM MAXIMUM MAXIMUM MAXIMUM
AGE RATE AGE RATE AGE RATE AGE RATE
- --- ------- --- ------- --- ------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C>
35 0.18150 50 0.58590 65 2.25090 80 9.09340
36 0.19360 51 0.63840 66 2.46630 81 9.95610
37 0.20780 52 0.69760 67 2.69610 82 10.94090
38 0.22410 53 0.76490 68 2.94350 83 12.04620
39 0.24240 54 0.83900 69 3.21700 84 13.25080
40 0.26340 55 0.91900 70 3.52680 85 14.53250
41 0.28590 56 1.00420 71 3.88180 86 15.87440
42 0.31020 57 1.09410 72 4.29100 87 17.26970
43 0.33650 58 1.19050 73 4.75550 88 18.71940
44 0.36500 59 1.29590 74 5.26770 89 20.23610
45 0.39560 60 1.41320 75 5.81880 90 21.84550
46 0.42780 61 1.54520 76 6.40060 91 23.59540
47 0.46220 62 1.69490 77 7.00680 92 25.57450
48 0.49950 63 1.86310 78 7.64310 93 28.00750
49 0.54020 64 2.04930 79 8.33070 94 31.40160
</TABLE>
- -------------------------------------------------------------------------------
THE RATES USED IN THE COST OF INSURANCE CALCULATIONS ARE GUARANTEED NOT TO
EXCEED THE MAXIMUM RATES SHOWN ABOVE.
PAGE 2(6)
<PAGE>
BENEFITS-BASIC CONTRACT
Death Benefit If the Insured dies while this Contract is in effect, we
will, on receiving proof at our Office of the Insured's
death, pay the beneficiary the Death Benefit of the basic
contract within seven days. The Death Benefit as described
below will be the total Amount Insured in effect at the date
of death, less:
1. Any outstanding loan, secured by the basic contract, and
made under its "Cash Loan" provision; and
2. Any monthly Deduction Amount due but not paid; and
3. Any amount payable to an assignee under a collateral
assignment of the contract.
The Amount Insured depends on:
1. the Insurance Option; and
2. the Stated Amount;
in effect at the date of death.
There are two Insurance Options. Under Option 1 (Level
Option), the Amount Insured is the greater of:
1. The Stated Amount; or
2. Any minimum Amount Insured shown on the CONTRACT SUMMARY
as of the date of death.
Under Option 2 (Variable Option), the Amount Insured is the
greater of:
1. The Stated Amount as of the date of death plus the Cash
Value on the date of the Insured's death; or
2. Any minimum Amount Insured shown on the CONTRACT SUMMARY
as of the date of death
Maturity Benefit We will:
1. if the Insured is living on the Maturity Date; and
2. on surrender of this Contract:
pay to you:
1. the amount of the Cash Value;
2. less any outstanding loan secured by the basic contract,
and made under its "Cash Loans" provision; and
3. less any amount payable to an assignee under a
collateral assignment of the basic contract.
On maturity, insurance will end and we will have no other
obligations under this Contract.
Page 4
<PAGE>
Adjustments to If the Insured commits suicide within two years of the
Benefits Date of Issue, the Death Benefit will be limited by the
"Suicide" provision. If relevant information was misstated in
the Application, the Death Benefit and the Maturity Benefit
will be limited by the "Sex and Age" provision. Our right to
contest payment of any death benefit is limited by the
"Contest" provision
Requested changes You may request changes at any time. The request must be
made:
1. in writing;
2. to our Office.
For an increase in the Stated Amount we may require:
1. a new application; and
2. evidence of insurability satisfactory to us.
An increase will go into effect on the date shown on the new
CONTRACT SUMMARY we will send you.
We will effect any decrease on the later of:
1. the Deduction Day on or after the date we receive your
request at our Office; or
2. the Deduction Day on or after the day you request it to
be effective.
We will apply the decrease:
1. first against the most recent increase in the Stated
Amount;
2. then to other increases in the Stated Amount in the
reverse order in which they occurred; and
3. last, to the Stated Amount at issue of the basic
contract.
You may change the Insurance Option in effect. We will effect
the change on the Deduction Day on or next following the date
we receive the request. If you request to change from Option
2 to Option 1, the Stated Amount will be increased by the
amount of the Cash Value on that Deduction Day. If you
request to change from Option 1 to Option 2, the Stated
Amount will be decreased by the amount of the Cash Value. We
may require evidence of insurability satisfactory to us if
you request a change.
The remaining Amount Insured in effect after any change may
not be less than the Minimum Amount Insured as shown on the
CONTRACT SUMMARY. The remaining Stated Amount may not be less
than the minimum Stated Amount as shown on the CONTRACT
SUMMARY.
Page 5
<PAGE>
CONTRACT VALUES AND BENEFITS
Cash Values The first Deduction Day is the Contract Date. The
periodic Deduction Day is shown on the CONTRACT
SUMMARY.
On each Valuation Date, the Cash Value is equal to
the sum of the accumulated values in the Sub-
Accounts plus any Loan Account value. The
accumulated value in a Sub-Account equals a times b
where:
a is the number of Variable Life Accumulation
Units on the Valuation Date; and
b is the then Variable Life Accumulation Unit
Value for that Sub Account.
Deduction Amount The Deduction Amount is the periodic charge made
against the Cash Value. It is equal to:
1. the cost of insurance; plus
2. the cost of any additional benefits, as shown
on the CONTRACT SUMMARY, and for which a separate
charge is made; plus
3. the expense charges shown on the CONTRACT
SUMMARY; plus
4. any other applicable charges shown on the
CONTRACT SUMMARY.
We will take the Deduction Amount for a period out
of the Cash Value on each Deduction Day.
If the Cash Surrender Value on the Deduction Day
would not be enough to pay the Deduction Amount,
coverage will remain in effect during the late
period. The late period is shown on the CONTRACT
SUMMARY and begins on the day we mail you notice of
a possible lapse. If you do not make premium or
loan payments sufficient:
1. to cover the Deduction Amount;
2. by the end of the late period;
this Contract will end and will have no Cash Value.
if the Insured dies during the late period, the
death benefit will be reduced by any Deduction
Amount due but not paid.
The cost of insurance for any period is equal to c
times the result of a minus b where:
a is the Amount Insured for the month divided by
the Interest Factor shown on the CONTRACT
SUMMARY;
b is the Cash Value on the Deduction Day after
all other parts of the Deduction Amount have been
deducted; and
c is the current cost of insurance at the
Insured's then attained age.
Page 6
<PAGE>
The cost of insurance is based on the Insured's
premium class shown on the CONTRACT SUMMARY for:
1. the Stated Amount at issue of the basic
contract; and
2. each increase in the Stated Amount.
When the Amount Insured must be increased to
equal the minimum Amount Insured, to determine
the cost of insurance for that increase we will
use the premium class for the most recent
increase that required evidence of insurability.
If:
1. you have elected Insurance Option 1; and
2. you have made increases in the Stated Amount;
the Cash Value will be first considered a part of
the Initial Stated Amount. If the Cash Value
exceeds the Initial Stated Amount, it will then
be considered a part of the Additional Stated
Amount resulting from increases in the order of
those increases.
The cost of insurance rates are shown in the COST
OF INSURANCE TABLE. We may use rates less than
those shown. We will base these rates only on our
future outlook for mortality and expenses.
Nothing in this Contract will be affected by our
actual mortality and expense experience. Any
change we make in the rates will be on a uniform
basis for insureds of the same premium class.
Cash Surrender Value Cash Surrender Value means the Cash Value less:
1. any outstanding loan on or secured by this
Contract; and
2. any amounts deducted on surrender; and
3. any Transaction Charge on Surrender;
shown on the CONTRACT SUMMARY.
Cash Surrender We will pay the Cash Surrender Value to you, on
written request and surrender of this Contract,
without the consent of any beneficiary unless
irrevocably named.
We will calculate your Cash Surrender Value as of
the day we receive your request. You may make
this request at any time:
1. during the life of the Insured; and
2. before the Maturity Date.
This Contract will end on the later of:
1. the Deduction Day on or after the date we
receive your request for surrender at our
Office; or
2. the Deduction Day on or after the day you
request the surrender to be effective.
You may make a written request to receive only a
part of the Cash Surrender Value at any time:
Page 7
<PAGE>
1. during the life of the Insured; and
2. before the Maturity Date.
The amount of any partial Cash Surrender may not
exceed the Cash Surrender Value. Each time you make
a partial Cash Surrender, we will deduct from the
proceeds the Surrender Charges and the Transaction
Charge shown on the CONTRACT SUMMARY.
We will reduce:
1. the Amount Insured; and
2. the Cash Value;
by the amount of the Cash Surrender. If you have
elected Death Benefit Option 1, we will reduce the
Stated Amount by the amount of the Cash Surrender.
After the reduction, the Amount Insured remaining
must be no less than the minimum Amount Insured
shown on the CONTRACT SUMMARY.
We will pay you the Cash Surrender Value within
seven days after we receive the request at our
Office.
Continuation of Insurance If premium payments are not made as planned, and no
additional unscheduled premium payments are
received, this Contract will continue until the end
of the late period following the Deduction Day on
which the Cash Surrender Value would not be enough
to pay the monthly Deduction Amount due on that
day, or until the Maturity Date, if earlier. (See
"Maturity Benefit" Provision).
The amount of Cash Surrender Value depends on
investment experience as well as on premium paid.
Cash Loans and Cash Surrenders decrease the Cash
Surrender Value.
Loan Value The Loan Value is shown on the CONTRACT SUMMARY.
Cash Loans We will, if you assign this Contract to us while it
is in effect, make a loan to you with this Contract
as security. We will pay you the loan within seven
days after we receive the request for the loan at
our Office.
The maximum loan available will be the Loan Value
on the date of the loan. The minimum amount of a
loan or of an increase to an existing loan is shown
as the Minimum Loan Amount on the CONTRACT SUMMARY.
We will deduct from the loan proceeds the amount of
any outstanding loan. We may also deduct interest
on the loan to the end of the current contract
year. Interest on the loan will be payable in
advance, at the beginning of each contract year at
the rate shown on the CONTRACT SUMMARY. Interest
not paid when due will be added to the loan and
will bear interest at the same rate.
Loans will be transferred from the Sub-Accounts in
proportion to the Cash Value in each Sub-Account as
of the date the loan is made, unless you request
otherwise. A Loan Account will be maintained while
a loan is outstanding and credited at the rate
shown on the CONTRACT
Page 8
<PAGE>
SUMMARY. The value of the Loan Account is the
amount of the outstanding loan plus any interest we
credit to the Loan Account, less any interest
transferred to the Sub-Accounts.
All or part of any loan may be repaid while the
Insured is living and this Contract is in effect.
Loan repayments will be allocated to Sub-Accounts,
unless you otherwise state, in the same proportion
as premium payments are allocated in each Sub-
Account.
If the Cash Surrender Value on the Deduction Day
would not be enough to pay the Deduction Amount,
coverage will remain in effect during the late
period. If you do not make premium or loan payments
sufficient:
1. to cover the Deduction Amount;
2. by the end of the late period;
this Contract will end and will have no Cash Value.
VALUATION PROVISIONS
Application of Premium We will apply the first net premium to provide
Variable Life Accumulation Units to the credit of
the basic contract as of the latest of:
1. the valuation next following receipt of the
premium for the basic contract at our Office; or
2. the Contract Date; or
3. the date this Contract becomes effective.
We will apply any net premium after the first as of
the valuation next following its receipt at our
Office. The net premium will be allocated to the
Sub-Accounts in the proportion stated:
1. in the application for this Contract; or
2. as you tell us from time to time.
You may change this allocation without penalty
or other charge.
Net Premium The net premium is as stated in the CONTRACT
SUMMARY.
Number of Variable Life We will determine the number of Variable Life
Accumulation Units Accumulation Units to be credited to the basic
contract in each Sub-Account on payment of premium
by dividing a by b where:
a is the net premium applied to that
Sub-Account; and
b is the then Variable Life Accumulation Unit
Value of that Sub-Account.
Variable Life Accumulation The initial value of a Variable Life Accumulation
Unit Value Unit for each Sub-Account was set at $1.00. We
determine the value of a Variable Life Accumulation
Unit in each Sub-Account:
1. on each Valuation Date;
2. by multiplying:
a. the value on the immediately preceding
Valuation Date; by
Page 9
<PAGE>
b. the net investment factor for that Sub-Account for the
Valuation Period just ended.
The value of a Variable Life Accumulation Unit on any date
other than a Valuation Date will be equal to its value as of
the next Valuation Date.
The net investment factor or a Sub-Account for any Valuation
Period is determined by dividing a by b and subtracting c
where;
a is
(1) the new asset value per share of the Underlying Fund
held in the Sub-Account, as of the Valuation Date, plus
(2) the per-share amount of any dividend or capital gain
distributions by the Underlying Fund if the ex-dividend
date occurs in the Valuation Period just ended; plus or
minus
(3) a per-share charge or credit, as we may determine as of
the Valuation Date, for tax reserves; and
Page 10
<PAGE>
b is
(1) the net asset value per share of the Underlying Fund
held in the Sub-Account as of the last prior Valuation
Date; plus or minus
(2) the per-share charge or credit for tax reserves as of
the end of the last prior Valuation Date; and
c is the applicable Sub-Account deduction for the interval in
the Valuation Period. All Sub-Account deductions are shown on
the CONTRACT SUMMARY.
Transfer Between As long as this Contract is in effect, we will transfer all
Sub-Accounts or any part of the Cash Value:
1. from one Sub-Account;
2. to any other Sub-Account available under the contract;
3. on request, and in accordance with our rules.
We reserve the right to limit the number of transfers between
Sub-Accounts as shown on the CONTRACT SUMMARY. In the event
of a transfer, the number of Accumulation Units credited to
the Sub-Account from which the transfer is made will be
reduced. The reduction will be determined by dividing:
1. the amount transferred; by
2. the Variable Life Accumulation Unit Value for that Sub-
Account as of the next valuation after we receive your
written request for transfer at our Office.
We will increase the number of Variable Life Accumulation
Units credited to the Sub-Account to which the transfer is
being made. The increase will equal:
1. the amount transferred, divided by
2. the Variable Life Accumulation Unit Value for that Sub-
Account determined as of the next valuation after we
receive the request at our Office.
Deferment of We may defer payment of any amounts which are based on
Payments Contract Values which do not depend on the investment
performance of a Separate Account for up to six months from
the date of the request.
Emergency If a national stock exchange is closed (except for
Procedure holidays or weekends) or trading is restricted due to an
existing emergency as defined by the Securities and Exchange
Commission so that we cannot value the Sub-Accounts, we may
postpone all procedures which require valuation of the Sub-
Accounts until valuation is possible. Any provision of this
Contract which specifies a Valuation Date will be superseded
by this Emergency Procedure.
Page 11
<PAGE>
EXCHANGE OPTION
Right to Exchange If this Contract is in effect, you may exchange it:
1. any time during the first two contract years;
2. to a fixed benefit life insurance contract on the life
of the Insured;
3. without evidence of insurability.
The new contract will be issued:
1. by us or an insurance company affiliated with us;
2. in an amount which has the same or less Coverage Amount
(Amount Insured minus Cash Value) in effect at the time of
the exchange;
3. with premiums based on the same risk classification(s)
as this Contract;
4. with riders and incidental insurance benefits as in
this Contract if such riders and incidental benefits
are issued with the fixed benefit policy;
5. with the same date of issue and age at issue as in this
Contract.
This exchange is subject to an equitable adjustment in
payments and Cash Values to reflect variances, if any, in the
payments and Cash Values under this Contract and the new
contract.
PREMIUM PAYMENT AND REINSTATEMENT
Premium Each premium is payable to us at our Office or to one of
our authorized representatives. No insurance will take
effect under this Contract until enough premium to pay the
first monthly Deduction Amount is paid.
Premium payments are flexible. You may change the amount and
frequency of payments. At any time before the Maturity Date
additional premium payments may be made subject to our
limits. We may limit the number and amount of additional
payments.
The amount and frequency of the Planned Premiums are shown in
the CONTRACT SUMMARY. You may request us to change the
amount and frequency subject to our minimum and maximum
limits.
We reserve the right to limit any premium payment which
results in an increase in the net amount at risk unless the
Insured furnishes evidence of insurability satisfactory to
us.
The "Deduction Amount" provision of "CONTRACT VALUES AND
BENEFITS" explains what happens when there is not enough Cash
Surrender Value to pay the Deduction Amount.
Page 12
<PAGE>
Reinstatement If this Contract ends and has not been surrendered for cash,
you may restore this contract any time within three years
from the date to which cost of insurance was paid. Evidence
of insurability acceptable to us is required. We also require
payment of the minimum reinstatement premium shown on the
CONTRACT SUMMARY. The net premium on reinstatement is the
premium paid, less any charges deducted from premium and less
any reinstatement interest charged and less any Deduction
Amounts due, calculated as of the Deduction Day following
receipt of premium at our Office. The Cash Value of the basic
contract on reinstatement will be that provided by the net
premium. Reinstatement interest will not exceed 6% a year.
OWNERSHIP, ASSIGNMENT AND BENEFICIARY
Ownership The original owner is shown in the application. You, during
the Insured's lifetime, may, without the consent of any
beneficiary unless irrevocably named, exercise all rights
given in this Contract
Assignment Ownership is transferable by assignment. No assignment is
binding on us until we receive a copy of the written
assignment at our Office. We will not determine if an
assignment is valid.
Proof of interest must be filed with any claim under a
collateral assignment.
Beneficiary The original beneficiary is stated in the application. You
may name a new beneficiary during the lifetime of the Insured
and while this Contract continues. Any change will be
effective from the date you signed the notice of change, even
if the Insured is not living when we receive it. We will have
no further responsibility for any payment we make before we
receive the notice at our Office.
The interest of any beneficiary who is not living when the
Insured dies will pass to you or your executors,
administrators or assigns unless you have stated
differently. The rights of any collateral assignee may affect
the interest of the beneficiary.
Page 13
<PAGE>
GENERAL PROVISIONS
Contest We will not use material misstatements made in the
application(s) to contest payment of any Death Benefit
represented by:
1. the Stated Amount at issue after the contract has been
in effect during the Insured's lifetime for two years from
Date of Issue;
2. increases in the Stated Amount after an increase has
been in effect during the Insured's lifetime for two years
from the date of that increase.
If this Contract is reinstated, this provision will be
measured from the reinstatement date.
Suicide If the Insured commits suicide, while sane or insane, within
two years from the Date of Issue, the Death Benefit
represented by the Initial Stated Amount will be limited to:
1. the premium paid;
2. less the amount of any partial surrenders;
3. less any outstanding loan, secured by the basic
contract, and made under its "Cash Loans" provision; and
4. less the Deduction Amount for any other Insureds under
this Contract.
If, within two years from the Date of Issue of any increase
in the Stated Amount, the Insured commits suicide while sane
or insane, the Death Benefit for the increase will be limited
to an amount equal to the Deduction Amounts for the increase.
If this Contract is reinstated, this provision will be
measured from the reinstatement date.
Sex and Age If the Insured's sex or date of birth was misstated in the
application(s), all benefits of this Contract are what the
Deduction Amount would have purchased at the correct sex and
age. Proof of the Insured's age may be filed at any time at
our Office.
Changes You may change this Contract to another form or amount, or
both, with our consent and our requirements. We may reduce
premiums or grant values or benefits greater than those
stated in the contract.
Contract Payments All payments we make will be paid at our Office.
No Dividends We will not pay any dividends under this Contract.
Voting Rights For each Sub-Account in which the basic contract is credited
with Variable Life Accumulation Units:
1. you, during the lifetime of the Insured; or
2. the beneficiary after the death of the Insured;
Page 14
<PAGE>
will be entitled to certain voting rights with respect to
that Sub-Account.
If current law requires, you will be entitled to instruct us
how to vote at meetings of the shareholders of the Underlying
Funds. We will determine the number of votes as to which you
will be entitled to instruct us. If there is a change in the
law which permits us to vote the shares:
1. of the Underlying Funds;
2. without direction from you;
we reserve the right to do so.
Annual Statement At least once in each contract year, we will send you a
statement which shows:
1. the Amount Insured;
2. the Stated Amount;
3. the Cash Value; and
4. the amount of any outstanding loan;
as of the date of the statement, and which shows all:
1. premiums paid;
2. deductions; and
3. partial surrenders;
since the date of the last statement we sent to you.
Separate Accounts We have exclusive and absolute ownership and control of the
assets of our Separate Accounts. The assets of the Separate
Account will be available to cover the liabilities of our
general account only to the extent that those assets exceed
the liabilities of that Separate Account arising under the
variable life insurance contracts supported by that Separate
Account. The assets of the Separate Account will be valued at
least as often as any contract benefits vary but at least
monthly. Our determination of the value of a Variable Life
Accumulation Unit by the method described in this Contract
will be conclusive. The investment policy of an Underlying
Fund will not be changed without the approval of the
Insurance Commissioner of the State of Connecticut.
Page 15
<PAGE>
This is a Flexible Premium Variable Life Insurance Contract Without Dividends.
Premiums can vary by Frequency and Amount. Premiums are payable for a Specified
Period or until the Insured's Prior Death.
ENDORSEMENTS
<PAGE>
- --------------------------------------------------------------------------------
The Travelers
Life Insurance Application
- --------------------------------------------------------------------------------
Part One
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
[ ] Please print legibly with black ink. Do not type.
[ ] Answer all appropriate questions fully.
[ ] Please note instructions for each section provided in italicized print.
[ ] Please complete any necessary supplemental forms.
[ ] The Medical Information Bureau/Fair Credit Reporting Act notice must be
detached and given to the Proposed Insured.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
-----------------------------------------------------------------
Proposed Insured's Name (print full name)
================================================================================
$ ___________________ ADVANCED PAYMENT AMOUNT ENCLOSED
================================================================================
<TABLE>
<CAPTION>
UNDERWRITING REQUIREMENTS ORDERED:
<S> <C> <C> <C>
[_] Blood Profile [_] Urine Specimen [_] ECG [_] Paramed Exam
[_] Treadmill ECG [_] Inspection Report [_] M.D. Exam
<CAPTION>
ABOVE REQUIREMENTS ORDERED FROM:
<S> <C> <C> <C>
[_] ASB Meditest [_] EMSI [_] PMI (Equifax) [_] Portamedic (Hooper Holmes)
[_] M.D. Examiner Not Name: ___________________________________________________________ (Facility or MD)
Affiliated with Address: _________________________________________________________________________
the above: Phone: ( ____ ) _________________________ Fax: ( ____ ) _________________________
<CAPTION>
[_] WE HAVE NOT ORDERED UNDERWRITING REQUIREMENTS. PLEASE ARRANGE FOR US AND ADVISE OUR OFFICE.
ATTACHED FORMS ARE REQUIRED TO PROCESS THIS CASE:
<S> <C> <C>
[_] AIDS Consent Form [_] Juvenile Supplement
[_] State Required Replacement Form [_] State Required Supplement
[_] Life Financial Supplement [_] Other (specify):_________________________________
AGENCY CONTACT: Name:_____________________________________________________________________
Phone: ( ____ ) __________________ Fax: ( ____ ) ________________________
</TABLE>
AGENT'S NAME & PRODUCER CODE (Sticker or Plate)
------------------------------- -------------------------------
------------------------------- -------------------------------
SPECIAL PROCESSING UNDERWRITING INSTRUCTIONS:
- ---------------------------------------------------
- ---------------------------------------------------
[BAR CODES APPEARS HERE]
- ---------------------------------------------------
[_] Comments continued on back page of application.
[LOGO OF THE TRAVELERS APPEARS HERE]
TL-11855
<PAGE>
- --------------------------------------------------------------------------------
Life Insurance Application--General Information
- --------------------------------------------------------------------------------
PROPOSED INSURED
- --------------------------------------------------------------------------------
Questions must be answered by the Proposed Insured. If the Proposed
Insured is under age 16, complete Juvenile Supplement.
<TABLE>
<C><S>
1. Print Name in Full ______________________________________________________ Social Security No. _________________________
first middle last
2. Date of Birth _________ Birthplace ____________________________________________________ Sex ____ Marital Status _______
city state country if other than U.S.
3. Residence Address_________________________________________________________________________________ Apt. No. ___________
street and number
City__________________________________________________________ State _____________________________ Zip ________________
Phone Number_______________________ Best Time to Call _________________ Check Billing Preference: [_] Home [_] Business
4. If Proposed Insured has resided at address less than one year, show prior address:
Street and Number ___________________________________________________________________________________ Apt. No. ________
City______________________________________________ State _____________________________________ Zip ____________________
5. Employer (Name of Firm) _______________________________________________________________________________________________
6. Business Address _________________________________________________________________________ Suite No. __________________
street and number
City_______________________________________________________ State __________________________________ Zip ______________
Phone Number _____________________ Best Time to Call __________________ Check Calling Preference: [_] Home [_] Business
7. Occupation (Position or Title) ________________________ Annual Salary $ _____________ Other Income $ __________________
</TABLE>
- --------------------------------------------------------------------------------
POLICY INFORMATION
- --------------------------------------------------------------------------------
For face amounts of $1,000,000 and over, use Financial Supplement.
For spousal or child coverage, use Family Insurance Supplement.
For Variable Universal Life policies, complete Variable Universal Life
Supplement instead of questions 8 through 12 below.
<TABLE>
<C><S>
8. Life Insurance Plan _____________________ Amount $___________________ Death Benefit (UL Only): [_] Level [_] Increasing
If increase on existing policy: Current Amount. $ ___________________ New Amount $ _____________________________________
9. Supplemental Benefits/Term Riders, where applicable and if available:
[_] Waiver of Premium or Monthly Deduction Amount [_] Insured Term Rider $ ________________________
[_] Cost of Living Adjustment (COLA) [_] Accidental Death $ __________________________
[_] Accelerated Benefits Rider (TUL 91 only) [_] Child Term Rider (Units) ____________________
[_] Annual Renewable Term: Insured $ _____________; Spouse $_________ [_] Survivor Insurability Rider (FirstLife Only)
Other:_____________________________________________________________________________________________________________________
10. Premium Payment Plan (Check one block in either the Regular or Statement Bill section)
Regular Bill: [_] Single [_] Annual [_] Semi-Annual [_] Automatic Premium Check/Payor Soc. Sec. No._____________
Statement Bill: [_] Annual [_] Semi-Annual [_] Quarterly [_] Monthly
If increase on existing policy, are you changing the Premium Payment Plan? [_] Yes [_] No
11. Planned Premium Amount $_____________________ (Modal)
If increase on existing policy: Current Amount $ ____________________________ New Amount $ __________________________
12. Duration (Interest Sensitive Whole Life Only): [_] Life Pay [_] 40 Year [_] 30 Year [_] 20 Year [_] 15 Year [_] 10 Year
[_] Other, list product and duration(s) _______________________________________________________________________________
</TABLE>
- --------------------------------------------------------------------------------
POLICY OWNER
- --------------------------------------------------------------------------------
Applicant is the owner of any contract issued on this
application unless otherwise noted below.
For Multiple Ownership: Upon owner's death, indicate
whether ownership interests pass to:
[_] Surviving owner(s) (Joint Tenants) or
[_] Deceased Owner's Estate (Tenants in Common)
<TABLE>
<C><S>
13. Full Name and Social Security or Tax ID Number _______________________________________________________________________________
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
If succeeding ownership is desired, indicate name, address and relationship to Insured in Agent's Comments section on front
cover.
Succeeding owner will become owner upon original owner's death.
</TABLE>
- --------------------------------------------------------------------------------
BENEFICIARY
- --------------------------------------------------------------------------------
Payment due two or more beneficiaries or to the survivor(s) of them
will be in equal shares, unless otherwise requested. The right to
change a beneficiary is reserved.
<TABLE>
<C><S>
14. Beneficiary Name (specify full name(s) and relationships)_____________________________________________________________________
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
</TABLE>
THE TRAVELERS INSURANCE COMPANY, ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
TL-11855
<PAGE>
- --------------------------------------------------------------------------------
Policy Risk Information
- --------------------------------------------------------------------------------
TOBACCO USE DECLARATION
- --------------------------------------------------------------------------------
Have you smoked cigarettes, cigars or a pipe, chewed or used tobacco in any
other form within the last 12 months? [_] YES [_] NO
- --------------------------------------------------------------------------------
GENERAL RISK INFORMATION
- --------------------------------------------------------------------------------
Please give details to all YES answers in the space provided on the right.
If space insufficient, continue on Additional Information section.
<TABLE>
<CAPTION>
Has the Proposed Insured: YES NO
<C><S> <C> <C>
1. Been postponed, rated or declined for Life, Health, Accident or Sickness Insur-
ance in the past 5 years? (If YES, state reason(s) and date(s) of such action.) [_] [_]
2. Flown within 5 years as a pilot, student pilot or crew member of any aircraft or
as a passenger on other than a scheduled airline, or expect to make such a
flight? (If YES, complete the Aviation Supplement.) [_] [_]
3. Engaged in automobile or motorcycle racing, sports parachuting, skin or scuba
diving or hang gliding? (If YES, complete the Avocation Supplement.) [_] [_]
4. Been convicted of 2 or more moving violations of any motor vehicle law or had
driver's license suspended in the past 3 years? (If YES, list driver's
license number and details.) [_] [_]
5. Does insurance applied for replace any existing annuity or life insurance?
(If YES, list company name, amount, replacement date and policy number.) [_] [_]
6. Do you intend to change your occupation or reside or travel out of the United
States or Canada? (If YES, give details of occupation change and/or complete
the Foreign Travel or Residence Supplement, as appropriate.) [_] [_]
</TABLE>
- --------------------------------------------------------------------------------
MEDICAL HISTORY
- --------------------------------------------------------------------------------
Answer all questions unless Part Two (Medical Examination) is required.
For all YES responses, give the question number, names and addresses
of doctors, when and why consulted. Include diagnosis dates, duration
of illness or injury and if recovery was full and complete. Complete
Medical Supplement if Proposed Insured has or has had a history of
high blood pressure, chest pain, diabetes, headaches, epilepsy,
asthma, digestive problems, drug or alcohol abuse. If space
insufficient, continue on Additional Information section.
<TABLE>
<CAPTION>
Has the Proposed Insured ever had, been treated or received medical
consultation for: YES NO
<C><S> <C> <C>
7. Heart trouble, chest pain, angina, stroke or heart murmur? [_] [_]
8. High blood pressure, disorder of blood, anemia or varicose veins? [_] [_]
9. Nervous or mental problems, paralysis, epilepsy, fainting, or disorder of
the brain, nerves or nervous system? [_] [_]
10. Cancer, tumors, cysts or growths, disorder of skin or glands? [_] [_]
11. Diabetes, albumin, sugar/blood in urine? Disease of bladder or reproductive
organs or sexually transmitted disease? [_] [_]
12. Arthritis, rheumatism, gout, disorder of muscles or bones, spine or joints? [_] [_]
13. Ulcer or disorder of stomach, intestines, liver, kidneys, gallbladder, or
hernia? [_] [_]
14. Asthma, allergy, pleurisy, tuberculosis, lung disorder, emphysema or
chronic cough? [_] [_]
15. Alcoholism or use of any habit-forming drugs? [_] [_]
16. Disorder of the immune system, Acquired Immune Deficiency Syndrome
(AIDS), AIDS-Related Complex (ARC) or a positive test for infection by the
AIDS (HIV) virus? [_] [_]
<CAPTION>
Has the Proposed Insured:
<C> <S> <C> <C>
17. Had in the past 5 years any other sickness or injury not referred to above? [_] [_]
18. Had health examinations or medical checkups or been a patient in a
hospital, clinic or sanitarium for treatment in the past 5 years? [_] [_]
19. Had any surgery or been advised to have surgery which has not been
performed? [_] [_]
20. Had or been advised to have electrocardiogram, X-ray or other medical tests
in the past 5 years? [_] [_]
21. Height ____ ft. ____ in. Weight _____ lbs. Weight loss past 12 mos. _______ lbs.
</TABLE>
[BARCODE APPEARS HERE]
TL-11855
<PAGE>
- --------------------------------------------------------------------------------
Policy Risk Information, continued
- --------------------------------------------------------------------------------
22. Has a parent, brother or sister ever had heart disease, stroke, cancer,
diabetes, high blood pressure or hereditary disease? YES [_] NO [_]
23. Please complete the following family history information:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Age(s) Age(s)
(if Living) Condition of Health* (at death) Cause of Death
==========================================================================================================
<S> <C> <C> <C> <C>
Father
- ----------------------------------------------------------------------------------------------------------
Mother
- ----------------------------------------------------------------------------------------------------------
Brothers and Sisters
- ----------------------------------------------------------------------------------------------------------
No. Living ___________
- ----------------------------------------------------------------------------------------------------------
No. Dead ____________
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*If not "good", please provide details in Additional Information Section.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Authorization Section
- --------------------------------------------------------------------------------
DECLARATION: APPLICANT declares to the best of his/her knowledge and belief that
all of the statements and answers in Part One and Part Two, if required, are
complete and true. APPLICANT UNDERSTANDS AND AGREES THAT: (a) Part One and Part
Two, if required, and any supplements to it will form the basis for any
insurance issued; (b) Except as stated in the attached Advance Payment Receipt,
no insurance will take effect until: (1) the contract is delivered to the
Applicant; and (2) the first premium is paid in full while the health and other
conditions relating to insurability remain as described in this application;
(c) No agent is authorized: (1) to make, alter, or discharge any contract;
(2) to waive or change any condition or provision of any contract, application,
or receipt; and (3) to accept any risk or to pass on insurability. The Proposed
Insured will be the Applicant of any contract issued on this application unless
otherwise indicated below. The right to privacy is protected as required by law.
AUTHORIZATION FOR THE RELEASE OF INFORMATION: THE PROPOSED INSURED(S) authorize
The Travelers Life and Annuity Company (referred to as The Travelers), its
Reinsurers, insurance support organizations, and their authorized
representatives to obtain medical and other information in order to evaluate
this application for insurance. The Proposed Insured authorizes any physician,
medical facility, insurance company, the Medical Information Bureau, Inc.,
employer, consumer reporting agency, or other organization, institution, or
person having information available as to employment, other insurance coverage,
medical care, treatment, supplies or advice with respect to the Proposed Insured
or his/her children to furnish such information to The Travelers, its Reinsurers
or their authorized representatives.
This authorization will be valid from the date signed for a period of 2-1/2
years. A photographic copy of this authorization is as valid as the original.
Information given in this application, including health care information, may be
made available without prior authorization to other insurance companies to which
an application for life or health insurance coverage is made, or to which a
claim is submitted.
ACKNOWLEDGEMENT: The PROPOSED INSURED(S) acknowledge receipt of the following
notices: "Medical Information Bureau Disclosure Notice," and "Your Privacy and
The Fair Credit Reporting Act." The PROPOSED INSURED(S) and APPLICANT, if
different, have read this authorization and understand that they have a right to
receive a copy.
I have paid to _________________________the sum of $_________ and hold a
receipt bearing the number imprinted hereon.
Witnessed by ___________________________ Name of Proposed Insured (please
Licensed Resident Agent
print) _________________________________________________________________________
Proposed Insured's signature ___________________________________________________
parent/guardian if a minor
Applicant's signature, if different ____________________________________________
If Qualified Pension Plan, name of plan
and signature of Trustee.
Name and telephone number of Agent (please print) ______________________________
Dated ________________ At (City or Town, State) ________________________________
TL-11855
<PAGE>
- --------------------------------------------------------------------------------
Advance Payment Form
- --------------------------------------------------------------------------------
ADVANCE PAYMENT QUESTIONNAIRE
- --------------------------------------------------------------------------------
The attached receipt provides for a LIMITED AMOUNT of Life Insurance protection,
for a LIMITED PERIOD of time, subject to the terms of the receipt. This section
MUST be completed for the proposed insured to be eligible for Life Insurance
protection under the terms of the receipt.
Has any person proposed for insurance: YES NO
(1) within the past 90 days, been admitted to a hospital
or other medical facility, been advised to be admitted,
or had surgery performed or recommended? [_] [_]
(2) within the past 2 years, been treated for heart trouble,
stroke, or cancer or had such treatment recommended by a
physician or other medical practitioner? [_] [_]
If any of the above questions are answered YES or LEFT BLANK, no representative
of The Travelers Life and Annuity Company is authorized to accept money, and NO
COVERAGE will take effect under the agreement. The Proposed Insured also
understands and agrees that in no event will insurance take effect at an age or
amount requiring a medical examination as outlined in Item 4 of the attached
receipt until completion of the medical examination.
I declare that the answers to the above questions are true to the best of my
knowledge and belief.
I understand and agree to the terms of the attached receipt.
________________________________________________________________________________
Proposed Insured's signature (parent/guardian if a minor)
________________________________________________________________________________
Applicant's signature (if different)
__________________________________________________
Date
[BARCODE APPEARS HERE]
TL-11855-R-1
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- --------------------------------------------------------------------------------
ADVANCE PAYMENT RECEIPT
- --------------------------------------------------------------------------------
The following receipt is to be given for advance payment at least
equal to one month's premium, but not less than $10.
All premium checks must be made payable to the company. Do not make
checks payable to the agent or leave the payee blank.
For Variable Universal Life use receipt attached to Variable
Universal Life Supplement.
Type of Policy _________________________________________________________________
Received from __________________________________________________________________
the sum of $ ___________________________________________________________________
in connection with an application for life insurance to The Travelers Life and
Annuity Company, One Tower Square, Hartford, CT 06183, bearing the number
imprinted on this receipt, upon the following terms and conditions:
1. Insurance under the terms of the policy applied for and subject to the
limits in Item 4 will be effective on the latest of the dates of the Part
One application, Part Two Medical examination or other medical tests if
required by the Company's underwriting rules for the Proposed Insured's age,
plan or amount of insurance applied for, provided that the above sum is
sufficient to pay in full the first premium for the policy.
Coverage under the terms of this receipt will end on the earlier of (a) 60
days after the date of this application, or (b) the date we notify the
Applicant that there is no coverage.
There is no insurance provided if there is material misrepresentation in
the Part One application, supplement (if required) or Part Two medical
examination or if the Proposed insured commits suicide.
2. If the above sum is less than the full first premium but is at least
equivalent to a monthly premium for the amount and plan of insurance applied
for, then unless the remainder of the first premium is paid within 30 days
from the date the insurance becomes effective, the insurance will be
effective as provided in Item 1 only for the fraction of one year as the
amount paid bears to the annual premium for the contract applied for. If the
sum paid is less than the equivalent of a monthly premium, no insurance
will be effected by this receipt.
3. The sum will be returned to the Applicant if the application is rejected;
or, if a contract is issued upon this application at other than standard
rates or for other than the amount and plan of insurance applied for, unless
acceptable to the Applicant as issued; or, on request of the Applicant and
surrender of this receipt, if within 60 days from the date of this receipt a
contract has not been issued on this application.
4. The maximum limits of insurance which may be effected under the terms of
this receipt are as follows:
<TABLE>
<CAPTION>
Age of Non-Medical Medical/Paramedical
Proposed Insured Amount Amount
<S> <C> <C>
15 days-35 yrs. $250,000 $500,000
36-45 100,000 500,000
46-50 75,000 500,000
51-60 -0- 500,000
61-75 -0- 250,000
</TABLE>
Any insurance applied for in excess of these limits, including accidental
death benefit, and on which any premium is paid in advance, will not take
effect until the policy is delivered to the Applicant and the balance of the
first premium, if any, is paid in full, all while the Proposed Insured's
health and other conditions relating to insurability remain as described in
the application. In the event of the death of the Proposed Insured before
the excess insurance is effected, that portion of the sum received relating
to the excess insurance will be returned.
Licensed Resident Agent ____________________________________________________
Dated ________________________
TL-11855-R
<PAGE>
- --------------------------------------------------------------------------------
AUTHORIZATION OF AUTOMATIC PREMIUM CHECK PAYMENT
- --------------------------------------------------------------------------------
Please attach a voided check. Make sure your address
and the bank address appear correctly on the check.
Name: _______________________________________________ Phone Number : ___________
Policy Number( s): _____________________________________________________________
I hereby authorize you, the bank, to charge my account, to cover monthly premium
payments for my policy(ies) with The Travelers Life and Annuity Company. I
understand and agree that the bank will not be liable for any payment that may
not be honored, intentionally or inadvertently, even if such dishonor results in
forfeiture of insurance.
This authority is to remain in effect until my further written notice.
My signature below is exactly as I sign my personal checks.
Bank Name:______________________________________________________________________
Bank Address: __________________________________________________________________
Checking Account Number: _______________________________________________________
Signature of Depositor _________________________________________________________
Date _____________________
-----------------------------------
Please select date of monthly
withdrawal.
[_] 8th [_] 22nd
[_] 15th [_] 29th
-----------------------------------
[BARCODE APPEARS HERE]
TL-11855-A
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- --------------------------------------------------------------------------------
YOUR PRIVACY AND THE FAIR CREDIT REPORTING ACT
- --------------------------------------------------------------------------------
This notice must be detached and given to the Proposed
Insured before the application is completed.
Part of our underwriting may include an investigative report prepared with
information obtained in interviews with you, your neighbors, friends or other
acquaintances as to your character, reputation, personal characteristics and
mode of living. If an investigation is made, we will handle it in the strictest
confidence.
Your application, with the medical history and other information you furnish,
and the investigative consumer report if made, are the initial basis of our
underwriting evaluation. Your agent supplies information about you that serves
underwriting as well as marketing research purposes. The Fair Credit Reporting
Act requires that no investigative report be made on any consumer unless:
1. the person to be reported on has been given written notice that such a
report may be or has been requested, and
2. that person is informed that he/she has the right to ask for disclosure of
the type of information being sought.
If you wish information on the nature and scope of the Consumer Report which may
be requested, or any other investigative report which may be made, write to The
Travelers Life and Annuity Company, FSD Underwriting and Issue Division, One
Tower Square, Hartford, Connecticut 06183.
TL-11855-P
- --------------------------------------------------------------------------------
MEDICAL INFORMATION BUREAU DISCLOSURE NOTICE
- --------------------------------------------------------------------------------
Any health care information developed is necessary to classify insurance risks,
conduct normal administrative procedures and process claims, and will be used
for those purposes only. No other use of this information will be made without
first obtaining your written consent.
This information will be treated as confidential except that The Travelers Life
and Annuity Company or its Reinsurer(s) may make a brief report to the Medical
Information Bureau, Inc., a non-profit membership corporation of life insurance
companies which operates an information exchange in behalf of its members. Upon
request by another member insurance company to which you have applied for life
or health insurance coverage or to which a claim is submitted, the Bureau will
supply such company with the information it may have in its files.
Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. (Medical information will be disclosed
only to your attending physician, or you if requested.) If you question the
accuracy of information in the Bureau's file, you may contact the bureau and
seek a correction in accordance with the procedures set forth in the federal
Fair Credit Reporting Act. The address of the Bureau's information office is
Post Office Box 105, Essex Station, Boston, Massachusetts 02112, Telephone
(617) 426-3660.
The Travelers Life and Annuity Company or its Reinsurer(s) may release
information given in your application file, including health care information,
to other life insurance companies to which you apply for life or health
insurance or to which a claim is submitted.
[LOGO OF THE TRAVELERS APPEARS HERE]
TL-11855-M
<PAGE>
- --------------------------------------------------------------------------------
TO: The Bank named on the reverse side
In consideration of your compliance with the request and authorization of the
depositor named on the reverse side The Travelers Life
and Annuity Company agrees that:
1. It will indemnify and hold you harmless from any liability or loss you may
suffer arising out of payment by you pursuant to said authorization of any
debit entry whether or not genuine, purporting to be initiated by The
Travelers Life and Annuity Company on the account of any of your depositors,
or arising out of the dishonor by you whether with or without cause,
intentionally or inadvertently, any such debit entry purporting to be
initiated by The Travelers Life and Annuity Company.
2. It will refund to you any amount erroneously paid by you on any such debit
entry if claim for the amount of such erroneous payment is made by you within
12 months from the date of the debit entry on which such erroneous payment
was made.
3. It will defend at its own cost and expense any action which might be brought
by any depositor or any other persons because of your actions taken pursuant
to the foregoing request or in any manner arising by reason of your
participation in the foregoing plan.
The Travelers Life and Annuity Company
/s/ A. Michael Matava
Director
Authorized in resolutions adopted by the Investment Committee of The Travelers
Life and Annuity Company on June 10, 1982.
<PAGE>
- --------------------------------------------------------------------------------
Agent Information
- --------------------------------------------------------------------------------
AGENT'S CERTIFICATE
- --------------------------------------------------------------------------------
To help avoid processing delays, answers to the following questions MUST be
furnished with the application.
1. If salary allotment or other special plan, give:
Mass Marketing Case/Company Name:__________________
------------------------------------------------------------------------
Case/Plan Number: _________________________________
Accounting Location Number:
2. Is the Proposed Insured employed and working regularly?
[_] Yes [_] No
3. Did you personally ask the questions and have the
application signed in your presence? [_] Yes [_] No
4. Has Proposed Insured applied for insurance elsewhere
in past 90 days? (Give details in #17) [_] Yes [_] No
5. Life Premium quoted: $_____________/Yr. Age__________
6. How long have you known the Proposed Insured? _________
7. Will this insurance replace any existing Annuity or
Life Insurance? (If YES, complete #8) [_] Yes [_] No
8. Is a 1035 exchange involved? [_] Yes [_] No
(If YES, attach policies and forms)
Name of Insurer to be replaced and replaced contract #:
----------------------------------------------------------------
If contract # not available, indicate Application or Receipt #:
----------------------------------------------------------------
9. Is the Proposed Insured applying for any Disability or
Long Term Care with The Travelers or any other company?
(If YES, specify form and name of company) [_] Yes [_] No
---------------------------------------------------------------
10. Will the Proposed Insured pay the premium? [_] Yes [_] No
If NO, who will pay the premium?
--------------------------------------------------------------
11. Who initiated the inquiry that resulted in this application?
--------------------------------------------------------------
12. State all Life and Health insurance now in effect on the
Proposed Insured. Include The Travelers and other
companies. Indicate "G" for Group and "B" for Business
Insurance. If NONE so state.
<TABLE>
<CAPTION>
Type Year Total in Force Amt.
L-Life of Indemnity or of
Company H-Health Issue Daily Benefit PW ADB
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
13. Purpose of Insurance:
[_]Personal (check primary reason):
[_]Income Replacement
[_]Savings/Investment
[_]Estate Liquidity
[_]Other ____________________
[_]Business:
[_]Buy-Sell
[_]Key Person
[_]Deferred Compensation
[_]Executive Bonus
[_]Mortgage/Loan Coverage
[_]Other ____________________
14. Is the applicant a small business owner? [_] Yes [_] No
If YES, how many employees in the insured's business?
[_] 1-25 [_] 26-50 [_] 51-100 [_] 100+
15. If available, is preferred rate being applied for? [_] Yes [_] No
16. If preferred rate is not available, is standard rate acceptable?
[_] Yes [_] No
17. Additional Remarks:
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
18. Except as indicated below, I hereby declare that no person other than myself
has any interest whatsoever either directly or indirectly in this
application and that I will not pay or allow any commission or compensation
directly or indirectly in connection with this application to any person.
Signed ____________________________________________ Date ______________________
(To be signed personally by agent or broker
who completed the application)
- --------------------------------------------------------------------------------
AGENT LICENSING INFORMATION
- --------------------------------------------------------------------------------
1. Are you properly licensed to write business for The Travelers Life and
Annuity Company in the state where the application was secured?
[_] Agent's License
[_] Solicitor's License
[_] Broker's License
2. Did anyone except you assist in securing the application?
[_] Yes [_] No
If YES, who
----------------------------------------------------------------
----------------------------------------------------------------------------
[BAR CODE APPEARS HERE]
TL-11855
<PAGE>
- --------------------------------------------------------------------------------
Agent's Comments
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[LOGO OF THE TRAVELERS APPEARS HERE]
The Travelers Life and Annuity Company
Hartford, CT 06183
TL-11855
<PAGE>
EXHIBIT 11
November 2, 1995
The Travelers Life and Annuity Company
The Travelers Fund UL II for
Variable Life Insurance
One Tower Square
Hartford, Connecticut 06183
Gentlemen:
With reference to the Registration Statement on Form S-6 filed by The
Travelers Life and Annuity Company and The Travelers Fund UL II for Variable
Life Insurance with the Securities and Exchange Commission covering flexible
premium individual variable life insurance policies, I have examined such
documents and such law as I have considered necessary and appropriate, and on
the basis of such examination, it is my opinion that:
1. The Travelers Life and Annuity Company is duly organized and existing
under the laws of the State of Connecticut and has been duly authorized
to do business and to issue variable life insurance policies by the
Insurance Commissioner of the State of Connecticut.
2. The Travelers Fund UL II Variable Life Insurance is a duly authorized and
validly existing separate account established pursuant to Section 38a-433
of the Connecticut General Statutes.
3. The variable life insurance policies covered by the above Registration
Statement, and all pre- and post-effective amendments relating thereto,
have been or will be approved and authorized by the Insurance
Commissioner of the State of Connecticut and when issued will be valid,
legal and binding obligations of The Travelers Life and Annuity Company
and of The Travelers Fund UL II for Variable Life Insurance.
4. Assets of The Travelers Fund UL II for Variable Life Insurance are not
chargeable with liabilities arising out of any other business The
Travelers Life and Annuity Company may conduct.
I hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the reference to this opinion under the
caption "Legal Proceedings and Opinion" in the Prospectus constituting a part of
the Registration Statement.
Very truly yours,
/s/ Ernest J. Wright
General Counsel
Life and Annuities Division
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Director, Chairman
and President of The Travelers Life and Annuity Company (hereafter the
"Company"), do hereby make, constitute and appoint JAY S. FISHMAN, Director and
Chief Financial Officer of said Company, and ERNEST J. WRIGHT, Assistant
Secretary of said Company, or either one of them acting alone, my true and
lawful attorney-in-fact, for me, and in my name, place and stead, to sign
registration statements on behalf of said Company on Form S-6 or other
appropriate form under the Securities Act of 1933 for The Travelers Fund UL II
for Variable Life Insurance Contracts, a separate account of the Company ded-
icated specifically to the funding of variable life insurance contracts to be
offered by the Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of October,
1995.
/s/Michael A. Carpenter
--------------------------------------
Director, Chairman and President
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, ROBERT I. LIPP, of Scarsdale, New York, director of The Travelers
Life and Annuity Company (hereafter the "Company"), do hereby make, constitute
and appoint JAY S. FISHMAN, Director and Chief Financial Officer of said
Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or either
one of them acting alone, my true and lawful attorney-in-fact, for me, and in my
name, place and stead, to sign registration statements on behalf of said Company
on Form S-6 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund UL II for Variable Life Insurance Contracts, a separate account
of the Company dedicated specifically to the funding of variable life insurance
contracts to be offered by the Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of October,
1995.
/s/Robert I. Lipp
--------------------------------------
Director
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, CHARLES O. PRINCE III of Weston, Connecticut, director of The
Travelers Life and Annuity Company (hereafter the "Company"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form S-6 or other appropriate form under the Securities Act of
1933 for The Travelers Fund UL II for Variable Life Insurance Contracts, a
separate account of the Company dedicated specifically to the funding of
variable life insurance contracts to be offered by the Company, and further, to
sign any and all amendments thereto, including post-effective amendments, that
may be filed by the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of October,
1995.
/s/Charles O. Prince III
--------------------------------------
Director
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, MARC P. WEILL, of New York, New York, director of The Travelers
Life and Annuity Company (hereafter the "Company"), do hereby make, constitute
and appoint JAY S. FISHMAN, Director and Chief Financial Officer of said
Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or either
one of them acting alone, my true and lawful attorney-in-fact, for me, and in my
name, place and stead, to sign registration statements on behalf of said Company
on Form S-6 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund UL II for Variable Life Insurance Contracts, a separate account
of the Company dedicated specifically to the funding of variable life insurance
contracts to be offered by the Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of October,
1995.
/s/Marc P. Weill
--------------------------------------
Director
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, IRWIN R. ETTINGER, of Stamford, Connecticut, director of The
Travelers Life and Annuity Company (hereafter the "Company"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form S-6 or other appropriate form under the Securities Act of
1933 for The Travelers Fund UL II for Variable Life Insurance Contracts, a
separate account of the Company dedicated specifically to the funding of
variable life insurance contracts to be offered by the Company, and further, to
sign any and all amendments thereto, including post-effective amendments, that
may be filed by the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of October,
1995.
/s/Irwin R. Ettinger
--------------------------------------
Director
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, DONALD T. DeCARLO, of Douglaston, New York, director of The
Travelers Life and Annuity Company (hereafter the "Com-any"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form S-6 or other appropriate form under the Securities Act of
1933 for The Travelers Fund UL II for Variable Life Insurance Contracts, a
separate account of the Company dedicated specifically to the funding of
variable life insurance contracts to be offered by the Company, and further, to
sign any and all amendments thereto, including post-effective amendments, that
may be filed by the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October,
1995.
/s/Donald T. DeCarlo
--------------------------------------
Director
The Travelers Life and Annuity Company
<PAGE>
THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, CHRISTINE B. MEAD, of Avon, Connecticut, Vice President and
Controller of The Travelers Life and Annuity Company (hereafter the "Company"),
do hereby make, constitute and appoint JAY S. FISHMAN, Director and Chief
Financial Officer of said Company, and ERNEST J. WRIGHT, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful attorney-
in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form S-6 or other appropriate form
under the Securities Act of 1933 for The Travelers Fund UL II for Variable Life
Insurance Contracts, a separate account of the Company dedicated specifi-ally to
the funding of variable life insurance contracts to be offered by the Company,
and further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of October,
1995.
/s/Christine B. Mead
--------------------------------------
Vice President and Controller
The Travelers Life and Annuity Company
