<PAGE> 1
Exhibit 8
FUND PARTICIPATION AGREEMENT
This Agreement is entered into as of the 31st day of July, 1996, between The
Travelers Insurance Company, and its affiliate The Travelers Life and Annuity
Company (collectively, "Travelers"), both life insurance companies organized
under the laws of the State of Connecticut, and Travelers Series Trust (the
"Fund"), a trust organized under the laws of the State of Massachusetts.
ARTICLE I
DEFINITIONS
1.1 "Act" shall mean the Investment Company Act of 1940, as amended.
1.2 "Board" shall mean the Board of Directors of the Fund having the
responsibility for management and control of the Fund.
1.3 "Business Day" shall mean a day on which both Travelers and the New
York Stock Exchange are open for business.
1.4 "Commission" shall mean the Securities and Exchange Commission.
1.5 "Contract" shall mean a variable annuity contract or a variable life
insurance contract that uses the Fund as an underlying investment
medium. Individuals who participate under a group Contract are
"Participants".
1.6 "Contractholder" shall mean any entity that is a party to a Contract
with a Participating Company.
1.7 "Disinterested Board Members" shall mean those members of the Board
that are not deemed to be "interested persons" of the Fund, as defined
by the Act.
1.8 "TAMIC" shall mean Travelers Asset Management International
Corporation.
1.9 "Participating Companies" shall mean any insurance company (including
Travelers), which offers variable annuity and/or variable life
insurance contracts to the public and which has entered into an
agreement with the Fund similar hereto for the purpose of making Fund
shares available to serve as the underlying investment medium for the
aforesaid Contracts.
1.10 "Prospectus" shall mean the Fund's current prospectus and statement of
additional information, as most recently filed with the Commission.
1.11 "Separate Account" shall mean the applicable variable life or variable
annuity separate account established by Travelers in accordance with
the laws of the State of Connecticut. The Separate Accounts are listed
in Schedule A to the Agreement.
1.12 "Software Program"' shall mean the software program used by the Fund
for providing Fund and account balance information including net asset
value per share. In situations where the Software Program used by the
Fund is not available, such information may be provided by telephone.
Any such software shall be provided to Travelers at no charge.
1.13 "Travelers' General Account(s)" shall mean the general account(s) of
Travelers and its affiliates which invest in the Fund
<PAGE> 2
ARTICLE II
REPRESENTATIONS
2.1 Travelers represents and warrants that: (a) it is an insurance company
duly organized and in good standing under applicable law; (b) it has
legally and validly established the Separate Account pursuant to the
Connecticut Insurance Code for the purpose of offering to the public
certain group and individual variable annuity contracts; and (c) it has
registered the Separate Account as a unit investment trust under the
Act to serve as the segregated investment account for the Contracts.
2.2 Travelers represents and warrants that (a) the Contracts will be
described in a registration statement filed under the Securities Act of
1933, as amended ("1933 Act"); (b) the Contracts will be issued and
sold in compliance in all material respects with all applicable federal
and state laws; and (c) the sale of the Contracts shall comply in all
respects with state insurance law requirements.
2.3 Travelers represents and warrants that the income, gains and losses,
whether or not realized, from assets allocated to the Separate Account
are, in accordance with the applicable Contracts, to be credited to or
charged against such Separate Account without regard to other income,
gains or losses from assets allocated to any other accounts of
Travelers. Travelers represents and warrants that the assets of the
Separate Account are and will be kept separate from Traveler's General
Accounts and any other separate accounts Travelers may have, and will
not be charged with liabilities from any business that Travelers may
conduct or the liabilities of any companies affiliated with Travelers.
2.4(a) Fund represents that the Fund is registered with the Commission under
the Act as an open-end, non-diversified management investment company
and possesses, and shall maintain, all legal and regulatory licenses,
approvals, consents and/or exemptions required for Fund to operate and
offer its shares as an underlying investment medium for Participating
Companies. Fund further respresents and warrants that it is registered
as a non-diversified, open-end management company under the Investment
Company Act of 1940 ("1940 Act") and that it does and will comply in
all material respects with the 1940 Act.
2.4(b) Fund represents and warrants that any charges assessed against the Fund
are, in the aggregate, reasonable in relation to the services rendered,
and the expenses incurred or expected to be incurred.
2.5 Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or
similar provision) and that it will notify Travelers immediately upon
having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.
2.6 Travelers represents that the Contracts are currently treated as life
insurance policies or annuity contracts, under applicable provisions of
the Code, and that it will make every effort to maintain such treatment
and that it will notify the Fund immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or
that they might not be so treated in the future.
2.7 Fund agrees that the Fund's assets shall be managed and invested in a
manner that complies with the requirements of Section 817(h) of the
Code.
2.8 Fund agrees to establish one account in the name of Travelers and its
affiliates and to make its shares available to such account. The shares
shall be offered to the Separate Account and to Travelers' General
Account at the net asset value of such shares.
<PAGE> 3
2.9 Travelers and Fund agree that (1) Travelers shall be permitted (subject
to the other terms of this Agreement) to utilize and employ other
management investment companies as underlying investment media for the
Separate Account, and (2) Fund shall be permitted (subject to the other
terms of this Agreement) to make Fund shares available to other
Participating Companies and contractholders.
2.10 Fund represents and warrants that any of its directors, officers,
employees, investment advisers, and other individuals/entities who deal
with the money and/or securities of the Fund are and shall continue to
be at all times covered by a blanket fidelity bond or similar coverage
for the benefit of the Fund in an amount not less than that required by
Rule 17g-1 under the Act. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding
company.
2.11 Travelers represents and warrants that all of its employees and agents
who deal with the money and/or securities of the Fund are and shall
continue to be at all times covered by a blanket fidelity bond or
similar coverage in an amount not less than the coverage required to be
maintained by the Fund. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding
company.
2.12 If the Travelers issues variable life insurance policies through a
Separate Account or the Fund enters into a participation agreement with
a Participating Company (including Travelers) offering variable life
insurance policies through a separate account investing in the Fund,
Travelers and the Fund will promptly amend this Agreement to add any
provisions, conditions or undertakings required by an exemptive order
under the Act on which the Fund is then relying.
ARTICLE III
FUND SHARES
3.1 The Contracts funded through the Separate Account will provide for the
investment of certain amounts in the shares of the Fund.
3.2 Fund agrees to make its shares available for purchase at the applicable
net asset value per share by Travelers and the Separate Account on
those days on which the Fund calculates its net asset value pursuant to
rules of the Commission and the Fund shall use all reasonable efforts
to calculate such net asset value on each Business Day. Notwithstanding
the foregoing, the Fund may refuse to sell its shares to any person, or
suspend or terminate the offering of the Fund's shares if such action
is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the Board, acting in good faith and in
light of its fiduciary duties under federal and any applicable state
laws, necessary and in the best interests of the Fund's shareholders.
3.3 Fund agrees that shares of the Fund will be sold only to Participating
Companies and their separate accounts and to the general accounts of
those Participating Companies and their affiliates. No Fund shares will
be sold to the general public.
3.4 Fund shall use its best efforts to provide closing net asset value,
dividend and capital gain information on a per-share and Fund basis to
Travelers by 6:00 p.m. Eastern Time on each Business Day. Any material
errors in the calculation of net asset value, dividend and capital gain
information shall be reported immediately upon discovery to Travelers.
Non-material errors will be corrected in the next Business Day's net
asset value per share.
3.5 At the end of each Business Day, Travelers will use the information
described in Sections 3.2 and 3.4 to calculate the Separate Account
unit values for the day. Using this unit value,
<PAGE> 4
Travelers will process the day's Separate Account transactions received
by it by the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar
amount of Fund shares which will be purchased or redeemed at that day's
closing net asset value per share. The net purchase or redemption
orders will be transmitted to the Fund by Travelers by 11:00 a.m.
Eastern Time on the Business Day next following Travelers' receipt of
that information. Subject to Section 3.6, all purchase and redemption
orders for Travelers' General Accounts shall be effected at the net
asset value per share next calculated after receipt of the order by the
Fund or its Transfer Agent.
3.6 Fund appoints Travelers as its agent for the limited purpose of
accepting orders for the purchase and redemption of Fund shares for the
Separate Account. Fund will execute orders at the net asset value per
share determined as of the close of trading on the day of receipt of
such orders by Travelers acting as agent ("effective trade date"),
provided that the Fund receives notice of such orders by 11:00 a.m.
Eastern Time on the next following Business Day.
3.7 Travelers will make its best efforts to notify Fund in advance of any
unusually large purchase or redemption orders.
3.8 If Travelers' order requests the purchase of Fund shares, Travelers
will pay for such purchases by wiring Federal Funds to Fund or its
designated custodial account on the day the order is transmitted. If
payment in Federal Funds for any purchase is received by the Fund after
12:00 noon on the business day on which the applicable purchase request
was received by the Fund pursuant to Section 3.5, Travelers shall
promptly upon the Fund's request, reimburse the Fund for any charges,
costs, fees, interest or other expenses incurred by the Fund in
connection with any advances to, or borrowings or overdrafts by, the
Fund as a result of portfolio transactions effected by the Fund based
upon such purchase request. If Travelers' order requests the redemption
of Fund shares valued at or greater than $1 million dollars, the Fund
will wire such amount to Travelers within seven days of the order.
3.9 Fund has the obligation to ensure that Fund shares are registered with
applicable federal agencies at all times.
3.10 Fund will confirm each purchase or redemption order made by Travelers.
Transfer of Fund shares will be by book entry only. No stock
certificates will be issued to Travelers. Travelers will record shares
ordered from Fund in an appropriate title for the corresponding
account.
3.11 Fund shall credit Travelers with the appropriate number of shares.
3.12 On each ex-dividend date of the Fund or, if not a Business Day, on the
first Business Day thereafter, Fund shall communicate to Travelers the
amount of dividend and capital gain, if any, per share. All dividends
and capital gains shall be automatically reinvested in additional
shares of the Fund at the net asset value per share of the Fund on the
ex-dividend date. Fund shall, on the day after the ex-dividend date or,
if not a Business Day, on the first Business Day thereafter, notify
Travelers of the number of shares so issued.
ARTICLE IV
STATEMENTS AND REPORTS
4.1 Fund shall provide monthly statements of account as of the end of each
month for all of Travelers' accounts by the fifteenth (15th) Business
Day of the following month.
4.2 Fund shall distribute to Travelers copies of the Fund's Prospectuses,
proxy materials, notices, periodic reports and other printed materials
(which the Fund customarily provides to its shareholders) in quantities
as Travelers may, reasonably request for distribution to each
Contractholder and Participant.
<PAGE> 5
4.3 Fund will provide to Travelers at least one complete copy of all
registration statements, Prospectuses, reports, proxy statements, sales
literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments to any
of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Commission or other
regulatory authorities.
4.4 Travelers will provide to the Fund at least one copy of all
registration statements, Prospectuses, reports, proxy statements, sales
literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments to any
of the above, that relate to the Contracts or the Separate Account,
contemporaneously with the filing of such document with the Commission.
ARTICLE V
EXPENSES
5.1 The charge to the Fund for all expenses and costs of the Fund,
including but not limited to management fees, administrative expenses
and legal and regulatory costs, will be made in the determination of
the Fund's daily net asset value per share so as to accumulate to an
annual charge at the rate set forth in the Fund's Prospectus. Excluded
from the expense limitation described herein shall be brokerage
commissions and transaction fees and extraordinary expenses.
5.2 Except as provided in this Article V and, in particular in the next
sentence, Travelers shall not be required to pay directly any expenses
of the Fund or expenses relating to the distribution of its shares.
Travelers shall pay the following expenses or costs:
a. Such amount of the production expenses of any Fund materials
or marketing materials for prospective Travelers
Contractholders and Participants as TAMIC and Travelers shall
agree from time to time.
b. Distribution expenses of any Fund materials or marketing
materials for prospective Travelers Contractholders and
Participants.
c. Distribution expenses of Fund materials or marketing materials
for Travelers Contractholders and Participants.
Except as provided herein, all other Fund expenses shall not be borne
by Travelers.
ARTICLE VI
EXEMPTIVE RELIEF
6.1 Travelers has reviewed a copy of the order dated August 23, 1989 of the
Securities and Exchange Commission under Section 6(c) of the Act and,
in particular, has reviewed the conditions to the relief set forth in
the related Notice. As set forth therein, Travelers agrees to report
any potential or existing conflicts promptly to the Board, and in
particular whenever contract voting instructions are disregarded, and
recognizes that it will be responsible for assisting the Board in
carrying out its responsibilities under such application. Travelers
agrees to carry out such responsibilities with a view to the interests
of existing Contractholders.
6.2 If a majority of the Board, or a majority of Disinterested Board
Members, determines that a material irreconcilable conflict exists with
regard to Contractholder investments in the Fund, the Board shall give
prompt notice to all Participating Companies. If the Board determines
that Travelers is responsible for causing or creating said conflict,
Travelers shall at its sole cost and
<PAGE> 6
expense, and to the extent reasonably practicable (as determined by a
majority of the Disinterested Board Members), take such action as is
necessary to remedy or eliminate the irreconcilable material conflict.
Such necessary action may include, but shall not be limited to:
a. Withdrawing the assets allocable to the Separate Account from
the Fund and reinvesting such assets in a different investment
medium, or submitting the question of whether such segregation
should be implemented to a vote or all affected
Contractholders; and/or
b. Establishing a new registered management investment company.
6.3 If a material irreconcilable conflict arises as a result of a decision
by Travelers to disregard Contractholder voting instructions and said
decision represents a minority position or would preclude a majority
vote by all Contractholders having an interest in the Fund, Travelers
may be required, at the Board's election, to withdraw the Separate
Account's investment in the Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board
Members shall determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the
Fund be required to bear the expense of establishing a new funding
medium for any Contract. Travelers shall not be required by this
Article to establish a new funding medium for any Contract if an offer
to do so has been declined by vote of a majority of the Contractholders
materially adversely affected by the irreconcilable material conflict.
6.5 No action by Travelers taken or omitted, and no action by the Separate
Account or the Fund taken or omitted as a result of any act or failure
to act by Travelers pursuant to this Article VI shall relieve Travelers
of its obligations under, or otherwise affect the operation of, Article
V.
ARTICLE VII
VOTING OF FUND SHARES
7.1 Fund shall provide Travelers with copies at no cost to Travelers, of
the Fund's proxy material, reports to stockholders and other
communications to stockholders in such quantity as Travelers shall
reasonably require for distributing to Contractholders or Participants.
Travelers shall:
(a) solicit voting instructions from Contractholders or
Participants on a timely basis and in accordance with
applicable law;
(b) vote the Fund shares in accordance with instructions received
from Contractholders or Participants; and
(c) vote Fund shares for which no instructions have been received
in the same proportion as Fund shares for which instructions
have been received.
Travelers agrees at all times to votes its General Account shares in
the same proportion as Fund shares for which instructions have been
received from Contractholders or Participants.
ARTICLE VIII
MARKETING AND REPRESENTATIONS
8.1 The Fund or its underwriter shall periodically furnish Travelers with
the following documents, in quantities as Travelers may reasonably
request:
a. Current Prospectus and any supplements thereto;
b. other marketing materials.
<PAGE> 7
Expenses for the production of such documents may be borne by Travelers
in accordance with Section 5.2 of this Agreement.
8.2 Travelers shall designate certain persons or entities which shall have
the requisite licenses to solicit applications for the sale of
Contracts. No representation is made as to the number or amount of
Contracts that are to be sold by Travelers. Travelers shall make
reasonable efforts to market the Contracts and shall comply with all
applicable federal and state laws in connection therewith.
8.3 Travelers shall furnish, or shall cause to be furnished, to the Fund,
each piece of sales literature or other promotional material in which
the Fund, its investment adviser or the administrator is named, at
least fifteen Business Days prior to its use. No such material shall be
used unless the Fund approves such material. Such approval (if given)
must be in writing and shall be presumed not given if not received
within ten Business Days after receipt of such material. The Fund shall
use all reasonable efforts to respond within ten days of receipt.
8.4 Travelers shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund in connection
with the sale of the Contracts other than the information or
representations contained in the registration statement or Prospectus,
as may be amended or supplemented from time to time, or in reports or
proxy statements for the Fund, or in sales literature or other
promotional material approved by the Fund.
8.5 Fund shall furnish, or shall cause to be furnished, to Travelers, each
piece of the Fund's sales literature or other promotional material in
which Travelers or the Separate Account is named, at least fifteen
Business Days prior to its use. No such material shall be used unless
Travelers approves such material. Such approval (if given) must be in
writing and shall be presumed not given if not received within ten
Business Days after receipt of such material. Travelers shall use all
reasonable efforts to respond within ten days of receipt.
8.6 Fund shall not, in connection with the sale of Fund shares, give any
information or make any representations on behalf of Travelers or
concerning Travelers, the Separate Account, or the Contracts other than
the information or representations contained in a registration
statement or prospectus for the Contracts, as may be amended or
supplemented from time to time, or in published reports for the
Separate Account which are in the public domain or approved by
Travelers for distribution to Contractholders or Participants, or in
sales literature or other promotional material approved by Travelers.
ARTICLE IX
INDEMNIFICATION
9.1 Travelers agrees to indemnify and hold harmless the Fund, TAMIC, the
Fund's investment adviser, and their affiliates, and each of their
directors, officers, employees, agents and each person, if any, who
controls any of the foregoing entities or persons within the meaning of
the 1933 Act (collectively, the "Indemnified Parties" for purposes of
Section 9.1), against any losses, claims, damages or liabilities for
which the Indemnified Parties may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect to thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in information furnished by Travelers for use in the
registration statement or Prospectus or sales literature or
advertisements of the Fund or with respect to the Separate Account or
Contracts, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or
arise out of or as a result of conduct, statements
<PAGE> 8
or representations (other than statements or representations contained
in the Prospectus and sales literature or advertisements of the Fund)
of Travelers or its agents, with respect to the sale and distribution
of Contracts for which Fund shares are an underlying investment; and
Travelers will reimburse any Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that Travelers will not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any untrue statement or omission or
alleged omission made in such registration statement, prospectus, sales
literature, or advertisement in conformity with written information
furnished to Travelers by the Fund specifically for use therein. This
indemnity agreement will be in addition to any liability which
Travelers may otherwise have.
9.2 The Fund agrees to indemnify and hold harmless Travelers and each of
its directors, officers, employees, agents and each person, if any, who
controls Travelers within the meaning of the 1933 Act against any
losses, claims, damages or liabilities to which Travelers or any such
director, officer, employee, agent or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) (1)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or Prospectus or sales literature or advertisements of the Fund; (2)
arise out of or are based upon the omission to state in the
registration statement or Prospectus or sales literature or
advertisements of the Fund any material fact required to be stated
therein or necessary to make the statements therein not misleading; or
(3) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or Prospectus or sales literature or advertisements with
respect to the Separate Account or the Contracts and such statements
were based on information provided to Travelers by the Fund; and the
Fund will reimburse any legal or other expenses reasonably incurred by
Travelers or any such director, officer, employee, agent or controlling
person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Fund
will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or omission or alleged omission made in such Registration
Statement, Prospectus, sales literature or advertisements in conformity
with written information furnished to the Fund by Travelers
specifically for use therein. This indemnity agreement will be in
addition to any liability which the Fund may otherwise have.
9.3 The Fund shall indemnify and hold Travelers harmless against any and
all liability, loss, damages, costs or expenses which Travelers may
incur, suffer or be required to pay due to the Fund's (1) incorrect
calculation of the daily net asset value, dividend rate or capital gain
distribution rate; (2) incorrect reporting of the daily net asset
value, dividend rate or capital gain distribution rate; and (3)
untimely reporting of the net asset value, dividend rate or capital
gain distribution rate; provided that the Fund shall have no obligation
to indemnify and hold harmless Travelers if the incorrect calculation
or incorrect or untimely reporting was the result of incorrect
information furnished by Travelers or information furnished untimely by
Travelers.
9.4 Travelers shall indemnify and hold the Fund harmless against any and
all liability, loss, damages, costs or expenses which the Fund may
incur, suffer or be required to pay due to Travelers' incorrect
calculation and/or untimely reporting of net purchase or redemption
orders.
9.5 Promptly after receipt by an indemnified party under this Article of
notices of the commencement of action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Article, notify the indemnifying party of the commencement
thereof; but the omission to notify the indemnifying party will not
relieve it
<PAGE> 9
from any liability which it may have to any indemnified party otherwise
than under this Article. In case any such action is brought against any
indemnified party, and it notified the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, assume the
defense thereof, with counsel satisfactory to such indemnified party,
and to the extent that the indemnifying party has given notice to such
effect to the indemnified party and is performing its obligations under
this Article, the indemnifying party shall not be liable for any legal
or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation.
9.6 Travelers shall indemnify and hold the Fund and the Fund's investment
adviser harmless against any tax liability incurred by the Fund under
Section 851 of the Code arising from purchases or redemptions by
Travelers' General Accounts or the account of its affiliates.
ARTICLE X
COMMENCEMENT AND TERMINATION
10.1 This Agreement shall be effective as of the date hereof and shall
continue in force until terminated in accordance with the provisions
herein.
10.2 This Agreement shall terminate without penalty:
a. At the option of Travelers or the Fund at any time from the
date hereof upon 180 days' notice, unless a shorter time is
agreed to by the parties;
b. At the option of Travelers, if any of the Fund's shares are
not reasonably available to meet the requirements of the
Contracts as determined by Travelers. Prompt notice of
election to terminate shall be furnished by Travelers, said
termination to be effective ten days after receipt of notice
unless the Fund makes available a sufficient number of shares
to meet the requirements of the Contracts within said ten-day
period;
c. At the option of Travelers, upon the institution of formal
proceedings against the Fund by the Commission, National
Association of Securities Dealers or any other regulatory
body, the expected or anticipated ruling, judgment or outcome
of which would, in Travelers' reasonable judgment, materially
impair the Fund's ability to meet and perform the Fund's
obligations and duties hereunder. Prompt notice of election to
terminate shall be furnished by Travelers with said
termination to be effective upon receipt of notice
d. At the option of the Fund, upon the institution of formal
proceedings against Travelers by the Commission, National
Association of Securities Dealers or any other regulatory
body, the expected or anticipated ruling, judgment or outcome
of which would, in the Fund's reasonable judgment, materially
impair Travelers' ability to meet and perform Travelers
obligations and duties hereunder. Prompt notice of election to
terminate shall be furnished by the Fund with said termination
to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its
sole judgment reasonably exercised in good faith, that
Travelers has suffered a material adverse change in its
business or financial condition or is the subject of material
adverse publicity and such material adverse change or material
adverse publicity will have a material adverse impact upon the
business and operation of the Fund, the Fund shall notify
Travelers in writing of such determination and its intent to
terminate this Agreement, and after considering the actions
taken by Travelers and any other changes in circumstances
since the giving of such notice, such determination of the
Fund shall continue to apply on the sixtieth (60th)
<PAGE> 10
day following the giving of such notice, which sixtieth day
shall be the effective date of termination:
f. Upon termination of the Management Agreement between the Fund
and Wells Fargo Nikko Investment Advisors or its successors
unless Travelers specifically approves the selection of a new
Fund manager. The Fund shall promptly furnish notice of such
termination to Travelers;
g. In the event the Fund's shares are not registered, issued or
sold in accordance with applicable federal law, or such law
precludes the use of such shares as the underlying investment
medium of Contracts issued or to be issued by Travelers.
Termination shall be effective immediately upon such
occurrence without notice;
h. At the option of the Fund, if the Contracts are not
registered, issued or sold in accordance with applicable
federal law; or
I. Upon assignment of this-Agreement, unless made with the
written consent of the non-assigning party.
Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or
10.2h herein shall not affect the operation of Article V of this
Agreement. Any termination of this Agreement shall not affect the
operation of Article IX of this Agreement.
ARTICLE XI
AMENDMENTS
11.1 Any other changes in the terms of this Agreement shall be made by
agreement in writing between Travelers and Fund.
ARTICLE XII
NOTICE
12.1 Each notice required by this Agreement shall be given by certified
mail, return receipt requested, to the appropriate parties at the
following addresses:
Travelers: The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
Attn: William D. Wilcox
Fund: The Travelers Series Trust
One Tower Square
Hartford, CT 06183
Attn: Kathleen A. McGah
Notice shall be deemed to be given on the date of receipt by the
addresses as evidenced by the return receipt.
<PAGE> 11
ARTICLE XIII
MISCELLANEOUS
13.1 All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither
the Directors, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
ARTICLE XIV
LAW
14.1 This Agreement shall be construed in accordance with the internal laws
of the State of New York without giving effect to principles of
conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement (or
amendment thereto) to be duly executed and attested as of the date first above
written.
Company:
THE TRAVELERS INSURANCE COMPANY, on
behalf of itself and its affiliate,
Travelers Life and Annuity Company,
By its authorized officer,
Attest /s/William D. Wilcox
William D. Wilcox
THE TRAVELERS SERIES TRUST:
By its authorized officer,
/s/Kathleen A. McGah
Attest Kathleen A. McGah
<PAGE> 12
Schedule A:
<TABLE>
<CAPTION>
DATE THE SEPARATE ACCOUNT WAS ESTABLISHED
BY TRAVELERS INSURANCE COMPANY (TIC) OR
NAME OF ACCOUNT TRAVELERS LIFE AND ANNUITY COMPANY (TLAC)
--------------- ------------------------------------------
<S> <C>
1. The Travelers Fund U for Variable Annuities September 2, 1982 (TIC)
2. The Travelers Fund UL November 10, 1983 (TIC)
3. The Travelers Fund UL II October 17, 1995 (TLAC)
4. The Travelers Fund VA for Variable Annuities August 18, 1994 (TIC)
5. The Travelers Separate Account QP December 26, 1995 (TIC)
6. The Travelers Separate Account Two
for Variable Life Insurance October 16, 1996 (TLAC)
7. The Travelers Separate Account Four
for Variable Life Insurance October 16, 1996 (TIC)
8. The Travelers Fund ABD for Variable Annuities October 17, 1995 (TIC)
9. The Travelers Fund ABD II for Variable Annuities October 17, 1995 (TLAC)
</TABLE>
