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TRAVELERS VARIABLE LIFE
[ARTWORK]
Contract Prospectus
July 3, 2000
Capital Appreciation Fund
Managed Assets Trust
Money Market Portfolio
Travelers Series Trust
Travelers Life & Annuity [LOGO]
A member of citigroup
The Travelers Insurance Company and its Affiliates, One Tower Square, Hartford,
Connecticut 06183 - Telephone:(800) 334-4298
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PROSPECTUS
This Prospectus describes The Travelers Variable Life, an individual variable
universal (flexible premium) life insurance Policy (the "Policy") offered by The
Travelers Life and Annuity Company (the "Company"). A Policy Owner may choose
the amount of life insurance coverage desired with a minimum Stated Amount of
$50,000. The premium payment may be allocated by the Policy Owner to one or more
of the variable funding options (the "Investment Options").
During the Policy's Right to Cancel Period, the Applicant may return the Policy
to the Company for a refund. The Right to Cancel Period expires on the latest of
ten days after you receive the Policy, ten days after we mail or deliver to you
a written Notice of Right to Cancel, or 45 days after the Applicant signs the
application for insurance (or later if state laws requires).
There is no guaranteed minimum Cash Value for a Policy. The Cash Value of the
Policy will vary to reflect the investment performance of the Investment Options
to which you have directed your premium payments. You bear the investment risk
under the policy. The Cash Value is reduced by the various fees and charges
assessed under the Policy, as described in this Prospectus. The Policy will
remain in effect for as long as the Cash Surrender Value can pay the monthly
Policy charges (subject to the Grace Period provision), or for a longer period
as may be provided under the Lapse Protection Guarantee Rider.
We offer two death benefits under the Policy -- the "Level Option" and the
"Variable Option." Under either option, the death benefit will never be less
than the Amount Insured (less any outstanding Policy loans or Monthly Deduction
Amounts due and unpaid). You choose one at the time you apply for the Policy,
however you may change the death benefit option, subject to certain conditions.
This Policy may be or become a modified endowment Policy under federal tax law.
If so, any partial withdrawal, Policy surrender or loan may result in adverse
tax consequences or penalties.
REPLACING EXISTING INSURANCE WITH THIS POLICY MAY NOT BE TO YOUR ADVANTAGE.
EACH OF THE INVESTMENT OPTION PROSPECTUSES ARE INCLUDED WITH THE PACKAGE
CONTAINING THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
VARIABLE LIFE INSURANCE POLICIES ARE NOT DEPOSITS OF ANY BANK AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR ANY OTHER
GOVERNMENT AGENCY.
THE DATE OF THIS PROSPECTUS IS JULY 3, 2000.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Glossary of Special Terms............. 3
Prospectus Summary.................... 5
General Description................... 10
How the Policy Works.................. 10
Beneficiary......................... 10
Applying Premium Payments........... 10
The Investment Options................ 11
Policy Benefits and Rights............ 14
Transfers of Cash Value............. 14
Telephone Transfers................. 14
Automated Transfers................. 14
Dollar-Cost Averaging............ 14
Portfolio Rebalancing............ 15
Lapse and Reinstatement............. 15
Additional Insurance Benefits....... 15
Lapse Protection Guarantee Rider.... 15
Exchange Rights..................... 16
Right to Cancel..................... 16
Access to Cash Values................. 16
Policy Loans........................ 16
Cash Value and Cash Surrender
Value............................ 17
Death Benefit......................... 17
Payment of Proceeds.............. 19
Payment Options.................. 19
Maturity Benefits..................... 20
Coverage Extension Rider......... 20
Maturity Extension Rider......... 20
Charges and Deductions................ 20
General.......................... 20
Charges Against Premium............. 21
Front-End Sales Charge........... 21
State Premium Tax Charge......... 21
DAC Charge....................... 21
Monthly Deduction Amount............ 21
Cost of Insurance Charge......... 21
Administrative Expense Charge.... 22
Charges for Supplemental Benefit
Provisions..................... 22
Charges Against the Separate
Account.......................... 22
Mortality and Expense Risk
Charge......................... 22
Underlying Fund Fees................ 22
Surrender Charges................... 22
Transfer Charge..................... 23
Reduction or Elimination of
Charges.......................... 23
The Separate Account and Valuation.... 23
The Travelers Fund UL II for
Variable Life Insurance (Fund UL
II).............................. 23
How the Cash Value Varies........... 23
Accumulation Unit Value............. 24
Net Investment Factor............... 24
Changes to the Policy................. 24
General............................. 24
Changes in Stated Amount............ 25
Changes in Death Benefit Option..... 25
Additional Policy Provisions.......... 25
Assignment.......................... 25
Limit on Right to Contest & Suicide
Exclusion........................ 25
Misstatement as to Sex and Age...... 26
Voting Rights....................... 26
Other Matters......................... 26
Statements to Policy Owners......... 26
Suspension of Valuation............. 26
Dividends........................... 26
Mixed and Shared Funding............ 26
Distribution........................ 27
Legal Proceedings and Opinion....... 27
Experts............................. 27
Federal Tax Considerations............ 27
General............................. 27
Tax Status of the Policy............ 28
Definition of Life Insurance..... 28
Diversification.................. 28
Investor Control................. 28
Tax Treatment of Policy Benefits.... 29
In General....................... 29
Modified Endowment Contracts..... 29
Exchanges........................ 30
Aggregation of Modified Endowment
Contracts...................... 30
Policies which are not Modified
Endowment Contracts............ 30
Treatment of Loan Interest....... 31
The Company's Income Taxes....... 31
The Company........................... 31
IMSA................................ 31
Management............................ 32
Directors of The Travelers Life and
Annuity Company.................. 32
Senior Officers of The Travelers
Life and Annuity Company......... 33
Example of Policy Charges............. 33
Illustrations......................... 34
Performance Information............... 36
Appendix A............................ A-1
Financial Statements of the Separate
Account
Financial Statements of the Company
</TABLE>
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GLOSSARY OF SPECIAL TERMS
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The following terms are used throughout the Prospectus, and have the indicated
meanings:
ACCUMULATION UNIT -- a standard of measurement used to calculate the values
allocated to the Investment Options.
BENEFICIARY(IES) -- the person(s) named to receive the benefits of this Policy
at the Insured's death.
CASH SURRENDER VALUE -- the Cash Value less any outstanding Policy loan and
surrender charges.
CASH VALUE -- the current value of Accumulation Units credited to each of the
Investment Options available under the Policy, 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.
DEDUCTION DATE -- the day in each Policy Month on which the Monthly Deduction
Amount is deducted from the Policy's Cash Value.
INSURED -- the person on whose life the Policy is issued.
INVESTMENT OPTIONS -- the segments of the Separate Account or Portfolio to which
you may allocate premiums or Cash Value under Fund UL II.
ISSUE DATE -- the date on which the Policy is issued by the Company for delivery
to the Policy Owner.
LAPSE PROTECTION GUARANTEE RIDER -- a rider which provides that the Policy will
not lapse if a required amount of premium is paid. (Not available in all
states.)
LAPSE PROTECTION PREMIUM -- an amount shown on the Policy Summary page, the
cumulative amount of which must be paid in order for the Lapse Protection
Guarantee to be in effect.
LOAN ACCOUNT -- an account in the Company's general account to which we transfer
the amount of any Policy loan, and to which we credit and charge a fixed rate of
interest.
MATURITY DATE -- The anniversary of the Policy Date on which the Insured is age
100.
MINIMUM AMOUNT INSURED -- the amount of Death Benefit required to qualify this
Policy as life insurance under federal tax law.
MONTHLY DEDUCTION AMOUNT -- the amount of charges deducted from the Policy's
Cash Value which includes cost of insurance charges, administrative charges, and
any charges for supplemental benefits.
NET AMOUNT AT RISK -- an amount equal to the Death Benefit minus the Cash Value.
NET PREMIUM -- the amount of each premium payment applied to purchase
Accumulation Units under the Policy, less the deduction of sales expense
charges, premium tax charges, and Deferred Acquisition Cost Charge (DAC).
PLANNED PREMIUM -- the amount of premium which the Policy Owner chooses to pay
to the Company on a scheduled basis, and for which the Company will bill the
Policy Owner, either annually, semiannually or through automatic monthly
checking account deductions.
POLICY DATE -- the date on which the Policy, benefits and provisions of the
Policy become effective.
POLICY MONTH -- monthly periods computed from the Policy Date.
POLICY OWNER (YOU, YOUR OR OWNER) -- the person having rights to benefits under
the Policy during the lifetime of the Insured; the Policy Owner may or may not
be the Insured.
POLICY YEARS -- annual periods computed from the Policy Date.
SEPARATE ACCOUNT -- assets set aside by The Travelers Life and Annuity Company,
for this class of policies and certain policies, the investment experience of
which is kept separate from that of
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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 Policy Owner used to
determine the Death Benefit, or as may be increased or decreased as described in
this Prospectus.
UNDERLYING FUND -- the underlying mutual fund(s) that correspond to each
Investment Option. Each Investment Option invests directly in a Fund.
VALUATION DATE -- a day on which the Separate Account is valued. A Valuation
Date is any day on which the New York Stock Exchange is open for trading. The
value of Accumulation Units will be determined as of 4:00 p.m. Eastern time.
VALUATION PERIOD -- the period between the close of business on successive
Valuation Dates.
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PROSPECTUS SUMMARY
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WHAT IS FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE?
The Flexible Premium Variable Life Insurance Policy is designed to provide
insurance protection on the life of the Insured and to build Cash Value. Like
other life insurance it provides an income tax free death benefit that is
payable to the Beneficiary upon the Insured's death. Unlike traditional,
fixed-premium life insurance, the Policy allows you, as the owner, to allocate
your premium, or transfer Cash Value to various Investment Options. These
Investment Options include equity, bond, money market and other types of
portfolios. Your Cash Value may increase or decrease daily, depending on
investment return. There is no minimum amount guaranteed as it would be in a
traditional life insurance policy.
INVESTMENT OPTIONS: You have the ability to choose from a wide variety of
well-known Investment Options. These professionally managed stock, bond and
money market funding options cover a broad spectrum of investment objectives and
risk tolerance. Currently, the following Investment Options (subject to state
availability) are available under Fund UL II: (Funds offered may change)
<TABLE>
<S> <C>
Capital Appreciation Fund GREENWICH STREET SERIES FUND:
Dreyfus Stock Index Fund Equity Index Portfolio (Class I)
Managed Assets Trust Total Return Portfolio
Money Market Portfolio JANUS ASPEN SERIES:
Aggressive Growth Portfolio -- Service Shares
DEUTSCHE ASSET MANAGEMENT VIT TRUST: Global Technology Portfolio -- Service
EAFE Equity Index Fund Shares Worldwide Growth
Small Cap Index Fund Portfolio -- Service Shares
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND: TRAVELERS SERIES FUND, INC.:
Equity Income Portfolio -- Initial Class AIM Capital Appreciation Portfolio
Growth Portfolio -- Initial Class Alliance Growth Portfolio
High Income Portfolio -- Initial Class MFS Total Return Portfolio
Putnam Diversified Income Portfolio
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND Smith Barney High Income Portfolio
II: Smith Barney Large Capitalization Growth
Asset Manager Portfolio -- Initial Class Portfolio
Smith Barney Large Cap Value Portfolio
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUSTS: TRAVELERS SERIES TRUST:
Templeton Growth Securities Fund (Class 1) U.S. Government Securities Portfolio
Zero Coupon Bond Portfolio 2005
</TABLE>
Additional Investment Options may be added from time to time. For more
information see "The Investment Options." Refer to each Fund's prospectus for a
complete description of the investment objectives, restrictions and other
material information.
PREMIUMS: When applying for your Policy, you state how much you intend to pay,
and whether you will pay annually, semiannually or monthly via checking account
deductions. You may also make unscheduled premium payments in any amount. No
premium payments will be accepted if receipt of such premiums would disqualify
the Policy as life insurance under applicable federal tax laws.
You indicate on your application what percentage of each Net Premium you would
like allocated to the Investment Options. You may change your allocations by
writing to the Company or by calling 1-800-334-4298.
During the underwriting period, any premium paid will be held in a non-interest
bearing account. After the Issue Date, your Net Premium will be distributed to
each Investment Option in the percentages indicated on your application.
RIGHT TO EXAMINE POLICY: You may return your Policy for any reason and receive
either (depending on state law) a refund of premiums paid less any loans, or a
refund of cash value less
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any loans plus any charges that were deducted by mailing us the Policy and a
written request for cancellation within a specified period.
DEATH BENEFITS: At time of application, you select a death benefit option.
Under certain conditions you may be able to change the death benefit option at a
later date. The options available are:
- LEVEL OPTION (OPTION 1): the death benefit will be equal to the greater
of the Stated Amount or the Minimum Amount Insured.
- VARIABLE OPTION (OPTION 2): the death benefit will be equal to the
greater of the Stated Amount plus the Cash Value or the Minimum Amount
Insured.
POLICY VALUES: As with other types of non-term insurance policies, this Policy
will accumulate a Cash Value. The Cash Value of the Policy will increase or
decrease to reflect the investment experience of the Investment Options. Monthly
charges and any partial surrenders taken will also decrease the Cash Value.
There is no minimum guaranteed Cash Value.
- ACCESS TO POLICY VALUES: You may borrow against your Policy's Cash
Surrender Value. The maximum loan amount allowable is 100% of the Cash
Value, less surrender penalties.
You may cancel all or a portion of your Policy while the Insured is living and
receive all or a portion of the Cash Surrender Value. Depending on the amount of
time the Policy has been in force, there may be a charge for the partial or full
surrender.
TRANSFERS OF POLICY VALUES: You may transfer all or a portion of your Cash
Value among the Investment Options. You may do this by writing to the Company or
calling 1-800-334-4298.
You can use automated transfers to take advantage of dollar cost
averaging -- investing a fixed amount at regular intervals. For example, you
might have a set amount transferred from a relatively conservative Investment
Option to a more aggressive one, or to several others.
LAPSE PROTECTION GUARANTEE RIDER: This Rider allows for your Policy to remain
in effect until the Insured's death. You are required to pay at least the
cumulative applicable Lapse Protection Premium displayed on your Policy Summary
page. Any loans or partial surrenders are deducted from premium paid to
determine if the Lapse Protection Guarantee is in effect.
GRACE PERIOD: If the Cash Surrender Value of your Policy becomes less than the
amount needed to pay the Monthly Deduction Amount, and the Lapse Protection
Guarantee Rider is not in effect, you will have 61 days to pay a premium that is
sufficient to cover the Monthly Deduction Amount. If the premium is not paid,
your Policy will lapse.
EXCHANGE RIGHTS: During the first two Policy Years, you can exchange this
Policy for one that provides benefits that do not vary with the investment
return of the Investment Options.
TAX CONSEQUENCES: Currently, the federal tax law excludes all Death Benefit
payments from the gross income of the Beneficiary. At any point in time, the
Policy may become a modified endowment contract ("MEC"). A MEC has an
income-first taxation of all loans, pledges, collateral assignments or partial
surrenders. A 10% penalty tax may be imposed on such income distributed before
the Policy Owner attains age 59 1/2. The Company has established safeguards for
monitoring whether a Policy may become a MEC.
CHARGES AND DEDUCTIONS: Your Policy is subject to the following charges, which
compensate the Company for administering and distributing the Policy, as well as
paying Policy benefits and assuming related risks. These charges are summarized
below, and explained in detail under "Charges and Deductions."
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POLICY CHARGES:
- SALES AND PREMIUM EXPENSE CHARGES -- A sales charge, a premium tax
charge, and a Deferred Acquisition Cost ("DAC") charge are applied to
each premium.
<TABLE>
<CAPTION>
TOTAL
PREMIUM
STATED SALES PREMIUM EXPENSE
AMOUNT CHARGE TAX DAC CHARGE
------------------- ------ ------- ------- -------
<S> <C> <C> <C> <C>
$50,000 - $4,999,999 1.50% 2.25% 1.25% 5.0%
$5,000,000+ 0 2.25% 1.25% 3.5%
</TABLE>
- MONTHLY DEDUCTION -- deductions taken from the value of your Policy each
month to cover cost of insurance charges, the monthly administrative
expense charges and charges for optional benefits.
The table for monthly administrative expense are per thousand of Stated
Amount charges that apply for the first three policy years and for three
years following any increases in the Stated Amount (excluding Cost of
Living Adjustments and increases in Stated Amounts due to Death Benefit
Option changes). There is no differentiation between these current and
guaranteed monthly administrative expense charges.
<TABLE>
<CAPTION>
ISSUE AGE CHARGE ISSUE AGE CHARGE
--------- ------ --------- ------
<S> <C> <C> <C>
0 - 46 0.08 53 - 55 0.12
47 - 48 0.09 56 - 57 0.13
49 - 50 0.10 58 - 59 0.14
51 - 52 0.11 60 - 85 0.15
</TABLE>
For policies with Stated Amounts of less than $100,000, there is an
additional $6 per month administrative charge until the Maturity Date.
- FULL SURRENDER CHARGE -- applies if you surrender your policy for its
full Cash Value or the Policy lapses, during the first 10 years or for 10
years after requesting an increase in coverage. The surrender charge is a
per thousand of stated amount charge.
For a male age 45 with a preferred nonsmoker underwriting class, the per
thousand surrender charges are as follows:
<TABLE>
<CAPTION>
YEAR 1 2 3 4 5 6 7 8 9 10
---- - - - - - - - - - --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Charges 7.18 6.46 5.74 5.03 4.31 3.59 2.87 2.15 1.44 0.72
</TABLE>
For a male age 85 with a standard smoker underwriting class, the per
thousand surrender charges are as follows:
<TABLE>
<CAPTION>
YEAR 1 2 3 4 5 6 7 8 9 10
---- - - - - - - - - - --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Full 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
</TABLE>
The per thousand surrender charges shall never exceed the amounts listed
above.
- PARTIAL SURRENDER CHARGE -- applies if you surrender part of the Cash
Value of your Policy.
For a male age 85 with a standard smoker underwriting class, the per
thousand surrender charges are as follows:
<TABLE>
<CAPTION>
YEAR 1 2 3 4 5 6 7 8 9 10
---- - - - - - - - - - --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Partial 22.86 20.57 20.32 18.28 13.72 11.43 9.14 6.85 4.57 2.28
</TABLE>
The per thousand surrender charges shall never exceed the amounts listed
above.
- TRANSFER CHARGE -- There is currently no charge for transfers. However,
the Company reserves the right to limit free transfers of Cash Value from
one investment Option to another by the Policy Owner to four times
(twelves times in New York) in any Policy Year, and to charge $10 for
each additional transfers.
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ASSET-BASED CHARGES:
- MORTALITY AND EXPENSE RISK CHARGE -- applies to the assets of the
Investment Options on a daily basis which equals an annual rate of .85%
for the first 15 years and .20% thereafter.
- UNDERLYING FUND FEES -- the separate account purchases shares of the
Underlying Funds on a net asset value basis. The shares purchased already
reflect the deduction of investment advisory fees and other expenses. The
fees are shown in the table below.
TRAVELERS VARIABLE LIFE
2000 FUND EXPENSES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
MANAGEMENT OTHER TOTAL
FEE EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUND NAME REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
Capital Appreciation Fund (Janus) 0.75% 0.08% 0.83%
Dreyfus Stock Index Fund 0.25% 0.01% 0.26%
Managed Assets Trust 0.50% 0.10% 0.60%
Money Market(1) 0.32% 0.08% 0.40%
DEUTCHE ASSET MANAGEMENT VIT TRUST:
EAFE Equity Index Fund(2) 0.26% 0.39% 0.65%
Small Cap Index Fund(2) 0.13% 0.32% 0.45%
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND:
Equity Income Portfolio Initial Class(4) 0.48% 0.08% 0.57%
Growth Portfolio Initial Class(4) 0.58% 0.07% 0.66%
High Income Portfolio Initial Class 0.58% 0.11% 0.69%
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
II:
Asset Manager Portfolio Initial Class(4) 0.53% 0.09% 0.63%
GREENWICH STREET SERIES FUND:
Equity Index Portfolio(7) 0.21% 0.07% 0.28%
Total Return Portfolio(8) 0.75% 0.04% 0.79%
JANUS ASPEN SERIES FUND:
Aggressive Growth(3) 0.65% 0.25% 0.02% 0.92%
Global Technology(3) 0.65% 0.25% 0.13% 1.03%
Worldwide Growth(3) 0.65% 0.25% 0.05% 0.95%
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST:
Templeton Growth Securities Fund(5) 0.83% 0.05% 0.88%
TRAVELERS SERIES FUND, INC.:
AIM Capital Appreciation Portfolio(6) 0.80% 0.04% 0.84%
Alliance Growth Portfolio(6) 0.80% 0.02% 0.82%
MFS Total Return Portfolio(6) 0.80% 0.04% 0.84%
Putnam Diversified Income Portfolio(6) 0.75% 0.08% 0.83%
Smith Barney High Income Portfolio(6) 0.60% 0.06% 0.66%
Smith Barney Large Cap Value(6) 0.65% 0.02% 0.67%
Smith Barney Large Cap Growth(6) 0.75% 0.11% 0.86%
TRAVELERS SERIES TRUST:
U.S. Govt Securities 0.32% 0.16% 0.48%
Zero Coupon Bond Portfolio 2005 0.10% 0.05% 0.15%
</TABLE>
(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with Travelers Insurance Company. Travelers has
agreed to reimburse the Portfolio for the amount by which its aggregate
expenses (including the management fee, but excluding brokerage commissions,
interest charges
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and taxes) exceeds 0.40%. Without such arrangement, Total Expenses would
have been 0.50% for the Money Market Portfolio.
(2) These fees reflect a voluntary expense reimbursement arrangement whereby the
Adviser has agreed to reimburse the funds. Without such arrangement, the
Management Fee, Other Expenses and Total Expenses for the Deutsche VIT EAFE
Equity Index Fund and Small Cap Index Fund would have been 0.45%, 0.69%, and
1.14% and 0.35%, 0.83%, and 1.18%, respectively. Effective April 2000, the
Trust's name was changed from BT Insurance Funds Trust to Deutsche Asset
Management VIT Funds.
(3) Expenses are based on the estimated expenses that the new Service Shares
Class of each Portfolio expects to incur in its initial fiscal year. All
expenses are shown without the effect of offset arrangements.
(4) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds,
or FMR on behalf of certain funds, custodian, credits realized as a result
of uninvested cash balances were used to reduce a portion of each applicable
fund 's expenses. With these reductions, the total operating expenses
presented in the table are 0.56% for Equity-Income Portfolio, 0.65% for
Growth Portfolio, and 0.62% for Asset Manager Portfolio.
(5) On 2/8/00, a merger and reorganization was approved to merge the assets of
Templeton Stock Fund into Templeton Global Growth Fund (which then changed
its name to Templeton Growth Securities Fund), effective 5/1/00. The above
table shows restated total expenses based upon the fees and assets of
Templeton Global Growth Fund as of 12/31/99, and not the assets of the
combined fund on 5/1/00. However, if the table reflected the combined
assets, the fund's expenses after 5/1/00 would be estimated as: Management
Fees 0.80%, Other Expenses 0.05%, and Total Annual Operating Expenses 0.85%.
The Fund's administration fee is paid indirectly through the management fee.
(6) Expenses are as of October 31, 1999 (the Fund's fiscal year end). There were
no fees waived or expenses reimbursed for these funds in 1999.
(7) The Portfolio Management Fee for Equity Index Portfolio includes 0.06% for
fund administration.
(8) The Portfolio Management Fee for the Total Return Portfolio includes 0.20%
for fund administration.
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GENERAL DESCRIPTION
--------------------------------------------------------------------------------
This prospectus describes an individual flexible premium variable life insurance
Policy offered by The Travelers Life and Annuity Company ("Company"). The policy
offers:
- Flexible premium payments (you select the timing and amount of the
premium)
- A selection of investment options
- A choice of two death benefit options
- Loans and partial withdrawal privileges
- The ability to increase or decrease the Policy's face amount of insurance
- Additional benefits through the use of optional riders
This Policy is both an insurance product and a security. The Policy is first and
foremost a life insurance Policy with death benefits, cash values and other
features traditionally associated with life insurance. The Policy is a security
because the Cash Value and, under certain circumstances, the Amount Insured, and
Death Benefit may increase or decrease depending on the investment experience of
the Investment Options chosen.
THE APPLICATION. In order to become a policy owner, you must submit an
application to the Company. You must provide evidence of insurability. On the
application, you will also indicate:
- the amount of insurance desired (the "Stated Amount"); minimum of $50,000
- your choice of the two death benefit options
- the beneficiary(ies), and whether or not the beneficiary is irrevocable
- your choice of investment options.
Our underwriting staff will review the application, and, if approved, we will
issue the Policy.
HOW THE POLICY WORKS
--------------------------------------------------------------------------------
You make premium payments and direct them to one or more of the available
investment options. The policy's Cash Value will increase or decrease depending
on the performance of the investment options you select. In the case of death
benefit option 2, the Death Benefit will also vary based on the investment
options' performance.
BENEFICIARY
The Applicant names the Beneficiary in the application for the Policy. The
Policy 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 Policy Owner, if living; otherwise, the Death Benefit will be paid to the
Policy Owner's estate.
Your Policy becomes effective once our underwriting staff has approved the
application and once the first premium payment has been made. The Policy Date is
the date we use to determine all policy charges, for example, the deduction
dates, policy months, policy years. The Policy Date may be before or the same
date as the Issue Date (the date the policy was issued). During the underwriting
period, any premium paid will be held in a non-interest bearing account. Your
policy will stay in effect as long as the policy's cash surrender value can pay
the policy's monthly charges (subject to state variations).
APPLYING PREMIUM PAYMENTS
We apply the first premium on the later of the Policy Date or the date we
receive it at our Home Office. During the Right to Cancel Period, we allocate
net premiums to the Investment Options selected by you (subject to state law).
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The investment options are segments of the separate account. They correspond to
underlying funds with the same names. The available investment options are
listed below.
We credit your policy with accumulation units of the investment option(s) you
have selected. We calculate the number of accumulation units by dividing your
net premium payment by each investment option's accumulation unit value computed
after we receive your payment.
THE INVESTMENT OPTIONS
--------------------------------------------------------------------------------
You may allocate premium payments to one or more of the available Investment
Options. The Investment Options currently available under the Policy may be
added, withdrawn or substituted as permitted by applicable state or federal law.
We would notify you before making such a change. Please read carefully the
complete risk disclosure in each Investment Option's prospectus before
investing. For more detailed information on the investment advisers and their
services and fees, please refer to the prospectuses for the Investment Options.
In addition, Travelers has entered into agreements with either the investment
adviser or distributor of certain of the underlying funds in which the adviser
or distributor pays us a fee for providing administrative services, which fee
may vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account.
The Investment Options currently available under Fund UL II are as follows:
<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
Capital Appreciation Fund Seeks growth of capital through the Travelers Asset Management
use of common stocks. Income is not an International Company LLC
objective. The Fund invests ("TAMIC")
principally in common stocks of small Subadviser: Janus Capital
to large companies which are expected Corp.
to experience wide fluctuations in
price in both rising and declining
markets.
Dreyfus Stock Index Fund Seeks to provide investment results Mellon Equity
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.
Managed Assets Trust Seeks high total investment return TAMIC
through a fully managed investment Subadviser: Travelers
policy in a portfolio of equity, debt Investment Management Company
and convertible securities. ("TIMCO")
Money Market Portfolio Seeks high current income from short- TAMIC
term money market instruments while
preserving capital and maintaining a
high degree of liquidity.
DEUTSCHE ASSET MANAGEMENT
VIT TRUST
EAFE Equity Index Fund Seeks to replicate, before deduction Bankers Trust Global
of expenses, the total return Investment Management
performance of the EAFE index.
Small Cap Index Fund Seeks to replicate, before deduction Bankers Trust Global
of expenses, the total return Investment Management
performance of the Russell 2000 index.
FIDELITY'S VARIABLE
INSURANCE PRODUCTS FUND
Equity Income Seeks reasonable income by investing Fidelity Management &
Portfolio -- Initial primarily in income-producing equity Research Company ("FMR")
Class securities; in choosing these
securities, the portfolio manager will
also consider the potential for
capital appreciation.
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
Growth Portfolio -- Seeks capital appreciation by purchas- FMR
Initial Class ing common stocks of well-known,
established companies, and small
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.
High Income Portfolio -- Seeks to obtain a high level of FMR
Initial Class current income by investing primarily
in high yielding, lower-rated,
fixed-income securities, while also
considering growth of capital.
FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND II
Asset Manager Seeks high total return with reduced FMR
Portfolio -- Initial risk over the long-term by allocating
Class its assets among stocks, bonds and
short-term fixed-income instruments.
FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST
Templeton Growth Seeks high current income by investing Templeton Global
Securities Fund primarily in debt securities of compa- Advisors Limited
(Class 1) nies, governments and government
agencies of various nations throughout
the world.
GREENWICH STREET
SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction TIMCO
of expenses, the total return
performance of the S&P 500 index.
Total Return Portfolio An equity portfolio that seeks to pro- SSB Citi Funds Management LLC
vide total return, consisting of ("SSBC")
long-term capital appreciation and
income. The Portfolio will invest
primarily in a diversified portfolio
of dividend-paying common stocks.
JANUS ASPEN SERIES
Aggressive Growth Seeks long-term capital growth by Janus Capital Corporation
Portfolio -- Service investing primarily in common stocks (Janus)
Shares selected for their growth potential,
normally investing at least 50% in the
equity assets of medium-sized
companies.
Worldwide Growth Seeks long-term growth of capital in a Janus
Portfolio -- Service manner consistent with the
Shares preservation of capital. It pursues
its objective by investing primarily
in common stocks of companies of any
size throughout the world. The
Portfolio normally invests in issuers
from at least five different coun-
tries, including the United States.
The Portfolio may at times invest in
fewer than five countries or even a
single country.
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
Global Technology Seeks long-term growth of capital. It Janus
Portfolio -- Service pursues its objective by investing
Shares primarily in equity securities of US
and foreign companies selected for
their growth potential. Normally, it
invests at least 65% of its total
assets in securities of companies that
the portfolio manager believes will
benefit significantly from advances or
improvements in technology.
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Seeks capital appreciation by Travelers Investment Adviser
Portfolio investing principally in common stock, ("TIA")
with emphasis on medium-sized and Subadviser: AIM Capital
smaller emerging growth companies. Management Inc.
Alliance Growth Portfolio Seeks long-term growth of capital by TIA
investing predominantly in equity Subadviser: Alliance Capital
securities of companies with a Management L.P.
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.
MFS Total Return Seeks to obtain above-average income TIA
Portfolio (compared to a portfolio entirely Subadviser: Massachusetts
invested in equity securities) Financial Services
consistent with the prudent employment
of capital. Generally, at least 40% of
the Portfolio's assets will be
invested in equity securities.
Putnam Diversified Income Seeks high current income consistent TIA
Portfolio with preservation of capital by Subadviser: Putnam Investment
allocating its investments among the Management, Inc.
following three sectors of the
fixed-income securities markets, a
U.S. Government Sector, a High Yield
Sector and an International Sector.
Smith Barney High Income Seeks high current income. Capital SSBC
Portfolio appreciation is a secondary objective.
The Portfolio will invest at least 65%
of its assets in high-yielding
corporate debt obligations and
preferred stock.
Smith Barney Large Cap Seeks current income and long-term SSBC
Value Portfolio growth of income and capital by
investing primarily, but not
exclusively, in common stocks.
Smith Barney Large Seeks long-term growth of capital by SSBC
Capitalization Growth investing primarily in equity
Portfolio securities of companies with large
market capitalization.
</TABLE>
13
<PAGE> 15
<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
TRAVELERS SERIES TRUST
U.S. Government Seeks to select investments from the TAMIC
Securities Portfolio point of view of an investor concerned
primarily with highest credit quality,
current income and total return. The
assets of the U.S. Government Securi-
ties Portfolio will be invested in
direct obligations of the United
States, its agencies and
instrumentalities.
Zero Coupon Bond Fund Seeks to provide as high an investment TAMIC
Portfolio Series 2005 return as consistent with the
preservation of capital investing in
primarily 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 Policy Owners
who do not plan to have their premiums
invested in shares of the Portfolios
for the long term or until maturity.
</TABLE>
POLICY BENEFITS AND RIGHTS
--------------------------------------------------------------------------------
TRANSFERS OF CASH VALUE
As long as the Policy remains in effect, you may make transfers of Cash Value
between Investment Options. We reserve the right to restrict the number of free
transfers to four times (twelve times in New York) in any Policy Year and to
charge $10 for each additional transfer; however, there is currently no charge
for transfers.
We calculate the number of Accumulation Units involved using the Accumulation
Unit Values we calculate at the end of the business day on which we receive the
transfer request.
TELEPHONE TRANSFERS
The Policy Owner may make the request in writing by mailing such request to the
Company at its Home Office, or by telephone (if an authorization form is on
file) by calling 1-800-334-4298. The Company will take reasonable steps to
ensure that telephone transfer requests are genuine. These steps may include
seeking proper authorization and identification prior to processing telephone
requests. Additionally, the Company will confirm telephone transfers. Any
failure to take such measures may result in the Company's liability for any
losses due to fraudulent telephone transfer requests.
AUTOMATED TRANSFERS
DOLLAR-COST AVERAGING
You may establish automated transfers of Policy Values on a monthly or quarterly
basis from any Investment Option(s) to any other Investment Option(s) through
written request or other method acceptable to the Company. You must have a
minimum of $5,000 in the fund from which amounts will be transferred out of 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
14
<PAGE> 16
Policy. 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 Policy Value, Policy Owners should consider
the risks involved in switching between investments available under this Policy.
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.
PORTFOLIO REBALANCING
You may elect to have the Company periodically reallocate values in your policy
to match your original (or your latest) funding option allocation request.
LAPSE AND REINSTATEMENT
Except as provided below under "Lapse Protection Guarantee Rider", the Policy
will remain in effect until the Cash Surrender Value of the Policy can no longer
cover the Monthly Deduction Amount. If this happens we will notify you in
writing that if the amount shown in the notice is not paid within 61 days (the
"Grace Period"), the Policy may lapse. The amount shown will be enough to pay
the deduction amount due. The Policy will continue through the Grace Period, but
if no payment is received by us, it will terminate at the end of the Grace
Period. If the person Insured under the Policy dies during the Grace Period, the
Death Benefit payable will be reduced by the Monthly Deduction Amount due plus
the amount of any outstanding loan. (See "Death Benefit," below.)
If the Policy lapses, you may reinstate the Policy by paying the reinstatement
premium (and any applicable charges) shown in the Policy. You may request
reinstatement within three years of lapse (unless a different period is required
under applicable state law). Upon reinstatement, the Policy's Cash Value will be
equal to the amount provided by the Net Premium. In addition, the Company
reserves the right to require satisfactory evidence of insurability.
ADDITIONAL INSURANCE BENEFITS (RIDERS)
Subject to certain requirements, there are ten riders which may be added to your
base Policy including the primary insured term, spouse term, child term,
accidental death benefit, cost of living adjustment, waiver of deduction amount,
specified amount payment and lapse protection guarantee rider. The last rider is
described below. The Coverage Extension Rider and the Maturity Extension Rider
are described in the "Maturity Benefits" section. There may be additional costs
associated with these riders. Depending on your circumstances, it may be less
costly to purchase more Death Benefit Coverage under the primary insured term
rider than under the base variable policy.
LAPSE PROTECTION GUARANTEE RIDER
You may elect to have a Lapse Protection Guarantee Rider added to the Policy at
issue (provided that the Insured meets all underwriting requirements for this
Rider). The Lapse Protection Guarantee Rider benefit provides that if during the
lifetime of the Insured the total premiums paid under the Policy, less any Loan
Account Value and partial surrenders, equal or exceed the cumulative applicable
Lapse Protection Premium shown on the Policy Summary Page of the Policy, a Lapse
Protection Guarantee will be in effect. (This feature may be included in the
base policy in some jurisdictions and may not be available in all
jurisdictions.) This rider provides that the Policy will not lapse during the
next Policy Month even if the Cash Surrender Value is insufficient to pay the
Monthly Deduction Amount due. The Lapse Protection Premium will change if the
Policy Owner makes a change in the Stated Amount or adds or eliminates
supplemental benefit riders under the Policy. In such event, the Company will
send the Policy Owner notice of the new applicable Lapse Protection Premium
which must be met in order for the guarantee to remain in effect. The lapse
protection premium requirement increases after the 10th policy year.
15
<PAGE> 17
EXCHANGE RIGHTS
Once the Policy is in effect, it may be exchanged during the first 24 months for
a form of non-variable permanent individual life insurance policy issued by the
Company (or an affiliated company, if allowed by state law) on the life of the
Insured. Benefits under the new life insurance policy will be as described in
that policy. No evidence of insurability will be required. You have the right to
select the same Death Benefit or Net Amount At Risk as the former Policy at the
time of exchange. Cost of insurance rates will be based on the same risk
classification as those of the former Policy. Any outstanding Policy loan must
be repaid before we will make an exchange. In addition, there may be an
adjustment for the difference in Cash Value between the two Policies.
RIGHT TO CANCEL
An Applicant may cancel the Policy by returning it via mail or personal delivery
to the Company or to the agent who sold the Policy. The Policy must be returned
by the latest of:
(1) 10 days after delivery of the Policy to you
(2) 45 days of completion of the Policy application
(3) 10 days after the Notice of Right to Cancel has been mailed or
delivered to the Applicant whichever is latest, or
(4) later if required by state law.
We will refund either (depending on state law) any premiums paid less any loans,
or the Cash Value of the Policy on the date we receive the returned Policy, plus
any charges that were deducted, less any Loan Account Value.
We will make the refund within seven days after we receive your returned policy.
ACCESS TO CASH VALUES
--------------------------------------------------------------------------------
POLICY LOANS
A Policy Owner may obtain a cash loan from the Company secured by the Policy not
to exceed 100% of the Policy's Cash Value (determined on the day on which the
Company receives the written loan request), less any surrender penalties.
Subject to state law, no loan requests may be made for amounts of less than
$500.
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 Policy Owner. During the first fifteen
(15) Policy Years, the full Loan Account Value will be charged an annual
interest rate of 5.66% (7.4% in NY & MA); thereafter 4.76% (6.54% in NY & MA)
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 Investment Options attributable to the Policy
(unless the Policy 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 New York and Massachusetts) and will
not be affected by the investment performance of the Investment Options. 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 Investment Options applicable to the Policy (unless the Policy Owner
states otherwise). The Company will make the loan to the Policy Owner within
seven days after receipt of the written loan request.
16
<PAGE> 18
An outstanding loan amount decreases the Cash Surrender Value. If a loan is
taken or a loan is not repaid, it permanently decreases the Cash Surrender
Value, which could cause the Policy to lapse (see "Lapse and Reinstatement.")
For example, if a Policy has a Cash Surrender Value of $10,000, the Policy Owner
may take a loan of 100% or $10,000, leaving a new Cash Surrender Value of $0.00.
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 Policy Owner was
not credited with the investment experience of an Investment Option on the
amount in the Loan Account while the loan was outstanding. All or any part of a
loan secured by a Policy may be repaid while the Policy is still in effect.
CASH VALUE AND CASH SURRENDER VALUE
The Cash Value of a Policy 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 Investment Options, 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 Policy is related to the net asset value of the
Investment Options to which premium payments on the Policy have been allocated.
The Cash Value on any Valuation Date is calculated by multiplying the number of
Accumulation Units credited to the Policy in each Investment Options as of the
Valuation Date by the current Accumulation Unit Value of that Investment Option,
then adding the collective result for each of the Investment Options credited to
the Policy, and finally adding the value (if any) of the Loan Account. A Policy
Owner may withdraw Cash Value from the Policy, or transfer Cash Value among the
Investment Options, on any day that the Company is open for business.
As long as the Policy is in effect, a Policy Owner may elect, without the
consent of the Beneficiary (provided the designation of Beneficiary is not
irrevocable), to surrender the Policy and receive its "Cash Surrender Value";
i.e., the Cash Value of the Policy determined as of the day the Company receives
the Policy Owner's written request, less any outstanding Policy loan, and less
any applicable Surrender Charges. For full surrenders, the Company will pay the
Cash Surrender Value of the Policy within seven days following its receipt of
the written request, or on the date requested by the Policy Owner, whichever is
later. The Policy will terminate on the date of the Company's receipt of the
written request, or on the date the Policy 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
amount requested to be surrendered minus any applicable Surrender Charges. The
deduction from Cash Value for a partial surrender will be made on a pro rata
basis against the Cash Value of each of the Investment Options attributable to
the Policy (unless the Policy Owner states otherwise in writing).
In addition to reducing the Cash Value of the Policy, partial cash surrenders
will reduce the Death Benefit payable under the Policy. Under Option 1, the
Stated Amount of the Policy 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 Policy to record such reduction.
DEATH BENEFIT
--------------------------------------------------------------------------------
The Death Benefit under the Policy is the amount paid to the Beneficiary upon
the Insured's death. The Death Benefit will be reduced by any outstanding
charges, fees and Policy loans. All or part of the Death Benefit may be paid in
cash or applied to one or more of the payment options described in the following
pages.
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<PAGE> 19
You may elect one of two Death Benefit options. As long as the Policy remains in
effect, the Company guarantees that the Death Benefit under either option will
be at least the current Stated Amount of the Policy less any outstanding Policy
loan and unpaid monthly Deduction Amount due. The Death Benefit under either
option may vary with the Cash Value of the Policy. Under Option 1 (the "Level
Option"), the Death Benefit will be equal to the Stated Amount of the Policy 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 Policy 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 Policy as a
life insurance Policy under the current federal tax law. Under that law, the
Minimum Amount Insured equals a stated percentage of the Policy's Cash Value
determined as of the first day of each Policy Month. The percentages differ
according to the attained age of the Insured. The Minimum Amount Insured is set
forth in the Policy and may change as federal income tax laws or regulations
change. The following is a schedule of the applicable percentages. For attained
ages not shown, the applicable percentages will decrease evenly:
<TABLE>
<CAPTION>
ATTAINED AGE PERCENTAGE
------------ ----------
<S> <C>
0-40 250
45 215
50 185
55 150
60 130
65 120
70 115
75 105
95+ 100
</TABLE>
Federal tax law imposes another cash funding limitation on cash value life
insurance Policies that may increase the Minimum Amount Insured shown above.
This limitation known as the "guideline premium limitation," generally applies
during the early years of variable universal life insurance Policies.
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 Policy. The 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 Policy loan.
OPTION 1 -- "LEVEL" DEATH BENEFIT
STATED AMOUNT: $50,000
In the following examples of an Option 1 "Level" Death Benefit, the Death
Benefit under the Policy is generally equal to the Stated Amount of $50,000.
Since the Policy is designed to qualify as a life insurance Policy, 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 Policy equals $10,000, the Minimum Amount
Insured would be $25,000 ($10,000 x 250%). Since the Death Benefit in the Policy
is the greater of the Stated Amount ($50,000) or the Minimum Amount Insured
($25,000), the Death Benefit would be $50,000.
EXAMPLE TWO. If the Cash Value of the Policy 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).
18
<PAGE> 20
OPTION 2 -- "VARIABLE" DEATH BENEFIT
STATED AMOUNT: $50,000
In the following examples of an Option 2 "Variable" Death Benefit, the Death
Benefit varies with the investment experience of the applicable Investment
Options and will generally be equal to the Stated Amount plus the Cash Value of
the Policy (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 Policy 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 Policy 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).
PAYMENT OF PROCEEDS
Death Benefits are payable within seven days after we receive satisfactory proof
of the Insured's death. The amount of Death Benefit paid may be adjusted to
reflect any Policy loan, any material misstatements in the Policy application as
to age or sex of the Insured, and any amounts payable to an assignee under a
collateral assignment of the Policy. (See "Assignment.")
Subject to state law, if the Insured commits suicide within two years following
the Issue Date, limits on the amount of Death Benefit paid will apply. (See
"Limit on Right to Contest and Suicide Exclusion.") In addition, if the Insured
dies during the Grace Period then the Death Benefit actually paid to the Policy
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," for effects of
partial surrenders on Death Benefits.)
PAYMENT OPTIONS
We will pay policy proceeds in a lump sum, unless you or the Beneficiary select
one of the Company's payment options. We may defer payment of proceeds which
exceed the Death Benefit 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 we consent to a lesser amount.
Proceeds applied under an option will no longer be affected by the investment
experience of the Investment Options.
The following payment options are available under the Policy:
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
We will make any other arrangements for periodic payments as may be agreed upon.
If any periodic payment due any payee is less than $100, we may make payments
less often. If we have
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<PAGE> 21
declared a higher rate under an option on the date the first payment under an
option is due, we will base the payments on the higher rate.
MATURITY BENEFITS
--------------------------------------------------------------------------------
The Maturity Date is the anniversary of the Policy Date on which the Insured is
age 100. If the Insured is living on the Maturity Date, the Company will pay you
the Policy's Cash Value less any outstanding Policy loan or unpaid Deduction
Amount. You must surrender the Policy to us before we make a payment. After
payment, we will have no further obligation under the Policy.
COVERAGE EXTENSION RIDER
The Coverage Extension rider allows coverage to be extended beyond the Maturity
Date as long as there is Cash Value in the Contract. Upon request from the
owner, the Company will continue to keep the policy in force until the death of
the Insured or request for payment of the full cash surrender value, as defined
by this rider, prior to the death of the Insured. The death benefit will equal
the amount insured, less any outstanding loans. This Rider can be selected only
from the policy anniversary when the Insured is age 99 to the Maturity Date. Any
monthly deduction amounts due must be paid for this rider to take effect. There
is no charge for this rider, however, it is available only if the Insured's
Issue age is 80 or less.
MATURITY EXTENSION RIDER
When the Insured reaches age 99, and at any time during the twelve months
thereafter, you 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. If we receive such a request before the Maturity
Date and any past Monthly Deduction Amounts have been paid, the Policy will
continue until the earlier of the Insured's Death or the date on which you
request that the Policy terminate. When the Maturity Extension Benefit ends, a
Death Benefit consisting of the Cash Value less any Loan Account Value will be
paid. The Death Benefit is based on the experience of the Investment Options
selected 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. This rider is available for Issue Ages 81 to 85.
We intend that the Policy and the Maturity Extension Rider will 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.
CHARGES AND DEDUCTIONS
--------------------------------------------------------------------------------
GENERAL
We deduct the charges described below. The charges are for services and benefits
we provide, costs and expenses we incur, and risks we assume under the Policies.
Services and benefits we provide include:
- the ability for you to make withdrawals under the Policies;
- the ability for you to obtain a loan under the Policies;
- the death benefit paid on the death of the Insured;
- the available funding option and related programs (including dollar-cost
averaging and portfolio rebalancing);
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<PAGE> 22
- administration of the various elective options available under the
Policies; and
- the distribution of various reports to policy owners.
Costs and expenses we incur include:
- expenses associated with underwriting applications, increases in the
stated amount, and riders;
- losses associated with various overhead and other expenses associated
with providing the services and benefits provided by the Policies;
- sales and marketing expenses including commission payments to your sales
agent; and
- other costs of doing business.
Risks we assume include:
- that insureds may live for a shorter period of time than estimated
resulting in the payment of greater death benefits than expected; and
- that the costs of providing the services and benefits under the Policies
will exceed the charges deducted.
CHARGES AGAINST PREMIUM
FRONT-END SALES CHARGE
When we receive a Premium Payment, and before allocation of the payment among
the Investment Options, we deduct a front-end sales charge of 1.5% of premium
(waived if policy stated amount plus primary insured term benefit is at least
$5,000,000).
STATE PREMIUM TAX CHARGE
A charge of 2.25% of each premium payment will be deducted for state premium
taxes (tax chargeback in Oregon) (except for Policies 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 Policy Owner may pay a premium tax charge that is
higher or lower than the premium tax actually assessed or not assessed in his or
her jurisdiction.
DEFERRED ACQUISITION COST CHARGE
A charge of 1.25% of each premium payment will be deducted, which compensates
the Company for expenses associated with its federal income tax liability
relating to its receipt of premium.
The Company also reserves the right to charge the assets of each Investment
Option for a reserve for any income taxes payable by the Company on the assets
attributable to that Investment Option. (See "Federal Tax Considerations.")
MONTHLY DEDUCTION AMOUNT
We will deduct a Monthly Deduction Amount to cover certain charges and expenses
incurred in connection with the Policy. The Monthly Deduction Amount is deducted
pro rata from each of the Investment Options' values attributable to the Policy.
The amount is deducted on the first day of each Policy Month (the "Deduction
Date"), beginning on the Policy Date. The dollar amount of the Deduction Amount
will vary from month to month. The Monthly Deduction Amount consists of the Cost
of Insurance Charge, Policy Administrative Expense Charge and Charges for any
Supplemental Benefit Provision. These are described below:
COST OF INSURANCE CHARGE
The amount of the Cost of Insurance deduction depends on the amount of insurance
coverage on the date of the deduction and the current cost per dollar for
insurance coverage. The cost per
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dollar of insurance coverage varies annually and is based on issue age, policy
year, sex and risk class of the Insured.
ADMINISTRATIVE EXPENSE CHARGE
An administrative charge is deducted monthly from the Policy's Cash Value. This
charge consists of a per thousand charge for the first three Policy years and
for three years following any increases in the Stated Amount (excluding Cost of
Living Adjustments and increases in Stated Amounts due to Death Benefit Option
changes.) This charge is used to cover expenses associated with issuing the
Policy.
The charge varies by issue age and Stated Amount.
For policies with Stated amounts of less than $100,000, there is an additional
$6 per month administrative charge until the Maturity Date.
CHARGES FOR SUPPLEMENTAL BENEFIT PROVISIONS (RIDERS)
The Company will include a supplemental benefits charge in the Monthly Deduction
Amount if you have elected any supplemental benefit provision for which there is
a charge. The amount of this charge will vary depending upon the actual
supplemental benefits selected.
CHARGES AGAINST THE SEPARATE ACCOUNT
MORTALITY AND EXPENSE RISK CHARGE
We deduct a daily charge for mortality and expense risks. This charge is at an
annual rate of .85% for the first fifteen (15) Policy Years, and 0.20%
thereafter. This charge compensates us for various risks assumed, benefits
provided, and expenses incurred.
UNDERLYING FUND FEES
When you allocate money to the Investment Options, the Separate Account
purchases shares of the corresponding Underlying Funds at net asset value. The
net asset value reflects investment advisory fees and other expenses already
deducted. The investment advisory fees and other expenses paid by each of the
underlying Mutual Funds are described in the individual fund prospectuses for
the Investment Options and in the Policy prospectus summary. These are not
direct charges under the Policy; they are indirect because they affect each
Investment Option's accumulation unit value.
SURRENDER CHARGES
A Per Thousand of Stated Amount Surrender Charge is imposed on full and partial
surrenders, and applies only during the first ten Policy Years or the ten years
following an increase in Stated Amount (other than an increase for 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 original issue age, and
increases with the issue age of the Insured. 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.
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.
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This charge is designed to compensate the Company for administrative expenses
not covered by other administrative charges. This charge may be reduced or
eliminated when sales are made under certain arrangements. (See "Reduction or
Elimination of Charges" below.) The Per Thousand of Stated Amount surrender
charges are set forth in Appendix A.
TRANSFER CHARGE
There is currently no charge for transfers. The Company reserves the right to
limit free transfers of Cash Value from one Investment Option to another by the
Policy Owner to four times (twelve times in New York) in any Policy Year, and to
charge $10 for any additional transfers.
REDUCTION OR ELIMINATION OF CHARGES
We may offer the Policy 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. We may reduce or
eliminate the mortality and expense risk charge, sales or surrender charges and
administrative charges in such arrangements to reflect the reduced sales
expenses, administrative costs and/or mortality and expense risks expected as a
result of sales to a particular group.
We will not reduce or eliminate the withdrawal charge, mortality and expense
risk charge or the administrative charge if the reduction or elimination will be
unfairly discriminatory to any person.
THE SEPARATE ACCOUNT AND VALUATION
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THE TRAVELERS FUND UL II FOR VARIABLE LIFE INSURANCE (FUND UL II)
The Travelers Fund UL II for Variable Life Insurance was established on October
17, 1995 under the insurance laws of the state of Connecticut. It is registered
with the Securities and Exchange Commission ("SEC") as a unit investment trust
under the Investment Company Act of 1940. 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. You may access the
SEC's website (http://www.sec.gov) to view the entire Registration Statement.
This registration does not mean that the SEC supervises the management or the
investment practices or policies of the Separate Account.
The assets of Fund UL II are invested exclusively in shares of the Investment
Options. The operations of Fund UL II are also subject to the provisions of
Section 38a-433 of the Connecticut General Statutes which authorizes the
Connecticut Insurance Commissioner to adopt regulations under it. Under
Connecticut law, the assets of Fund UL II will be held for the exclusive benefit
of Policy Owners and the persons entitled to payments under the Policy. 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
Policy are general corporate obligations of the Company.
All investment income of and other distributions to each Investment Option are
reinvested in shares of corresponding underlying fund at net asset value. The
income and realized gains or losses on the assets of each Investment Option are
separate and are credited to or charged against the Investment Option without
regard to income, gains or losses from any other Investment Option or from any
other business of the Company. The Company purchases shares of the Fund in
connection with premium payments allocated according to the Policy Owners'
directions, and redeems Fund shares to meet Policy obligations. We will also
make adjustments in reserves, if required. The Investment Options are required
to redeem Fund shares at net asset value and to make payment within seven days.
HOW THE CASH VALUE VARIES. We calculate the Policy's Cash Value each day the
New York Stock Exchange is open for trading (a "valuation date"). A Policy's
Cash Value reflects a number of
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factors, including Premium Payments, partial withdrawals, loans, Policy charges,
and the investment experience of the Investment Option(s) chosen. The Policy's
Cash Value on a valuation date equals the sum of all accumulation units times
the unit value for each Investment Option chosen, plus the Loan Account Value.
The Separate Account purchases shares of the underlying funds at net asset value
(i.e., without a sales charge). The Separate Account receives all dividends and
capital gains distributions from each underlying fund, and reinvests in
additional shares of that fund. The Accumulation Unit Value reflects the
reinvestment of any dividends or capital gains distributions declared by the
underlying fund. The Separate Account will redeem underlying fund shares at
their net asset value, to the extent necessary to make payments under the
Policy.
In order to determine Cash Value, Cash Surrender Value, policy loans and the
number of Accumulation Units to be credited, we use the values calculated as of
the close of business on each valuation date we receive the written request, or
payment in good order, at our Home Office.
ACCUMULATION UNIT VALUE. Accumulation Units measure the value of the Investment
Options. The value for each Investment Option's Accumulation Unit is calculated
on each valuation date. The value equals the Accumulation Unit value for the
preceding valuation period multiplied by the underlying fund's Net Investment
Factor during the next Valuation Period. (For example, to calculate Monday's
valuation date price, we would multiply Friday's Accumulation Unit Value by
Monday's net investment factor.)
The Accumulation Unit Value may increase or decrease. The number of Accumulation
Units credited to your Policy will not change as a result of the Investment
Option's investment experience.
NET INVESTMENT FACTOR. For each Investment Option, the value of its
Accumulation Unit depends on the net rate of return for the corresponding
underlying fund. We determine the net rate of return at the end of each
Valuation Period (that is, the period of time beginning at 4:00 p.m. Eastern
time, and ending at 4:00 p.m. Eastern time on the next Valuation Date). The net
rate of return reflects the investment performance of the investment option,
includes any dividends or capital gains distributed, and is net of the Separate
Account charges.
CHANGES TO THE POLICY
--------------------------------------------------------------------------------
GENERAL
Once the policy is issued, you may make certain changes. Some of these changes
will not require additional underwriting approval; some changes will. Certain
requests must be made in writing, as indicated below:
WRITTEN CHANGES REQUIRING UNDERWRITING APPROVAL:
- increases in the stated amount of insurance;
- changing the death benefit from Option 1 to Option 2
WRITTEN CHANGES NOT REQUIRING UNDERWRITING APPROVAL:
- decreases in the stated amount of insurance
- changing the death benefit from Option 2 to Option 1
- changes to the way your premiums are allocated (Note: you can also make
these changes by telephone)
- changing the beneficiary (unless irrevocably named)
Written requests for changes should be sent to the Company's Home Office at One
Tower Square, Hartford, Connecticut, 06183. The Company's telephone number is
(860) 277-0111.
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CHANGES IN STATED AMOUNT
You may request in writing an increase (after the first policy year) or decrease
(after the second policy year) in the Policy's Stated Amount, 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 Policy may cause a cash
distribution that is includable in the gross income of the Policy Owner.
For increases in the Stated Amount, we may require a new application and
evidence of insurability as well as an additional premium payment. The effective
date of any increase will be shown on the new Policy Summary which we will send.
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 Policy
Administrative Charge and a Per Thousand of Stated Amount Surrender Charge
associated with a requested increase in Stated Amount. A proportional surrender
charge applies for requested decreases in Stated Amount. The charge is
determined by dividing the amount of the decrease by the total Stated Amount and
multiplying by the full surrender charge.
CHANGES IN DEATH BENEFIT OPTION
You may change the Death Benefit option by sending a written request to the
Company. There is no direct tax consequence of changing a Death Benefit option,
except as described under "Tax Treatment of Policy Benefits." However, the
change could affect future values of Net Amount At Risk, and with some Option 2
to Option 1 changes involving substantially funded Policies, there may be a cash
distribution which is included in your gross income. The cost of insurance
charge which is based on the Net Amount At Risk may be different in the future.
A change from Option 1 to Option 2 will not be permitted if the change results
in a Stated Amount of less than $50,000. A change from Option 1 to Option 2 is
also subject to underwriting. Contact your registered representative for more
information.
ADDITIONAL POLICY PROVISIONS
--------------------------------------------------------------------------------
ASSIGNMENT
The Policy 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.
LIMIT ON RIGHT TO CONTEST AND SUICIDE EXCLUSION
We may not contest the validity of the Policy after it has been in effect during
the Insured's lifetime for two years from the Issue Date. Subject to state law,
if the Policy 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 (subject to state law). 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 Policy 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 paid for such increase.
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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 Policy would have provided with the correct
information. A misstatement with regard to sex or age in a substantially funded
Policy may cause a cash distribution that is includable in whole or in part in
the gross income of the Policy Owner.
VOTING RIGHTS
The Company is the legal owner of the underlying fund shares. However, we
believe that when an underlying fund solicits proxies, we are required to obtain
from policy owners who have chosen those investment options instructions on how
to vote those shares. When we receive those instructions, we will vote all of
the shares we own in proportion to those instructions. This will also include
any shares we own on our own behalf. If we determine that we no longer need to
comply with this voting method, we will vote on the shares in our own right.
OTHER MATTERS
--------------------------------------------------------------------------------
STATEMENTS TO POLICY OWNERS
We will maintain all records relating to the Separate Account and the Investment
Options. At least once each Policy Year, we will send you a statement containing
the following information:
- the Stated Amount and the Cash Value of the Policy (indicating the number
of Accumulation Units credited to the Policy in each Investment Option
and the corresponding Accumulation Unit Value);
- the date and amount of each premium payment;
- the date and amount of each Monthly Deduction;
- the amount of any outstanding Policy loan as of the date of the
statement, and the amount of any loan interest charged on the Loan
Account;
- the date and amount of any partial cash surrenders and the amount of any
partial surrender charges or decrease charges;
- the annualized cost of any supplemental benefits purchased under the
Policy; and
- a reconciliation since the last report of any change in Cash Value and
Cash Surrender Value.
We will also send any other reports required by any applicable state or federal
laws or regulations.
SUSPENSION OF VALUATION
We reserve 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
("Exchange") is closed; (2) when trading on the Exchange is restricted; (3) when
the SEC determines that disposal of the securities held in the Underlying Funds
is not reasonably practicable or the value of the Investment Option's net assets
cannot be determined; or (4) during any other period when the SEC, by order, so
permits for the protection of security holders.
DIVIDENDS
No dividends will be paid under the Policy.
MIXED AND SHARED FUNDING
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
Investment Options simultaneously. This is called mixed funding. Certain funds
may be available to variable products of other companies not affiliated with
Travelers. This is called "shared funding." Although we -- and the funds -- do
not anticipate any disadvantages either to variable life insurance or to
variable annuity Policy Owners, the Investment Options' Boards of Directors
intend to monitor events to identify any material
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conflicts that may arise and to determine what action, if any, should be taken.
If any of the Investment Options' 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 Policy Owners would no longer have
the economies of scale resulting from a larger combined fund. Please consult the
prospectuses of the Investment Options for additional information.
DISTRIBUTION
The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. Any sales
representative or employee associated with a broker-dealer who sells the
Contracts will be qualified to sell variable life insurance under applicable
federal and state laws. Each broker-dealer is registered with the SEC under the
Securities Exchange Act of 1934, and all are members of the NASD. The Contract
is offered through both affiliated and non-affiliated broker-dealers.
The principal underwriter of the Contracts is CFBDS, Inc, 21 Milk Street,
Boston, MA. CFBDS is not affiliated with the Company or the Separate Account.
However, it is currently anticipated that Travelers Distribution LLC, an
affiliated broker-dealer, may become the principal underwriter for the Contracts
sometime in 2000.
The maximum commission payable by the Company for distribution to the
broker-dealer will not exceed 110% of the target premium and 6.5% of the excess
premium paid in the first contract year. The maximum commission payable will not
exceed 6.5% of the annual renewal premium paid in contract years 2-10, will not
exceed 4% of the annual renewal premium paid in contract years 11-15, and will
not exceed 2% of the annual premium paid after contract year 15. In addition,
Tower Square Securities, Inc, an affiliate of the Company, receives additional
incentive payments from the Company relating to its sale of the Contracts. From
time to time, the Company may pay or permit other promotional incentives, in
cash, credit or other compensation.
LEGAL PROCEEDINGS AND OPINION
There are no pending material legal proceedings affecting the Separate Account.
Legal matters in connection with the federal laws and regulations affecting the
issue and sale of the Contract described in this prospectus, as well as the
organization of the Company, its authority to issue variable life contracts
under Connecticut law and the validity of the forms of the variable life
contracts under Connecticut law, have been reviewed by the General Counsel of
the Company.
EXPERTS
The financial statements of Fund UL II as of December 31, 1999 and for the year
ended December 31, 1999 have been included herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of The Travelers Life and Annuity Company as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been included herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.
FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------
GENERAL
The following is a general discussion of the federal income tax considerations
relating to the Policies. This discussion is based upon the Company's
understanding of the federal income tax
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<PAGE> 29
laws as they are currently interpreted by the Internal Revenue Service ("IRS").
These laws are complex, and tax results may vary among individuals. A person
contemplating the purchase of or the exercise of elections under a Policy should
seek competent tax advice.
IT SHOULD BE UNDERSTOOD THAT THIS IS NOT AN EXHAUSTIVE DISCUSSION OF ALL TAX
QUESTIONS THAT MIGHT ARISE UNDER THE POLICIES. NO ATTEMPT HAS BEEN MADE TO
ADDRESS ANY FEDERAL ESTATE TAX OR STATE AND LOCAL TAX CONSIDERATIONS WHICH MAY
ARISE IN CONNECTION WITH A POLICY. FOR COMPLETE INFORMATION, A QUALIFIED TAX
ADVISOR SHOULD BE CONSULTED.
THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF ANY POLICY AND THE FOLLOWING
TAX DISCUSSION IS BASED ON THE COMPANY'S UNDERSTANDING OF FEDERAL INCOME TAX
LAWS AS THEY ARE CURRENTLY INTERPRETED. THE COMPANY CANNOT GUARANTEE THAT THOSE
LAWS OR INTERPRETATIONS WILL REMAIN UNCHANGED.
TAX STATUS OF THE POLICY
DEFINITION OF LIFE INSURANCE
Section 7702 of the Code sets forth a definition of a life insurance contract
for federal tax purposes. Guidance as to how Section 7702 is to be applied,
however, is limited. Although the Secretary of the Treasury (the "Treasury") is
authorized to prescribe regulations implementing Section 7702, and while
proposed regulations and other limited, interim guidance has been issued, final
regulations have not been adopted. If a Policy were determined not to be a life
insurance contract for purposes of Section 7702, such Policy would not provide
the tax advantages normally provided by a life insurance policy.
With respect to a Policy issued on the basis of a standard rate class, the
Company believes (largely in reliance on IRS Notice 88-128 and the proposed
regulations under Section 7702) that such a Policy should meet the Section 7702
definition of a life insurance contract. There is less guidance on the
application of the rules with respect to a Policy that is issued on a
substandard basis (i.e., a premium class involving higher than standard
mortality risk). Thus, it is not clear whether such a Policy would satisfy
Section 7702, particularly if the Policy Owner pays the full amount of premiums
permitted under the Policy.
The Company reserves the right to make changes in the Policy if such changes are
deemed necessary to attempt to assure its qualification as a life insurance
contract for tax purposes.
DIVERSIFICATION
Section 817(h) of the Code provides that separate account investments (or the
investments of a mutual fund, the shares of which are owned by separate accounts
of insurance companies) underlying the Policy must be "adequately diversified"
in accordance with Treasury regulations in order for the Policy to qualify as
life insurance. The Treasury Department has issued regulations prescribing the
diversification requirements in connection with variable contracts. The Separate
Account, through the Investment Options, intends to comply with these
requirements. Although the Company does not control the Investment Options, it
intends to monitor the investments of the Investment Options to ensure
compliance with the diversification requirements prescribed by the Treasury
Department.
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 accounts used to support their contract. In those circumstances, income
and gains from the separate account assets would be includable in the variable
contract owner's gross income each year. 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 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 Policy Owner), rather than the
insurance company, to be
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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 to which policyholders may direct their investments to particular
Investment Options 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 Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it determined that
the policy owners received the desired tax benefits because they were not owners
of separate account assets. For example, a Policy Owner of this Policy has
additional flexibility in allocating payments and cash values. These differences
could result in the Policy Owner being treated as the owner of the assets of the
Separate Account. 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 Policy as necessary to attempt to prevent the
Policy Owner from being considered the owner of a pro rata share of the assets
of the Separate Account.
The remaining tax discussion assumes that the Policy qualifies as a life
insurance contract for federal income tax purposes.
TAX TREATMENT OF POLICY BENEFITS
IN GENERAL
The Company believes that the proceeds and cash value increases of a Policy
should be treated in a manner consistent with a fixed-benefit life insurance
policy for federal income tax purposes. Thus, the Death Benefit under the Policy
should be excludable from the gross income of the Beneficiary.
In addition, the Policy Owner will generally not be deemed to be in constructive
receipt of the Cash Value, including increments thereof, until there is a
distribution. The tax consequences of distribution from, and loans taken from or
secured by, a Policy depend on whether the Policy is classified as a "Modified
Endowment Contract." However, whether a Policy is or is not a Modified Endowment
Contract, upon a complete surrender or lapse of a Policy or when benefits are
paid at a Policy's maturity date, if the amount received plus the amount of
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax.
Depending on the circumstances, the exchange of a Policy, a change in the
Policy's Death Benefit Option, a Policy loan, a partial withdrawal, a surrender,
a change in ownership, or an assignment of the Policy may have federal income
tax consequences. In addition, federal, state and local transfer, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Owner or beneficiary. Therefore, it is important to check
with a tax adviser prior to the purchase of a policy.
MODIFIED ENDOWMENT 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. A 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. A decrease to Stated Amount made in the first seven
years will cause a retest of the cumulative amount of premiums. Decreases made
after the first seven contract years are not considered a material change,
provided no other material changes have occurred prior. Tax
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regulations or other guidance will be needed to fully define those transactions
which are material changes. The Company has established safeguards for
monitoring whether a contract may become a modified endowment contract.
Loans and partial withdrawals from, as well as collateral assignments of,
Policies that are modified endowment contracts will be treated as distributions
to the Policy Owner for tax purposes. All pre-death distributions (including
loans, partial withdrawals and collateral assignments) from these Policies will
be included in gross income on an income-first basis to the extent of any income
in the Policy (the cash value less the Policy Owner's investment in the Policy)
immediately before the distribution.
The law also imposes a 10% penalty tax on pre-death distributions (including
loans, collateral assignments, partial withdrawals and complete surrenders) from
modified endowment contracts to the extent they are included in income, unless a
specific exception to the penalty applies. The penalty does not apply to amounts
which are distributed on or after the date on which the taxpayer attains age
59 1/2, because the taxpayer is disabled, or as substantially equal periodic
payments over the taxpayer's life (or life expectancy) or over the joint lives
(or joint life expectancies) of the taxpayer and his or her beneficiary.
Furthermore, if the loan interest is capitalized by adding the amount due to the
balance of the loan, the amount of the capitalized interest will be treated as
an additional distribution subject to income tax as well as the 10% penalty tax,
if applicable, to the extent of income in the Policy.
The Death Benefit of a modified endowment contract remains excludable from the
gross income of the Beneficiary to the extent described above in "Tax Treatment
of Policy Benefits." 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 Treatment of Policy Benefits."
EXCHANGES
Any Policy issued in exchange for a modified endowment contract will be subject
to the tax treatment accorded to modified endowment contracts. However, the
Company believes that any Policy received in exchange for a life insurance
contract that is not a modified endowment contract will generally not be treated
as a modified endowment contract if the face amount of the Policy is greater
than or equal to the death benefit of the policy being exchanged. The payment of
any premiums at the time of or after the exchange may, however, cause the Policy
to become a modified endowment contract. A prospective purchaser should consult
a qualified tax advisor before authorizing the exchange of his or her current
life insurance contract for a Policy.
AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS
In the case of a pre-death distribution (including a loan, partial withdrawal,
collateral assignment or complete surrender) from a Policy that is treated as a
modified endowment contract, a special aggregation requirement may apply for
purposes of determining the amount of the income on the Policy. Specifically, if
the Company or any of its affiliates issues to the same Policy Owner more than
one modified endowment contract within a calendar year, then for purposes of
measuring the income on the Policy with respect to a distribution from any of
those Policies, the income on the Policy for all those Policies will be
aggregated and attributed to that distribution.
POLICIES WHICH ARE NOT MODIFIED ENDOWMENT CONTRACTS
Unlike loans from modified endowment contracts, a loan from a Policy that is not
a modified endowment contract will be considered indebtedness of the Owner and
no part of a loan will constitute income to the Owner.
Pre-death distributions from a Policy that is not a modified endowment contract
will generally not be included in gross income to the extent that the amount
received does not exceed the Policy
30
<PAGE> 32
Owner's investment in the Policy. (An exception to this general rule may occur
in the case of a decrease or change that reduces the benefits provided under a
Policy in the first 15 years after the Policy is issued and that results in a
cash distribution to the Policy Owner. Such a cash distribution may be taxed in
whole or in part as ordinary income to the extent of any gain in the Policy.)
Further, the 10% penalty tax on pre-death distributions does not apply to
Policies that are not modified endowment contracts.
Certain changes to Policies that are not modified endowment contracts may cause
such Policies to be treated as modified endowment contracts. A Policy Owner
should therefore consult a tax advisor before effecting any change to a Policy
that is not a modified endowment contract.
TREATMENT OF LOAN INTEREST
If there is any borrowing against the Policy, the interest paid on loans may not
be tax deductible.
THE COMPANY'S INCOME TAXES
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 Investment Options 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.
THE COMPANY
--------------------------------------------------------------------------------
The Travelers Life and Annuity Company (the "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 non-participating
basis, and acts as 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 Policy Owners.
The Company is an indirect wholly owned subsidiary of Citigroup Inc. The
Company's principal executive offices are located at One Tower Square, Hartford,
Connecticut 06183, telephone number (860) 277-0111.
The Company is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut Commissioner of Insurance. 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, 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 Policies, as well as to various
federal and state securities laws and regulations.
IMSA
The Company is a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in its
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities. IMSA members have adopted policies and
procedures that demonstrate a commitment to honesty, fairness and integrity in
all customer contacts involving the sale and service of individual life
insurance and annuity products.
31
<PAGE> 33
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 Citigroup include, prior to December 31, 1993,
Primerica Corporation or its predecessors, and prior to October 8, 1998,
Travelers Group Inc.
<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION SINCE PRINCIPAL BUSINESS
----------------- -------- ------------------
<S> <C> <C>
George C. Kokulis.......... 1996 President and Chief Executive Officer since April
2000,
Director Executive Vice President (7/1999 to 3/2000), Senior
Vice President (1995-1999), Vice President (1993-1995)
of The Travelers Life and Annuity Company.
Glenn D. Lammey............ 2000 Executive Vice President since May 2000 and Chief
Director Financial Officer, Chief Accounting Officer and
Controller since March 2000 of The Travelers Life and
Annuity Company; Executive Vice President, Claim
Services (1997-2000), Senior Vice President, Corporate
(1996-1997) of Travelers Property Casualty Corp.; Vice
President (1988) and Chief Financial Officer (1992)
Personal Lines of The Travelers Insurance Company.
Marla Berman Lewitus....... 2000 Senior Vice President and General Counsel since August
Director 1999 of The Travelers Life and Annuity Company;
Associate General Counsel (11/98-7/99), Assistant
General Counsel (11/91-7/93) of Citigroup Inc.; Senior
Counsel (11/91-7/93) Primerica Corporation.
Katherine M. Sullivan...... 1996 Senior Vice President since May 1996 and General
Director Counsel from May 1996 to August 1999 of The Travelers
Life and Annuity Company; Senior Vice President and
General Counsel (1994-1996) Connecticut Mutual;
Special Counsel & Chief of Staff (1988-1994) Aetna
Life & Casualty.
Marc P. Weill*............. 1994 Senior Vice President-Investments since 1993 and Chief
Director Investment Officer since 1995 of The Travelers Life
and Annuity Company; Senior Vice President and Chief
Investment Officer of Citigroup Inc. since 1992; Vice
President (1990-1992), Primerica Corporation; Vice
President (1989-1990), Smith Barney Inc.
</TABLE>
---------------
* Principal business address: Citigroup Inc., 153 East 53rd St., New York, New
York 10043
32
<PAGE> 34
SENIOR OFFICERS OF THE TRAVELERS LIFE AND ANNUITY COMPANY
The following are the Senior Officers of The Travelers Life and Annuity Company,
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 INSURANCE COMPANY
---- -------------------------------
<S> <C>
Stuart Baritz........................ Senior Vice President
Barry Jacobson....................... Senior Vice President
Russell H. Johnson................... Senior Vice President
Glenn D. Lammey...................... Executive Vice President, Chief
Financial Officer, Chief Accounting
Officer and Controller
Marla Berman Lewitus................. Senior Vice President and General
Counsel
Brendan Lynch........................ Senior Vice President
Warren H. May........................ Senior Vice President
Kathleen A. Preston.................. Senior Vice President
Mary Jean Thornton................... Executive Vice President and
Chief Information Officer
David A. Tyson....................... Senior Vice President
F. Denney Voss....................... Senior Vice President
</TABLE>
Information relating to the management of the underlying funds is contained in
the applicable prospectuses.
EXAMPLE OF POLICY CHARGES
--------------------------------------------------------------------------------
The following chart illustrates the surrender charges and Monthly Deduction
Amounts that would apply under a Policy based on the assumptions listed below.
Surrender charges and Monthly Deductions 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, Issue Age 55
Preferred, Non-Smoker
Annual Premium: $30,000.00
Hypothetical Gross Annual Investment
Rate of Return: 8%
Face Amount: $1,000,000
Level Death Benefit Option
Current Charges
<TABLE>
<CAPTION>
TOTAL MONTHLY DEDUCTION
FOR THE POLICY YEAR
-----------------------
ADMINISTRATIVE
CUMULATIVE COST OF CHARGES AND
POLICY GROSS INSURANCE MONTHLY
YEAR PREMIUM SURRENDER CHARGES CHARGES POLICY CHARGES
------ ---------- ----------------- --------- --------------
<S> <C> <C> <C> <C>
1 $ 30,000.00 $13,010.00 $4,936.23 $2,940.00
2 $ 60,000.00 $11,710.00 $4,877.44 $2,940.00
3 $ 90,000.00 $10,410.00 $4,871.84 $2,940.00
5 $150,000.00 $ 7,810.00 $4,743.50 $1,500.00
10 $300,000.00 $ 1,300.00 $4,250.98 $1,500.00
</TABLE>
Hypothetical results shown above are illustrative only and are based on the
Hypothetical Gross Annual Investment Rate of Return shown above. This
Hypothetical Gross Annual Investment Rate of Return should not be deemed to be a
representation of past or future investment results. Actual Investment results
may be more or less than shown. No representations can be made that the
hypothetical rates assumed can be achieved for any one year or sustained over a
period of time.
33
<PAGE> 35
ILLUSTRATIONS
--------------------------------------------------------------------------------
The following pages are intended to illustrate hypothetically how the Cash
Value, Cash Surrender Value and Death Benefit can change over time for Policies
issued to a 55-year old male. The difference between the Cash Value and the Cash
Surrender Value in these illustrations reflects the Surrender Charge that would
be incurred upon a full surrender of the Policy.
Two pages of values are shown. One page illustrates the assumption that the
maximum Guaranteed Cost of Insurance Rates allowable under the Policy are
charged in all years. The other page illustrates the assumption that the current
scale of Cost of Insurance Rates are charged in all years. The Cost of Insurance
Rates charged vary by age, sex (where permitted by state law) and underwriting
classification.
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 0.85% for mortality and
expense risks and 0.67% for Investment Option expenses and thereafter 0.20% for
mortality and expense risks and 0.67% for Investment Option expenses. The charge
for Investment Option expenses reflected in the illustrations assumes that Cash
Value is allocated equally among all Investment Options and that no Policy Loans
are outstanding, and is an average of the investment advisory fees and other
expenses charged by each of the Investment Options during the most recent
audited calendar year. 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 -1.52%, 4.48%, and 10.48%, respectively on a current and
guaranteed basis during the first fifteen Policy Years, and to approximate net
annual rates of -0.87%, 5.13%, and 11.13%, respectively on a current and
guaranteed basis thereafter. The actual charges under a Policy for expenses of
the Investment Options will depend on the actual allocation of Cash Value and
may be higher or lower than those illustrated.
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 policy
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, Cash Values and Cash Surrender Values illustrated.
The second column of each Illustration shows the amount that would accumulate if
an amount equal to the Premium Payment was invested to earn interest (after
taxes) at 5%, compounded annually.
Upon request, the Company will provide a comparable personalized illustration
based upon the proposed Insured's age, sex, underwriting classification, the
specified insurance benefits, and the premium requested. The illustration will
show average fund expenses or, if requested, actual fund expenses. The
hypothetical gross annual investment return assumed in such an illustration will
not exceed 12%.
34
<PAGE> 36
TRAVELERS VARIABLE LIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES
<TABLE>
<S> <C>
Male, Issue Age 55 Face Amount: $1,000,000
Preferred, Non-Smoker Annual Premium: $30,000.00
</TABLE>
<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 31,500.00 1,000,000 1,000,000 1,000,000 15,994 17,318 18,649 2,984 4,308 5,639
2 64,575.00 1,000,000 1,000,000 1,000,000 30,943 34,607 38,447 19,233 22,897 26,737
3 99,303.75 1,000,000 1,000,000 1,000,000 44,828 51,847 59,516 34,418 41,437 49,106
4 135,768.94 1,000,000 1,000,000 1,000,000 59,048 70,486 83,515 49,938 61,376 74,405
5 174,057.38 1,000,000 1,000,000 1,000,000 72,099 89,065 109,220 64,289 81,255 101,410
6 214,260.25 1,000,000 1,000,000 1,000,000 83,882 107,498 136,778 77,372 100,988 130,268
7 256,473.27 1,000,000 1,000,000 1,000,000 94,273 125,673 166,344 89,073 120,473 161,144
8 300,796.93 1,000,000 1,000,000 1,000,000 103,112 143,446 198,090 99,212 139,546 194,190
9 347,336.78 1,000,000 1,000,000 1,000,000 110,229 160,667 232,234 107,629 158,067 229,634
10 396,203.61 1,000,000 1,000,000 1,000,000 115,454 177,188 269,063 112,854 174,588 266,463
15 679,724.75 1,000,000 1,000,000 1,000,000 107,260 244,698 511,341 107,260 244,698 511,341
20 1,041,577.55 1,000,000 1,000,000 1,040,819 7,789 269,795 972,728 7,789 269,795 972,728
</TABLE>
These hypothetical rates of returns 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 over a period of time.
35
<PAGE> 37
TRAVELERS VARIABLE LIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES
<TABLE>
<S> <C>
Male, Issue Age 55 Face Amount: $1,000,000
Preferred, Non-Smoker Annual Premium: $30,000.00
</TABLE>
<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 31,500.00 1,000,000 1,000,000 1,000,000 21,738 23,246 24,757 8,728 10,236 11,747
2 64,575.00 1,000,000 1,000,000 1,000,000 43,190 47,589 52,178 31,480 35,879 40,468
3 99,303.75 1,000,000 1,000,000 1,000,000 64,295 73,022 82,494 53,885 62,612 72,084
4 135,768.94 1,000,000 1,000,000 1,000,000 86,514 101,104 117,578 77,404 91,994 108,468
5 174,057.38 1,000,000 1,000,000 1,000,000 108,427 130,515 156,460 100,617 122,705 148,650
6 214,260.25 1,000,000 1,000,000 1,000,000 130,066 161,354 199,596 123,556 154,844 193,086
7 256,473.27 1,000,000 1,000,000 1,000,000 151,445 193,706 247,471 146,245 188,506 242,271
8 300,796.93 1,000,000 1,000,000 1,000,000 172,456 227,540 300,512 168,556 223,640 296,612
9 347,336.78 1,000,000 1,000,000 1,000,000 193,054 262,892 359,269 190,454 260,292 356,669
10 396,203.61 1,000,000 1,000,000 1,000,000 213,278 299,883 424,432 210,678 297,283 421,832
15 679,724.75 1,000,000 1,000,000 1,004,068 302,376 507,428 872,662 302,376 507,428 872,662
20 1,041,577.55 1,000,000 1,000,000 1,780,493 379,079 787,390 1,664,012 379,079 787,390 1,664,012
</TABLE>
These hypothetical rates of returns 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 over a period of time.
PERFORMANCE INFORMATION
--------------------------------------------------------------------------------
From time to time, Fund UL II's Investment Options may show the percentage
change in the value of an Accumulation Unit based on the performance of the
Investment Option 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 Investment Options of Fund UL II that invest in underlying funds that were
in existence prior to the date on which the Investment Option became available
under the Policy, average annual rates of return may include periods prior to
the inception of the Investment Option. Performance calculations for Investment
Options with pre-existing Investment Options will be calculated by adjusting the
actual returns of the Investment Options to reflect the charges that would have
been assessed under the Investment Options had the Investment Option been
available under
Fund UL II during the period shown.
The following performance information represents the percentage change in the
value of an Accumulation Unit of the Investment Options for the periods
indicated, and reflects all expenses of the Investment Options. The chart
reflects the guaranteed maximum .85% mortality and expense risk charge. The
rates of return reflect the 1.5% front-end sales charge, the 2.25% state premium
tax charge or the 1.25% DAC charge (all of which are deducted from premium
payments) but does not reflect surrender charges or Monthly Deduction Amounts.
The surrender charges and Monthly Deduction Amounts for a hypothetical Insured
are depicted in the Example
36
<PAGE> 38
following the Rates of Returns. Information about the Charges and Deductions
assessed under the Policy, can be found on page 20. Illustrations of how these
charges affect Cash Values and Death Benefits, begin on page 35. The performance
information described in this prospectus, may be used from time to time in
advertisement for the Policy, subject to National Association of Securities
Dealers, Inc. ("NASD") and applicable state approval and guidelines.
The table below shows the net annual rates of return for accumulation units of
investment options available through this Policy.
AVERAGE ANNUAL RETURNS THROUGH 12/31/1999
<TABLE>
<CAPTION>
FUND
INCEPTION
UNDERLYING INVESTMENT OPTIONS ONE YEAR THREE YEARS FIVE YEARS TEN YEARS DATE
----------------------------- -------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
STOCK FUNDS:
AIM Capital Appreciation Portfolio 33.86% 12.45% -- -- 10/10/95
Alliance Growth Portfolio 23.78% 16.79% 16.76% -- 06/16/94
Capital Appreciation Fund (Janus) 43.74% 27.30% 22.80% 13.17% 03/18/82
Deutsche VIT EAFE Equity Index Fund 19.38% -- -- -- 08/22/97
Deutsche VIT Small Cap Index Fund 12.41% -- -- -- 08/25/97
Dreyfus Stock Index Fund 12.85% 14.88% 15.00% 8.86% 09/29/89
Fidelity VIP Equity Income Portfolio -0.54% 6.99% 9.17% 6.89% 10/09/86
Fidelity VIP Growth Portfolio 28.65% 18.85% 16.04% 10.26% 10/09/86
Janus Aspen Ser. Aggressive Growth -- -- -- -- n/a
Janus Aspen Ser. Global Technology -- -- -- -- n/a
Janus Aspen Series Worldwide Growth -- -- -- -- n/a
Smith Barney Equity Index Portfolio 12.97% 15.06% 15.36% -- 10/16/91
Smith Barney Large Cap Growth 22.91% -- -- -- 05/06/98
Smith Barney Large Cap Value -6.42% 4.82% 8.36% -- 06/16/94
Smith Barney Total Return Portfolio 14.20% 6.60% 9.16% -- 10/16/91
Templeton Growth Securities Fund 20.82% 6.03% 8.51% 6.34% 08/31/88
BOND FUNDS:
Fidelity VIP High Income Portfolio 1.17% 1.67% 4.48% 5.68% 09/19/85
Putnam Diversified Income Portfolio -5.44% -0.71% 2.09% -- 06/16/94
Smith Barney High Income Portfolio -4.05% 0.82% 3.60% -- 06/16/94
Travelers US Govt Securities -10.37% 1.14% 3.06% -- 01/24/92
Travelers Zero Coupon Bond 2005 -11.59% 1.06% -- -- 10/11/95
BALANCED FUNDS:
Fidelity VIP II Asset Mgr Portfolio 3.93% 7.34% 7.36% 6.08% 09/06/89
MFS Total Return Portfolio -4.01% 4.77% 6.89% -- 06/16/94
Travelers Managed Assets Trust 6.86% 9.55% 9.70% 6.04% 08/06/82
MONEY MARKET FUND:
Travelers Money Market(1) -1.80% 0.54% 0.82% 1.17% 10/01/81
</TABLE>
The information presented in the above chart represents the percentage change in
the value of an accumulation unit of the underlying investment options for the
periods indicated, and reflects all expenses of the underlying funds, 0.85%
mortality and expense risk charge for the first fifteen years and 0.20%
thereafter against amounts allocated to the underlying funds, the 1.5% front-end
sales charge, 2.25% state premium tax charge, and 1.25% deferred acquisition
cost charge (all of which are deducted from premium payments). They do not
reflect surrender charges, Per $1,000 of Specified Amount charges for the first
three years, or cost-of-insurance charges. For policies with Stated Amounts of
less than $100,000, there is an additional $6 per month administrative charge
until the Maturity Date. These charges would reduce the average annual return
reflected.
(1) An investment in Money Market Portfolio is neither insured nor guaranteed by
the United States Government. There is no assurance that a stable $1.00
value will be maintained.
37
<PAGE> 39
TRAVELERS VARIABLE LIFE HYPOTHETICAL EXAMPLE*
Male Preferred Non-smoker Age 55
Level Death Benefit of $1,000,000 and annual premium payments of $30,000
<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS
------------------------------- --------------------------------
CASH CASH
TOTAL CASH SURRENDER TOTAL CASH SURRENDER
UNDERLYING INVESTMENT OPTION INVESTMENT VALUE VALUE INVESTMENT VALUE VALUE
---------------------------- ---------- ----- --------- ---------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
STOCK FUNDS
AIM Capital Appreciation Portfolio 30,000 32,251 19,241 n/a n/a n/a
Alliance Growth Portfolio 30,000 29,554 16,544 150,000 260,206 252,396
Capital Appreciation Fund (Janus) 30,000 34,898 21,888 150,000 337,423 329,613
Deutsche VIT EAFE Equity Index Fund 30,000 28,379 15,369 n/a n/a n/a
Deutsche VIT Small Cap Index Fund 30,000 26,524 13,514 n/a n/a n/a
Dreyfus Stock Index Fund 30,000 26,641 13,631 150,000 240,667 232,857
Fidelity VIP Equity Income Portfolio 30,000 23,085 10,075 150,000 183,961 176,151
Fidelity VIP Growth Portfolio 30,000 30,855 17,845 150,000 252,058 244,248
Janus Aspen Ser. Aggressive Growth n/a n/a n/a n/a n/a n/a
Janus Aspen Ser. Global Technology n/a n/a n/a n/a n/a n/a
Janus Aspen Series Worldwide Growth n/a n/a n/a n/a n/a n/a
Smith Barney Equity Index Portfolio 30,000 26,673 13,663 150,000 244,574 236,764
Smith Barney Large Cap Growth 30,000 29,322 16,312 n/a n/a n/a
Smith Barney Large Cap Value 30,000 21,530 8,520 150,000 176,998 169,188
Smith Barney Total Return Portfolio 30,000 27,001 13,991 150,000 183,874 176,064
Templeton Growth Securities Fund 30,000 28,764 15,754 150,000 178,300 170,490
BOND FUNDS:
Fidelity VIP High Income Portfolio 30,000 21,738 8,728 150,000 146,594 138,784
Putnam Diversified Income Portfolio 30,000 23,539 10,529 150,000 129,989 122,179
Smith Barney High Income Portfolio 30,000 22,158 9,148 150,000 140,274 132,464
Travelers US Govt Securities 30,000 20,489 7,479 150,000 136,547 128,737
Travelers Zero Coupon Bond 2005 30,000 20,167 7,157 n/a n/a n/a
BALANCED FUNDS:
Fidelity VIP II Asset Mgr Portfolio 30,000 24,269 11,259 150,000 168,712 160,902
MFS Total Return Portfolio 30,000 22,167 9,157 150,000 164,905 157,095
Travelers Managed Assets Trust 30,000 25,048 12,038 150,000 188,583 180,773
MONEY MARKET FUND:
Travelers Money Market 30,000 22,753 9,743 150,000 121,845 114,035
</TABLE>
The charges used in the above example consist of a front-end sales charge of
1.5%, a state premium tax charge of 2.25%, a deferred acquisition cost charge of
1.25%, the 0.85% mortality and expense risk charge, all expenses of the
underlying funds, and monthly deduction charges including cost of insurance. The
benefits illustrated above may differ from other policies as a result of
differences in investment allocation, premium timing and amount, death benefit
type, as well as age and underwriting classification of the insured (which could
result in higher cost of insurance). Because Travelers Variable Life is a
variable universal life insurance policy, actual performance should always be
considered in conjunction with the level of death benefit and cash values.
* These hypothetical examples show the effect of the performance quoted on the
cash values. Performance, loans, and withdrawals will affect the cash value
and death benefit of your policy. Since the values of the portfolio will
fluctuate, the cash value at any time may be more or less than the total
principal investment made, including at the time of surrender of the policy,
when surrender charges may apply.
38
<PAGE> 40
APPENDIX A
--------------------------------------------------------------------------------
SURRENDER PENALTIES PER THOUSAND OF ISSUE AND INCREASE AMOUNT
<TABLE>
<CAPTION>
DURATION
ISSUE --------------------------------------------------------------------------
AGE 1 2 3 4 5 6 7 8 9 10
----- ----- ----- ----- ----- ----- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 2.04 1.84 1.63 1.43 1.22 1.02 0.82 0.61 0.41 0.20
1 2.04 1.84 1.63 1.43 1.22 1.02 0.82 0.61 0.41 0.20
2 2.04 1.84 1.63 1.43 1.22 1.02 0.82 0.61 0.41 0.20
3 2.04 1.84 1.63 1.43 1.22 1.02 0.82 0.61 0.41 0.20
4 2.04 1.84 1.63 1.43 1.22 1.02 0.82 0.61 0.41 0.20
5 2.19 1.97 1.75 1.53 1.31 1.10 0.88 0.66 0.44 0.22
6 2.19 1.97 1.75 1.53 1.31 1.10 0.88 0.66 0.44 0.22
7 2.21 1.99 1.77 1.55 1.33 1.11 0.88 0.66 0.44 0.22
8 2.23 2.01 1.78 1.56 1.34 1.12 0.89 0.67 0.45 0.22
9 2.26 2.03 1.81 1.58 1.36 1.13 0.90 0.68 0.45 0.23
10 2.39 2.15 1.91 1.67 1.43 1.20 0.96 0.72 0.48 0.24
11 2.46 2.21 1.97 1.72 1.48 1.23 0.98 0.74 0.49 0.25
12 2.54 2.29 2.03 1.78 1.52 1.27 1.02 0.76 0.51 0.25
13 2.65 2.39 2.12 1.86 1.59 1.33 1.06 0.80 0.53 0.27
14 2.75 2.48 2.20 1.93 1.65 1.38 1.10 0.83 0.55 0.28
15 2.76 2.48 2.21 1.93 1.66 1.38 1.10 0.83 0.55 0.28
16 2.77 2.49 2.22 1.94 1.66 1.39 1.11 0.83 0.55 0.28
17 2.79 2.51 2.23 1.95 1.67 1.40 1.12 0.84 0.56 0.28
18 2.82 2.54 2.26 1.97 1.69 1.41 1.13 0.85 0.56 0.28
19 2.90 2.61 2.32 2.03 1.74 1.45 1.16 0.87 0.58 0.29
20 2.86 2.57 2.29 2.00 1.72 1.43 1.14 0.86 0.57 0.29
21 2.93 2.64 2.34 2.05 1.76 1.47 1.17 0.88 0.59 0.29
22 2.99 2.69 2.39 2.09 1.79 1.50 1.20 0.90 0.60 0.30
23 3.04 2.74 2.43 2.13 1.82 1.52 1.22 0.91 0.61 0.30
24 3.06 2.75 2.45 2.14 1.84 1.53 1.22 0.92 0.61 0.31
25 3.08 2.77 2.46 2.16 1.85 1.54 1.23 0.92 0.62 0.31
26 3.14 2.83 2.51 2.20 1.88 1.57 1.26 0.94 0.63 0.31
27 3.25 2.93 2.60 2.28 1.95 1.63 1.30 0.98 0.65 0.33
28 3.37 3.03 2.70 2.36 2.02 1.69 1.35 1.01 0.67 0.34
29 3.47 3.12 2.78 2.43 2.08 1.74 1.39 1.04 0.69 0.35
30 3.49 3.14 2.79 2.44 2.09 1.75 1.40 1.05 0.70 0.35
31 3.64 3.28 2.91 2.55 2.18 1.82 1.46 1.09 0.73 0.36
32 3.78 3.40 3.02 2.65 2.27 1.89 1.51 1.13 0.76 0.38
33 3.92 3.53 3.14 2.74 2.35 1.96 1.57 1.18 0.78 0.39
34 4.08 3.67 3.26 2.86 2.45 2.04 1.63 1.22 0.82 0.41
35 4.19 3.77 3.35 2.93 2.51 2.10 1.68 1.26 0.84 0.42
36 4.43 3.99 3.54 3.10 2.66 2.22 1.77 1.33 0.89 0.44
37 4.66 4.19 3.73 3.26 2.80 2.33 1.86 1.40 0.93 0.47
38 4.91 4.42 3.93 3.44 2.95 2.46 1.96 1.47 0.98 0.49
39 5.14 4.63 4.11 3.60 3.08 2.57 2.06 1.54 1.03 0.51
40 5.69 5.12 4.55 3.98 3.41 2.85 2.28 1.71 1.14 0.57
41 6.05 5.45 4.84 4.24 3.63 3.03 2.42 1.82 1.21 0.61
42 6.41 5.77 5.13 4.49 3.85 3.21 2.56 1.92 1.28 0.64
43 6.76 6.08 5.41 4.73 4.06 3.38 2.70 2.03 1.35 0.68
44 7.13 6.42 5.70 4.99 4.28 3.57 2.85 2.14 1.43 0.71
45 7.18 6.46 5.74 5.03 4.31 3.59 2.87 2.15 1.44 0.72
46 7.66 6.89 6.13 5.36 4.60 3.83 3.06 2.30 1.53 0.77
</TABLE>
A-1
<PAGE> 41
<TABLE>
<CAPTION>
DURATION
ISSUE --------------------------------------------------------------------------
AGE 1 2 3 4 5 6 7 8 9 10
----- ----- ----- ----- ----- ----- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
47 8.14 7.33 6.51 5.70 4.88 4.07 3.26 2.44 1.63 0.81
48 8.63 7.77 6.90 6.04 5.18 4.32 3.45 2.59 1.73 0.86
49 9.11 8.20 7.29 6.38 5.47 4.56 3.64 2.73 1.82 0.91
50 10.00 9.00 8.00 7.00 6.00 5.00 4.00 3.00 2.00 1.00
51 10.67 9.60 8.54 7.47 6.40 5.34 4.27 3.20 2.13 1.07
52 11.35 10.22 9.08 7.95 6.81 5.68 4.54 3.41 2.27 1.14
53 12.02 10.82 9.62 8.41 7.21 6.01 4.81 3.61 2.40 1.20
54 12.70 11.43 10.16 8.89 7.62 6.35 5.08 3.81 2.54 1.27
55 13.01 11.71 10.41 9.11 7.81 6.51 5.20 3.90 2.60 1.30
56 13.99 12.59 11.19 9.79 8.39 7.00 5.60 4.20 2.80 1.40
57 14.97 13.47 11.98 10.48 8.98 7.49 5.99 4.49 2.99 1.50
58 15.96 14.36 12.77 11.17 9.58 7.98 6.38 4.79 3.19 1.60
59 16.93 15.24 13.54 11.85 10.16 8.47 6.77 5.08 3.39 1.69
60 17.91 16.12 14.33 12.54 10.75 8.96 7.16 5.37 3.58 1.79
61 19.52 17.57 15.62 13.66 11.71 9.76 7.81 5.86 3.90 1.95
62 21.12 19.01 16.90 14.78 12.67 10.56 8.45 6.34 4.22 2.11
63 22.73 20.46 18.18 15.91 13.64 11.37 9.09 6.82 4.55 2.27
64 24.34 21.91 19.47 17.04 14.60 12.17 9.74 7.30 4.87 2.43
65 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
66 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
67 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
68 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
69 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
70 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
71 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
72 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
73 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
74 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
75 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
76 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
77 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
78 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
79 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
80 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
81 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
82 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
83 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
84 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
85 25.40 22.86 20.32 17.78 15.24 12.70 10.16 7.62 5.08 2.54
</TABLE>
A-2
<PAGE> 42
THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 43
TRAVELERS VARIABLE LIFE
INDIVIDUAL VARIABLE LIFE INSURANCE CONTRACTS
ISSUED BY
THE TRAVELERS LIFE AND ANNUITY COMPANY
HARTFORD, CONNECTICUT
Travelers Life & Annuity [LOGO]
A member of citigroup
L-20683 July, 2000
