<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
---------------------------------------------
(Exact name of Registrant)
THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Name of Depositor)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
----------------------------------------------------
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including area code: (860) 277-0111
--------------
ERNEST J. WRIGHT
Assistant Secretary
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after
effectiveness of Registration
Statement.
It is proposed that this filing will become effective (check appropriate box):
N/A immediately upon filing pursuant to paragraph (b) of Rule 485
- ------
N/A on ___________ pursuant to paragraph (b) of Rule 485
- ------
N/A 60 days after filing pursuant to paragraph (a)(1) of Rule 485
- ------
N/A on ___________ pursuant to paragraph (a)(1) of Rule 485
- ------
If appropriate, check the following box:
______ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
hereby declares that an indefinite amount of Variable Annuity Contracts is
being registered under the Securities Act of 1933. Amount of registration fee:
$500.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
Cross-Reference Sheet
Form N-4
<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
- --- ---------------------
<S> <C> <C>
1. Cover Page Prospectus
2. Definitions Glossary of Special Terms
3. Synopsis Prospectus Summary
4. Condensed Financial Information Not Applicable
5. General Description of Registrant, The Insurance Company; The Separate
Depositor, and Portfolio Companies Account and the Funding Options
6. Deductions (and Expenses) Fee Table; Charges and Deductions;
Distribution of Variable Annuity Contracts
7. General Description of Variable The Contract; Ownership Provisions; Transfers
Annuity Contracts
8. Annuity Period The Annuity Period; Payment Options
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Contract
11. Redemptions Surrenders and Redemptions; Miscellaneous Contract
Provisions; The Contract
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix B
CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
-------------------------------------------------
15. Cover Page Statement of Additional Information
16. Table of Contents Table of Contents
17. General Information and History The Insurance Company
18. Services Principal Underwriter; Distribution and
Management Agreement
19. Purchase of Securities Being Offered Valuation of Assets
20. Underwriters Principal Underwriter
21. Calculation of Performance Data Performance Information
22. Annuity Payments Not Applicable
23. Financial Statements Financial Statements
</TABLE>
<PAGE> 3
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE> 4
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
PROSPECTUS
This Prospectus describes an individual flexible premium variable annuity
contract (the "Contract") offered by The Travelers Insurance Company (the
"Company"). The Contract is currently available for use in connection with (1)
individual nonqualified purchases; (2) Individual Retirement Annuities (IRAs)
pursuant to Section 408 of the Internal Revenue Code of 1986, as amended (the
"Code"); and (3) qualified retirement plans. Qualified contracts include
contracts qualifying under Section 401(a), 403(b), or 408(b) of the Code.
Purchase Payments made under the Contract will accumulate on a fixed
and/or a variable basis, as selected by you. If on a variable basis, the value
of the Contract prior to the Maturity Date will vary continuously to reflect
the investment experience of the underlying funds (the "Funding Options")
available under The Travelers Fund ABD for Variable Annuities ("Fund ABD").
The Funding Options currently available are: Capital Appreciation Fund; High
Yield Bond Trust; Managed Assets Trust; and the U.S. Government Securities
Portfolio; the Social Awareness Stock Portfolio and the Utilities Portfolio of
the Travelers Series Trust. A Fixed Account Option is also available and is
described in Appendix A. Unless specified otherwise, this prospectus refers to
the Funding Options.
This Prospectus provides the information about Fund ABD that you should
know before investing. Please read it and retain it for future reference.
Additional information about Fund ABD is contained in a Statement of Additional
Information ("SAI") dated _________which has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated by reference into this
Prospectus. A copy may be obtained, without charge, by writing to The Travelers
Insurance Company, Annuity Investor Services, One Tower Square, Hartford,
Connecticut 06183-9061, or by calling 1-800-842-8573. The Table of Contents of
the SAI appears in Appendix C of this Prospectus.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
THE FUNDING OPTIONS. BOTH THIS CONTRACT PROSPECTUS AND THE FUNDING OPTION
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.
THIS PROSPECTUS IS DATED ________________.
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TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS
PROSPECTUS SUMMARY
FEE TABLE
THE INSURANCE COMPANY
THE SEPARATE ACCOUNT AND THE FUNDING OPTIONS
The Travelers Fund ABD For Variable Annuities (Fund ABD)
The Funding Options
Funding Option Investment Managers
Substitution
General
PERFORMANCE INFORMATION
THE CONTRACT
Purchase Payments.............................................
Right to Return...............................................
Accumulation Units............................................
Net Investment Factor.........................................
CHARGES AND DEDUCTIONS........................................
Contingent Deferred Sales Charge..............................
Administrative Charges........................................
Insurance Charge..............................................
Reduction or Elimination of Contract Charges
Funding Option Charges.......................................
Premium Tax...................................................
Changes in Taxes Based Upon Premium or Value..................
OWNERSHIP PROVISIONS..........................................
Types of Ownership............................................
Beneficiary...................................................
Annuitant.....................................................
TRANSFERS.....................................................
Dollar-Cost Averaging (Automated Transfers).
Telephone Transfers
SURRENDERS AND REDEMPTIONS....................................
Systematic Withdrawals....
DEATH BENEFIT.....
Death Proceeds Prior to the Maturity Date...........
Death Proceeds After the Maturity Date.......................
THE ANNUITY PERIOD...........................................
Maturity Date................................................
Allocation of Annuity........................................
Variable Annuity.............................................
Fixed Annuity................................................
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PAYMENT OPTIONS.................................................
Election of Options..........................................
Annuity Options..............................................
Income Options...............................................
MISCELLANEOUS CONTRACT PROVISIONS
Termination..................................................
Misstatement.................................................
Required Reports.............................................
Suspension of Payments.......................................
FEDERAL TAX CONSIDERATIONS...................................
General Taxation of Annuities................................
Tax Law Diversification Requirements for Variable Annuities..
Ownership of the Investments.................................
Penalty Tax for Premature Distributions......................
Mandatory Distributions for Qualified Plans..................
Nonqualified Annuity Contracts...............................
Individual Retirement Annuities..............................
Qualified Pension and Profit-Sharing Plans...................
Federal Income Tax Withholding...............................
VOTING RIGHTS...................................................
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS......................
STATE REGULATION................................................
Conformity with State and Federal Laws.......................
LEGAL PROCEEDINGS AND OPINIONS..................................
APPENDIX A: THE FIXED ACCOUNT...................................
APPENDIX B: Contracts sold in
Florida.........................................................
APPENDIX C: Table of Contents of the Statement of Additional
Information..................................................
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GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT - an accounting unit of measure used to calculate the value
of a Contract before Annuity Payments begin.
ACCUMULATION UNIT VALUE - the dollar amount of an Accumulation Unit.
ANNUITANT - the person on whose life this contract is issued and the amount of
the monthly Annuity Payments depend.
ANNUITY PAYMENTS - a series of periodic payments (a) for life; (b) for life
with either a minimum number of payments or a determinable sum assured; or
(c) for the joint lifetime of the Annuitant and another person
("Contingent Annuitant") and thereafter during the lifetime of the
survivor.
ANNUITY UNIT - an accounting unit of measure used to calculate the amount of
Annuity Payments.
CASH SURRENDER VALUE - the amount payable to the Contract Owner or other payee
upon full or partial surrender of the Contract during the lifetime of the
Annuitant. The amount will be the contract value, less any applicable
surrender charge and any premium tax not previously deducted.
COMPANY - (WE, OUR) - The Travelers Insurance Company.
CONTRACT DATE - the date on which the Contract, benefits and the contract
provisions become effective.
CONTRACT OWNER (YOU, YOUR) - the person or entity to whom the Contract is
issued or assigned. A married spouse may be designated as the joint owner.
CONTRACT VALUE - the current value of Accumulation Units credited to the
Contract and the Fixed Account less any administrative charges.
CONTRACT YEARS - twelve-month periods beginning on the Contract Date.
FIXED ACCOUNT - an additional account into which Purchase Payments may be
allocated and which is included in the Contract Value. Purchase Payments
allocated to the Fixed Account will earn interest at a rate guaranteed by
the Company; this rate will change from time to time.
FUNDING OPTION(S) - an open-end diversified management investment company which
serves as an investment option under the Separate Account.
HOME OFFICE - The principal offices of The Travelers Insurance Company, located
at One Tower Square, Hartford, CT 06183-9061.
INCOME PAYMENTS - optional forms of payments made by the Company which are
based on an agreed-upon number of payments or payment amount.
MATURITY DATE - the date on which the first Annuity or Income Payment is to
begin under a Contract.
PURCHASE PAYMENT - a gross amount paid to the Company during the accumulation
period.
SEPARATE ACCOUNT - assets set aside by the Company, the investment experience
of which is kept separate from that of other assets of the Company (Fund
ABD).
SUB-ACCOUNT -the portion of the assets of the Separate Account which is
allocated to a particular Funding Option.
VALUATION DATE - generally, a day on which the Funding Option is valued. A
Valuation Date is any day on which the New York Stock Exchange is open for
trading. The value of Accumulation Units and Annuity Units will be
determined as of the close of trading on the New York Stock Exchange.
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VALUATION PERIOD - the period between the close of business on successive
Valuation Dates.
VARIABLE ANNUITY - an annuity contract which provides for accumulation and for
Annuity Payments which vary in amount in accordance with the investment
experience of a Separate Account.
Certain changes and elections must be made in writing to the Company.
Where the term "written request" is used, it means that written information
must be sent to the Company's Home Office in a form and content satisfactory to
the Company.
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PROSPECTUS SUMMARY
INTRODUCTION
The Contract described in this Prospectus is both an insurance policy and a
security. As an insurance policy, it is subject to the insurance laws and
regulations of each state in which it is available for distribution. As a
security, it is subject to the federal securities laws. The Contract is an
individual flexible premium variable annuity. It allows you to allocate
Purchase Payments to any or all of the Funding Options currently available
under Fund ABD, as well as to the Fixed Account. (See "The Funding Options" on
page __.) An initial lump-sum Purchase Payment of at least $5,000 must be made
to the Contract; additional Purchase Payments of at least $500 may be made. In
some states, subsequent Purchase Payments are not allowed. (See "Purchase
Payments," page ____.)
RIGHT TO RETURN
You may return the Contract and receive a full refund of the Contract
Value (including charges) within twenty days after the Contract is delivered to
you, unless state law requires a longer period. (See "Right to Return," page
___.)
CHARGES AND EXPENSES
No sales charges are deducted from Purchase Payments when they are
received. However, a Contingent Deferred Sales Charge ("CDSC" or "surrender
charge") may apply if you make a full or partial surrender of the Contract
Value during the first seven years following each Purchase Payment. The maximum
surrender charge that could be assessed is 6% of the amount withdrawn. (See
"Contingent Deferred Sales Charge," page __.)
Other charges include the contract administrative expense charge ($30
annually) and a Sub-Account administrative expense charge (0.15% on an annual
basis of the average daily net asset value allocated to each of the Funding
Options). (See "Administrative Charges," page __.) A mortality and expense
risk charge, equivalent on an annual basis to 1.25% of the daily net assets of
amounts allocated to each Funding Option will also be charged. (See "Insurance
Charge," page ___.) If applicable, state premium taxes will also be deducted
and paid when due. (See "Premium Tax," page ___.)
TRANSFERS
Prior to the Maturity Date, you may reallocate the Contract Value among the
Fixed Account and any of the Funding Options available under Fund ABD.
Transfers between the variable Sub-Accounts are unlimited. Transfers between
the Fixed Account and any of the variable Funding Options are subject to
certain restrictions. (See "Transfers," page ___, and "The Fixed Account," page
___.) Dollar-Cost Averaging, or automated transfers, are also available. The
minimum automated transfer amount is $400. (See "Dollar Cost Averaging
(Automated Transfers)," on page ___.)
SURRENDERS
Prior to the Maturity Date, you may surrender all or part of the Contract Value
subject to certain charges and limitations. You will be liable for income tax
on the taxable portion of any full or partial surrender, and you may incur a
10% tax penalty if such surrender is made prior to the age
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of 59 1/2. (See "Surrenders and Redemptions," page ___ and "Penalty Tax for
Premature Distributions" page ___.)
Systematic withdrawals of at least $100 on a monthly, quarterly, semiannual or
annual basis may be elected if your Contract Value is at least $15,000. All
applicable surrender charges and premium taxes will be deducted. (See
"Systematic Withdrawals," on page ___.)
DEATH BENEFIT
A death benefit is payable to the beneficiary upon the death of the Annuitant
prior to the Maturity Date with no Contingent Annuitant surviving. The death
benefit will vary based on the Annuitant's age at the time of death. (See
"Death Benefit," page ___.)
THE ANNUITY PERIOD
On the Maturity Date, or other agreed-upon payment date, the Company will
provide Annuity or Income Payments as described in the section entitled "The
Annuity Period." (See page ___.)
THE FIXED ACCOUNT
Although this Prospectus specifically applies only to the variable
features of the Contract, the Contract also allows you to allocate Purchase
Payments to a Fixed Account where they will earn interest at a rate guaranteed
by the Company, which interest rate will not be less than 3% per year. (See
"Appendix A," page ___.)
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FEE TABLE
FUND ABD AND THE UNDERLYING FUNDING OPTIONS
The purpose of the Fee Table is to assist Contract Owners in understanding the
various costs and expenses that a Contract Owner will bear, directly or
indirectly, under the Contract. Additional information regarding the charges
and deductions assessed under the Contract can be found on page __. Expenses
shown do not include premium taxes, which may be applicable. Information
regarding the charges and deductions assessed under the Contract can be found
on page __.
CONTRACT OWNER TRANSACTION EXPENSES
Contingent Deferred Sales Charge (as a percentage of purchase payments):
<TABLE>
<CAPTION>
Length of Time From Purchase Payment Surrender
(Number of Years) Charge
- ------------------------------------ ---------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and thereafter 0%
Annual Contract Administrative Charge $30
(Waived if Contract Value is $40,000 or more)
</TABLE>
ANNUAL SEPARATE ACCOUNT CHARGES
(As a percentage of average daily net asset value of amounts held in the
Separate Account)
<TABLE>
<S> <C>
Mortality and Expense Risk Fee 1.25%
Sub-Account Administrative Charge 0.15%
-----
Total Funding Option Charges 1.40%
</TABLE>
FUNDING OPTION EXPENSES
(as a percentage of average daily net assets of the Funding Option)
<TABLE>
<CAPTION>
Management Other Total Funding
Fee Expenses Option Expenses
--- -------- ---------------
<S> <C> <C> <C>
Capital Appreciation Fund
High Yield Bond Trust
Managed Assets Trust
U.S. Government Securities Portfolio
Utilities Portfolio
Social Awareness Stock Portfolio
</TABLE>
8
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Example*
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Assuming a 5% annual return, a $1,000 investment would be subject to the
following expenses, if surrendered or withdrawn at the end of the period shown.
Capital Appreciation Fund
High Yield Bond Trust
Managed Assets Trust
U.S. Government Securities Portfolio
Utilities Portfolio
Social Awareness Stock Portfolio
If annuitized, or if no withdrawals are made at the end of the period shown, a
$1,000 investment would be subject to the following expenses:
Capital Appreciation Fund
High Yield Bond Trust
Managed Assets Trust
U.S. Government Securities Portfolio
Utilities Portfolio
Social Awareness Stock Portfolio
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THE INSURANCE COMPANY
The Travelers Insurance Company (the "Company"), is a stock insurance company
chartered in 1864 in Connecticut and continuously engaged in the insurance
business since that time. The Company is licensed to conduct life insurance
business in all states of the United States, the District of Columbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The Company
is an indirect wholly owned subsidiary of Travelers Group Inc., a financial
services holding company. The Company's Home Office is located at One Tower
Square, Hartford, Connecticut 06183.
THE SEPARATE ACCOUNT AND
THE FUNDING OPTIONS
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES ("FUND ABD")
Fund ABD was established on October 17, 1995 and is registered with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940, as amended (the ''1940 Act"). The assets of
Fund ABD will be invested exclusively in the shares of the Funding Options.
The assets of Fund ABD are held for the exclusive benefit of the owners of
this separate account, according to the laws of Connecticut. Income, gains and
losses, whether or not realized, from assets allocated to Fund ABD are, in
accordance with the Contracts, credited to or charged against Fund ABD without
regard to other income, gains and losses of the Company. The assets held by
Fund ABD are not chargeable with liabilities arising out of any other business
which the Company may conduct. Obligations under the Contract are obligations
of the Company.
All investment income and other distributions of the Funding Options are
payable to Fund ABD. All such income and/or distributions are reinvested in
shares of the respective Funding Option at net asset value. Shares of the
Funding Options listed below are currently sold only to life insurance company
separate accounts to fund variable annuity and variable life insurance
contracts. Fund shares are not sold to the general public.
THE FUNDING OPTIONS
Purchase Payments are allocated to the Funding Options in accordance with
the selections made by the Contract Owner.
More detailed information about the options and their inherent risks may
be found in the current prospectuses for the Funding Options. These
prospectuses are included with and must accompany this Prospectus. Since there
are varying degrees of risk inherent in each option, please read them carefully
before investing. Additional copies of the prospectuses may be obtained by
contacting your registered representative or by calling 1-800-842-8573.
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The current Funding Options are:
CAPITAL APPRECIATION FUND. The objective of the Capital Appreciation Fund
is growth of capital through the use of common stocks. Income is not an
objective. The Fund invests principally in common stocks of small to
large companies which are expected to experience wide fluctuations in
price in both rising and declining markets.
HIGH YIELD BOND TRUST. The objective of the High Yield Bond Trust is
generous income. The assets of the High Yield Bond Trust will be invested
in bonds which, as a class, sell at discounts from par value and are
typically high risk securities..
MANAGED ASSETS TRUST. The objective of the Managed Assets Trust is high
total investment return through a fully managed investment policy. Assets
of the Managed Assets Trust will be invested in a portfolio of equity,
debt and convertible securities.
TRAVELERS SERIES TRUST
U.S. GOVERNMENT SECURITIES PORTFOLIO. The objective of the U.S.
Government Securities Portfolio is the selection of investments from the
point of view of an investor concerned primarily with highest credit
quality, current income and total return. The assets of the U.S.
Government Securities Portfolio will be invested in direct obligations of
the United States, its agencies and instrumentalities.
SOCIAL AWARENESS STOCK PORTFOLIO. The investment objective of the Social
Awareness Stock Portfolio is long-term capital appreciation and retention
of net investment income. The Portfolio seeks to fulfill this objective
by selecting investments, primarily common stocks, which meet the social
criteria established for the Portfolio. Social criteria currently
excludes companies that derive a significant portion of their revenues
from the production of tobacco, tobacco products, alcohol, or military
defense systems, or in the provision of military defense related services
or gambling services.
UTILITIES PORTFOLIO. The objective of the Utilities Portfolio is to
provide current income by investing in equity and debt securities of
companies in the utility industries.
FUNDING OPTION INVESTMENT MANAGERS:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUNDING OPTION INVESTMENT ADVISER SUB-ADVISER
- --------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund The Travelers Investment Janus Capital
Management Company (TIMCO) Corporation
- --------------------------------------------------------------------------------
High Yield Bond Trust Travelers Asset Management
International Corporation
(TAMIC)
- --------------------------------------------------------------------------------
Managed Assets Trust TAMIC TIMCO
- --------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
U.S. Government Securities TAMIC
Portfolio
- --------------------------------------------------------------------------------
Social Awareness Stock Portfolio Smith Barney Mutual Funds
Management Inc.
- --------------------------------------------------------------------------------
Smith Barney Mutual Funds
Utilities Portfolio Management Inc.
- --------------------------------------------------------------------------------
</TABLE>
12
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SUBSTITUTIONS AND ADDITIONS
If any of the Funding Options becomes unavailable for allocating purchase
payments, or if, in our judgment further investment in a Funding Option becomes
inappropriate for the purposes of the Contract, we may substitute another
registered, open-end management investment company. Substitution may be made
with respect to both existing investments and the investment of any future
Purchase Payments. However, no such substitution will be made without notice to
Contract Owners, state approval if applicable, and without prior approval of
the SEC, to the extent required by the 1940 Act, or other applicable law.
Additional Funding Options may also be added.
MIXED AND SHARED FUNDING
It is conceivable that in the future it may be disadvantageous for both
variable annuity accounts and variable life accounts, or for variable accounts
of different insurance companies, to invest simultaneously in the same
portfolios (called "mixed" and "shared" funding). Currently neither the
insurance companies nor the portfolios foresee any such disadvantages to the
companies or to variable contract owners. Each portfolio's board of trustees,
directors or managers intends to monitor events in order to identify any
material conflicts between such contract owners and to determine what action, if
any, should be taken in response thereto.
PERFORMANCE INFORMATION
From time to time, the Company may advertise various historical
performance data. The Company may advertise the "standardized average annual
total returns," calculated in a manner prescribed by the SEC, as well as the
"non-standardized total return," both described in the SAI.
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THE CONTRACT
Purchase Payments are paid to the Company and credited to the Contract
Owner's account to accumulate until the Maturity Date. The Contract Owner
assumes the risk of gain or loss according to the performance of the
Sub-Account(s). There is generally no guarantee that the Contract Value at the
Maturity Date will equal or exceed the total Purchase Payments made under the
Contract, except as specified or elected under the Death Benefit provisions
described on page ___.
PURCHASE PAYMENTS
The initial Purchase Payment must be at least $5,000. Additional payments
of at least $500 may be made under the Contract at any time. Under certain
circumstances, the Company may change the size of minimum initial Purchase
Payments and subsequent payments. In some states, subsequent Purchase Payments
are not allowed.
The Company will apply the initial Purchase Payment within two business
days after its receipt at the Company's Home Office. Subsequent Purchase
Payments will be credited to a Contract on the basis of Accumulation Unit
Values next determined after receipt of the Purchase Payment.
RIGHT TO RETURN
You may return the Contract for a full refund of the Contract Value
(including charges) within twenty days after you receive it (the "free-look
period"). Where state law requires a longer free look period, or the return of
Purchase Payments, the Company will comply. The Contract Owner bears the
investment risk during the free-look period; therefore, the Contract Value
returned may be greater or less than your Purchase Payment. If the Contract is
purchased as an Individual Retirement Annuity, and is returned within the first
seven days after delivery, your Purchase Payment will be refunded in full.
During the remainder of the free-look period, the Contract Value (including
charges) will be refunded. All Contract Values will be determined as of the
next valuation following the Company's receipt of the Owner's written request
for refund.
ACCUMULATION UNITS
The number of Accumulation Units to be credited to the Contract once a
Purchase Payment has been received by the Company is determined by dividing the
amount allocated to each Funding Option by the current applicable Accumulation
Unit Value. The value of an Accumulation Unit may increase or decrease. The
value of an Accumulation Unit on any date other than a Valuation Date will be
equal to its value as of the next succeeding Valuation Date.
The initial Accumulation Unit Value applicable to each Funding Option was
established at $1.00. The value of an Accumulation Unit on any Valuation Date
is determined by multiplying the value on the preceding Valuation Date by the
net investment factor for the Valuation Period just ended. The net investment
factor, calculated for each Funding Option takes into account the investment
performance, expenses and the deduction of certain expenses. The net investment
factor equation is described more fully in the SAI.
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CHARGES AND DEDUCTIONS
CONTINGENT DEFERRED SALES CHARGE ("CDSC")
No sales charges are deducted from Purchase Payments when they are applied
under the Contract. However, a CDSC will be assessed if a full or partial
surrender of the Contract Value is made during the first seven years following
a Purchase Payment. The length of time from receipt of the Purchase Payment to
the time of surrender determines the amount of the charge. This charge will not
exceed the aggregate amount of the Purchase Payments made under the Contract.
The CDSC is equal to a percentage of the amount withdrawn from the
Contract and is calculated as follows:
<TABLE>
<CAPTION>
Length of Time From Contingent
Purchase Payment Deferred
(Number of Years) Sales Charge
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and thereafter 0%
</TABLE>
For purposes of determining the amount of any CDSC, surrenders will be
deemed to be taken first from any applicable free withdrawal amount (as
described below); next from remaining Purchase Payments (on a first-in,
first-out basis); and then from contract earnings (in excess of the free
withdrawal amount). Unless the Company receives other instructions, the CDSC
will be deducted from the amount requested.
No CDSC will be assessed (1) in the event of distributions resulting from
the death of the Contract Owner or the death of the Annuitant with no
Contingent Annuitant surviving; (2) if an annuity payout has begun; or (3) if
an income option of at least five years' duration is begun after the first
Contract Year.
The purpose of this charge is to help defray expenses incurred in the sale
of the Contract, including commissions and other expenses associated with the
printing and distribution of prospectuses and sales material. However, the
Company expects that the CDSC assessed under the Contract will be insufficient
to cover all of these expenses. The difference will be covered by the general
assets of the Company which are attributable, in part, to mortality and
expense risk charges under the Contract which are described below.
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FREE WITHDRAWAL ALLOWANCE. There is a 10% free withdrawal allowance available
each year after the first Contract Year. The available withdrawal amount will
be calculated as of the first Valuation Date of any given Contract Year. The
free withdrawal allowance applies to partial surrenders of any amount and to
full surrenders, except those full surrenders transferred directly to annuity
contracts issued by other financial institutions.
ADMINISTRATIVE CHARGES
Contract Administrative Charge. An administrative charge of $30 will be
deducted annually from the Contract to compensate the Company for expenses
incurred in establishing and administering the Contract. The contract
administrative charge will be deducted from the Contract Value on the fourth
Friday of each August by canceling Accumulation Units applicable to each
Funding Option on a pro rata basis. This charge will be prorated from the date
of purchase to the next date of assessment of charge. A prorated charge will
also be assessed upon voluntary or involuntary surrender of the Contract. The
contract administrative charge will not be assessed if (1) the distribution
results from the death of the Contract Owner or the Annuitant with no
Contingent Annuitant surviving, (2) after an annuity payout has begun, or (3)
if the Contract Value is equal to or greater than $40,000 on the charge
assessment date.
Sub-Account Administrative Charge. An administrative charge is deducted on
each Valuation Date from amounts allocated to the variable Funding Options in
order to compensate the Company for certain related administrative and
operating expenses. The charge is equivalent, on an annual basis, to 0.15% of
the daily net asset value allocated to each of the Funding Options.
Neither administrative charge can be increased. The charges are set at a
level which does not exceed the average expected cost of the administrative
services to be provided while the Contract is in force, and the Company does
not expect to profit from these charges.
MORTALITY AND EXPENSE RISK CHARGE
A mortality and expense risk charge is deducted on each Valuation Date
from amounts held in the Separate Account. This charge is equivalent, on an
annual basis, to 1.25% of the amounts allocated to each Funding Option. The
Company reserves the right to lower this charge at any time. The mortality risk
portion compensates the Company for guaranteeing to provide Annuity Payments
according to the terms of the Contract regardless of how long the Annuitant
lives and for guaranteeing to provide the death benefit if an Annuitant dies
prior to the Maturity Date. The expense risk charge compensates the Company for
the risk that the charges under the Contract, which cannot be increased during
the duration of the Contract, will be insufficient to cover actual costs.
If the amount deducted for mortality and expense risks is not sufficient
to cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess will be a profit
to the Company. The Company expects to make a profit from the mortality and
expense risk charge.
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REDUCTION OR ELIMINATION OF CONTRACT CHARGES
The CDSC, the administrative charges, and the mortality and expense risk
charge under the Contract may be reduced or eliminated when certain sales of
the Contract result in savings or reduction of sales expenses, administrative
or mortality and expenses. The entitlement to such a reduction in the CDSC, the
administrative charges, or the mortality and expense risk charge will be based
on the following: (1) the size and type of group to which sales are to be made;
(2) the total amount of Purchase Payments to be received; and (3) any prior or
existing relationship with the Company. There may be other circumstances, of
which the Company is not presently aware, which could result in fewer sales
expenses, administrative charges, or mortality and expense risk charges. The
reduction or elimination of the CDSC, the administrative charge, or the
mortality expense charges will be permitted only where such reduction or
elimination will not be unfairly discriminatory to any person.
FUNDING OPTION CHARGES
Fund ABD purchases shares of the Funding Options at net asset value. The
net asset value of each Funding Option reflects investment management fees and
other expenses deducted from the assets of the Funding Options. For a complete
description of these investment advisory fees and other expenses, refer to the
prospectuses for the Funding Options.
PREMIUM TAX
Certain state and local governments impose premium taxes. These taxes
currently range from 0.5% to 5.0%, depending upon jurisdiction. The Company, in
its sole discretion and in compliance with any applicable state law, will
determine the method used to recover premium tax expenses incurred. Where
required, the Company will deduct any applicable premium taxes from the
Contract Value either upon death, surrender, annuitization, or at the time
Purchase Payments are made to the Contract, but no earlier than when the
Company has a tax liability under state law.
CHANGES IN TAXES BASED UPON PREMIUM OR VALUE
If there is any change in a law assessing taxes against the Company based
upon the premiums of the contract gains in the contract or value of the
contract, we reserve the right to charge you proportionately for this tax.
OWNERSHIP PROVISIONS
TYPES OF OWNERSHIP
Contract Owner. The Contract belongs to the Contract Owner designated on
the Contract Specifications page, or to any other person subsequently named
pursuant to a valid assignment. An assignment of ownership or a collateral
assignment may be made only for nonqualified contracts. The Contract Owner has
sole power during the Annuitant's lifetime to exercise any rights and to
receive all benefits given in the contract provided the Contract Owner has not
named an irrevocable beneficiary and provided the Contract is not assigned.
The Contract Owner is the recipient of all payments while the Annuitant is
alive unless the Contract Owner directs them to an alternate recipient. An
alternate recipient under a payment direction does not become the Contract
Owner.
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Joint Owner. For nonqualified contracts only, Joint Owners (i.e., married
spouses) may be named in a written request prior to the Contract Date. Joint
Owners may independently exercise transfers allowed under the Contract. All
other rights of ownership must be exercised by joint action. Joint owners own
equal shares of any benefits accruing or payments made to them. All rights of a
Joint Owner end at death if the other Joint Owner survives. The entire interest
of the deceased Joint Owner in the Contract will pass to the surviving Joint
Owner.
BENEFICIARY
The Beneficiary is the party named by the Owner in a written request. The
Beneficiary has the right to receive any remaining contractual benefits upon
the death of the Annuitant or the Owner. If there is more than one Beneficiary
surviving the Annuitant, the Beneficiaries will share equally in benefits
unless different shares are recorded with the Company by written request prior
to the death of the Annuitant or Owner.
With nonqualified contracts, the Beneficiary may differ from the
designated beneficiary as defined by the distribution provisions of the
Contract. The designated beneficiary may take the contract benefits in lieu of
the Beneficiary upon the death of the Contract Owner.
Unless an irrevocable Beneficiary has been named, the Owner has the right
to change any Beneficiary by written request during the lifetime of the
Annuitant and while the Contract continues.
ANNUITANT
The Annuitant is designated on the Contract Specifications page, and is
the individual on whose life the Maturity Date and the amount of the monthly
annuity payments depend. The Annuitant may not be changed after the Contract
Date.
For nonqualified contracts only, the Contract Owner may also name one
individual as a Contingent Annuitant by written request prior to the Contract
Date. A Contingent Annuitant may not be changed, deleted or added to the
Contract after the Contract Date.
If an Annuitant who is not also an Owner or a Joint Owner dies prior to
the Maturity Date while this Contract is in effect and while the Contingent
Annuitant is living:
1) the Contract Value will not be payable upon the Annuitant's death;
2) the Contingent Annuitant becomes the Annuitant; and
3) all other rights and benefits provided by this Contract will continue in
effect.
When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains
the same as previously in effect, unless otherwise provided.
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TRANSFERS
Prior to the Maturity Date, the Contract Owner may transfer all or part of
the Contract Value between Sub-Accounts. There are no charges or restrictions
on the amount or frequency of transfers currently; however, the Company
reserves the right to charge a fee for any transfer request, and to limit the
number of transfers to one in any six-month period. Since different Funding
Options have different expenses, a transfer of Contract Values from one
Sub-Account to another could result in a Contract Owner's investment becoming
subject to higher or lower expenses.
DOLLAR COST AVERAGING (AUTOMATED TRANSFERS)
Dollar cost averaging permits the Contract Owner to transfer a fixed
dollar amount to other Sub-Accounts on a monthly or quarterly basis so that
more Accumulation Units are purchased in a Sub-Account if the value per unit is
low and less Accumulation Units are purchased if the value per unit is high.
Therefore, a lower-than-average value per unit may be achieved over the long
run.
You may elect automated transfers through written request or other method
acceptable to the Company. You must have a minimum total Contract Value of
$5,000 to enroll in the Dollar Cost Averaging program. The minimum total
automated transfer amount is $400.
Certain restrictions apply for automated transfers from the Fixed Account
that do not apply to automated transfers from any of the other Sub-Accounts.
You may establish automated transfers of Contract Values from the Fixed
Account. Automated transfers from the Fixed Account may not deplete your Fixed
Account Value in a period of less than twelve months from your enrollment in
the Dollar Cost Averaging program.
You may start or stop participation in the Dollar Cost Averaging program
at any time, but you must give the Company at least 30 days' notice to change
any automated transfer instructions that are currently in place. Automated
transfers are subject to all of the other provisions and terms of the Contract,
including provisions relating to the transfer of money between investment
options. The Company reserves the right to suspend or modify transfer
privileges at any time and to assess a processing fee for this service.
Before transferring any part of the Contract Value, Contract Owners should
consider the risks involved in switching between investments available under
this Contract. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses in a
declining market. Potential investors should consider their financial ability
to continue purchases through periods of low price levels.
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TELEPHONE TRANSFERS
A Contract Owner may place a transfer request via telephone. The telephone
transfer privilege is available automatically; no special election is necessary
for a Contract Owner to have this privilege. All transfers must be in
accordance with the terms of the Contract. Transfer instructions are currently
accepted on each Valuation Date between 9:00 a.m. and 4:00 p.m., Eastern time,
at 1-800-842-8573. Once instructions have been accepted, they may not be
rescinded; however, new telephone instructions may be given the following day.
If the transfer instructions are not in good order, the Company will not
execute the transfer and will promptly notify the caller.
The Company will make a reasonable effort to record each telephone
transfer conversation, but in the event that no recording is effective or
available, the Contract Owner will remain liable for each telephone transfer
effected. Additionally, the Company is not liable for acting upon instructions
believed to be genuine and in accordance with the procedures described above.
As a result of this policy, the Contract Owner may bear the risk of loss in the
event that the Company follows instructions that prove to be fraudulent.
SPECIAL TRANSFERS
A Contract Owner may transfer the Cash Value to another annuity contract
offered by the Company or an affiliated insurance company under the rules then
in effect.
SURRENDERS AND REDEMPTIONS
A Contract Owner may redeem all or any portion of the Cash Surrender Value
at any time prior to the Maturity Date. The Contract Owner must submit a
written request specifying the investment option(s) from which the surrender is
to be made. The Cash Surrender Value will be determined as of the next
valuation following receipt of the Owner's surrender request at the Company's
Home Office. The Cash Surrender Value may be more or less than the Purchase
Payments made depending on the Contract Value at the time of surrender.
The Company may defer payment of any Cash Surrender Value for a period
of not more than seven days after the request is received in the mail, but
it is the Company's intent to pay as soon as possible. Requests for surrender
that are not in good order will not be processed until the deficiencies are
corrected. The Company will contact the Contract Owner to advise of the reason
for the delay and what is needed to act upon the surrender request.
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SYSTEMATIC WITHDRAWALS
Prior to the Maturity Date, a Contract Owner may elect to take systematic
withdrawals by surrendering a specified dollar amount (at least $100) on a
monthly, quarterly, semiannual or annual basis. The election must be made on a
form provided by the Company. Any applicable surrender charges above the free
withdrawal allowance and any applicable premium taxes will be deducted. The
minimum Contract Value required to elect systematic withdrawals is $15,000 and
the election must be made on the form provided by the Company. The Company will
process the withdrawals by surrendering on a pro-rata basis Accumulation Units
from all investment options in which the Contract Owner has an interest, unless
otherwise directed. The Contract Owner may begin or discontinue systematic
withdrawals at any time by notifying the Company in writing, but at least 30
days' notice must be given to change any systematic withdrawal instructions
that are currently in place.
The Company reserves the right to discontinue offering systematic
withdrawals or to assess a processing fee for this service upon 30 days'
written notice to Contract Owners.
Each systematic withdrawal is subject to federal income taxes on the
taxable portion. In addition, a 10% federal penalty tax may be assessed on
systematic withdrawals if the Contract Owner is under age 59 1/2. Contract
Owners should consult with their tax adviser regarding the tax consequences of
systematic withdrawals.
DEATH BENEFIT
Prior to the Maturity date, a Death Benefit is payable to the Beneficiary
upon the death of the Annuitant, Contract Owner or the first of Joint Owners,
provided there is no Contingent Annuitant. Death Benefits are payable upon the
Company's receipt at its Home Office of due proof of death. If the Company is
notified of the Annuitant's, Contract Owner's, or first of the Joint Owner's
death more than six months after the death, the Death Benefit will be the
Contract Value. A Beneficiary may request that a death benefit payable under
the Contract be applied to one of the settlement options available under the
Contract. (See also "Nonqualified Annuity Contracts," page ___.) See Appendix B
for Contracts issued in Florida.
For nonqualified contracts, if the Contract Owner (including the first of
joint owners) dies before the Maturity Date, a distribution may be required
under the minimum distribution requirements of the federal tax law. If so
required, the Company will recalculate the value of the Contract under the
provisions of "Death Proceeds Prior to the Maturity Date," below. The value of
the Contract, as recalculated, will be credited to the party taking
distributions upon the death of the Contract Owner with the Annuitant or
Contingent Annuitant surviving. This will generally be the surviving joint
owner or otherwise the Beneficiary in accordance with all the circumstances and
the terms of the Contract. This party may differ from the Beneficiary who was
named by the Owner in a written request and who would receive any remaining
contractual benefits upon the death of the Annuitant. This party may be paid in
a single lump sum, or by other options, but should take distributions as
required by minimum distribution requirements of the federal tax law.
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If the Contract Owner's spouse is the surviving joint owner, the spouse may
elect to continue the Contract as owner in lieu of taking a distribution under
the Contract. (See, "Nonqualified Annuity Contracts," page ___.) In this case,
all references to age in the "Death Proceeds Prior to the Maturity Date"
section will be based on the Contract Owner's age rather than the Annuitant's
age.
DEATH PROCEEDS PRIOR TO THE MATURITY DATE
If the Annuitant dies before age 75 and before the Maturity Date, the
Company will pay to the Beneficiary an amount equal to the greatest of (1), (2)
or (3) below, each reduced by any applicable premium tax or prior surrenders
not previously deducted:
1) the Contract Value;
2) the total Purchase Payments made under the Contract; or
3) the Contract Value on the fifth contract year anniversary
immediately preceding the date on which the Company receives due
proof of death.
If the Annuitant dies on or after age 75, but before age 85 (90 in
Florida) and before the Maturity Date, the Company will pay to the Beneficiary
a death benefit in an amount equal to the greatest of (1), (2) or (3) below,
each reduced by any applicable premium tax or prior surrenders not previously
deducted:
1) the Contract Value;
2) the total Purchase Payments made under the Contract; or
3) the Contract Value on the latest fifth contract year anniversary
occurring on or before the Annuitant's 75th birthday.
If the Annuitant dies on or after age 85 (prior to age 90 in Florida) and
before the Maturity Date, the Company will pay to the Beneficiary a death
benefit in an amount equal to the Contract Value, less any applicable premium
tax.
THE ANNUITY PERIOD
MATURITY DATE
Annuity Payments will ordinarily begin on the Maturity Date stated in the
Contract. If no Maturity Date is elected, the Maturity Date will be the
Annuitant's 70th birthday for qualified contracts and the Annuitant's 75th
birthday, or ten years after the Contract Date, if later, for nonqualified
contracts. The Maturity Date is the date on which the Company will begin paying
the first of a series of Annuity or Income Payments in accordance with the
Settlement Option selected by the Contract Owner. Annuity or Income Payments
will begin on the Maturity Date unless the Contract has been fully surrendered
or the proceeds have been paid to the Beneficiary prior to that date. The
Company may require proof that the Annuitant is alive before Annuity Payments
are made.
For nonqualified Contracts, at least 30 days before the original Maturity
Date, a Contract Owner may elect to extend the Maturity Date to any time prior
to the Annuitant's 85th birthday or, for qualified Contracts, to a later date
with the Company's consent. Certain annuity options taken at the Maturity Date
may be used to meet the minimum required distribution requirements
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of federal tax law, or a program of partial surrenders may be used instead.
These mandatory distribution requirements take effect generally upon the death
of the Contract Owner, or with qualified contracts upon either the Contract
Owner's attainment of age 70 1/2 or the death of the Contract Owner.
Independent tax advice should be sought regarding the election of minimum
required distributions.
See Appendix B for Contracts issued in Florida.
ALLOCATION OF ANNUITY
When an Annuity Option is elected, it may be elected as a Variable
Annuity, a Fixed Annuity, or a combination of both. If, at the time Annuity
Payments begin, no election has been made to the contrary, the Contract Value
shall be applied to provide an annuity funded by the same investment options.
At least 15 days prior to the Maturity Date, you may reallocate the Contract
Value among the investment options in order to reallocate the basis on which
Annuity Payments will be determined. (See "Transfers," page ___.)
VARIABLE ANNUITY
ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each
Funding Option was established at $1. An Annuity Unit Value as of any Valuation
Date is equal to (a) the value of the Annuity Unit on the immediately preceding
Valuation Date, multiplied by (b) the corresponding net investment factor for
the Valuation Period just ended, divided by (c) the assumed net investment
factor for the Valuation Period. (For example, the assumed net investment
factor based on an annual assumed net investment rate of 3.0% for a Valuation
Period of one day is 1.000081 and, for a period of two days, is 1.000081 x
1.000081.) The value of an Annuity Unit as of any date other than a Valuation
Date is equal to its value on the next succeeding Valuation Date.
The number of Annuity Units credited to the Contract is determined by
dividing the first monthly Annuity Payment attributable to each Sub-Account by
the corresponding Annuity Unit Value as of 14 days prior to the date Annuity
Payments commence. The number of Annuity Units remains fixed during the annuity
period.
DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains tables used
to determine the first monthly Annuity Payment. The amount applied to effect a
Variable Annuity will be the value of the Sub-Account(s) as of 14 days before
the date Annuity Payments commence less any applicable premium taxes not
previously deducted.
The amount of the first monthly payment depends on the Annuity Option
elected. A formula for determining the adjusted age is contained in the
Contract. The total first monthly Annuity Payment is determined by multiplying
the benefit per $1,000 of value shown in the tables of the Contract by the
number of thousands of dollars of value of the Contract applied to that Annuity
Option. The Company reserves the right to require satisfactory proof of age of
any person on whose life Annuity Payments are based before making the first
payment under any of the Settlement Options.
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DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount
of the second and subsequent Annuity Payments is not predetermined and may
change from month to month based on the investment experience of the applicable
Funding Option. The total amount of each Annuity Payment will be equal to the
sum of the basic payments in each Funding Option. The actual amounts of these
payments are determined by multiplying the number of Annuity Units credited to
each Funding Option by the corresponding Annuity Unit Value as of the date 14
days prior to the date before payment is due.
See Appendix B for Contracts issued in Florida.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not vary during the
Annuity period. The dollar amount of the first Fixed Annuity Payment will be
calculated as described under "Variable Annuity," except that the Annuity Unit
Value will be determined as of the day annuity payments commence. All
subsequent payments will be made in the same amount. If it would produce a
larger payment, the first Fixed Annuity Payment will be determined using the
Life Annuity Tables in effect on the Maturity Date.
PAYMENT OPTIONS
ELECTION OF OPTIONS
On the Maturity Date, or other agreed-upon date, the Company will pay the
amount due under the Contract in one lump sum, or in accordance with the
payment option selected by the Contract Owner. Election of an option must be
made in writing in a form satisfactory to the Company. Any election made during
the lifetime of the Annuitant must be made by the Contract Owner. While the
Annuitant is alive, the Contract Owner may change a Settlement Option election
by written request at any time prior to the Maturity Date. Once Annuity or
Income Payments have begun, no further election changes are allowed. During the
Annuitant's lifetime, if no election has been made prior to the Maturity Date,
the Company will pay to the Contract Owner (or other designated Payee) the
first of a series of monthly Annuity Payments based on the life of the
Annuitant, in accordance with Annuity Option 2 (Life Annuity with 120 monthly
payments assured). For certain qualified contracts, Annuity Option 4 (Joint and
Last Survivor Joint Life Annuity - Annuity Reduced on Death of Primary Payee)
will be the automatic option as described in the contract. The Annuity Options
are described below.
The minimum amount that can be placed under an Annuity or Income Option
will be $2,000 unless the Company consents to a lesser amount. If any monthly
periodic payment due any payee is less than $100, the Company reserves the
right to make payments at less frequent intervals, or to pay the Contract Value
in one lump-sum payment.
See Appendix B for Contracts issued in Florida.
ANNUITY OPTIONS
Subject to the conditions described in "Election of Options" above, all or
any part of the Cash Surrender Value of the Contract may be paid under one or
more of the following Annuity Options. Payments under the Annuity Options may
be elected on a monthly, quarterly, semiannual or annual basis.
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Option 1 - Life Annuity - No Refund. The Company will make Annuity
Payments during the lifetime of the Annuitant, terminating with the last
payment preceding death. This option offers the maximum periodic payment, since
there is no assurance of a minimum number of payments or provision for a death
benefit for beneficiaries.
Option 2 - Life Annuity with 120, 180 or 240 Monthly Payments Assured.
The Company will make monthly Annuity Payments during the lifetime of the
Annuitant, with the agreement that if, at the death of that person, payments
have been made for less than 120, 180 or 240 months, as elected, payments will
be continued during the remainder of the period to the Beneficiary.
Option 3 - Joint and Last Survivor Life Annuity - No Refund. The Company
will make Annuity Payments during the joint lifetime of the two persons on
whose lives payments are based, and during the lifetime of the survivor. No
further payments will be made following the death of the survivor.
Option 4 - Joint and Last Survivor Life Annuity - Annuity Reduced on Death
of Primary Payee. The Company will make Annuity Payments during the lifetimes
of the two persons on whose lives payments are based. One of the two persons
will be designated as the primary payee, the other will be designated as the
secondary payee. On the death of the secondary payee, if survived by the
primary payee, the Company will continue to make monthly Annuity Payments to
the primary payee in the same amount that would have been payable during the
joint lifetime of the two persons. On the death of the primary payee, if
survived by the secondary payee, the Company will continue to make Annuity
Payments to the secondary payee in an amount equal to 50% of the payments which
would have been made during the lifetime of the primary payee. No further
payments will be made following the death of the survivor.
Option 5 - Other Annuity Options. The Company will make any other
arrangements for Annuity Payments as may be mutually agreed upon.
INCOME OPTIONS
Instead of one of the Annuity Options described above, and subject to the
conditions described under "Election of Options," all or part of the Cash
Surrender Value of the Contract may be paid under one or more of the following
Income Options, provided that they are consistent with federal tax law
qualification requirements. Payments under the Income Options may be elected on
a monthly, quarterly, semiannual or annual basis:
Option 1 - Payments of a Fixed Amount. The Company will make equal
payments of the amount elected until the Contract Value applied under this
option has been exhausted. The first payment and all later payments will be
paid from amounts attributable to each investment option in proportion to the
Cash Surrender Value attributable to each. The final payment will include any
amount insufficient to make another full payment.
Option 2 - Payments for a Fixed Period. The Company will make payments for
the period selected. The amount of each payment will be equal to the remaining
Contract Value applied under this option divided by the number of remaining
payments.
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Option 3 - Other Income Options. The Company will make any other
arrangements for Income Payments as may be mutually agreed upon.
The amount applied to effect an Income Option will be the Contract
Value as of 14 days before the date Income Payments commence, less any
applicable premium taxes not previously deducted and any applicable contingent
deferred sales charge. The Contract Value used to determine the amount of any
Income Payment will be determined on the same basis as the Contract Value
during the Accumulation Period, including the deduction for mortality and
expense risks and the Sub-Account Administrative Charge. Income Options differ
from Annuity Options in that the amount of the payments made under Income
Options are unrelated to the length of life of any person. Although the Company
continues to deduct the charge for mortality and expense risks, it assumes no
mortality risks for amounts applied under any Income Option. Moreover, payments
are unrelated to the actual life span of any person. Thus, the Annuitant may
outlive the payment period.
MISCELLANEOUS CONTRACT PROVISIONS
TERMINATION
No Purchase Payments after the first are required to keep the Contract in
effect. However, the Company reserves the right to terminate the Contract on
any Valuation Date if the Contract Value as of that date is less than $1,000
and no Purchase Payments have been made for at least two years, unless
otherwise specified by state law. Termination will not occur until 31 days
after the Company has mailed notice of termination to the Contract Owner at his
or her last known address and to any assignee of record. If the Contract is
terminated, the Company will pay to the Contract Owner the Cash Surrender Value
(Contract Value, in the states of Washington and New Jersey), less any
applicable administrative charge or premium tax.
MISSTATEMENT
If the Annuitant's or Contract Owner's sex or date of birth was misstated,
all benefits under the Contract are the equivalent value of the Purchase
Payments at the correct sex and age. Proof of the Annuitant's or Contract
Owner's age may be filed at any time at the Company's Home Office.
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REQUIRED REPORTS
As often as required by law, but at least once in each Contract Year
before the due date of the first Annuity Payment, the Company will furnish a
report showing the number of Accumulation Units credited to the Contract and
the corresponding Accumulation Unit Value(s) as of the date of the report for
each Funding Option to which the Contract Owner has allocated amounts during
the applicable period. The Company will keep all records required under federal
or state laws.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment of any benefit or values for any Valuation Period (1) when the New York
Stock Exchange ("the Exchange") is closed; (2) when trading on the Exchange is
restricted; (3) when an emergency exists as determined by the SEC so that
disposal of the securities held in the Separate Account is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Separate Accounts' net assets; or (4) during any other period when the
SEC, by order, so permits for the protection of security holders.
TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES
The Company may permit Contract Owners to transfer their Contract Values
into other annuities offered by the Company or its affiliated insurance
Companies under rules then in effect.
FEDERAL TAX CONSIDERATIONS
The following description of the federal income tax consequences under
this Contract is not exhaustive and is not intended to cover all situations.
Because of the complexity of the law and the fact that the tax results will
vary according to the factual status of the individual involved, tax advice may
be needed by a person contemplating purchase of an annuity contract and by a
Contract Owner or Beneficiary who may make elections under a contract. For
further information, a qualified tax adviser should be consulted.
GENERAL TAXATION OF ANNUITIES
Amounts credited to the Contract are not generally taxable until they are
received by the Contract Owner or the Beneficiary, either in the form of
Annuity Payments or other distributions. Distributions from annuities that
include previously taxed amounts may be taxed on an income-first basis
or an income-last basis, or on a pro-rata basis according to the type of plan
or due to other circumstances.
TAX LAW DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES
The Internal Revenue Code of 1986, as amended ("Code") requires that any
nonqualified variable annuity contracts based on a segregated asset account
shall not be treated as an annuity for any period if investments made in the
account are not adequately diversified. Final tax regulations define how
segregated asset accounts must be diversified. The Company monitors the
diversification of investments constantly and believes that its accounts are
adequately diversified. The consequence of any failure is essentially the loss
to the Contract Owner of tax deferred treatment. The Company intends to
administer all contracts subject to this provision of law in a manner that
will maintain adequate diversification.
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OWNERSHIP OF THE INVESTMENTS
Assets in the segregated asset accounts must be owned by the Company and
not by the contract owner for federal income tax purposes. Otherwise, the
deferral of taxes is lost and income and gains from the accounts would be
includable annually in the Contract Owner's gross income.
The Internal Revenue Service has stated in published rulings that a
variable contract owner will be considered the owner of the assets of a
segregated asset account if the owner possesses an incident of ownership in
those assets, such as the ability to exercise investment control over the
assets. The Treasury Department announced, in connection with the issuance of
temporary regulations concerning investment 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, rather than the insurance company, to be treated as the owner of the
assets of the account." This announcement, dated September 15, 1986, also
stated that the guidance would be issued by way of regulations or rulings on
the "extent to which policyholders may direct their investments to particular
subaccounts [of a segregated asset account] without being treated as owners of
the underlying assets." As of the date of this prospectus, no such guidance has
been issued.
The Company does not know if such guidance will be issued, or if it is,
what standards it may set. Furthermore, the Company does not know if such
guidance may be issued with retroactive effect. New regulations are generally
issued with a prospective-only effect as to future sales or as to future
voluntary transactions in existing contracts. The Company therefore reserves
the right to modify the contract as necessary to attempt to prevent Contract
Owners from being considered the owner of the assets of the accounts.
PENALTY TAX FOR PREMATURE DISTRIBUTIONS
Taxable distributions taken before the Contract Owner has attained the age
of 59 1/2 will be subject to a 10% additional tax penalty unless the
distribution is taken in a series of periodic distributions for life or life
expectancy, or unless the distribution follows the death or disability of the
Contract Owner. Other exceptions may be available in certain tax-qualified
plans.
MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
Federal tax law requires that minimum annual distributions begin by April
1st of the calendar year following the calendar year in which a participant
under a qualified plan, a Section 403(b) annuity, or an IRA attains age 70 1/2.
Distributions must also begin or be continued according to required patterns
following the death of the Contract Owner or the Annuitant.
NONQUALIFIED ANNUITY CONTRACTS
Individuals may purchase tax-deferred annuities without tax law funding
limits. The Purchase Payments receive no tax benefit, deduction or deferral,
but increases in the value of the contract are generally deferred from tax
until distribution. If a nonqualified annuity is owned by other than an
individual, however, (e.g., by a corporation), the increases in value
attributable to Purchase Payments made after February 28, 1986 are includable
in income annually. Furthermore, for contracts issued after April 22, 1987, all
deferred increases in value will be includable in the
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<PAGE> 32
income of a Contract Owner when the Contract Owner transfers the contract
without adequate consideration.
If two or more annuity contracts are purchased from the same insurer
within the same calendar year, distributions from any of them will be taxed
based upon the amount of income in all of the same calendar year series of
annuities. This will generally have the effect of causing taxes to be paid
sooner on the deferred gain in the contracts.
Those receiving partial distributions made before the Maturity Date will
generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this Contract,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035
of the Code may be withdrawn first without income tax liability. This
information on deposits must be provided to the Company by the other insurance
company at the time of the exchange. There is income in the contract generally
to the extent the Cash Value exceeds the investment in the contract. The
investment in the contract is equal to the amount of premiums paid less any
amount received previously which was excludable from gross income. Any direct
or indirect borrowing against the value of the contract or pledging of the
contract as security for a loan will be treated as a cash distribution under
the tax law.
The federal tax law requires that nonqualified annuity contracts meet
minimum mandatory distribution requirements upon the death of the Contract
Owner, including the first of joint owners. Failure to meet these requirements
will cause the surviving joint owner, or the Beneficiary to lose the tax
benefits associated with annuity contracts, i.e., primarily the tax deferral
prior to distribution. The distribution required depends, among other things,
upon whether an Annuity option is elected or whether the new Contract Owner is
the surviving spouse. Contracts will be administered by the Company in
accordance with these rules and the Company will make a notification when
payments should be commenced.
INDIVIDUAL RETIREMENT ANNUITIES
To the extent of earned income for the year and not exceeding $2,000 per
individual, an individual may make deductible contributions to an individual
retirement annuity (IRA). There are certain limits on the deductible amount
based on the adjusted gross income of the individual and spouse and based on
their participation in a retirement plan. If an individual is married and the
spouse does not have earned income, the individual may establish IRAs for the
individual and spouse. Purchase Payments may then be made annually into IRAs
for both spouses in the maximum amount of 100% of earned income up to a
combined limit of $2,250.
The Code provides for the purchase of a Simplified Employee Pension (SEP)
plan. A SEP is funded through an IRA with an annual employer contribution limit
of 15% of compensation up to $30,000 for each participant.
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QUALIFIED PENSION AND PROFIT-SHARING PLANS
Under a qualified pension or profit-sharing plan, Purchase Payments made
by an employer are not currently taxable to the participant and increases in
the value of a contract are not subject to taxation until received by a
participant or Beneficiary.
Distributions are taxable to the participant or Beneficiary as ordinary
income in the year of receipt. Any distribution that is considered the
participant's "investment in the contract" is treated as a return of capital
and is not taxable. Certain lump-sum distributions may be eligible for special
forward averaging tax treatment for certain classes of individuals.
FEDERAL INCOME TAX WITHHOLDING
The portion of a distribution which is taxable income to the recipient
will be subject to federal income tax withholding as follows:
1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(B) PLANS OR ARRANGEMENTS
OR FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS
There is a mandatory 20% tax withholding for plan distributions that are
eligible for rollover to an IRA or to another retirement plan but that are not
directly rolled over. A distribution made directly to a participant or
Beneficiary may avoid this result if:
(a) a periodic settlement distribution is elected based upon a life or life
expectancy calculation, or
(b) a term-for-years settlement distribution is elected for a period of ten
years or more, payable at least annually, or
(c) a minimum required distribution as defined under the tax law is taken
after the attainment of the age of 701/2 or as otherwise required by law.
A distribution including a rollover that is not a direct rollover will be
subject to the 20% withholding, and a 10% additional tax penalty may apply to
any amount not added back in the rollover. The 20% withholding may be recovered
when the participant or Beneficiary files a personal income tax return for the
year if a rollover was completed within 60 days of receipt of the funds, except
to the extent that the participant or spousal Beneficiary is otherwise
underwithheld or short on estimated taxes for that year.
2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)
To the extent not described as requiring 20% withholding in 1 above,
the portion of a non-periodic distribution which constitutes taxable income
will be subject to federal income tax withholding, if the aggregate
distributions exceed $200 for the year, unless the recipient elects not to have
taxes withheld. If no such election is made, 10% of the taxable distribution
will be withheld as federal income tax. Election forms will be provided at the
time distributions are requested. This form of withholding applies to all
annuity programs.
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3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR)
The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. As of January 1, 1994, a recipient receiving
periodic payments (e.g., monthly or annual payments under an Annuity Option)
which total $13,700 or less per year, will generally be exempt from periodic
withholding.
Recipients who elect not to have withholding made are liable for payment
of federal income tax on the taxable portion of the distribution. All
recipients may also be subject to penalties under the estimated tax payment
rules if withholding and estimated tax payments are not sufficient to cover tax
liabilities.
Recipients who do not provide a social security number or other taxpayer
identification number will not be permitted to elect out of withholding.
Additionally, United States citizens residing outside of the country, or U.S.
legal residents temporarily residing outside the country, are not permitted to
elect out of withholding.
VOTING RIGHTS
The Contract Owner has certain voting rights in Fund ABD and the Funding
Options. The number of votes which a Contract Owner may cast in the
accumulation period is equal to the number of Accumulation Units credited under
the Contract. During the annuity period, the Contract Owner may cast the number
of votes equal to (i) the reserve related to the Contract divided by (ii) the
value of an Accumulation Unit. A Contract Owner's voting rights will decline as
the reserve for the Contract declines.
Each person having a voting interest in Fund ABD will receive periodic
reports relating to the Funding Options in which he or she has an interest, as
well as any proxy materials, including a form on which to give voting
instructions with respect to the proportion of the Funding Option shares held
by Fund ABD which correspond to his or her interest in the Funding Option.
Upon the death of the Contract Owner, all voting rights will vest in the
Beneficiary of the Contract, except in the case of Contracts where the
surviving spouse becomes the Contract Owner.
The Company will vote shares of Funding Options held by Fund ABD at
regular and special meetings of the Funding Option shareholders in accordance
with instructions received from persons having a voting interest in Fund ABD.
The Company will vote shares for which it has not received instructions in the
same proportion as it votes shares for which it has received instructions. If
the 1940 Act or any regulation thereunder should be amended, or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote shares of the Funding Options in its own right, it
may elect to do so.
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DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company or certain other registered
broker-dealers. The compensation paid to sales representatives will not exceed
8.5% of the payments made under the Contracts.
From time to time, the Company may pay or permit other promotional
incentives, in cash, credit or other compensation.
Any sales representative or employee will have been qualified to sell
Variable Annuities under applicable federal and state laws. Each broker-dealer
is registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, and all are members of the National Association of
Securities Dealers, Inc. Tower Square Securities, Inc., an affiliate of the
Company, is the principal underwriter for the Contracts; however, it is
currently anticipated that an affiliated broker-dealer may become the principal
underwriter for the Contracts during 1996.
CONFORMITY WITH STATE AND FEDERAL LAWS
The Contract is governed by the laws of the state in which it is
delivered. Any paid-up Annuity, Cash Surrender Value or death benefits that are
available under the Contract are not less than the minimum benefits required by
the statutes of the state in which the Contract is delivered. The Company may
at any time make any changes, including retroactive changes, in the Contract to
the extent that the change is required to meet the requirements of any law or
regulation issued by any governmental agency to which the Company, the Contract
or the Contract Owner is subject.
LEGAL PROCEEDINGS AND OPINIONS
There are no pending material legal proceedings affecting Fund ABD. 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 annuity contracts
under Connecticut law and the validity of the forms of the variable annuity
contracts under Connecticut law, have been reviewed by the General Counsel of
the Life and Annuities Division of the Company.
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<PAGE> 36
APPENDIX A
THE FIXED ACCOUNT
Under the Fixed Account, the Company assumes the risk of investment gain
or loss, guarantees a specified interest rate, and guarantees a specified
periodic annuity payment. The investment gain or loss of Fund ABD or any of the
Funding Options does not affect the Fixed Account portion of the Contract
Owner's Contract Value, or the dollar amount of fixed annuity payments made
under any payout option.
The Company guarantees that, at any time, the Fixed Account Contract Value
will not be less than the amount of the Purchase Payments allocated to the
Fixed Account, plus interest credited as described above, less any applicable
premium taxes or prior surrenders. If the Contract Owner effects a surrender,
the amount available from the Fixed Account will be reduced by any applicable
surrender charge as described under "Charges and Fees" in this prospectus.
Purchase Payments allocated to the Fixed Account and any transfers made to
the Fixed Account become part of the Company's general account which supports
insurance and annuity obligations. Neither the general account nor any interest
therein is registered under, nor subject to the provisions of the Securities
Act of 1933 or 1940 Act. The Company will invest the assets of the Fixed
Account at its discretion. Investment income from such Fixed Account assets
will be allocated to the Company and to the Contracts participating in the
Fixed Account.
Investment income from the Fixed Account allocated to the Company includes
compensation for mortality and expense risks borne by the Company in connection
with Fixed Account Contracts. The amount of such investment income allocated to
the Contracts will vary from year to year in the sole discretion of the Company
at such rate or rates as the Company prospectively declares from time to time.
The initial rate for any deposit into the Fixed Account is guaranteed for
one year from the date of such deposit. Subsequent renewal rates will be
guaranteed for the calendar quarter. The Company also guarantees that for the
life of the Contract it will credit interest at not less than 3% per year. Any
interest credited to amounts allocated to the Fixed Account in excess of 3% per
year will be determined in the sole discretion of the company. The Contract
Owner assumes the risk that interest credit to the Fixed Account may not exceed
the minimum guarantee of 3% for any given year.
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<PAGE> 37
TRANSFERS
Transfers from the Fixed Account to any other available investment
option(s) will be permitted twice a year during the 30 days following the
semiannual Contract Date anniversary in an amount of up to 15% of the Fixed
Account value on the semiannual Contract Date anniversary. (This restriction
does not apply to transfers from the Dollar Cost Averaging Program.) Amounts
previously transferred from the Fixed Account to other investment options may
not be transferred back to the Fixed Account for a period of at least six
months from the date of transfer. The Company reserves the right to waive
either of these restrictions in its discretion.
Automated transfers from the Fixed Account to any of the investment
options may begin at any time. Automated transfers from the Fixed Account may
not deplete your Fixed Account value in a period of less than twelve months
from enrollment in the Dollar Cost Averaging Program.
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APPENDIX B
FOR CONTRACTS ISSUED IN THE STATE OF FLORIDA
THE ANNUITY PERIOD
MATURITY DATE
The maturity date may not be any date beyond the Annuitant's 90th birthday.
THE VARIABLE ANNUITY
Variable payouts are not permitted in Florida. Contract Owners may only have
their Contract Values applied to provide a Fixed Annuity.
Disregard the "Variable Annuity" section described on page 14.
ELECTION OF OPTIONS
On the Maturity Date, or other agreed-upon date, the Company will pay an amount
payable under the Contract in accordance with the payment option selected by
the Contract Owner. Election of an option must be made in writing in a form
satisfactory to the Company. Any election made during the lifetime of the
Annuitant must be made by the Contract Owner. While the Annuitant is alive, the
Contract Owner may change a Settlement Option election by Written Request at
any time prior to the Maturity Date. Once Annuity or Income Payments have
begun, no further election changes are allowed. During the Annuitant's
lifetime, if no election has been made prior to the Maturity Date, the Company
will pay to the Contract Owner the first of a series of monthly Annuity
Payments based on the life of the Annuitant, in accordance with Annuity Option
2 (Life Annuity with 120 monthly payments assured). For certain tax-qualified
contracts, Annuity Option 4 (Joint and Last Survivor Joint Life Annuity-Annuity
Reduced on Death of Primary Payee) will be the automatic option as described in
the contract.
The minimum amount that can be placed under an Annuity or Income Option will be
$2,000 unless the Company consents to a lesser amount. If any monthly periodic
payment due any payee is less than $100, the Company reserves the right to make
payments at less frequent intervals, or to pay the Contract Value in one
lump-sum payment.
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APPENDIX C
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information contains more specific information
and financial statements relating to the Separate Account and The Travelers
Insurance Company. A list of the contents of the Statement of Additional
Information is set forth below:
The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Valuation of Assets
Performance Information
Independent Accountants
Financial Statements
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Copies of the Statement of Additional Information dated________, 199_ (Form No.
L-12547S) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Insurance Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183-9061.
Name:
Address:
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PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 41
STATEMENT OF ADDITIONAL INFORMATION
dated
___________, 1996
for
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
ISSUED BY
THE TRAVELERS INSURANCE COMPANY
This Statement of Additional Information ("SAI") is not a prospectus but
relates to, and should be read in conjunction with, The Travelers Fund ABD
Individual Variable Annuity Contract Prospectus dated __________, 1996. A
copy of the Prospectus may be obtained by writing to The Travelers Insurance
Company, Annuity Services, One Tower Square, Hartford, Connecticut 06183-9061,
or by calling 1-800-842-8573.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 2
VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
<PAGE> 42
THE INSURANCE COMPANY
The Travelers Insurance Company (the "Company"), is a stock insurance
company chartered in 1864 in Connecticut and continuously engaged in the
insurance business since that time. It is licensed to conduct life insurance
business in all states of the United States, the District of Columbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The Company
is an indirect wholly owned subsidiary of Travelers Group Inc. The Company's
Home Office is located at One Tower Square, Hartford, Connecticut 06183.
STATE REGULATION. The Company is subject to the laws of the state of
Connecticut governing insurance companies and to regulation by the Insurance
Commissioner of the state of Connecticut (the "Commissioner"). An annual
statement covering the operations of the Company for the preceding year, as
well as its financial conditions as of December 31 of such year, must be filed
with the Commissioner in a prescribed format on or before March 1 of each year.
The Company's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is conducted at least once every four years.
The Company is also subject to the insurance laws and regulations of
all other states in which it is licensed to operate. However, the insurance
departments of each of these states generally apply the laws of the
jurisdiction of domicile in determining the field of permissible investments.
THE SEPARATE ACCOUNT. Fund ABD meets the definition of a separate account under
the federal securities laws, and will comply with the provisions of the 1940
Act. Additionally, the operations of Fund ABD are subject to the provisions of
Section 38a-433 of the Connecticut General Statutes which authorizes the
Commissioner to adopt regulations under it. Section 38a-433 contains no
restrictions on the investments of the Separate Account, and the Commissioner
has adopted no regulations under the Section that affect the Separate Account.
THE FIXED ACCOUNT. The Fixed Account is secured by part of the general assets
of the Company. The general assets of the Company include all assets of the
Company other than those held in Fund ABD or any other separate account
sponsored by the Company or its affiliates.
The staff of the Securities and Exchange Commission ("SEC") does not
generally review the disclosure in the prospectus relating to the Fixed Account.
Disclosure regarding the Fixed Account and the general account may, however, be
subject to certain provisions of the federal securities laws relating to the
accuracy and completeness of statements made in the prospectus.
PRINCIPAL UNDERWRITER
Tower Square Securities, Inc. ("TSSI"), an affiliate of the Company,
serves as principal underwriter for Fund ABD and the Contracts. The offering
is continuous. TSSI is an indirect wholly owned subsidiary of Travelers Group
Inc. and its principal executive offices are located at One Tower Square,
Hartford, Connecticut. It is anticipated that an affiliated broker-dealer may
become the principal underwriter for the Contracts in 1996.
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<PAGE> 43
DISTRIBUTION AND MANAGEMENT AGREEMENT
Under the terms of the Distribution and Management Agreement among
Fund ABD, the Company and TSSI, the Company provides all administrative
services and mortality and expense risk guarantees related to variable annuity
contracts sold by the Company in connection with the Fund ABD. TSSI performs
the sales functions related to the Contracts. The Company reimburses TSSI for
commissions paid, other sales expenses and certain overhead expenses connected
with sales functions. The Company also pays all costs (including costs
associated with the preparation of sales literature); all costs of qualifying
the Fund ABD and the variable annuity contract with regulatory authorities; the
costs of proxy solicitation; and all custodian, accountant's and legal fees.
The Company also provides without cost to the Fund ABD all necessary office
space, facilities, and personnel to manage its affairs.
VALUATION OF ASSETS
FUNDING OPTIONS: The value of the assets of each Underlying Fund is determined
on each Valuation Date as of the close of the New York Stock Exchange. Each
security traded on a national securities exchange is valued at the last
reported sale price on the Valuation Date. If there has been no sale on that
day, then the value of the security is taken to be the mean between the
reported bid and asked prices on the Valuation Date or on the basis of
quotations received from a reputable broker or any other recognized source.
Any security not traded on a securities exchange but traded in the
over-the-counter-market and for which market quotations are readily available
is valued at the mean between the quoted bid and asked prices on the Valuation
Date or on the basis of quotations received from a reputable broker or any
other recognized source.
Securities traded on the over-the-counter-market and listed securities
with no reported sales are valued at the mean between the last reported bid and
asked prices or on the basis of quotations received from a reputable broker or
other recognized source.
Short-term investments for which a quoted market price is available
are valued at market. Short-term investments maturing in more than sixty days
for which there is no reliable quoted market price are valued by "marking to
market" (computing a market value based upon quotations from dealers or issuers
for securities of a similar type, quality and maturity.) "Marking to market"
takes in account unrealized appreciation or depreciation due to changes in
interest rates or other factors which would influence the current fair values
of such securities. Short-term investments maturing in sixty days or less for
which there is no reliable quoted market price are valued at amortized cost
which approximates market.
THE CONTRACT VALUE: The value of an Accumulation Unit on any Valuation Date is
determined by multiplying the value on the immediately preceding Valuation Date
by the net investment factor for the Valuation Period just ended. The net
investment factor is used to measure the investment performance of a Funding
Option from one Valuation Period to the next. The net investment factor for a
Funding Option for any Valuation Period is equal to the sum of 1.000000 plus
the net investment rate (the gross investment rate less any applicable Funding
Option deductions during the Valuation Period relating to
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<PAGE> 44
the Insurance Charge and the Funding Option Administrative Charge). The gross
investment rate of a Funding Option is equal to (a - b) / c where:
(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the Funding Option at the beginning of the
Valuation Period.
The gross investment rate may be either positive or negative. A
Funding Option's investment income includes any distribution whose ex-dividend
date occurs during the Valuation Period.
PERFORMANCE INFORMATION
From time to time, the Company may advertise several types of
historical performance for the Funding Options of Fund ABD. The Company may
advertise the "standardized average annual total returns" of the Funding
Option, calculated in a manner prescribed by the Securities and Exchange
Commission, as well as the "non-standardized total return," as described below:
STANDARDIZED METHOD. Quotations of average annual total return are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values over one-, five-, and ten-year periods, or for a period covering the
time during which the Funding Option has been in existence if less. These
quotations reflect the deduction of all recurring charges during each period
(on a pro rata basis in the case of fractional periods). The deduction for the
annual administrative charge ($30) is converted to a percentage of assets based
on the actual fee collected, divided by the average net assets per contract
sold under the Prospectus to which this Statement of Additional Information
relates. Each quotation assumes a total redemption at the end of each period
with the assessment of any applicable Contingent Deferred Sales Charge at that
time.
NON-STANDARDIZED METHOD. Non-standardized "total return" will be
calculated in a similar manner based on the performance of the Funding Options
over a period of time, usually for the calendar year-to-date, and for the past
one-, three-, five- and seven-year periods. Non-standardized total return will
not reflect the deduction of any applicable Contingent Deferred Sales Charge or
the $30 annual contract administrative charge, which, if reflected, would
decrease the level of performance shown. The contingent Deferred Sales Charge
is not reflected because the Contract is designed for long-term investment.
GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may
be quoted numerically or may be presented in a table, graph or other
illustration. Advertisements may include data comparing performance to
well-known indices of market performance (including, but not limited to, the
Dow Jones Industrial Average, the Standard & Poor's (S&P) 500 Index and the S&P
400 Index, the Lehman Brothers Long T-Bond Index, the Russell 1000, 2000 and
3000 Indices, the Value Line Index, and the Morgan Stanley Capital
International's EAFE Index). Advertisements may also include published
editorial comments and performance rankings compiled by independent
organizations (including, but not limited to, Lipper Analytical Services, Inc.
and Morningstar, Inc.) and publications that monitor the performance of Fund
ABD and the Underlying Funds.
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<PAGE> 45
For Funding Options that were in existence prior to the date they
became available under Fund ABD, the standardized average total return and
non-standardized total return quotations will show the investment performance
that such Funding Options would have achieved (reduced by the applicable
charges) had they been held under the Contract for the period quoted. The
total return quotations are based upon historical earnings and are not
necessarily representative of future performance. An Owner's Contract Value at
redemption may be more or less than original cost.
Average annual total returns for each of the Funding Options computed
according to the standardized and non-standardized methods for the period
ending December 31, 199_ (beginning at inception date) are set forth in the
following table.
TOTAL RETURN CALCULATIONS
FUNDING OPTIONS OF FUND ABD
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
STANDARDIZED NON-STANDARDIZED
Inception
1-yr, 5-yr, 10-yr 1-yr, 3-yr, 5-yr, 7-yr Date
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund
High Yield Bond Trust
Managed Assets Trust
U.S. Government Securities
Portfolio
Social Awareness Stock
Portfolio
Utilities Portfolio
</TABLE>
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., certified public independent accountants,
100 Pearl Street, Hartford, Connecticut, are the independent auditors for Fund
ABD. The services to be provided to Fund ABD include primarily the
examination of the Fund's financial statements.
FINANCIAL STATEMENTS
Financial Statements for Fund ABD are not available since the Fund had
no assets as of the effective date of this SAI. Financial statements for The
Travelers Insurance Company are included in this SAI.
4
<PAGE> 46
STATEMENT OF ADDITIONAL INFORMATION
FUND ABD
Individual Variable Annuity Contract
issued by
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
L-12547S ___________, 1996
5
<PAGE> 47
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The financial statements of the Registrant are not provided since the
Registrant will have no assets prior to the effective date of the
Registration Statement.
The consolidated financial statements of The Travelers Insurance Company
and subsidiaries and the Reports of Independent Accountants, will be
provided in a subsequent pre-effective amendment.
(b) Exhibits
1. Resolution of The Travelers Insurance Company Board of Directors
authorizing the establishment of the Registrant.
2. Exempt.
3(a). Form of Distribution and Management Agreement among the Registrant,
The Travelers Insurance Company and Tower Square Securities, Inc.
3(b). Form of Selling Agreement.
4. Form of Variable Annuity Contract(s).
5. None.
6(a). Charter of The Travelers Insurance Company, as amended on October 19,
1994. (Incorporated herein by reference to Exhibit 3(a)(i) to
Registration Statement on Form S-2, File No. 33-58677, filed via Edgar
on April 18, 1995.)
6(b). By-Laws of The Travelers Insurance Company, as amended on October 20,
1994. (Incorporated herein by reference to Exhibit 3(b)(i) to the
Registration Statement on Form S-2, File No. 33-58677, filed via Edgar
on April 18, 1995.)
7. None.
8. None.
9. Opinion of Counsel as to the legality of securities being registered.
10. Not Applicable.
11. Not Applicable.
12. None
13. Schedule for computation of each performance quotation. To be filed
by amendment.
14. Representation concerning reliance upon No-Action Letter IP-6-88.
<PAGE> 48
15(a). Powers of Attorney authorizing Jay S. Fishman or Ernest J. Wright as
signatory for Robert I. Lipp, Michael A. Carpenter, Charles O. Prince
III, Marc P. Weill, Irwin R. Ettinger, Donald T. DeCarlo and Christine
B. Mead.
27. Financial Data Schedule. (To be filed by amendment.)
<PAGE> 49
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Depositor
- ---------------- -------------------------
<S> <C>
Robert I. Lipp* Director and Chairman
Michael A. Carpenter* Director, President and Chief Executive Officer
Jay S. Fishman* Director, Vice Chairman and Chief Financial Officer
Charles O. Prince III** Director
Marc P. Weill** Director, Senior Vice President and Chief Investment Officer
Irwin R. Ettinger** Director
Michael A. Carpenter* Director
Donald T. DeCarlo* Director, Senior Vice President, General Counsel
and Secretary
Stuart Baritz** Senior Vice President
Jay S. Benet* senior Vice President
George C. Kokulis* Senior Vice President
Warren H. May* Senior Vice President
Christine B. Mead* Vice President and Controller
William H. White* Vice President and Treasurer
Ian R. Stuart* Vice President and Financial Officer
Kathleen A. D'Auria* Vice President
Charles N. Vest* Vice President and Actuary
Robert Hamilton* Second Vice President
Bethann C. Maas* Second Vice President
Elizabeth Charron* Second Vice President
Ernest J. Wright* Counsel and Assistant Secretary
Kathleen A. McGah* Counsel and Assistant Secretary
</TABLE>
<TABLE>
<CAPTION>
Principal Business Address:
<S> <C>
* The Travelers Insurance Company **Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013
</TABLE>
<PAGE> 50
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
<PAGE> 51
Item 26. Persons Controlled by or Under Common Control with the Depositor.
OWNERSHIP OF THE TRAVELERS INSURANCE COMPANY
<TABLE>
<CAPTION>
COMPANY STATE OF ORGANIZATION OWNERSHIP PRINCIPAL BUSINESS
- ------- --------------------- --------- ------------------
<S> <C> <C> <C>
Travelers Group Inc. Delaware Publicly Held ----------------
Associated Madison Companies Inc. Delaware 100.00 ----------------
The Travelers Insurance Group, Inc. Connecticut 100.00 ----------------
The Travelers Insurance Company Connecticut 100.00 Insurance
</TABLE>
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
THE TRAVELERS INSURANCE COMPANY
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AC Health Ventures, Inc. Delaware 100.00 Inactive
AMCO Biotech, Inc. Delaware 100.00 Inactive
Associated Madison Companies, Inc. Delaware 100.00 Holding company.
American National Life Insurance (T & C), Ltd. Turks and Caicos Islands 100.00 Insurance
ERISA Corporation NewYork 100.00 Inactive
Mid-America Insurance Services, Inc. Georgia 100.00 Third party administrator
National Marketing Corporation Pennsylvania 100.00 Inactive
</TABLE>
<PAGE> 52
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PFS Custodial Services, Inc. Georgia 100.00 General partner
PFS Distributors, Inc. Georgia 100.00 General partner
PFS Investments Inc. Georgia 100.00 Broker dealer
PFS Services, Inc. Georgia 100.00 General partner
Primerica Finance Corporation Delaware 100.00 Holding company
American Capital Custodial Services, Inc. Delaware 100.00 Limited partner
PFS T.A., Inc. Delaware 100.00 Joint venture partner
Primerica Financial Services Home Mortgages, Inc. Georgia 100.00 Mortgage loan broker
Primerica Financial Services, Inc. Nevada 100.00 General agency
Primerica Financial Services Agency of New York, Inc. New York 100.00 General agency licensing
Primerica Financial Services Insurance
Marketing of Connecticut, Inc. Connecticut 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of Idaho, Inc. Idaho 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of Nevada, Inc. Nevada 100.00 General agency licensing
Primerica Financial Services Insurance
Marketing of Pennsylvania, Inc. Pennsylvania 100.00 General agency licensing
Primerica Financial Services Insurance
Marketing of the Virgin Islands, Inc. United States Virgin 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of Wyoming, Inc. Wyoming 100.00 General agency licensing
Primerica Financial Services Insurance Marketing, Inc. Delaware 100.00 General agency licensing
Primerica Financial Services of Alabama, Inc. Alabama 100.00 General agency licensing
Primerica Financial Services of New Mexico, Inc. New Mexico 100.00 General agency licensing
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Primerica Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 General agency licensing
Primerica Insurance Marketing Services of Puerto Rico, Inc. Puerto Rico 100.00 Insurance agency
Primerica Insurance Services of Louisiana, Inc. Louisiana 100.00 General agency licensing
Primerica Insurance Services of Maryland, Inc. Maryland 100.00 General agency licensing
Primerica Services, Inc. Georgia 100.00 Print operations
RCM Acquisition Inc. Delaware 100.00 Investments
SCN Acquisitions Company Delaware 100.00 Investments
SL&H Reinsurance, Ltd. Turks and Caicos Islands 100.00 Reinsurance
Southwest Service Agreements, Inc. North Carolina 100.00 Warranty/service agreements
Southwest Warranty Corporation Florida 100.00 Extended automobile warranty
The Travelers Insurance Group Inc. Connecticut 100.00 Holding company
Harbour Associates I, Inc. Delaware 100.00 Real estate holding
Deer Run II, Inc. Delaware 100.00 Real estate holding
Net & Twine II Corporation Delaware 100.00 Real estate holding
KP Properties Corporation Massachusetts 100.00 Real estate
KPI 85, Inc. Massachusetts 100.00 Real estate
KRA Advisers Corporation Massachusetts 100.00 Real estate
KRP Corporation Massachusetts 100.00 Real estate
La Metropole S.A. Belgium 98.83 P-C insurance/reinsurance
</TABLE>
3
<PAGE> 54
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Principal Financial Associates, Inc. 100.00 Inactive
Winthrop Financial Group, Inc. 100.00 Leasing company
The Plaza Corporation Connecticut 100.00 Holding company
Joseph A. Wynne Agency California 100.00 Inactive
The Copeland Companies New Jersey 100.00 Holding company
American Odyssey Funds Management, Inc. New Jersey 100.00 Investment advisor
American Odyssey Funds, Inc. Maryland 100.00 Investment management
Copeland Administrative Services, Inc. New Jersey 100.00 Administrative services
Copeland Associates, Inc. Delaware 100.00 Fixed/variable annuities
Copeland Associates Agency of Ohio, Inc. Ohio 99.00 Fixed/variable annuities
Copeland Associates of Alabama, Inc. Alabama 100.00 Fixed/variable annuities
Copeland Associates of Montana, Inc. Montana 100.00 Fixed/variable annuities
Copeland Benefits Management Company New Jersey 51.00 Investment marketing
Copeland Equities, Inc. New Jersey 100.00 Fixed/variable annuities
H.C. Copeland Associates, Inc. of Massachusetts Massachusetts 100.00 Fixed annuities
Copeland Financial Services, Inc. New Jersey 100.00 Investment advisory services.
Copeland Healthcare Services, Inc. New Jersey 100.00 Life insurance marketing
H.C. Copeland and Associates, Inc. of Texas Texas 100.00 Fixed/variable annuities
The Parker Realty and Insurance Agency, Inc. Vermont 57.98 Real estate
</TABLE>
4
<PAGE> 55
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Travelers General Agency of Hawaii, Inc. Hawaii 100.00 Insurance agency
The Prospect Company Delaware 100.00 Investments
89th & York Avenue Corporation New York 100.00 Real estate
979 Third Avenue Corporation Delaware 100.00 Real estate
Meadow Lane, Inc. Georgia 100.00 Real estate development
Panther Valley, Inc. New Jersey 100.00 Real estate management
Prospect Management Services Company Delaware 100.00 Real estate management
The Travelers Asset Funding Corporation Connecticut 100.00 Investment adviser
Travelers Capital Funding Corporation Connecticut 100.00 Furniture/equipment
The Travelers Corporation of Bermuda Limited Bermuda 99.99 Pensions
The Travelers Indemnity Company Connecticut 100.00 P-C insurance
Commercial Insurance Resources, Inc. Delaware 100.00 Holding company
Gulf Insurance Company Missouri 100.00 P-C insurance
Atlantic Insurance Company Texas 100.00 P-C insurance
Gulf Risk Services, Inc. Delaware 100.00 Claims/risk management
Gulf Underwriters Insurance Company North Carolina 100.00 P-C ins/surplus lines
The Travelers Indemnity Company of Missouri Missouri 100.00 P-C insurance
Select Insurance Company Texas 100.00 P-C insurance
Countersignature Agency, Inc. Florida 100.00 Countersign ins policies
</TABLE>
5
<PAGE> 56
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
First Trenton Indemnity Company New Jersey 100.00 P-C insurance
Laramia Insurance Agency, Inc. North Carolina 100.00 Flood insurance
Lynch, Ryan & Associates, Inc. Massachusetts 100.00 Cost containment
The Charter Oak Fire Insurance Company Connecticut 100.00 P-C insurance
VIPortfolio Agency, Inc. Delaware 100.00 Insurance agency
The Phoenix Insurance Company Connecticut 100.00 P-C insurance
Constitution State Service Company Montana 100.00 Service company
The Travelers Indemnity Company of America Georgia 100.00 P-C insurance
The Travelers Indemnity Company of Connecticut Connecticut 100.00 Insurance
The Travelers Indemnity Company of Illinois Illinois 100.00 P-C insurance
The Premier Insurance Company of Massachusetts Massachusetts 100.00 Insurance
The Travelers Home and Marine Insurance Company Indiana 100.00 P-C insurance
The Travelers Lloyds Insurance Company Texas 100.00 Non-life insurance
TI Home Mortgage Brokerage, Inc. Delaware 100.00 Mortgage brokerage services
TravCo Insurance Company Indiana 100.00 P-C insurance
Travelers Medical Management Services Inc. Delaware 100.00 Managed care
The Travelers Insurance Company Connecticut 100.00 Insurance
Delaware Windtree Realty Corporation Delaware 100.00 Real estate holdings
Market Funding Corporation I Delaware 100.00 Real estate management
</TABLE>
6
<PAGE> 57
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Market Funding Corporation II Delaware 100.00 Real estate management
Red Oak Plaza Holding Company, Inc. Delaware 100.00 Inactive
The Travelers Life and Annuity Company Connecticut 100.00 Life insurance
Three Parkway Inc. - I Pennsylvania 100.00 Investment real estate
Three Parkway Inc. - II Pennsylvania 100.00 Investment real estate
Three Parkway Inc. - III Pennsylvania 100.00 Investment real estate
Travelers Insurance Holdings Inc. Georgia 100.00 Holding company
AC RE, Ltd. Bermuda 100.00 Reinsurance
American Financial Life Insurance Company Texas 100.00 Insurance
Transport Life Insurance Company Texas 100.00 Insurance
Continental Life Insurance Company Texas 100.00 Insurance
Primerica Life Insurance Company Massachusetts 100.00 Life insurance
National Benefit Life Insurance Company New York 100.00 Insurance
Primerica Financial Services (Canada) Ltd. Canada 100.00 Holding company
PFSL Investments Canada Ltd. Canada 100.00 Mutual fund dealer
Primerica Financial Services Ltd. Canada 82.82 General agent
Primerica Life Insurance Company of Canada Canada 100.00 Life insurance
The Travelers Insurance Corporation Proprietary Limited Australia 100.00 Inactive
The Travelers Marine Corporation California 100.00 General insurance brokerage
</TABLE>
7
<PAGE> 58
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Travelers Realty Investment Company Connecticut 100.00 Real estate investment advisor
AdVision, Inc. nnecticut 100.00 Advertising agency
Constitution Plaza, Inc. nnecticut 100.00 Real estate brokerage
Travelers Asset Management International Corporation New York 100.00 Investment adviser
Travelers Canada Corporation Canada 100.00 Inactive
Tower Square Securities, Inc. Connecticut 100.00 Broker dealer
Travelers Mortgage Securities Corporation Delaware 100.00 Collateralized obligations
Travelers of Ireland Limited Ireland 99.90 Data processing
Travelers Specialty Property Casualty Company, Inc. Connecticut 100.00 Insurance management
CCC Holdings, Inc. Delaware 100.00 Holding company
Commercial Credit Company Delaware 100.00 Holding company.
American Health and Life Insurance Company Maryland 100.00 LH&A Insurance
Brookstone Insurance Company Vermont 100.00 Insurance managers
CC Finance Company, Inc. New York 100.00 Consumer lending
CC Financial Services, Inc. Hawaii 100.00 Financial services
CCC Fairways, Inc. Delaware 100.00 Investment company
City Loan Financial Services, Inc. Ohio 100.00 Consumer finance
Commercial Credit Banking Corporation Oregon 100.00 Consumer finance
Commercial Credit Consumer Services, Inc. Minnesota 100.00 Consumer finance
</TABLE>
8
<PAGE> 59
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial Credit Corporation (AL) Alabama 100.00 Consumer finance
Commercial Credit Corporation (CA) California 100.00 Consumer finance
Commercial Credit Corporation (IA) Iowa 100.00 Consumer finance
Commercial Credit Corporation (KY) Kentucky 100.00 Consumer finance
Certified Insurance Agency, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Investment, Inc. Kentucky 100.00 Investment company
National Life Insurance Agency of Kentucky, Inc. Kentucky 100.00 Insurance agency
Union Casualty Insurance Agency, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Corporation (MD) Maryland 100.00 Consumer finance
Action Data Services, Inc. Missouri 100.00 Data processing
Commercial Credit Plan, Incorporated (OK) Oklahoma 100.00 Consumer finance
Commercial Credit Corporation (NJ) New Jersey 100.00 Consumer finance
Commercial Credit Corporation (NY) New York 100.00 Consumer finance
Commercial Credit Corporation (SC) South Carolina 100.00 Consumer finance
Commercial Credit Corporation (WV) West Virginia 100.00 Consumer finance
Commercial Credit Corporation NC North Carolina 100.00 Consumer finance
Commercial Credit Europe, Inc. Delaware 100.00 Inactive
Commercial Credit Far East Inc. Delaware 100.00 Inactive
Commercial Credit Insurance Services, Inc. Maryland 100.00 Insurance broker
</TABLE>
9
<PAGE> 60
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial Credit Insurance Agency (P&C) of Mississippi, Inc. Mississippi 100.00 Insurance agency
Commercial Credit Insurance Agency of Alabama, Inc. Alabama 100.00 Insurance agency
Commercial Credit Insurance Agency of Kentucky, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 Insurance agency
Commercial Credit Insurance Agency of Nevada, Inc. Nevada 100.00 Credit LH&A, P-C insurance
Commercial Credit Insurance Agency of New Mexico, Inc. New Mexico 100.00 Insurance agency/Broker
Commercial Credit Insurance Agency of Ohio, Inc. Ohio 100.00 Insurance agency/broker
Commercial Credit International, Inc. Delaware 100.00 Holding company
Commercial Credit International Banking Corporation Oregon 100.00 International lending
Commercial Credit Corporation CCC Limited Canada 100.00 Second mortgage loans
Commercial Credit Services do Brazil Ltda. Brazil 99.00 Inactive
Commercial Credit Services Belgium S.A. Belgium 100.00 Inactive
Commercial Credit Services Israel Limited Israel 100.00 Equipment leasing
Industrial Leasing Services Limited Israel 99.71 Equipment leasing
Comlease Ltd. Israel 99.99 Equipment leasing
Commercial Credit Limited Delaware 100.00 Inactive
Commercial Credit Loan, Inc. (NY) New York 100.00 Consumer finance
Commercial Credit Loans, Inc. (DE) Delaware 100.00 Consumer finance
Commercial Credit Loans, Inc. (OH) Ohio 100.00 Consumer finance
</TABLE>
10
<PAGE> 61
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial Credit Loans, Inc. (VA) Virginia 100.00 Consumer finance
Commercial Credit Management Corporation Maryland 100.00 Intercompany services
Commercial Credit Plan Incorporated (TN) Tennessee 100.00 Consumer finance
Commercial Credit Plan Incorporated (UT) Utah 100.00 Consumer finance
Commercial Credit Plan Incorporated of Georgetown Delaware 100.00 Consumer finance
Commercial Credit Plan Industrial Loan Company Virginia 100.00 Consumer finance
Commercial Credit Plan, Incorporated (CO) Colorado 100.00 Consumer finance
Commercial Credit Plan, Incorporated (DE) Delaware 100.00 Consumer finance
Commercial Credit Plan, Incorporated (GA) Georgia 100.00 Consumer finance
Commercial Credit Plan, Incorporated (MO) Missouri 100.00 Consumer finance
Commercial Credit Securities, Inc. Delaware 100.00 Broker dealer
DeAlessandro & Associates, Inc. Delaware 100.00 Insurance consulting
Park Tower Holdings, Inc. Delaware 100.00 Holding company
CC Retail Services, Inc. Delaware 100.00 Leasing, financing
Troy Textiles, Inc. Delaware 100.00 Factoring. Company is
COMCRES, Inc. Delaware 100.00 Inactive
Commercial Credit Development Corporation Delaware 100.00 Direct loan
Myers Park Properties, Inc. Delaware 100.00 Inactive
Penn Re, Inc. North Carolina 100.00 Management company
</TABLE>
11
<PAGE> 62
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Plympton Concrete Products, Inc. Delaware 100.00 Inactive
Resource Deployment, Inc. Texas 100.00 Management company
The Travelers Bank Delaware 100.00 Banking services
The Travelers Bank USA Delaware 100.00 Credit card bank
Travelers Home Equity, Inc. North Carolina 100.00 Financial services
CC Consumer Services of Alabama, Inc. Alabama 100.00 Financial services
Commercial Credit Plan Consumer Discount Company Pennsylvania 100.00 Financial services
CC Home Lenders Financial, Inc. Georgia 100.00 Financial services
CC Home Lenders, Inc. Ohio 100.00 Financial services
Commercial Credit Corporation (TX) Texas 100.00 Consumer finance
Commercial Credit Financial of Kentucky, Inc. Kentucky 100.00 Consumer finance
Commercial Credit Financial of West Virginia, Inc. West Virginia 100.00 Consumer finance
Commercial Credit Services of Kentucky, Inc. Kentucky 100.00 Financial services.
Travelers Home Equity Services, Inc. North Carolina 100.00 Financial services
Verochris Corporation Delaware 100.00 Joint venture company
AMC Aircraft Corp. Delaware 100.00 Aviation
Triton Insurance Company Missouri 100.00 P-C insurance
World Service Life Insurance Company Colorado 100.00 Life insurance
D.I.R.E.C.T. Resources, Inc. Delaware 100.00 Fraud/subrogation recovery
</TABLE>
12
<PAGE> 63
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Greenwich Street Capital Partners, Inc. Delaware 100.00 Investments
Greenwich Street Investments, Inc. Delaware 100.00 Investments
Greenwich Street Capital Partners Offshore Holdings, Inc. Delaware 100.00 Investments
Margco Holdings, Inc. Delaware 100.00 Holding company
Berg Associates New Jersey 100.00 Inactive
Berg Enterprises Realty, Inc. (NY) New York 100.00 Inactive
Dublin Escrow, Inc. California 100.00 Inactive
M.K.L. Realty Corporation New Jersey 66.67 Holding company
MFC Holdings, Inc. Delaware 100.00 Inactive
MRC Holdings, Inc. Delaware 100.00 Real estate
The Berg Agency, Inc. (NJ) 100.00 Inactive
Mirasure Insurance Company, Ltd. Bermuda 100.00 Inactive
Intermediate Holdings Inc. Delaware 100.00 Holding company
Pacific Basin Investments Ltd. Delaware 100.00 Inactive
Primerica Corporation (WY) Wyoming 100.00 Inactive
Primerica, Inc. Delaware 100.00 Name saver
RCM Capital Trust Company California 100.00 Trust company
Smith Barney Corporate Trust Company 100.00 Trust company
Smith Barney Holdings Inc. Delaware 100.00 Holding company
</TABLE>
13
<PAGE> 64
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mutual Management Corp. New York 100.00 Inactive
Smith Barney Asset Management Co., Ltd. Japan 100.00 Investment management
R-H Sports Enterprises Inc Georgia 100.00 Sports representation
SB Cayman Holdings I Inc. Delaware 100.00 Holding company
SB Cayman Holdings II Inc. Delaware 100.00 Holding company
SBS Software Inc. Delaware 100.00 Computer licensing
Smith Barney (Delaware) Inc. Delaware 100.00 Holding company
1345 Media Corp. Delaware 100.00 Holding company
Americas Avenue Corporation Delaware 100.00 Inactive
Corporate Realty Advisors, Inc. Delaware 100.00 Realty trust adviser
CRA Acquisition Corp. Delaware 100.00 Inactive
IPO Holdings Inc. Delaware 100.00 Holding company
Institutional Property Owners, Inc. IV Delaware 100.00 Leaseback transactions
Institutional Property Owners, Inc. V Delaware 100.00 Investments
Institutional Property Owners, Inc. VI Delaware 100.00 General partner
Institutional Property Owners, Inc. VII Delaware 100.00 Never activated
MLA 50 Corporation Delaware 100.00 Limited partner
MLA GP Corporation Delaware 100.00 General partner
Municipal Markets Advisors Incorporated Delaware 100.00 Public finance
</TABLE>
14
<PAGE> 65
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SBF Corp. Delaware 100.00 Merchant banking investments
Smith Barney Acquisition Corporation Delaware 100.00 Offshore fund adviser
Smith Barney Commercial Corp. Delaware 100.00 Commercial credit
Smith Barney Funding Holding Corp. Delaware 100.00 Inactive
Smith Barney Global Capital Management, Inc. Delaware 100.00 Investment management
Smith Barney Investment, Inc. Delaware 100.00 Inactive
Smith Barney Offshore, Inc. Delaware 100.00 Decathlon Fund advisor
Decathlon Offshore Limited Cayman Islands 100.00 Commodity fund
Smith Barney Pension Advisors Corp. Delaware 100.00 Inactive
Smith Barney Realty Advisors, Inc. Delaware 100.00 Inactive
Smith Barney Realty, Inc. Delaware 100.00 Investments
Smith Barney Risk Investors, Inc. Delaware 100.00 Investments
Smith Barney Venture Corp. Delaware 100.00 Investments
Smith Barney Asia Inc. Delaware 100.00 Investment banking
Smith Barney Asset Management Group (Asia) Pte. Ltd. Singapore 100.00 Asset management
Smith Barney Canada Inc. Canada 100.00 Investment dealer
Smith Barney Capital Services Inc. Delaware 100.00 Derivative product transactions
Smith Barney Cayman Islands, Ltd. Cayman Islands 100.00 Securities trading
Smith Barney Commercial Corporation Asia Limited Hong Kong 99.00 Commodities trading
</TABLE>
15
<PAGE> 66
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Europe Holdings, Ltd. United Kingdom 100.00 Holding corp.
Smith Barney Europe, Ltd. United Kingdom 100.00 Securities brokerage
Smith Barney Shearson Futures, Ltd. United Kingdom 100.00 Inactive
Smith Barney Futures Management Inc. Delaware 100.00 Commodities pool operator
Harbourer Fund, Ltd. Bahama Islands 100.00 Commodity pool
Smith Barney Offshore Fund Ltd. 100.00 Commodity pool
Smith Barney Shearson Overview Fund PLC Dublin 100.00 Commodity fund
Smith Barney Inc. Delaware 100.00 Broker dealer
SBHU Life Agency, Inc. Delaware 100.00 Insurance brokerage
Robinson-Humphrey Insurance Services Inc. Georgia 100.00 Insurance brokerage
Robinson-Humphrey Insurance Services of Alabama, Inc. Alabama 100.00 Insurance brokerage
SBHU Life & Health Agency, Inc. Delaware 100.00 Insurance brokerage
SBHU Life Agency of Arizona, Inc. Arizona 100.00 Insurance brokerage
SBHU Life Agency of Indiana, Inc. Indiana 100.00 Insurance brokerage
SBHU Life Agency of Utah, Inc. Utah 100.00 Insurance brokerage
SBHU Life Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 Insurance brokerage
SBS Insurance Agency of Hawaii, Inc. Hawaii 100.00 Insurance brokerage
SBS Insurance Agency of Idaho, Inc. Idaho 100.00 Insurance brokerage
SBS Insurance Agency of Maine, Inc. Maine 100.00 Insurance brokerage
</TABLE>
16
<PAGE> 67
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SBS Insurance Agency of Montana, Inc. Montana 100.00 Insurance brokerage
SBS Insurance Agency of Nevada, Inc. Nevada 100.00 Insurance brokerage
SBS Insurance Agency of North Carolina, Inc. North Carolina 100.00 Insurance brokerage
SBS Insurance Agency of Ohio, Inc. Ohio 100.00 Insurance brokerage
SBS Insurance Agency of South Dakota, Inc. South Dakota 100.00 Insurance brokerage
SBS Insurance Agency of Wyoming, Inc. Wyoming 100.00 Insurance brokerage
SBS Insurance Brokerage Agency of Arkansas, Inc. Arkansas 100.00 Insurance brokerage
SBS Insurance Brokers of Arizona, Inc. Arizona 100.00 Insurance brokerage
SBS Insurance Brokers of Kentucky, Inc. Kentucky 100.00 Insurance brokerage
SBS Insurance Brokers of Louisiana, Inc. Louisiana 100.00 Insurance brokerage
SBS Insurance Brokers of New Hampshire, Inc. New Hampshire 100.00 Insurance brokerage
SBS Insurance Brokers of North Dakota, Inc. North Dakota 100.00 Insurance brokerage
SBS Life Insurance Agency of Puerto Rico, Inc. Puerto Rico 100.00 Insurance brokerage
SLB Insurance Agency of Maryland, Inc. Maryland 100.00 Insurance brokerage
Smith Barney Life Agency Inc. Louisiana 100.00 Insurance brokerage
Smith Barney (France) S.A. France 100.00 Commodities trading
Smith Barney (Hong Kong) Limited Hong Kong 100.00 Broker dealer
Smith Barney (Netherlands) Inc. Delaware 100.00 Broker dealer
Smith Barney International Incorporated Oregon 100.00 Broker dealer
</TABLE>
17
<PAGE> 68
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Pacific Holdings, Inc. British Virgin Islands 100.00 Holding company
Smith Barney (Asia) Limited Hong Kong 100.00 Broker dealer
Smith Barney (Singapore) Pte Ltd Singapore 100.00 Commodities
Smith Barney Securities Pte Ltd Singapore 100.00 Securities brokerage
Smith Barney Research Pte. Ltd. Singapore 100.00 Inactive
The Robinson-Humphrey Company, Inc. Delaware 100.00 Broker dealer
Smith Barney Mortgage Brokers Inc. Delaware 100.00 Mortgage brokerage
Smith Barney Mortgage Capital Corp. Delaware 100.00 Mortgage-backed securities
Smith Barney Mortgage Capital Group, Inc. Delaware 100.00 Mortgage trading
Smith Barney Mutual Funds Management Inc. Delaware 100.00 Investment management
Smith Barney Strategy Advisers Inc. Delaware 100.00 Investment management
E.C. Tactical Management S.A. Luxembourg 100.00 Investment management
Smith Barney Private Trust Company (Cayman) Limited Cayman Islands 100.00 Trust company
Greenwich (Cayman) I Limited Cayman Islands 100.00 Corporate services
Greenwich (Cayman) II Limited Cayman Islands 100.00 Corporate services
Greenwich (Cayman) III Limited Cayman Islands 100.00 Corporate services
Smith Barney S.A. France 100.00 Commodities trading
Smith Barney Asset Management France SA France 100.00 Com. based asset management
Smith Barney Shearson (Chile) Corredora de Seguro Limitada Chile 100.00 Insurance brokerage
</TABLE>
18
<PAGE> 69
<TABLE>
<CAPTION>
% OF VOTING
SECURITIES
OWNED
DIRECTLY OR
INDIRECTLY BY
STATE OF TRAVELERS PRINCIPAL
COMPANY ORGANIZATION GROUP INC. BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Smith Barney Shearson (Ireland) Limited Ireland 100.00 Fund management
Structured Mortgage Securities Corporation Delaware 100.00 Mortgage-backed securities
The Travelers Investment Management Company Connecticut 100.00 Investment advisor
Smith Barney Private Trust Company New York 100.00 Trust company
Smith Barney Private Trust Company of Florida Florida 100.00 Trust company
Tinmet Corporation Delaware 100.00 Inactive
Travelers Services Inc. Delaware 100.00 Holding company
TRV Employees Investments, Inc. Delaware 100.00 Investments
</TABLE>
19
<PAGE> 70
Item 27. Number of Contract Owners
Not Applicable.
Item 28. Indemnification
Section 33-320a of the Connecticut General Statutes ("C.G.S.") regarding
indemnification of directors and officers of Connecticut corporations provides
in general that Connecticut corporations shall indemnify their officers,
directors and certain other defined individuals against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually incurred
in connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification generally does not apply unless (1)
the individual is successful on the merits in the defense of any such
proceeding; or (2) a determination is made (by persons specified in the
statute) that the individual acted in good faith and in the best interests of
the corporation; or (3) the court, upon application by the individual,
determines in view of all of the circumstances that such person is fairly and
reasonably entitled to be indemnified, and then for such amount as the court
shall determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings, subject
to certain limitations.
C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.
Travelers Group Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Depositor. This insurance provides for coverage against loss from claims made
against directors and officers in their capacity as such, including, subject to
certain exceptions, liabilities under the Federal securities laws.
Rule 484 Undertaking
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 71
Item 29. Principal Underwriter
(a) In addition to The Travelers Fund ABD for Variable Annuities, Tower
Square Securities, Inc. also serves as the principal underwriter for:
The Travelers Growth and Income Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund VA for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Three
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices Positions and Offices
Business Address * With Underwriter With Registrant
------------------ --------------------- ---------------------
<S> <C> <C>
Russell H. Johnson Chairman of the Board -----
and Chief Executive Officer
Donald R. Munson, Jr. Director, President and
Chief Operating Officer -----
George C. Kokulis Director -----
Gregory C. Macdonald Director -----
Robert C. Hamilton Director and Senior Vice President -----
Thomas P. Tooley Vice President, Life Marketing -----
George A. Ryan Vice President -----
Jeffrey A. Barker Regional Vice President -----
Walter Melnik, Jr. Regional Vice President -----
Raymond W. Sheridan Regional Vice President -----
William F. Scully, III Treasurer -----
William H. White Assistant Treasurer -----
Charles B. Chamberlain Assistant Treasurer -----
George M. Quaggin Assistant Treasurer -----
Kathleen A. McGah General Counsel and Secretary -----
Cynthia P. Macdonald Chief Compliance Officer -----
John J. Williams, Jr. Assistant Compliance Officer -----
Susan M. Curcio Operations Manager -----
</TABLE>
* Principal business address: One Tower Square, Hartford,
Connecticut 06183
<PAGE> 72
(c) Not Applicable.
Item 30. Location of Accounts and Records
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The undersigned Registrant hereby undertakes:
(a) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than sixteen
months old for so long as payments under the variable annuity
contracts may be accepted;
(b) To include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a post
card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of
Additional Information;
(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request; and
(d) To include in any registration statement filed in connection with a
contract used as a funding vehicle for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code, a
representation that the Registrant is relying upon No-Action Letter
IP-6-88 issued to the American Council of Life Insurance.
<PAGE> 73
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut, on this 22nd of
December, 1995.
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
(Registrant)
THE TRAVELERS INSURANCE COMPANY
(Depositor)
By: /s/ Jay S. Fishman
--------------------------
Jay S. Fishman
Vice Chairman
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on December 22, 1995.
<TABLE>
<S> <C>
*ROBERT I. LIPP Director, Chairman of the Board
- --------------------------------------
(Robert I. Lipp)
*MICHAEL A. CARPENTER Director, President and Chief Executive Officer
- --------------------------------------
(Michael A. Carpenter)
/s/JAY S. FISHMAN Director, Vice Chairman and
- -------------------------------------- Chief Financial Officer
(Jay S. Fishman)
*CHARLES O. PRINCE III Director
- --------------------------------------
(Charles O. Prince III)
*MARC P. WEILL Director
- --------------------------------------
(Marc P. Weill)
*IRWIN R. ETTINGER Director
- --------------------------------------
(Irwin R. Ettinger)
*DONALD T. DeCARLO Director
- --------------------------------------
(Donald T. DeCarlo)
/s/CHRISTINE B. MEAD Vice President and Controller
- --------------------------------------
(Christine B. Mead)
*By: /s/Jay S. Fishman
-----------------------------------
Jay S. Fishman, Attorney-in-Fact
</TABLE>
<PAGE> 74
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --------- ----------- ----------------
<S> <C> <C>
1. Resolution of The Travelers Insurance Company Electronically
Board of Directors authorizing the establishment
of the Registrant.
3(a). Form of Distribution and Management Agreement Electronically
among the Registrant, The Travelers Insurance
Company and Tower Square Securities, Inc.
3(b). Form of Selling Agreement. Electronically
4. Form of Variable Annuity Contract(s). Electronically
6(a). Charter of The Travelers Insurance Company, as
amended on October 19, 1994. (Incorporated herein
by reference to Exhibit 3(a)(i) to the Registration
Statement on Form S-2, File No. 33-58677, filed via
Edgar on April 18, 1995.)
6(b). By-laws of The Travelers Insurance Company, as
amended on October 20, 1994. (Incorporated herein
by reference to Exhibit 3(b)(i) to the Registration
Statement on Form S-2, File No. 33-58677, filed via
Edgar on April 18, 1995.)
9. Opinion of Counsel as to the legality of securities being Electronically
registered by Registrant.
13. Schedule of Computation of Total Return Calculations. To be filed by
amendment
14. Representation concerning reliance upon No-Action Electronically
Letter IP-6-88.
15. Powers of Attorney authorizing Jay S. Fishman or Electronically
Ernest J. Wright as signatory for Robert I. Lipp,
Michael A Carpenter, Charles O. Prince III,
Marc P. Weill, Irwin R. Ettinger, Donald T. DeCarlo
and Christine B. Mead.
27 Financial Data Schedule. To be filed by
amendment
</TABLE>
<PAGE> 1
EXHIBIT 1
CERTIFICATE
I, ERNEST J. WRIGHT, Assistant Secretary of THE TRAVELERS INSURANCE
COMPANY, DO HEREBY CERTIFY that by unanimous consent action of the Board of
Directors of The Travelers Insurance Company effective the 22nd day of October,
1993, the following resolution was adopted:
VOTED: That pursuant to authority granted by Section 38a-433 of the
Connecticut General Statutes, the Chairman of the Board, the President
or Chief Investment Officer, or any one of them acting alone, for the
purpose of doing variable life insurance or variable annuity business,
is authorized to establish a separate account or accounts to invest in
shares of investment companies pursuant to plans and contracts issued
and sold by the Company in connection therewith.
VOTED: That the proper officers are authorized to take such action as may be
necessary to register as unit investment trust investment companies
under the Investment Company Act of 1940 the separate account or
accounts to be established to hold shares of investment companies; to
file any necessary or appropriate exemptive requests, and any
amendments thereto, for such separate account or accounts under the
Investment Company Act of 1940; to file one or more registration
statements, and any amendments, exhibits and other documents thereto,
in order to register plans and contracts of the Company and interests
in such separate account or accounts in connection therewith under the
Securities Act of 1933; and to take any and all action as may in
their judgment be necessary or appropriate in connection therewith.
I FURTHER CERTIFY that by unanimous consent action of the Board of
Directors of The Travelers Insurance Company effective the 21st day of
September, 1994, the following resolution was adopted:
VOTED: That each officer and director who may be required, on their own
behalf and in the name and on behalf of the Company, to execute one or
more registration statements, and any amendments thereto, under the
Securities Act of 1933 and the Investment Company Act of 1940 relating
to the separate account or accounts to be established to invest in
shares of investment companies is authorized to execute a power of
attorney appointing representatives to act as their attorney and agent
to execute said registration statement, and any amendments thereto, in
their name, place and stead; and that the Secretary, or any Assistant
Secretary designated by the Secretary, is designated and appointed the
agent for service of process of the Company under the Securities Act
of 1933 and the Investment Company Act of 1940 in connection with such
registration statement, and any amendments thereto, with all the
powers incident to such appointment.
AND I DO FURTHER CERTIFY that the foregoing action of the said Board
of Directors is still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
TRAVELERS INSURANCE COMPANY at Hartford, Connecticut, this 22nd day of
December, 1995.
/s/Ernest J. Wright
SEAL Ernest J. Wright
Assistant Secretary
<PAGE> 1
EXH-3(a)
FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of December,
1995, by and among The Travelers Insurance Company, a Connecticut stock
insurance company (hereinafter the "Company"), Tower Square Securities, Inc., a
Connecticut general business corporation (hereinafter "TSSI"), and The
Travelers Fund ABD for Variable Annuities (hereinafter "Fund ABD "), a separate
account of the Company established by its President and Chief Executive Officer
pursuant to a resolution of the Company's Board of Directors on October 17,
1995, pursuant to Section 38a-433 of the Connecticut General Statutes.
1. The Company hereby agrees to provide all administrative services
relative to variable annuity contracts and revisions thereof (hereinafter
"Contracts") sold by the Company, the net proceeds of which or reserves for
which are maintained in Fund ABD.
2. TSSI hereby agrees to perform all sales functions relative to the
Contracts. The Company agrees to reimburse TSSI for commissions paid, other
sales expenses and properly allocable overhead expenses incurred in performance
thereof.
3. For providing the administrative services referred to in
paragraph 1 above and reimbursing TSSI for the sales functions referred to in
paragraph 2 above, the Company will receive the deductions for sales and
administrative expenses which are stated in the Contracts.
4. The Company will furnish at its own expense and without cost to
Fund ABD the administrative expenses of Fund ABD, including but not limited to:
(a) office space in the offices of the Company or in such other place
as may be agreed upon from time to time, and all necessary office
facilities and equipment;
(b) necessary personnel for managing the affairs of Fund ABD,
including clerical, bookkeeping, accounting and other office
personnel;
(c) all information and services, including legal services, required
in connection with registering and qualifying Fund ABD or the
Contracts with federal and state regulatory authorities,
preparation of registration statements and prospectuses,
including amendments and revisions thereto, and annual,
semi-annual and periodic
<PAGE> 2
reports, notices and proxy solicitation materials furnished to
variable annuity Contract Owners or regulatory authorities,
including the costs of printing and mailing such items;
(d) the costs of preparing, printing, and mailing all sales
literature;
(e) all registration, filing and other fees in connection with
compliance requirements of federal and state regulatory
authorities;
(f) the charges and expenses of any custodian or depository appointed
by Fund ABD for the safekeeping of its cash, securities and
other property; and
(g) the charges and expenses of independent accountants retained by
Fund ABD.
5. The services of the Company and TSSI to Fund ABD hereunder are
not to be deemed exclusive and the Company and TSSI shall be free to render
similar services to others so long as its services hereunder are not impaired
or interfered with thereby.
6. The Company agrees to guarantee that the annuity payments will
not be affected by mortality experience (under Contracts the reserves for which
are invested in Fund ABD) and as such assumes the risks (a) that the actuarial
estimate of mortality rates among annuitants may prove erroneous and that
reserves set up on the basis of such estimates will not be sufficient to meet
the Company's variable annuity payment obligations, and (b) that the charges
for services and expenses of the Company set forth in the Contracts may not
prove sufficient to cover its actual expenses. For providing these mortality
and expense risk guarantees, the Company will receive from Fund ABD an amount
per valuation period of Fund ABD, as provided from time to time.
7. This Agreement will be effective on the date executed, and will
remain effective until terminated by any party upon sixty (60) days notice;
provided, however, that this agreement will terminate automatically in the
event of its assignment by any of the parties hereto.
8. Notwithstanding termination of this Agreement, the Company shall
continue to provide administrative services and mortality and expense risk
guarantees provided for herein with respect to Contracts in effect on the date
of termination, and the Company shall continue to receive the compensation
provided under this Agreement.
-2-
<PAGE> 3
9. This Agreement is subject to the provisions of the Investment
Company Act of 1940, as amended, and the rules of the Securities and Exchange
Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and, in the case
of the Company and TSSI, seals to be affixed as of the day and year first above
written.
THE TRAVELERS INSURANCE COMPANY
(Seal)
By:
---------------------------------------
Title:
------------------------------------
ATTEST:
- ----------------------------
Assistant Secretary
THE TRAVELERS FUND ABD
FOR VARIABLE ANNUITIES
By:
---------------------------------------
Title:
------------------------------------
WITNESS:
- ----------------------------
TOWER SQUARE SECURITIES, INC.
By:
--------------------------------------
Title:
-----------------------------------
ATTEST: (SEAL)
- ----------------------------
Corporate Secretary
-3-
<PAGE> 1
EXH-3(b)
SELLING AGREEMENT
FOR VARIABLE CONTRACTS
THIS AGREEMENT, effective ____________________, is made by TOWER SQUARE
SECURITIES, INC., (hereafter referred to as TSSI) as the Distributor, and
_________________________________________________________________________,
(hereafter referred to as Broker/Dealer).
TSSI and the Broker/Dealer enter into this agreement for the purpose of
authorizing the Broker/Dealer, through its licensed individual agents as
described in paragraph 3, to solicit applications for such variable life
insurance, variable annuity and modified guaranteed annuity contracts (the
"Contract(s)") as may be issued by The Travelers Insurance Company, the
Travelers Life and Annuity Company and any affiliated companies (hereafter
referred to as the Insurance Companies), and identified by policy form in the
Compensation Schedules relating to this agreement as such schedules may be
amended from time to time. The parties represent and agree as follows:
1. The Insurance Companies are engaged in the issuance of the
Contracts in accordance with federal securities laws and the
applicable insurance laws of those states in which the
Contracts have been qualified for sale. The Contracts may be
considered securities under the Securities Act of 1933;
therefore, distribution of the Contracts is made through TSSI
as a registered Broker/Dealer under the Securities Exchange
Act of 1934 and as a member of the National Association of
Securities Dealers, Inc. ("NASD"). The terms of the offering
of the Contracts are more particularly described in the
Prospectus(es) for the Contracts.
2. The Broker/Dealer certifies that it is a registered
Broker/Dealer under the Securities Exchange Act of 1934 and a
member of the NASD. The Broker/Dealer agrees to abide by all
rules and regulations of the NASD and to comply with all
applicable state and federal laws and the rules and
regulations of the authorized regulatory agencies affecting
the sale of the Contracts.
3. The Broker/Dealer will select persons whom it will employ and
supervise and who will be trained and qualified to solicit
applications for the Contracts in conformance with applicable
state and federal laws and regulations. Persons so trained
and qualified will be registered representatives of the
Broker/Dealer in accordance with the rules of the NASD and
they will be properly licensed in accordance with the state
insurance laws of those jurisdictions in which the Contracts
may lawfully be distributed and in which they solicit
applications for such Contracts. The Insurance Companies
shall have ultimate authority to determine whether they shall
appoint or terminate a particular registered representative as
an agent of the Insurance Companies with the various state
insurance departments.
4. The Broker/Dealer will review all contract proposals and
applications for suitability and for completeness and
correctness as to form. The Broker/Dealer will promptly, but
in no case later than the end of the next business day
following receipt by the Broker/Dealer, forward to the
applicable Insurance Company, at addresses provided, all
applications found suitable and in good form, together with
any payments received with such applications without deduction
or reduction. The Broker/Dealer will immediately return to
the applicant all applications together with any payments
received therewith deemed by the Broker/Dealer to be
unsuitable or not complete and correct as to form. The
Insurance Companies reserve the right to reject any Contract
application and return any payment made in connection with an
application which is rejected. Contracts issued on
applications accepted by the Insurance Companies will be
forwarded to the Broker/Dealer or at the direction of the
Broker/Dealer to the registered representative for delivery to
the Contract Owner. The Broker/Dealer shall obtain and retain
a receipt for each Contract which the Broker/Dealer delivers.
<PAGE> 2
2
5. The Broker/Dealer will perform the selling functions required
by this Agreement only in accordance with the terms and
conditions of the then current prospectus(es) applicable to
the Contract and will make no representations not included in
the prospectus or in any authorized supplemental material. No
sales solicitation, including the delivery of supplemental
sales literature or other such materials, shall occur, be
delivered to, or used with a prospective purchaser unless
accompanied or preceded by appropriate and then-current
prospectus(es). Any material prepared or used by the
Broker/Dealer or its registered representative, which
describes in whole or in part or refers by name or form to any
of the Insurance Companies' Contracts or underlying funds or
uses the name of the Insurance Companies, TSSI, or The
Travelers Group, Inc., or the logos or service marks of any of
them, or the name, logos or service marks of any "Affiliated
Company" of any of them, as that term is defined in Section
2(a)(2) of the Investment Company Act of 1940, must be
approved by TSSI in writing prior to any such use.
6. Compensation payable to the Broker/Dealer on sales of the
Contracts solicited by the Broker/Dealer will be paid to the
Broker/Dealer, or as necessary to meet any and all legal
requirements, to a licensed insurance affiliate, in accordance
with the Compensation Schedule(s) relating to this agreement
as they may be amended from time to time and are in effect at
the time the Contract payments are received by the applicable
Insurance Company (in the case of annuities) or at the time
the applications are received (in the case of life insurance).
In the event compensation is paid to the licensed insurance
agency affiliate as described in the preceding sentence, such
payment will be reflected in the Broker/Dealer's "Focus"
reports, and in its fee assessment reports filed with the
NASD. The Insurance Companies and TSSI reserve the privilege
of revising the Compensation Schedules at any time.
7. If the Insurance Companies return all or a portion of a
premium paid with respect to a Contract, Broker/Dealer shall
be obligated to refund to TSSI applicable commissions on the
amount of such premium only where:
(a) the Contract solicited is returned not taken under
the policy "free look" provisions;
(b) premiums are refunded due to overpayments, errors in
billing or in the timing of automatic premium
collection deductions, or errors resulting in policy
reissue;
(c) the check delivered in payment of any contract
premium does not clear and the premium collection
deductions, or errors resulting in policy reissue;
(d) the Contract is terminated or there is a refund of
premium and an act, error or omission of the
Broker/Dealer or its registered representative
materially contributed to the termination of the
Contract or the need to return premium;
(e) the application is rejected by the Insurance Company;
(f) the Insurance Company is directed by a judicial or
regulatory authority to return premium without
assessment of a surrender charge;
(g) the applicant's initial premium on a 1035 exchange is
returned because the expected rollover amount from
another Contract is not transferred due to the
exchange not meeting the legal requirements to
qualify for a tax-free exchange;
(h) the Insurance Company returns unearned premium on a
life insurance contract as required by the provisions
of the contract;
<PAGE> 3
3
(i) the Insurance Company determines that it has a legal
liability to return premiums on a life insurance
contract within the first year after the Contract is
issued; or
(j) the Insurance Company and Broker/Dealer mutually
agree to return all or a portion of a premium paid
with respect to a Contract.
8. If any Contract is repurchased at any time or if within
forty-five (45) days after confirmation by the Insurance
Companies of any premium payments credited to a Contract, that
Contract is tendered for full or partial surrender, or the
life at risk thereunder dies, then, at the option of the
Insurance Companies or TSSI no commission will be payable with
respect to said premium payments and any commission previously
paid for said premium payments must be refunded to the
applicable Insurance Company or TSSI as directed by TSSI.
TSSI agrees to notify the Broker/Dealer within ten (10)
business days after the request for repurchase or redemption,
or notification or death of the life at risk is received by
the applicable Insurance Company.
9. This Agreement may not be assigned except by mutual consent
and will continue, subject to the termination by any party on
written notice to the other party, except that in the event
the Broker/Dealer ceases to be a registered Broker/Dealer or a
member of the NASD, this Agreement will immediately terminate.
TSSI reserves the right to designate, at its sole discretion,
an alternative Principal Underwriter for the distribution of
the Contracts covered by this Agreement. The designation will
constitute substitution of parties to this Agreement with
assumption of the rights and obligations created by this
Agreement as applicable.
10. Failure of any party to terminate this Agreement for any of
the causes set forth in this agreement will not constitute a
waiver of the right to terminate this Agreement at a later
time for any of these causes.
11. For the purpose of compliance with any applicable federal or
state securities laws or regulations promulgated under them,
the Broker/Dealer acknowledges and agrees that in performing
the Broker/Dealer services covered by this Agreement, it is
acting in the capacity of an independent broker and dealer as
defined by the By-Laws of the NASD and not as an agent or
employee of either TSSI or any registered investment company.
The Broker/Dealer represents and warrants that it is
authorized and licensed as an agent under applicable state
insurance laws to solicit, negotiate and effect the contracts
of insurance contemplated hereunder. In the event the
Broker/Dealer is not licensed as such, an insurance agency
affiliated with the Broker/Dealer shall be licensed as an
agent under applicable state insurance laws to solicit,
negotiate and effect the contracts of insurance contemplated
hereunder.
For the purpose of compliance with any applicable state
insurance laws or regulations promulgated under them, the
Broker/Dealer acknowledges and agrees that solely in
performing the insurance-selling functions reflected by this
agreement, it or its registered representative is acting as
the agent of the Insurance Companies, and in that capacity is
authorized only to solicit applications from the public for
the Contracts. Such Contracts will not become effective until
such applications are accepted after underwriting review by
the Insurance Companies at their Home Office.
In furtherance of its responsibilities as a Broker/Dealer, the
Broker/Dealer acknowledges that it is responsible for
compliance on any business it produces concerning the
Contracts. No Broker/Dealer will be entitled to compensation
with respect to any application for or payment credited to,
any Contract(s) that is rejected by the Insurance Companies in
the event the Insurance Companies or TSSI determine the
solicitation or obtaining of purchasers, applications or
payments by the Broker/Dealer or any of its Associated persons
was done in
<PAGE> 4
4
violation of the securities or insurance laws of the United
States or any state or other jurisdiction.
No party to this Agreement will be liable for any obligation,
act or omission of the other. Each party to this Agreement
will hold harmless and indemnify the (1) Registered Investment
Companies which are used to fund the Contracts, (2) Insurance
Companies, (3) TSSI, and (4) the Broker/Dealer, as
appropriate, for any loss or expense suffered as a result of
the violation or noncompliance by that party or the Associated
persons of that party of any applicable law or regulation or
any provision of the Agreement; provided, however, that no
party or any of its employees or agents will be liable to the
other party for any direct, special or consequential damages
arising out of or in connection with the performance of any
services pursuant to the Agreement.
12. All notices to the Insurance Companies or TSSI relating to
this Agreement should be sent to the attention of The
Travelers Insurance Companies, FS Law Department, One Tower
Square, Hartford, CT 06183. All notices to the Broker/Dealer
will be duly given if mailed or faxed to the address shown
below.
13. The terms "Associated Person", "member" and "rules of the
Corporation" as used herein shall be defined consistently with
the definition of similar terms as contained in Article I of
the NASD By-Laws. This Agreement will be construed in
accordance with the laws of the State of Connecticut.
In reliance on the representations set forth and in consideration of the
undertakings described herein, the parties represented below do hereby contract
and agree.
<TABLE>
<S> <C>
TOWER SQUARE SECURITIES, INC. The Broker/Dealer
By:
------------------------------ ----------------------------------
Title:
------------------------------ ----------------------------------
Street Address
Date:
------------------------------ ----------------------------------
By:
------------------------------
Title:
--------------------------
Taxpayer I.D.:
--------------------------
Date:
--------------------------
Fax:
--------------------------
</TABLE>
SELL-VAR.ac
<PAGE> 1
- SPECIMEN -
[THE TRAVELERS LOGO]
THE TRAVELERS INSURANCE COMPANY - ONE TOWER SQUARE - HARTFORD, CONNECTICUT 06183
A STOCK COMPANY
We are pleased to provide you the benefits of this Variable Annuity Contract.
Please read your contract and all attached forms carefully.
RIGHT TO EXAMINE THIS CONTRACT
IF THIS CONTRACT IS RETURNED TO US AT OUR OFFICE OR TO OUR AGENT TO BE
CANCELLED WITHIN 20 DAYS AFTER ITS DELIVERY TO YOU, WE WILL PAY YOU THE
CONTRACT VALUE DETERMINED AS OF THE NEXT VALUATION DATE AFTER WE RECEIVE THE
WRITTEN REQUEST AT OUR OFFICE, PLUS ANY PREMIUM TAX CHARGES OR CONTRACT CHARGES
PAID. AFTER THE CONTRACT IS RETURNED, IT WILL BE CONSIDERED AS NEVER IN EFFECT.
THIS CONTRACT IS ISSUED IN CONSIDERATION OF THE PURCHASE PAYMENT. IT IS SUBJECT
TO THE TERMS AND CONDITIONS STATED ON THE ATTACHED PAGES, ALL OF WHICH ARE A
PART OF IT.
Executed at Hartford, Connecticut
[SIG]
President
This is a legal contract between you and us. READ YOUR CONTRACT CAREFULLY.
INDIVIDUAL VARIABLE ANNUITY CONTRACT
NON TAX QUALIFIED
LIFE ANNUITY COMMENCING AT MATURITY DATE
ELECTIVE OPTIONS NON-PARTICIPATING
ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED
ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND) ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
Right to Examine this Contract Cover Page
Contract Specifications Page 3
Definitions Page 5
Owner, Beneficiary and Annuitant Provisions Pages 6-7
Purchase Payment and Valuation Provisions Pages 8-10
Death Benefit Provisions Page 11
Settlement Provisions Pages 12 - 14
General Provisions Pages 15 - 16
Table of Values Page 17
Life Annuity Tables Pages 19-20
</TABLE>
Any Riders or Endorsements follow the Life Annuity Tables.
<PAGE> 3
CONTRACT SPECIFICATIONS
OWNER JOHN DOE
JOINT OWNER
ANNUITANT
CONTINGENT ANNUITANT
CONTRACT NUMBER SPECIMEN 12/01/95 CONTRACT DATE
MONTHLY LIFE ANNUITY 12/01/25 MATURITY DATE
PURCHASE PAYMENTS:
Minimum Initial Purchase Payment: $5,000
Minimum Subsequent Purchase Payment: $500
Maximum Purchase Payment: $1,000,000 unless we consent to a larger amount
<TABLE>
<CAPTION>
SUB-ACCOUNT
SEPARATE ACCOUNT: THE TRAVELERS FUND ABD DEDUCTION PER DAY
<S> <C>
Funding Options-
Capital Appreciation Fund .0000384
High Yield Bond Trust .0000384
Managed Assets Trust .0000384
Travelers Series Trust
U.S. Government Securities Portfolio .0000384
Social Awareness Stock Portfolio .0000384
Utilities Portfolio .0000384
</TABLE>
Information about the Separate Account is provided in the prospectus for
Fund ABD.
FIXED ACCOUNT GUARANTEED INTEREST PERIODS: The initial rate for any deposit
is guaranteed for one year from date of deposit. Subsequent renewal rates will
be guaranteed for the calendar quarter.
TRANSFER CHARGE: $0.00
You may transfer up to 15% of the Fixed Account value to any of the Sub-
Accounts twice a year during the 30 days following the semi-annual Contract
Date anniversary.
AMOUNTS DEDUCTED ON SURRENDER (FIRST IN, FIRST OUT BASIS):
<TABLE>
<CAPTION>
YEARS SINCE PURCHASE PERCENT OF PURCHASE
PAYMENT WAS PAID
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 AND THEREAFTER 0%
</TABLE>
Page 3
<PAGE> 4
After the first contract Year, you may take partial surrenders annually of up
to 10% of your contract value as of the first Valuation Date of any given
contract Year without imposition of amounts deducted on surrender.
CONTRACT CHARGE
$30.00, Annually. This charge will be taken on the fourth Friday of August of
each year. This charge will be waived if your Contract Value is equal or
greater than $40,000 on the date the charge would be taken. No Contract Charge
will be deducted from the Fixed Account.
ASSUMED DAILY NET INVESTMENT FACTOR is 1.000081 for all Sub-Accounts.
TERMINATION
We reserve the right to terminate this contract when the Contract Value is less
than the Termination Amount of $1,000 and no purchase payments have been made
for at least two years.
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<PAGE> 5
DEFINITIONS
(a) ACCOUNT(s) - the Sub-Accounts and/or the Fixed Account under this
contract.
(b) ACCUMULATION UNIT - an accounting unit of measure used to calculate the
value of this contract before Annuity payments begin.
(c) AGE - age last birthday.
(d) ANNUITANT - the person on whose life the Maturity Date and Annuity payments
depend.
(e) ANNUITY UNIT - an accounting unit of measure used to calculate the amount
of Annuity payments.
(f) CODE - the Internal Revenue Code of 1986, as amended, and all related laws
and regulations which are in effect during the term of this contract.
(g) CONTRACT DATE - the date on which the contract is issued.
(h) CONTRACT YEARS - twelve month periods beginning with the Contract Date.
(i) DEATH REPORT DATE - the Valuation Date coincident with or next following
the day on which we have received I) Due Proof of Death and 2) Written
Request for an election of a single sum payment or an alternate Settlement
Option as described in the contract.
(j) DUE PROOF OF DEATH - (i) a copy of a certified death certificate; (ii) a
copy of a certified decree of a court of competent jurisdiction as to the
finding of death; (iii) a written statement by a medical doctor who
attended the deceased; or (iv) any other proof satisfactory to us.
(k) FIXED ACCOUNT - an account that consists of all the assets under this
contract other than those in the Separate Account.
(l) FUNDING OPTION - an open-end diversified management investment company
indicated in the CONTRACT SPECIFICATIONS, which serves as an investment
option under the Separate Account
(m) MATURITY DATE - the date on which the Annuity or Income payments are to
begin.
(n) OUR OFFICE - the Home Office of The Travelers Insurance Company or any
other office which we may designate for the purpose of administering this
contract.
(o) RECORDED - a Written Request is recorded when the information is noted in
our file for this contract.
(p) SEPARATE ACCOUNTS - those Separate Accounts indicated in the CONTRACT
SPECIFICATIONS which we established for this class of contracts and certain
other contracts.
(q) SETTLEMENT OPTION - an Annuity or Income option elected under this
contract.
(r) SUB-ACCOUNT - that portion of the assets of a Separate Account which is
allocated to a particular Underlying Fund.
(s) VALUATION DATE - a date on which a Sub-Account is valued.
(t) VALUATION PERIOD - the period between successive valuations.
(u) WE, US, OUR - The Travelers insurance Company.
(v) WRITTEN REQUEST - written information including requests for contract
changes sent to us in a form and content satisfactory to us and received at
Our Office.
(w) YOU, YOUR - the owner including a joint owner.
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<PAGE> 6
OWNER, BENEFICIARY AND ANNUITANT PROVISIONS
OWNER
This contract belongs to the owner shown on the CONTRACT SPECIFICATIONS or to
any person subsequently named in a Written Request or transfer of owner as
provided below. As owner, you have sole power during the Annuitant's Lifetime
to exercise any rights and to receive all benefits given in this contract
provided you have not named an irrevocable Beneficiary and provided the
contract is not assigned.
You will be the recipient of all payments while the Annuitant is alive unless
you direct them to an alternate recipient under a Recorded payment direction.
An alternate recipient under a payment direction does not become the owner. A
payment direction is revocable by you at any time by Written Request giving 30
days advance notice.
JOINT OWNER
Joint owners may be named in a Written Request prior to the Contract Date.
Joint owners may independently exercise transfers between Accounts. All other
rights of ownership must be exercised by joint action. Joint owners own equal
shares of any benefits accruing or payments made to them. All rights of a joint
owner end at death if another joint owner survives. The entire interest of the
deceased joint owner in this contract will pass to the surviving joint owner.
If the owner dies and is survived by the Annuitant before payment of an Annuity
or Income Option begins. any surviving joint or succeeding owner is the'
"designated beneficiary' referred to in Section 72(s) of the Code, and his or
her rights pre-empt those of the Beneficiary named in a Written Request.
TRANSFER OF OWNER
You may transfer ownership by Written Request. You may not revoke any transfer
after the effective date. Once the transfer of owner is Recorded by us, it
will take effect as of the date of your Request, subject to any payments made
or other actions taken by us before the recording.
Unless provided otherwise, a transfer does not affect the interest of any
Beneficiary designated prior to the effective date of the transfer.
A transfer of ownership may have adverse tax consequences to you as the former
owner.
ASSIGNMENT
You may collaterally assign ownership of all or a portion of this contract by
Written Request without the approval of any Beneficiary unless irrevocably
named. You may not exercise any rights of ownership while the assignment
remains in effect without the approval of the collateral assignee. We are not
responsible for the validity of any assignment. Once the collateral assignment
is Recorded by us, it will take effect as of the date of your Written Request,
subject to any payments made or other actions taken by us before the Request is
received.
If a claim is made based on an assignment, we may require proof of interest of
the claimant. A Recorded assignment takes precedence over any rights of a
Beneficiary. Any amounts due under a Recorded assignment will be paid in a
single sum.
An assignment may have adverse tax consequences to you.
CREDITOR CLAIMS
To the extent permitted by law, no right or benefit of the owner or Beneficiary
under this contract shall be subject to the claims of creditors or any legal
process except as may be provided by an assignment.
BENEFICIARY
The Beneficiary is the party named in a Written Request. The Beneficiary has
the right to receive any remaining contractual benefits upon the death of the
Annuitant, or under certain circumstances, upon the death of the owner. If
there is more than one Beneficiary surviving the Annuitant, the Beneficiaries
will share equally in benefits unless different shares are Recorded with us by
Written Request prior to the death of the Annuitant.
If the owner dies and is survived by the Annuitant before payment of an Annuity
or Income Option begins, any surviving joint or succeeding owner is the
"designated beneficiary" referred to in Section 72(s) of the Code, and his or
her rights pre-empt those of the Beneficiary named in a Written Request.
Unless an irrevocable Beneficiary has been named, you have the right to change
any Beneficiary by Written Request during the lifetime of the Annuitant and
while the contract continues.
Once a change in Beneficiary is Recorded by us, it will take effect as of the
date of the Written Request. subject to any payments made or other actions
taken by us before the recording.
Page 6
<PAGE> 7
If no Beneficiary has been named by you. or if no Beneficiary is living when
the Annuitant dies, the interest of any Beneficiary will pass:
a. if you are living, to you;
b. if you have died and there is a surviving joint owner, to the joint
owner;
c. if you have died and there is not a joint owner surviving, to your
estate.
ANNUITANT
The Annuitant is the individual shown on the CONTRACT SPECIFICATIONS on whose
Life the first Annuity payment is made. The Annuitant may not be changed after
the Contract Date.
CONTINGENT ANNUITANT
You may name one individual as a contingent annuitant by Written Request prior
to the Contract Date. A contingent annuitant may not be changed, deleted or
added to the contract after the Contract Date. For purposes of this provision
the owner cannot be the Annuitant.
If the Annuitant dies prior to the Maturity Date while this contract is in
effect and while the contingent annuitant is living:
a. the death benefit will not be payable upon the Annuitant's death;
b. the contingent annuitant becomes the Annuitant; and
c. all other rights and benefits provided by this contract will continue
in effect.
When a contingent annuitant becomes the Annuitant, the Maturity Data remains
the same as previously in effect, unless otherwise provided.
Page 7
<PAGE> 8
PURCHASE PAYMENT AND VALUATION PROVISIONS
PURCHASE PAYMENTS
PURCHASE PAYMENT
Purchase payments are the payments you make for this contract and the benefits
it provides. An initial lump sum purchase payment must be made to the contract
and is due and payable before the contract becomes effective. Each purchase
payment is payable as shown on the CONTRACT SPECIFICATIONS to us at Our Office
or to one of our authorized representatives. No purchase payments after the
initial purchase payment are required to continue this contract in force,
except as provided in the "Termination" provision.
Net purchase payments are that part of your purchase payments applied to the
Contract Value. A net purchase payment is equal to the purchase payment less
any applicable premium tax charge.
ALLOCATION OF PURCHASE PAYMENTS
We will apply any net purchase payments to provide Accumulation Units of
selected Sub-Accounts and/or the Fixed Account of this contract. The initial
payment will be applied within two business days following its receipt at Our
Office. Any subsequent purchase payments will be applied as of the next
valuation following receipt of those payments at Our Office. The net purchase
payment will be allocated to the Accounts in the proportion specified by you
for this contract. By Written Request, you may change your choice of Accounts
or allocation percentages. The available Funding Options to which Sub-Account
assets are allocated are shown on the CONTRACT SPECIFICATIONS; funds may be
subsequently added or may be deleted.
SUB-ACCOUNT VALUATION
NUMBER OF ACCUMULATION UNITS
The number of Accumulation Units to be credited to each Sub-Account once a
purchase payment has been received by us will be determined by dividing the net
purchase payment applied to that Sub-Account by the then Accumulation Unit
Value of that Sub-Account.
ACCUMULATION UNIT VALUE
The initial value of an Accumulation Unit for each Sub-Account was set at
$1.00. We determine the value of an Accumulation Unit in each Sub-Account on
each Valuation Date by multiplying the value on the immediately preceding
Valuation Date by the net investment factor for that Sub-Account for the
Valuation Period just ended.
The value of an Accumulation Unit on any date other than a Valuation Date will
be equal to its value as of the next Valuation Date.
NET INVESTMENT FACTOR
The net investment factor is a factor applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. The net
investment factor for a Sub-Account for any Valuation Period is equal to the
sum of 1.0000 plus the net investment rate.
Each Sub-Account's net investment rate for a Valuation Period is equal to the
gross investment rate for that Sub-Account, less the applicable Sub-Account
deduction for the Valuation Period.
All Sub-Account deductions are shown on the CONTRACT SPECIFICATIONS.
The gross investment rate of a Sub-Account for a Valuation Period is equal to
(l) divided by (2) where (l) is:
a. investment income. plus
b. capital gains and losses, whether realized or unrealized; less
c. a deduction for any tax levied against the Separate Account and its
Funding Options; and
(2) is the amount of the assets at the beginning of the Valuation Period.
The gross investment rate for a Sub-Account may be either positive or negative.
If a Sub-Account is invested in shares of an Underlying Fund, assets are based
on the net asset value of the Underlying Fund. Investment income includes any
distribution whose ex-dividend date occurs during the Valuation Period.
FIXED ACCOUNT VALUATION
NUMBER OF ACCUMULATION UNITS - We will determine the number of Accumulation
Units to be credited to the Fixed Account on receipt of a purchase payment by
dividing the net purchase payment applied to the Fixed Account by the then
dollar value of one Accumulation Unit Value of the Fixed Account.
ACCUMULATION UNIT VALUE - We determine the value of an Accumulation Unit in the
Fixed Account on any day by multiplying the value on the immediately preceding
day by the net interest factor for the day on which the value is being
determined.
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<PAGE> 9
NET INTEREST FACTOR - The net interest factor for any day is the guaranteed net
interest rate which is equivalent to an effective annual interest rate of
3.00%, plus 1.0000. The method of crediting additional interest will be at our
discretion.
Interest is declared in advance. Before Annuity or Income payments begin. we
may credit the Fixed Account with annual interest rates higher than the minimum
guaranteed interest rate of 3.00%. Interest rates may be higher or lower than
the initial interest rates, but not less than the minimum guaranteed interest
rate of 3.00%. Additional amounts may be credited by us at our discretion for
the guaranteed interest periods shown on the CONTRACT SPECIFICATIONS.
TRANSFER BETWEEN ACCOUNTS
You may transfer all or any part of the Contract Value from one Sub-Account to
any other Sub-Account at any time up to 30 days before the due date of the
first Annuity or Income payment. Additionally. you may transfer a part of the
Fixed Account value to any of the Sub-Accounts, twice a year during the 30 days
following the semi-annual Contract Date anniversary in the amount shown on the
CONTRACT SPECIFICATIONS.
Amounts may generally be transferred from the Sub-Accounts to the Fixed Account
at any time. up to 30 days be fore the due date of the first Annuity or Income
payment. Amounts previously transferred from the Fixed Account to the
Sub-Accounts may not be transferred back to the Fixed Account for a period of
at least 6 months from the date of transfer. We reserve the right to limit the
number of transfers from one Sub-Account to any other Sub-Account or to the
Fixed Account. We will not limit these transfers to less than one in any six
month period.
Transfers between Accounts will result in the addition or deletion of
Accumulation Units having a total value equal to the dollar amount being
transferred to or from a particular Account. The number of Accumulation Units
will be determined by using the Accumulation Unit Value of the Accounts
involved as of the next valuation after we receive notification of request for
transfer. Transfers will be subject to any applicable Transfer charge stated
on the CONTRACT SPECIFICATIONS.
CONTRACT VALUES
CONTRACT VALUE
The Contract Value of this contract on any date equals the sum of the
accumulated values in the Accounts. The accumulated value in an Account equals
the number of outstanding Accumulation Units credited to that Account,
multiplied by the then Accumulation Unit Value for that Account.
The Guaranteed Value of the Fixed Account equals the accumulated value of the
Fixed Account calculated by using the guaranteed net interest factor. The
Guaranteed Values of the Fixed Account are shown in the Table of Values.
CONTRACT CHARGE
A Contract Charge in the amount and for the period shown on the CONTRACT
SPECIFICATIONS will be deducted from the Contract Value to reimburse us for
administrative expenses relating to the contract. The Contract Charge will be
deducted by surrendering on a pro rata basis Accumulation Units from all
Sub-Accounts in which you have an interest.
We will deduct the charge on a pro rata basis if the contract has been in
effect for less than a full period on the date a Contract Charge is deducted.
The Contract Charge will also be prorated upon full surrender or termination of
the contract.
CASH SURRENDER
You may elect by Written Request to receive the Cash Surrender Value of this
contract before the due date of the first Annuity or Income payment and without
the consent of any Beneficiary unless irrevocably named. You may elect either a
full or partial surrender of the Cash Surrender Value. In the case of a full
surrender, this contract will be cancelled. A partial surrender will result in
a reduction in your Contract Value. If you have a balance in more than one
Account, your Contract Value will be reduced from all your Accounts on a pro
rata basis, unless you request otherwise.
The Cash Surrender Value will be determined as of the next valuation following
receipt of your Written Request. We may delay payment of the Cash Surrender
Value of the Sub-Accounts for a period of not more than five days after we
receive your Written Request. We may delay payment of the Cash Surrender Value
of the Fixed Account for a period of not more than six months after we receive
your Written Request.
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<PAGE> 10
CASH SURRENDER VALUE
The Cash Surrender Value is equal to the Contract Value less any amounts
deducted on surrender which are shown on the CONTRACT SPECIFICATIONS and any
applicable premium tax not previously deducted.
The Guaranteed Cash Surrender Value of the Fixed Account equals the Guaranteed
Value of the Fixed Account less any amounts deducted on surrender which are
shown on the CONTRACT SPECIFICATIONS and less any applicable premium tax not
previously deducted. For Guaranteed Cash Surrender Values of the Fixed Account,
see the Table of Values.
CONTRACT CONTINUATION
Except as provided in the "Termination provision, this contract does not
require continuing purchase payments and will automatically continue as a
paid-up contract during the lifetime of the Annuitant until the Maturity Date
or until it is surrendered.
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DEATH BENEFIT PROVISIONS
DEATH OF ANNUITANT
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date, unless prior to the Maturity Date there is a
contingent annuitant surviving. A death benefit is also payable under those
Settlement Options which provide for death benefits. We will pay the
Beneficiary the death benefit in a single sum as described below upon receiving
Due Proof of Death. A Beneficiary may request that a death benefit payable
under this contract be applied to a Settlement Option subject to the provisions
of this contract and the current Tax Law Qualification Rider.
DEATH OF OWNER WITH ANNUITANT SURVIVING
If the owner dies (including the first of joint owners) before the Maturity
Date and with the Annuitant surviving, we will recalculate the value of the
death benefit under provisions of DEATH PROCEEDS PRIOR TO THE MATURITY DATE
below. The value of the death benefit, as recalculated, will be paid in a
single lump sum or by other election to the party taking proceeds under the
current Tax Law Qualification Rider. The party must take distributions no
later than under the applicable elections of that provision. All references to
annuitant in the DEATH PROCEEDS PRIOR TO MATURITY DATE provision will be
replaced with reference to the owner.
DEATH PROCEEDS PRIOR TO THE MATURITY DATE
If the Annuitant dies before age 75 and before the Maturity Date, we will pay
the Beneficiary the greatest of a), b), or c) below, less any applicable
premium tax or prior surrenders not previously deducted as of the Death Report
Date:
a. the Contract Value of the contract;
b. the total purchase payments under the contract; or
c. the Contract Value of the contract on the latest fifth Contract Date
Anniversary immediately preceding the Death Report Date.
If the Annuitant dies on or after age 75, but before age 85 and before the
Maturity Date, we will pay the Beneficiary the greatest of a), b), or c) below,
less any applicable premium tax or prior surrenders not previously deducted as
of the Death Report Date:
a. the Contract Value of the contract;
b. the total purchase payments under the contract; or
c. the Contract Value of the contract on the latest fifth Contract Date
Anniversary occurring on or before the Annuitant's 75th birthday.
If the Annuitant dies on or after age 85 and before the Maturity Date, we will
pay the Beneficiary the Contract Value of the Contract less any applicable
premium tax as of the Death Report Date.
DEATH PROCEEDS AFTER THE MATURITY DATE
If the Annuitant dies on or after the Maturity Date, we will pay the
Beneficiary a death benefit consisting of any benefit remaining under the
Annuity or Income option then in effect.
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SETTLEMENT PROVISIONS
MATURITY DATE
The Maturity Date is shown on the CONTRACT SPECIFICATIONS. This is the date on
which we will begin paying to you the first of a series of Annuity or Income
payments in accordance with the Settlement Option elected by you. Annuity or
Income payments will begin under this contract on the Maturity Date unless the
contract has been fully surrendered or the proceeds have been paid to the
Beneficiary prior to that date. We may require proof that the Annuitant is
alive before Annuity payments are made. If no Maturity Date is specified, the
automatic Maturity Date will be the greater of when the Annuitant reaches age
75 or ten years after the Contract Date.
Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to
any time prior to the Annuitant's &5th birthday or to a later date with our
consent.
ELECTION OF SETTLEMENT OPTIONS
On the Maturity Date, or other agreed upon date, we will pay any amount payable
under this contract to you in one lump sum or in accordance with the option
elected by you. While the Annuitant is alive, you may change your Settlement
Option election by Written Request, but only before the Maturity Date. Once
Annuity or Income payments have commenced, no further election changes are
allowed.
During the Annuitant's lifetime, if no election has been made on the Maturity
Date, we will pay to you the first of a series of monthly Annuity payments
based on the life of the Annuitant, in accordance with Annuity Option 2, with
120 monthly payments assured.
MINIMUM AMOUNTS
The minimum amount that can be placed under a Settlement Option is $2,000
unless we consent to a lesser amount. If any periodic payments due are less
than $100.00, we reserve the right to make payments at less frequent intervals.
ALLOCATION OF ANNUITY
At the time election of one of the Annuity Options is made. the person electing
the option may further elect to have the Contract Value applied to provide a
Variable Annuity, a Fixed Annuity or a combination of both.
If no election is made to the contrary, the value of a Sub-Account will be
appLied when Annuity payments start to provide an Annuity which varies with the
investment experience of that same Sub-Account and the value of the Fixed
Account will be applied to provide a Fixed Annuity.
You may elect to transfer Contract Value from one Account to another, as
described in the provision "Transfer Between Accounts, - in order to reallocate
the basis on which Annuity payments will be determined. Once Annuity payments
start, you may, with our consent. change the allocation of your values in each
Sub-Account. We will base each transfer on the actuarial reserve which we
determine.
VARIABLE ANNUITY
AMOUNT OF BASIC FIRST PAYMENT
The LIFE ANNUITY TABLES are used to determine the basic first monthly Annuity
payment. They show the dollar amount of the basic first monthly Annuity payment
which can be purchased with each $1,000 applied. The amount applied to an
Annuity will be the Cash Surrender Value as of I- days before the date Annuity
payments start. We reserve the right to require satisfactory proof of the age
of any person on whose Life Annuity payments are based before making the first
payment under any of these options.
ANNUITY UNIT VALUE
The initial value of an Annuity Unit for each Sub-Account was set at $1.00. On
any Valuation Date, the Annuity Unit Value for a Sub-Account equals the
Sub-Account Annuity Unit Value on the immediately preceding Valuation Date,
multiplied by the net investment factor for that Sub-Account for the Valuation
Period just ended, divided by the Assumed Daily Net Investment Factor The
Assumed Daily Net Investment Factor is shown on the CONTRACT SPECIFICATIONS.
The value of an Annuity Unit as of any date other than a Valuation Date will be
equal to its value as of the next succeeding Valuation Date.
NUMBER OF ANNUITY UNITS
We determine the number of Annuity Units credited to this contract in each
Sub-Account by dividing the basic first monthly Annuity payment attributable to
that Sub-Account by the Sub-Account's Annuity Unit Value as of 14 days before
the due date of the first Annuity payment.
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AMOUNT OF SECOND AND SUBSEQUENT BASIC PAYMENTS
The dollar amount of the second and subsequent payments may change from month
to month. The total amount of each Annuity payment will he equal to the sum of
the basic payments in each Sub-Account.
The actual amount of the basic payments in each Sub-Account is found by
multiplying the number of Annuity Units credited to the contract in that
Sub-Account by the Annuity Unit Value of the Sub-Account as of the date 14 days
prior to the date on which the payment is due.
FIXED ANNUITY
A Fixed Annuity is an Annuity with payments which remain fixed as to dollar
amount throughout the payment period. The dollar amount of the first Fixed
Annuity payment will be calculated as described above in the "Amount of Basic
First Payment" provision. All subsequent payments will be in the same amount
and that amount will be assured throughout the payment period. If it would
produce a larger payment, we agree that the first Fixed Annuity payment will be
determined using the Life Annuity Tables in effect on the Maturity Date.
ANNUITY OPTIONS
Subject to conditions stated in ELECTIONS OF SETTLEMENT OPTIONS and MINIMUM
AMOUNTS, all or any part of the Cash Surrender Value of this contract may be
paid under one or more of the Annuity Options below.
OPTION 1. LIFE ANNUITY-NO REFUND
We will make monthly Annuity payments during the lifetime of the person on
whose life the payments are based, ending with the last monthly payment
preceding death.
OPTION 2. LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED
We will make monthly Annuity payments during the lifetime of the person on
whose life the payments are based and under the conditions stated below.
If at the death of that person, payments have been made for less than 120, 180
or 240 months, as elected, we will continue to make payments to the designated
Beneficiary during the remainder of the period.
OPTION 3. JOINT AND LAST SURVIVOR LIFE ANNUITY
We will make monthly Annuity payments during the joint lifetime of two
persons on whose lives payments are based and during the lifetime of the
survivor.
No more payments will be made after the death of the survivor.
OPTION 4. JOINT AND LAST SURVIVOR LIFE ANNUITY-ANNUITY REDUCED ON DEATH OF
PRIMARY PAYEE
We will make monthly Annuity payments during the joint lifetime of two persons
on whose lives payments are based. One of the two persons will be designated as
the primary payee. The other will be designated the secondary payee. On the
death of the secondary payee, if survived by the primary payee, we will
continue to make monthly Annuity payments to the primary payee in the same
amount that would have been payable during the joint lifetime of the two
persons.
On the death of the primary payee, if survived by the secondary payee, we will
continue to make monthly Annuity payments to the secondary payee in an amount
equal to 50% of the payments which would have been made during the lifetime of
the primary payee.
No further payments will be made following the death of the survivor.
OPTION 5. OTHER ANNUITY OPTIONS
We will make any other arrangements for Annuity payments as may be mutually
agreed.
Page 13
<PAGE> 14
INCOME OPTIONS
We will pay all or any part of the Cash Surrender Value to you under one or
more of the Income Options below subject to the conditions stated in ELECTION
OF SETTLEMENT OPTIONS and MINIMUM AMOUNTS and the currently effective Tax Law
Qualification Rider.
The Cash Surrender Value used to determine the amount of any Income payment
will he based on the Accumulation Unit Value as of 14 days before the date an
Income payment is due and will be determined the same way as in the
Accumulation period.
OPTION 1. PAYMENTS OF A FIXED AMOUNT
We will make equal payments each month in the amount elected until the Cash
Surrender Value applied under this option is gone.
The first monthly payment will he paid from each Sub-Account in proportion to
its Cash Surrender Values applied.
The second payment and all later payments from each Sub-Account will he the
same as the first payment under this option. The final payment will include any
amount that is not enough to make another full payment.
OPTION 2. PAYMENTS FOR A FIXED PERIOD
We will make monthly payments for the period selected. The amount of each
payment will be equal to the then remaining Cash Surrender Value applied under
this option divided by the number of remaining payments.
OPTION 3. OTHER INCOME OPTIONS
We will make any other arrangements for Income payments as may be mutually
agreed.
Page 14
<PAGE> 15
GENERAL PROVISIONS
THE CONTRACT
The entire contract between you and us consiSts of the contract and afl
attached pages.
CONTRACT CHANGES
The only way this contract may be charged is by a written endorsement signed by
one of our officers.
SUBSTITUTION OF SEPARATE ACCOUNT OR FUNDING OPTIONS
If it is not possible to continue to offer a Separate Account or Funding
Option, or in our judgment becomes inappropriate for the purposes of this
contract, we may substitute another Separate Account or Funding Option without
your consent. Substitution may be made with respect to both existing
investments and investment of future premium payments. However, no such
substitution will be made without notice to you and without prior approval of
the Securities and Exchange Commission, to the extent required by law.
MISSTATEMENT
If die Annuitant's or owner's sex or date of birth was misstated, all benefits
of this contract are what the purchase payment paid would have purchased at the
correct sex and age. Proof of the Annuitant's and owner's ages may be filed at
any time at Our Office.
INCONTESTABILITY
We will not contest this contract from its Contract Date.
TERMINATION
We reserve the right to terminate this contract on any Valuation Date if the
Contract Value as of the date is less than the Termination Amount shown on the
CONTRACT SPECIFICATIONS, and purchase payments have not been made to this
contract for at least two years. Termination will not occur until 31 days after
we have mailed notice of termination to you at your last known address and to
any assignee of record. If this contract is terminated, we will pay you the
Cash Surrender Value, if any.
REQUIRED REPORTS
We will furnish a report to the owner as often as required by law, hut at least
once in each Contract Year before the due date of the first Annuity or Income
payment. The report will show the number of Accumulation Units credited to the
contract in each Account and the corresponding Accumulation Unit Value as of
the date of the report.
VOTING RIGHTS
So long as federal law requires, you may have the right to vote at the meetings
of the shareholders of the Funding Option. If you have voting rights, we will
send a notice to you telling you the time and place of a meeting. The notice
will also explain matters to be voted upon and how many votes you get.
MORTALITY AND EXPENSES
Out actual mortality and expense experience will not affect the amount of any
Annuity or Income payments or any other values under this contract.
NON-PARTICIPATING
This contract does not share in our surplus earnings, so you will receive no
dividends under it.
CHANGES IN TAXES BASED UPON PREMIUM OR VALUE
If there is any change in a law assessing taxes against us based upon the
premiums or value of this contract, we reserve the right to charge you
proportionately for that tax. This would include a tax based upon our realized
net capital gains in the Sub-Accounts and on earnings in the Fixed Account, on
which we are not currently taxed.
CONFORMITY WITH STATE AND FEDERAL LAWS
This contract is governed by the law of the state in which it is delivered. Any
paid-up Annuity, Cash Surrender or death benefits that are available under this
contract are not less than the minimum benefits required by the statutes of the
state in which this contract is delivered.
Upon receiving appropriate state approval, we may at any time make any changes,
including retroactive changes, in this contract to the extent that the change
is required to meet the requirements of any law or regulation issued by any
governmental agency to which we or you are subject.
Page 15
<PAGE> 16
EMERGENCY PROCEDURE
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
is closed; (2) when trading on the Exchange is restricted; (3) when an
emergency exists as determined by the Securities and Exchange Commission so
that disposal of the securities held in the Sub-Accounts is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Sub-Account's net assets, or (4) during any other period when the Securities
and Exchange Commission, by order, so permits for the protection of security
holders. Any provision of this contract which specifies a Valuation Date will
be superseded by this Emergency Procedure.
RELATION OF THIS CONTRACT TO THE SEPARATE ACCOUNTS AND SUB-ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of our
Separate Account and the Sub-Accounts. That portion of the assets of a Separate
Account or Sub-Account equal to the reserves and other contract liabilities
with respect to such Separate Account or Sub-Account shall not he chargeable
with liabilities arising out of any other business we conduct. Our
determination of the value of an Accumulation Unit and an Annuity Unit by the
method described in this contract will be conclusive.
Page 16
<PAGE> 17
TABLE OF VALUES
GUARANTEED VALUES OF THE FIXED ACCOUNT PER $1,000 OF NET PURCHASE PAYMENT
APPLIED
<TABLE>
<CAPTION>
NO. OF GUARANTEED NO. OF GUARANTEED
YEARS FROM CASH YEARS FROM CASH
DATE PAYMT. GUARANTEED SURRENDER DATE PAYMT. GUARANTEED SURRENDER
IS APPLIED VALUE VALUE IS APPLIED VALUE VALUE
<S> <C> <C> <C> <C> <C>
1 1030 970 36 2898 2898
2 1060 1000 37 2985 2985
3 1092 1032 38 3074 3074
4 1125 1095 39 3167 3167
5 1159 1139 40 3262 3262
6 1194 1184 41 3359 3359
7 1229 1229 42 3460 3460
8 1266 1266 43 3564 3564
9 1304 1304 44 3671 3671
10 1343 1343 45 3781 3781
11 1384 1384 46 3895 3895
12 1425 1425 47 4011 4011
13 1468 1468 48 4132 4132
14 1512 1512 49 4256 4256
15 1557 1557 50 4383 4383
16 1604 1604 51 4515 4515
17 1652 1652 52 4650 4650
18 1702 1702 53 4790 4790
19 1753 1753 54 4934 4934
20 1806 1806 55 5082 5082
21 1860 1860 56 5234 5234
22 1916 1916 57 5391 5391
23 1973 1973 58 5553 5553
24 2032 2032 59 5720 5720
25 2093 2093 60 5891 5891
26 2156 2156 61 6068 6068
27 2221 2221 62 6250 6250
28 2287 2287 63 6437 6437
29 2356 2356 64 6631 6631
30 2427 2427 65 6829 6829
31 2500 2500 66 7034 7034
32 2575 2575 67 7245 7245
33 2652 2652 68 7463 7463
34 2731 2731 69 7687 7687
35 2813 2813 70 7917 7917
</TABLE>
Page 17
<PAGE> 18
This Page Intentionally Left Blank
Page 18
<PAGE> 19
LIFE ANNUITY TABLES
DOLLAR AMOUNT OF THE FIRST MONTHLY ANNUITY PAYMENT WHICH IS PURCHASED
WITH EACH $1,000 APPLIED
OPTIONS 1 AND 2 - SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
120 180 240
ADJUSTED ADJUSTED MONTHLY MONTHLY MONTHLY
AGE AGE NO PAYMENTS PAYMENTS PAYMENTS
MALE FEMALE REFUND ASSURED ASSURED ASSURED
<S> <C> <C> <C> <C> <C>
50 54 $4.13 $4.10 $4.06 $4.00
51 55 4.20 4.17 4.13 4.06
52 56 4.28 4.25 4.20 4.12
53 57 4.37 4.33 4.27 4.18
54 58 4.46 4.41 4.35 4.25
55 59 4.55 4.50 4.42 4.31
56 60 4.65 4.59 4.51 4.38
57 61 4.76 4.69 4.59 4.44
58 62 4.87 4.79 4.68 4.51
59 63 4.99 4.90 4.77 4.58
60 64 5.12 5.01 4.86 4.65
61 65 5.26 5.13 4.96 4.72
62 66 5.40 5.25 5.06 4.79
63 67 5.56 5.39 5.16 4.85
64 68 5.72 5.52 5.27 4.92
65 69 5.90 5.67 5.37 4.99
66 70 6.09 5.82 5.48 5.05
67 71 6.29 5.97 5.59 5.11
68 72 6.51 6.13 5.69 5.16
69 73 6.74 6.30 5.80 5.21
70 74 6.99 6.48 5.90 5.26
71 75 7.26 6.66 6.01 5.31
72 76 7.54 6.84 6.11 5.34
73 77 7.86 7.03 6.20 5.38
74 78 8.19 7.22 6.29 5.41
75 79 8.55 7.41 6.38 5.43
</TABLE>
OPTION 3- JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
ADJUSTED AGE OF ADJUSTED AGE OF SECOND LIFE
FIRST LIFE M-51 M-56 M-58 M-61 M-63 M-66 M-71
Male Female F-55 F-60 F-62 F-65 F-67 F-70 F-75
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 54 $3.69 $3.81 $3.85 $3.91 $3.94 $3.98 $4.04
55 59 3.82 3.99 4.06 4.15 4.20 4.28 4.38
57 61 3.87 4.06 4.14 4.25 4.32 4.41 4.53
60 64 3.93 4.17 4.26 4.40 4.48 4.61 4.78
62 66 3.97 4.23 4.34 4.49 4.60 4.74 4.96
65 69 4.02 4.32 4.44 4.63 4.76 4.95 5.24
70 74 4.09 4.43 4.59 4.83 5.01 5.27 5.72
</TABLE>
Dollar amounts of the first monthly payments for ages not shown in these Tables
will be calculated on the same basis as those shown and may be obtained from
us. Amounts shown in these Tables are based on the Progressive Annuity Table,
with a two year set-back, (assuming births in the year 1900) with interest at
the rate of 3% per annum. The adjusted age of the person on whose life the
Annuity is based is determined from the actual age last birthday on the due
date of the first Annuity payment in the following manner.
<TABLE>
<S> <C> <C> <C>
Calendar Year in which
First Payment is Due 1991-2000 2001-2010 2011 & later
Adjusted Age is Actual Age plus 2 plus 1 plus 0
</TABLE>
Page 19
<PAGE> 20
OPTION 4-JOINT AND LAST SURVIVOR LIFE ANNUITY
ANNUITY REDUCES ON DEATH OF PRIMARY PAYEE
<TABLE>
<CAPTION>
ADJUSTED AGE OF
PRIMARY PAYEE ADJUSTED AGE OF SECOND PAYEE
MALE 50 55 60 65
<S> <C> <C> <C> <C>
50 $3.82 $3.90 $3.96 $4.01
55 4.05 4.15 4.25 4.34
60 4.31 4.45 4.59 4.73
65 4.60 4.78 4.98 5.19
70 4.93 5.16 5.43 5.71
</TABLE>
<TABLE>
<CAPTION>
ADJUSTED AGE OF
PRIMARY PAYEE ADJUSTED AGE OF SECOND PAYEE
FEMALE 50 55 60 65
<S> <C> <C> <C> <C>
50 $3.70 $3.75 $3.79 $3.81
55 3.93 4.00 4.06 4.11
60 4.19 4.30 4.40 4.48
65 4.48 4.64 4.79 4.92
70 4.81 5.03 5.25 5.46
</TABLE>
Dollar amounts of the monthly payments for ages not shown in these Tables will
be calculated on the same basis as those shown and may be obtained from us.
Amounts shown in these Tables are based on the Progressive Annuity Table, with
a two year set-back, (assuming births in the year 1900) with interest at the
rate of 3% per annum. The adjusted age of the person on whose life the annuity
is based is determined from the actual age last birthday on the due date of the
first annuity payment in the following manner.
<TABLE>
<S> <C> <C> <C>
Calendar year in which
First Payment is Due 1991-2000 2001-2010 2011 & Later
Adjusted Age is Actual Age plus 2 plus 1 plus 0
</TABLE>
Page 20
<PAGE> 21
INDIVIDUAL VARIABLE ANNUITY CONTRACT
NON-TAX QUALIFIED NON-PARTICIPATING
<PAGE> 22
TAX LAW QUALIFICATION RIDER
This rider is made a part of this contract at its Contract Date in order to
comply with the tax rules under Section 72(s) of the Code for required
distributions upon the death of any contract owner. The following conditions,
restrictions and limitations must apply to maintain the tax qualified Status of
your Annuity.
REQUIRED DISTRIBUTIONS WHERE OWNER AND ANNUITANT DIE SIMULTANEOUSLY
If you are the owner and the Annuitant or you are the owner and you die
simultaneously with the Annuitant before payment of any Annuity or Income
Option begins, an amount equal to the Death Benefit will be distributed within
five years of your death to the contract Beneficiary unless:
a. the Beneficiary elects by Written Request to have the proceeds
distributed over the Beneficiary's life or over a period not extending
beyond life expectancy, and the payments begin within one year of
your death: or
b. the sole Beneficiary is your spouse who elects by Written Request to
continue the contract as the owner and Annuitant
If you are the owner and the Annuitant or you are the owner and you die
simultaneously with the Annuitant after an Annuity or Income option begins but
before your entire interest has been distributed, the remaining proceeds of the
contract will be dis- tributed at least as rapidly as they were being
distributed under the method of payment in effect at the time of your death.
The death of the first joint owner triggers these distribution requirements.
NON-NATURAL OWNER HOLDING FOR NATURAL PERSONS
The above rules also apply if you are not an individual and the primary
Annuitant dies before payment of an Annuity or Income Option begins. Payments
will be made to the Beneficiary. The primary Annuitant is the first-named
Annuitant and the individual who is of primary importance in affecting the
timing or amount of payments under the contract.
If you are not an individual and the primary annuitant dies after payment of an
Annuity or Income option begins, the remaining proceeds of the contract will be
distributed at least as rapidly as they were being distributed under the method
of payment in effect at the time of the primary Annuitant's death.
REQUIRED DISTRIBUTIONS WHERE OWNER AND ANNUITANT DO NOT DIE SIMULTANELOUSLY
If you are the owner but not the Annuitant, and you die before the Annuitant
and before payment of an Annuity or Income Option begins, an amount equal to
the Death Benefit will be distributed within five years of your death to the
joint owner surviving you. In this circumstance, the joint owner is the
"designated beneficiary" referred to in Section 72(s) of the Code, and his or
her rights preempt those of the Beneficiary named in a Written Request. The
distribution may be made over a period that exceeds five years from your death
or postponed by your spouse if:
a. the joint owner elects by Written Request to have the proceeds
distributed over his or her life or over a period not extending beyond
life expectancy, and the payments begin within one year of your death;
or
b. the sole joint owner is your spouse, who elects by Written Request to
continue the contract as owner.
The joint owner is determined by contract designation. If there is no joint
owner or Beneficiary surviving you, ownership of this contract passes to your
estate. The estate or the individual taking the contract benefits through your
estate must take complete dis- tribution within five years of your death.
If you are the owner but not the Annuitant, and you die before payment of an
Annuity or Income Option begins, the remaining proceeds of the contract will be
distributed at least as rapidly as they were being distributed under the method
of payment in effect at the time of your death.
The death of the first joint owner triggers these distribution requirements.
<PAGE> 23
ADMINISTRATIVE COMPLIANCE
If the Code and related law, regulations and rulings require a distribution
other than described above in order to keep this Annuity contract qualified
under the Code, we will administer the contract in accordance with these laws,
regulations and rulings. We will provide you with a revised rider describing
any necessary changes, following all regulatory approvals.
THE TRAVELERS INSURANCE COMPANY
[SIG]
President
<PAGE> 1
EXHIBIT 9
December 22, 1995
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
Gentlemen:
With reference to the Registration Statement on Form N-4 filed by The
Travelers Insurance Company and The Travelers Fund ABD for Variable Annuities
with the Securities and Exchange Commission covering Flexible Premium Variable
Annuity contracts, I have examined such documents and such law as I have
considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:
1. The Travelers Insurance Company is duly organized and existing
under the laws of the State of Connecticut and has been duly
authorized to do business and to issue variable annuity contracts
by the Insurance Commissioner of the State of Connecticut.
2. The Travelers Fund ABD for Variable Annuities is a duly
authorized and validly existing separate account established
pursuant to Section 38a-433 of the Connecticut General Statutes.
3. The variable annuity contracts covered by the above Registration
Statement, and all pre-and post-effective amendments relating
thereto, will be approved and authorized by the Insurance
Commissioner of the State of Connecticut and when issued will be
valid, legal and binding obligations of The Travelers Insurance
Company and The Travelers Fund ABD for Variable Annuities.
I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Proceedings and Opinion" in the Prospectus
constituting a part of the Registration Statement.
/s/Ernest J. Wright
Ernest J. Wright
General Counsel
Life and Annuities Division
The Travelers Insurance Company
<PAGE> 1
EXHIBIT 14
In connection with the solicitation and sale of variable annuity
contracts to participants of plans qualified under Section 403(b) of the
Internal Revenue Code, the Registrant hereby represents, in reliance upon
No-Action Letter IP-6-88, that it has:
(1) included appropriate disclosure regarding the redemption
restrictions imposed by Section 403(b)(11) in each registration
statement, including the prospectus, used in connection with the
offer of the contract;
(2) included appropriate disclosure regarding the redemption
restrictions imposed by Section 403(b)(11) in any sales
literature used in connection with the offer of the contract;
(3) instructed sales representatives who solicit participants to
purchase the contract specifically to bring the redemption
restrictions imposed by Section 403(b)(11) to the attention of
the potential participants; and
(4) obtained from each plan participant who purchases a Section
403(b) annuity contact, prior to or at the time of such purchase,
a signed statement acknowledging the participant's understanding
of (i) the restrictions on redemption imposed by Section
403(b)(11), and (ii) the investment alternatives available under
the employer's Section 403(b) arrangement, to which the
participant may elect to transfer his or her contract value.
By: /s/Robert C. Hamilton
Name: Robert C. Hamilton
Title: Second Vice President
Date: December 22, 1995
<PAGE> 1
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, ROBERT I. LIPP of Scarsdale, New York, Chairman and Director
of The Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 for The Travelers Fund ABD for Variable Annuities, a separate account of
the Company dedicated specifically to the funding of variable annuity contracts
to be offered by the Company, and further, to sign any and all amend-ments
thereto, including post-effective amendments, that may be filed by the Company
on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1995.
/s/Robert I. Lipp
Chairman and Director
The Travelers Insurance Company
<PAGE> 2
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Director,
President and Chief Executive Officer of The Travelers Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint JAY S.
FISHMAN, Director and Chief Financial Officer of said Company, and ERNEST J.
WRIGHT, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead, to sign registration statements on behalf of said Company on Form N-4 or
other appropriate form under the Securities Act of 1933 for The Travelers Fund
ABD for Variable Annuities, a separate account of the Company dedicated specifi
cally to the funding of variable annuity contracts to be offered by the
Company, and further, to sign any and all amendments thereto, including
post-effective amendments, that may be filed by the Company on behalf of said
registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
November, 1995.
/s/Michael A. Carpenter
Director, President and
Chief Executive Officer
The Travelers Insurance Company
<PAGE> 3
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, CHARLES O. PRINCE III of Weston, Connecticut, director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 for The Travelers Fund ABD for Variable Annuities, a separate account of
the Company dedicated specifically to the funding of variable annuity contracts
to be offered by the Company, and further, to sign any and all amendments
thereto, including post-effective amendments, that may be filed by the Company
on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
November, 1995.
/s/ Charles O. Prince, III
Director
The Travelers Insurance Company
<PAGE> 4
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, MARC P. WEILL of New York, New York, director of The Travelers
Insurance Company (hereafter the "Company"), do hereby make, constitute and
appoint JAY S. FISHMAN, Director and Chief Financial Officer of said Company,
and ERNEST J. WRIGHT, Assistant Secretary of said Company, or either one of
them acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form N-4 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund ABD for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by the Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1995.
/s/Marc P. Weill
Director
The Travelers Insurance Company
<PAGE> 5
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, IRWIN R. ETTINGER of Stamford, Connecticut, director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 for The Travelers Fund ABD for Variable Annuities, a separate account of
the Company dedicated specifically to the funding of variable annuity
contracts to be offered by the Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of
November, 1995.
/s/Irwin R. Ettinger
Director
The Travelers Insurance Company
<PAGE> 6
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, DONALD T. DeCARLO of Douglaston, New York, director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint JAY S. FISHMAN, Director and Chief Financial Officer of
said Company, and ERNEST J. WRIGHT, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 for The Travelers Fund ABD for Variable Annuities, a separate account of
the Company dedicated specifically to the funding of variable annuity
contracts to be offered by the Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
November, 1995.
/s/Donald T. DeCarlo
Director
The Travelers Insurance Company
<PAGE> 7
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, CHRISTINE B. MEAD of Avon, Connecticut, Vice President and
Controller of The Travelers Insurance Company (hereafter the "Company"), do
hereby make, constitute and appoint JAY S. FISHMAN, Director and Chief
Financial Officer of said Company, and ERNEST J. WRIGHT, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-4 or other appropriate form
under the Securities Act of 1933 for The Travelers Fund ABD for Variable
Annuities, a separate account of the Company dedicated specifically to the
funding of variable annuity contracts to be offered by the Company, and
further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
November, 1995.
/s/Christine B. Mead
Vice President and Controller
The Travelers Insurance Company
