<PAGE> 1
Registration Statement No. 333-58809
811-08869
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Pre-Effective Amendment No. 1
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
---------------------------------------------------------
(Exact name of Registrant)
THE TRAVELERS LIFE AND ANNUITY COMPANY
--------------------------------------
(Name of Depositor)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
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(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including area code: (860) 277-0111
--------------
ERNEST J. WRIGHT
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable
following the effectiveness
of the 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.
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.
<PAGE> 2
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
Cross-Reference Sheet
Form N-4
<TABLE>
<CAPTION>
Item
No. Caption in Prospectus
- --- ---------------------
<S> <C>
1. Cover Page Prospectus
2. Definitions Index of Special Terms
3. Synopsis Contract Profile
4. Condensed Financial Information Not Applicable
5. General Description of Registrant, The Insurance Company; The Separate Account;
Depositor, and Portfolio Companies the Funding Options
6. Deductions Charges and Deductions; Distribution of Variable
Annuity Contracts
7. General Description of Variable The Annuity Contract
Annuity Contracts
8. Annuity Period The Annuity Period
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Annuity Contract; Distribution of Variable
Annuity Contracts
11. Redemptions Access to Your Money
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix A - Contents of the Statement of
of Additional Information Additional Information
<CAPTION>
Caption in Statement of Additional
Information
------------------------------------------
<S> <C>
15. Cover Page Cover Page
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
TRAVELERS RETIREMENT
VARIABLE ANNUITY
CONTRACT PROFILE
NOVEMBER 18, 1998
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY. THE TERMS "WE," "US," "OUR" AND THE "COMPANY" REFER TO
TRAVELERS LIFE AND ANNUITY COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT
OWNER/PARTICIPANT.
1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by Travelers Life and
Annuity Company is a variable annuity that is intended for retirement savings or
other long-term investment purposes. The Contract provides a death benefit as
well as guaranteed income options. The Contract may be issued as an individual
Contract or as a group Contract. In states where only group Contracts are
available, you will be issued a certificate summarizing the provisions of the
group Contract. For convenience, this prospectus refers to both Contracts and
Certificates as "Contracts," and individual participants are referred to as
"Contract Owners". You can make one or more payments, as you choose, on a
pre-tax basis. You direct your payment(s) to one or more of the variable funding
options offered through the Separate Account, as listed in Section 4. Depending
on market conditions, you may make or lose money in any of these options.
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, your
pre-tax contributions accumulate on a tax-deferred basis and are taxed as income
when you make a withdrawal, presumably when you are in a lower tax bracket. The
income phase occurs when you begin receiving payments from your Contract. The
amount of money you accumulate in your Contract determines the amount of income
(annuity payments) you receive during the income phase.
2. ANNUITY PAYMENTS (THE INCOME PHASE). If you want to receive regular income
payments from your annuity, you can choose one of the following annuity options:
Option 1 -- payments for your life (life annuity) -- assuming that you are the
annuitant; Option 2 -- payments for your life with an added guarantee that
payments will continue to your beneficiary for a certain number of months (120,
180 or 240, as you select), if you should die during that period; Option
3 -- Joint and Last Survivor Life Annuity, in which payments are made for your
life and the life of another person (usually your spouse); Option 4 -- Joint and
Last Survivor Life Annuity, in which the annuity is reduced on death of Primary
Payee; Option 5 -- payment for a Fixed Period.
Once you make an election of an annuity option and begin to receive payments, it
cannot be changed. During the income phase, you have the same investment choices
you had during the accumulation phase. If amounts are directed to the funding
options through the Separate Account, the dollar amount of your payments may
increase or decrease.
In addition, depending on which annuity option you select, and depending on
market conditions, there are several other options and features available upon
annuitization. These include an annuitization credit, a variable annuitization
floor benefit, a liquidity benefit and an increasing benefit option. Please
refer to your Contract and the attached prospectus for further details.
3. PURCHASE. You may purchase the Contract with an initial payment of at least
$20,000. You may make additional payments of at least $5,000 at any time during
the accumulation phase.
CONSERVATION CREDIT. We may add a credit to funds received as purchase payments
if such funds originated from another contract issued by Us or Our affiliates.
If applied, the amount of this credit will be determined by us.
<PAGE> 5
OPTIONAL DEATH BENEFIT CREDIT. If you select the Optional Death Benefit, we
will add a credit to each purchase payment equal to 2% of that purchase payment.
These credits are applied pro rata to the same funding options to which your
purchase payment was applied.
WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with qualified retirement plans, which include contracts
qualifying under Section 401, 403, 408 or 457 of the Internal Revenue Code of
1986, as amended.
4. INVESTMENT OPTIONS. You can direct your money into any or all of the
following funding options. They are described in the accompanying fund
prospectuses. Depending on market conditions, you may make or lose money in any
of these options:
High Yield Bond Trust
Managed Assets Trust
Money Market Portfolio
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return
Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio
5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. For the Standard Death Benefit, the annual
insurance charge is .80% of the amounts you direct to the funding options. For
the Optional Death Benefit and Credit option, the annual insurance charge is
1.25%.
Each funding option has charges for management and other expenses. The charges
range from .58% to 2.11% annually, of the average daily net asset balance of the
funding option, depending on the funding option. Certain funding options have
fee reimbursement and/or fee waiver arrangements which serve to reduce the
charges shown.
If you withdraw amounts under the Contract, the Company may deduct a withdrawal
charge (0% to 5%) of the amount of purchase payments withdrawn from the
Contract. If you withdraw all amounts under the Contract, or if you begin
receiving annuity payments, the Company may be required by your state to deduct
a premium tax of 0%-5%.
If the Variable Annuitization Floor Benefit is selected, there is a Floor
Benefit charge assessed. This charge increases your annual separate account
charges by a percentage not to exceed 3% per year. This charge will vary based
upon market conditions, and will be set at the time you choose this option. Once
established, this charge will remain the same throughout the term of the
ii
<PAGE> 6
annuitization. The Floor Benefit charge compensates us for the risk we take in
guaranteeing that, regardless of the performance of the funding options, your
periodic annuity payments will never be less than a certain percentage of your
first annuity payment.
The following table is designed to help you understand the Contract charges. In
the table below, "Total Annual Insurance Charge" includes the mortality and
expense risk charge of .80% for the Standard Death Benefit(a), and 1.25% for the
Optional Death Benefit and Credit(b). The column "Total Annual Charges" reflects
the mortality and expense risk charge and the investment charges for each
portfolio. Each of the American Odyssey Funds is listed twice, once with the
optional CHART asset allocation fee of .80% reflected, and once without the
optional asset allocation fee. The columns under the heading "Examples" show how
much you would pay under the Contract for a one-year period and for a 10-year
period. As required by the SEC, the examples assume that you invested $1,000 in
a Contract that earns 5% annually and that you withdraw your money at the end of
year 1 and at the end of year 10. For years 1 and 10, the examples show the
aggregate of all the annual charges assessed during that time. For these
examples, the premium tax is assumed to be 0%.
Please refer to the fee table contained in the prospectus for more details.
<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust................................. (a) .80% 0.84% 1.64% $67 $194
(b) 1.25% 0.84% 2.09% 71 242
Managed Assets Trust.................................. (a) .80% 0.63% 1.43% 65 171
(b) 1.25% 0.63% 1.88% 69 220
Money Market Portfolio................................ (a) .80% 0.40% 1.20% 62 145
(b) 1.25% 0.40% 1.65% 67 195
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund.................................. (a) .80% 0.65% 1.45% 65 174
(b) 1.25% 0.65% 1.90% 69 222
Emerging Opportunities Fund....................... (a) .80% 0.86% 1.66% 67 197
(b) 1.25% 0.86% 2.11% 71 244
Global High-Yield Bond Fund....................... (a) .80% 0.68% 1.48% 65 177
(b) 1.25% 0.68% 2.05% 70 225
Intermediate-Term Bond Fund....................... (a) .80% 0.63% 1.43% 65 171
(b) 1.25% 0.63% 1.88% 69 220
International Equity Fund......................... (a) .80% 0.77% 1.57% 66 187
(b) 1.25% 0.77% 2.02% 71 235
Long-Term Bond Fund............................... (a) .80% 0.62% 1.42% 64 170
(b) 1.25% 0.62% 1.87% 69 219
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund.................................. (a) .80% 1.45% 2.25% 73 258
(b) 1.25% 1.45% 2.70% 77 303
Emerging Opportunities Fund....................... (a) .80% 1.66% 2.46% 75 280
(b) 1.25% 1.66% 2.91% 79 323
Global High-Yield Bond Fund....................... (a) .80% 1.48% 2.28% 73 262
(b) 1.25% 1.48% 2.28% 78 306
Intermediate-Term Bond Fund....................... (a) .80% 1.43% 2.23% 73 256
(b) 1.25% 1.43% 2.68% 77 301
International Equity Fund......................... (a) .80% 1.57% 2.37% 74 271
(b) 1.25% 1.57% 2.82% 79 315
Long-Term Bond Fund............................... (a) .80% 1.42% 2.22% 73 255
(b) 1.25% 1.42% 2.67% 77 300
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series....................................... (a) .80% 0.85% 1.65% 67 195
(b) 1.25% 0.85% 2.10% 71 243
Small Cap Value Series............................ (a) .80% 0.85% 1.65% 67 195
(b) 1.25% 0.85% 2.10% 71 243
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio.................... (a) .80% 0.80% 1.60% $66 $190
(b) 1.25% 0.80% 2.05% 71 238
Small Cap Portfolio............................... (a) .80% 0.78% 1.58% 66 188
(b) 1.25% 0.78% 2.03% 71 236
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II................... (a) .80% .55% 1.45% 64 162
(b) 1.25% .55% 1.80% 68 212
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund........... (a) .80% 1.25% 2.05% 71 238
(b) 1.25% 1.25% 2.50% 75 284
OCC ACCUMULATION TRUST
Equity Portfolio.................................. (a) .80% 0.99% 1.79% 68 211
(b) 1.25% 0.99% 2.24% 73 257
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund............ (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Salomon Brothers Variable Investors Fund.......... (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Salomon Brothers Variable Total Return Fund....... (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II...................... (a) .80% 1.20% 2.00% 70 233
(b) 1.25% 1.20% 2.45% 75 279
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio......................... (a) .80% 0.82% 1.62% 66 192
(b) 1.25% 0.82% 2.07% 71 240
MFS Total Return Portfolio........................ (a) .80% 0.86% 1.66% 67 197
(b) 1.25% 0.80% 2.11% 71 244
Putnam Diversified Income Portfolio............... (a) .80% 0.88% 1.68% 67 199
(b) 1.25% 0.88% 2.13% 72 246
Smith Barney High Income Portfolio................ (a) .80% 0.70% 1.50% 65 179
(b) 1.25% 0.70% 1.95% 70 227
Smith Barney International Equity Portfolio....... (a) .80% 1.01% 1.81% 68 213
(b) 1.25% 1.01% 2.26% 73 260
Smith Barney Large Capitalization Growth
Portfolio....................................... (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio............... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Disciplined Small Cap Stock Portfolio............. (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Equity Income Portfolio........................... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Federated Stock Portfolio......................... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Large Cap Portfolio............................... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Lazard International Stock Portfolio.............. (a) .80% 1.25% 2.05% 71 238
(b) 1.25% 1.25% 2.50% 75 284
MFS Mid Cap Growth Portfolio...................... (a) .80% 1.00% 1.80% 68 217
(b) 1.25% 1.00% 2.25% 73 258
MFS Research Portfolio............................ (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Social Awareness Stock Portfolio.................. (a) .80% 0.98% 1.78% 68 209
(b) 1.25% 0.98% 2.23% 73 256
Strategic Stock Portfolio......................... (a) .80% 0.90% 1.70% 67 201
(b) 1.25% 0.90% 2.15% 72 248
</TABLE>
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<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Travelers Quality Bond Portfolio.................. (a) .80% 0.75% 1.55% $66 $185
(b) 1.25% 0.75% 2.00% 70 233
U.S. Government Securities Portfolio.............. (a) .80% 0.58% 1.38% 64 166
(b) 1.25% 0.58% 1.83% 69 215
Utilities Portfolio............................... (a) .80% 1.06% 1.86% 69 218
(b) 1.25% 1.06% 2.31% 73 265
WARBURG PINCUS TRUST
Emerging Markets Portfolio........................ (a) .80% 1.40% 2.20% 72 253
(b) 1.25% 1.40% 2.65% 77 298
</TABLE>
(1) Reflects expenses that would be incurred for those Contract Owners who DO
NOT participate in the CHART Asset Allocation program.
(2) Reflects expenses that would be incurred for those Contract Owners who DO
participate in the CHART Asset Allocation program.
6. TAXES. The payments you make during the accumulation phase are made with
before-tax dollars. You will be taxed on your purchase payments and on any
earnings when you make a withdrawal or begin receiving annuity payments.
If you reach a certain age, you may be required by federal tax laws to begin
receiving payments from your annuity or risk paying a penalty tax. In those
cases, we can calculate and pay you the minimum required distribution amounts.
If you are younger than 59 1/2 when you take money out, you may be charged a 10%
federal penalty tax on the amount withdrawn.
During the annuity period, if you have elected the optional Variable Annuity
Floor option and take a surrender, there will be tax implications. Consult your
tax advisor.
7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (5% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 6 years or more). During the first contract
year, you may withdraw up to 20% of the initial purchase payment without a
withdrawal charge. After the first contract year, you may withdraw up to 20% of
the contract value (as of the end of the previous contract year) without a
withdrawal charge. Of course, you may have to pay income taxes and a tax penalty
on taxable amounts you withdraw.
8. PERFORMANCE. The value of the Contract will vary depending upon the
investment performance of the funding options you choose. Past performance is
not a guarantee of future results. The Separate Account is new, and therefore
has no past performance. However, the funding options have been available for
various periods of time. Performance information that predates the separate
account is considered "nonstandard" by the SEC. Such nonstandard performance is
shown in the Statement of Additional Information that you may request free of
charge.
9. DEATH BENEFIT. The person chosen as the beneficiary will receive a death
benefit upon the first death of any owner or the annuitant before the maturity
date. You may select either the Standard Death Benefit or the Optional Death
Benefit and Credit at the time of purchase:
STANDARD DEATH BENEFIT:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- -----------------------------------------------------------------------------------------
<S> <C>
Before age 80 Greater of:
(1) contract value; or (2) total purchase payments less any
withdrawals (and related charges).
- -----------------------------------------------------------------------------------------
On or after age 80 Contract value.
- -----------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 9
OPTIONAL DEATH BENEFIT AND CREDIT
The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- -----------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value; (2) total purchase payments, less any
withdrawals (and related charges), or (3) maximum Step Up
death benefit value associated with contract date
anniversaries beginning with the 5th, and ending with
the last before the annuitant's 76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- -----------------------------------------------------------------------------------------
Age 70-75 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above, (2) above, or (3) the Step Up death benefit value
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- -----------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- -----------------------------------------------------------------------------------------
</TABLE>
All death benefit values described above are calculated at the close of business
on the date the Company received due proof of death and written distribution
instructions (the death report date). The amounts will be reduced by any
applicable premium taxes due and any outstanding loans.
10. OTHER INFORMATION
RIGHT TO RETURN. If you cancel the Contract within ten days after you receive
it, you will receive a full refund of the purchase payment, less any applicable
conservation credits. Where state law requires a variation, the Company will
comply.
ADDITIONAL FEATURES. This Contract has other features you may be interested in.
These include:
DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in Funding Options each month, theoretically giving you a lower
average cost per unit over time as compared to a single one-time purchase.
Dollar cost averaging requires regular investments regardless of fluctuating
price levels, and does not guarantee a profit nor prevent loss in a declining
market. Potential investors should consider their financial ability to continue
purchases through periods of low price levels.
ASSET ALLOCATION ADVICE. If allowed, you may elect to enter into a separate
advisory agreement with Copeland Financial Services, Inc. ("Copeland"), an
affiliate of the Company, for the purpose of receiving asset allocation advice
under Copeland's CHART Program. The CHART Program allocates all purchase
payments among the American Odyssey Funds. The CHART Program and applicable fees
are fully disclosed in a separate Disclosure Statement.
SYSTEMATIC WITHDRAWAL OPTION. Before the maturity date, you can arrange to have
money sent to you at set intervals throughout the year. Of course, any
applicable income and penalty taxes will apply on amounts withdrawn.
MANAGED DISTRIBUTION PROGRAM. This program allows for the Company to
automatically calculate and distribute to you, in November of the applicable tax
year, an amount that will satisfy the Internal Revenue Service's minimum
distribution requirements imposed on certain contracts once the owner reaches
age 70 1/2 or retires. These minimum distributions occur during the accumulation
phase.
11. INQUIRIES. If you need more information, please contact us at (800)
842-9406 or:
Travelers Life and Annuity Company
Annuity Services
One Tower Square
Hartford, CT 06183
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<PAGE> 10
PROSPECTUS
THE TRAVELERS SEPARATE ACCOUNT SIX
FOR VARIABLE ANNUITIES
This prospectus describes TRAVELERS RETIREMENT VARIABLE ANNUITY, a group
flexible premium deferred variable annuity contract (the "Contract") issued by
The Travelers Life and Annuity Company (the "Company," "we" or "our"). The
Contract is available in connection with certain retirement plans that qualify
for special federal income tax treatment ("qualified Contracts") and Individual
Retirement Accounts (IRAs). Travelers Retirement Product may be issued as an
individual Contract or group Contract. In states where only group Contracts are
available, you will be issued a certificate summarizing the provisions of the
group Contract. For convenience, this prospectus refers to both Contracts and
certificates as "Contracts."
Your purchase payments accumulate on a variable basis through one or more of the
sub-accounts ("funding options") of the Travelers Separate Account Six for
Variable Annuities ("Separate Account Six"). Your contract value will vary daily
to reflect the investment experience of the funding options you select. The
funding options currently available are:
High Yield Bond Trust
Managed Assets Trust
Money Market Portfolio
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio
The contracts and/or some of the funding options may not be available in all
states. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUSES FOR THE FUNDING OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Separate Account
Six by requesting a copy of the Statement of Additional Information ("SAI")
dated November 18, 1998. The SAI has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this prospectus. To
request a copy, write to The Travelers Life and Annuity Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183, call (800) 842-8573, or
access the SEC's website (http://www.sec.gov). The Table of Contents of the SAI
appears in Appendix A of this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF TRAVELERS LIFE AND ANNUITY COMPANY'S
LATEST ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997, LATEST
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1998 AND LATEST
REPORT ON MATERIAL EVENTS AFFECTING THE COMPANY ON FORM 8K, WHICH CONTAIN
ADDITIONAL INFORMATION ABOUT THE COMPANY.
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.
PROSPECTUS DATED NOVEMBER 18, 1998
<PAGE> 11
TABLE OF CONTENTS
<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................ 2
FEE TABLE............................. 3
THE ANNUITY CONTRACT.................. 8
Contract Owner Inquiries.............. 8
Purchase Payments..................... 8
Conservation Credit................... 8
Accumulation Units.................... 8
The Funding Options................... 8
CHARGES AND DEDUCTIONS................ 12
General............................... 12
Withdrawal Charge..................... 13
Free Withdrawal Allowance............. 13
Mortality and Expense Risk Charge..... 13
Floor Benefit Charge.................. 14
Funding Option Expenses............... 14
Premium Tax........................... 14
Changes in Taxes Based Upon Premium or
Value............................... 14
OWNERSHIP PROVISIONS.................. 15
Types of Ownership.................... 15
Beneficiary........................... 15
TRANSFERS............................. 15
Dollar Cost Averaging................. 15
ACCESS TO YOUR MONEY.................. 15
Systematic Withdrawals................ 16
Managed Distribution Program.......... 16
DEATH BENEFIT......................... 16
Death Proceeds Before the Maturity
Date................................ 16
Death Proceeds After the Maturity
Date................................ 17
Payment of Proceeds................... 17
THE ANNUITY PERIOD.................... 18
Maturity Date......................... 17
Liquidity Benefit..................... 18
Allocation of Annuity................. 19
Variable Annuity...................... 19
Fixed Annuity......................... 19
PAYMENT OPTIONS....................... 20
Election of Options................... 20
Variable Annuitization Floor
Benefit............................. 20
Annuity Options....................... 20
MISCELLANEOUS CONTRACT PROVISIONS..... 21
Right to Return....................... 21
Termination........................... 21
Required Reports...................... 21
Suspension of Payments................ 22
Asset Allocation Program.............. 22
THE SEPARATE ACCOUNT.................. 22
Performance Information............... 22
FEDERAL TAX CONSIDERATIONS............ 23
General Taxation of Annuities......... 23
Qualified Contracts................... 23
Penalty Tax for Premature
Distributions....................... 23
Taxation of Surrenders Under Liquidity
Feature............................. 24
Ownership of the Investments.......... 24
Mandatory Distributions for Qualified
Plans............................... 24
OTHER INFORMATION..................... 24
The Insurance Company................. 24
Year 2000 Compliance.................. 24
Distribution of Variable Annuity
Contracts........................... 25
Conformity with State and Federal
Laws................................ 25
Voting Rights......................... 25
Legal Proceedings and Opinions........ 25
Financial Statements.................. 25
Available Information................. 26
Incorporation of Documents............ 26
APPENDIX A: Table of Contents of the
Statement of Additional
Information......................... A-1
APPENDIX B: Waiver of Withdrawal
Charge for Nursing Home
Confinement......................... B-1
APPENDIX C: Market Value Adjustment... C-1
</TABLE>
INDEX OF SPECIAL TERMS
The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.
<TABLE>
<S> <C>
Accumulation Unit..................... 8
Annuitant............................. 15
Annuity Payments...................... 18
Annuity Unit.......................... 8
Contract Date......................... 8
Contract Owner (You, Your)............ 14
Contract Value........................ 8
Contract Year......................... 8
Death Report Date..................... 17
Funding Option(s)..................... 8
Maturity Date......................... 8
Purchase Payment...................... 8
Written Request....................... 8
</TABLE>
2
<PAGE> 12
FEE TABLE
SEPARATE ACCOUNT SIX
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES:
WITHDRAWAL CHARGE (as a percentage of original purchase payment withdrawn):
<TABLE>
<CAPTION>
LENGTH OF TIME FROM PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 5%
2 4%
3 3%
4 2%
5 1%
6 and thereafter 0%
</TABLE>
During the annuity period, if you have elected the Liquidity Benefit, a
surrender charge of 5% of the amount withdrawn will be assessed. See "Liquidity
Benefit."
ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the Separate Account)
<TABLE>
<CAPTION>
OPTIONAL
STANDARD DEATH BENEFIT
DEATH BENEFIT & CREDIT
<S> <C> <C>
Mortality and Expense Risk Charge.................... .80% 1.25%
Administrative Expense Charge........................ None None
---- -------
Total Separate Account Charges.................... .80% 1.25%
</TABLE>
During the annuity period, if you have elected the Floor Benefit, a charge of up
to 3.80% or 4.25% may apply. See "Floor Benefit Charge."
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option as of
December 31, 1997, unless otherwise noted.)
Each of the American Odyssey Funds is listed twice, once with the optional CHART
asset allocation fee of .80% reflected, and once without the optional asset
allocation fee.
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEE EXPENSES FUNDING
(AFTER EXPENSES 12B-1 (AFTER EXPENSES OPTION
PORTFOLIO NAME ARE REIMBURSED) FEES ARE REIMBURSED) EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
High Yield Bond Trust..................... 0.50% 0% 0.34% 0.84%
Managed Assets Trust...................... 0.50% 0% 0.13% 0.63%
Money Market Portfolio.................... 0.32% 0% 0.08%(1) 0.40%
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund..................... 0.57% 0% 0.08%(2) 0.65%
Emerging Opportunities Fund.......... 0.60% 0% 0.26%(2) 0.86%
Global High-Yield Bond Fund.......... 0.43% 0% 0.25%(3) 0.68%
Intermediate-Term Bond Fund.......... 0.50% 0% 0.13%(2) 0.63%
International Equity Fund............ 0.65% 0% 0.12%(2) 0.77%
Long-Term Bond Fund.................. 0.50% 0% 0.12%(2) 0.62%
AMERICAN ODYSSEY FUNDS, INC.
(Includes CHART Asset Allocation Fee of
0.80%.)
Core Equity Fund..................... 0.57% 0% 0.88%(2) 1.45%
Emerging Opportunities Fund.......... 0.60% 0% 1.06%(2) 1.66%
Global High-Yield Bond Fund.......... 0.43% 0% 1.05%(3) 1.48%
Intermediate-Term Bond Fund.......... 0.50% 0% 0.93%(2) 1.43%
International Equity Fund............ 0.65% 0% 0.92%(2) 1.57%
Long-Term Bond Fund.................. 0.50% 0% 0.92%(2) 1.42%
</TABLE>
3
<PAGE> 13
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEE EXPENSES FUNDING
(AFTER EXPENSES 12B-1 (AFTER EXPENSES OPTION
PORTFOLIO NAME ARE REIMBURSED) FEES ARE REIMBURSED) EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series.......................... 0.75% 0% 0.10%(4) 0.85%
Small Cap Value Series............... 0.75% 0% 0.10%(4) 0.85%
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio....... 0.75% 0% 0.05% 0.80%
Small Cap Portfolio.................. 0.75% 0% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II...... 0.21% .25% 0.09%(5) 0.55%
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth
Fund............................... 1.00% 0% 0.25%(6) 1.25%
OCC ACCUMULATION TRUST
Equity Portfolio..................... 0.80% 0% 0.19%(7) 0.99%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund............................... 0.85% 0% 0.15%(8) 1.00%
Salomon Brothers Variable Investors
Fund............................... 0.70% 0% 0.30%(8) 1.00%
Salomon Brothers Variable Total
Return Fund........................ 0.80% 0% 0.20%(8) 1.00%
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II......... 1.00% 0% 0.20%(9) 1.20%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............ 0.80% 0% 0.02%(10) 0.82%
MFS Total Return Portfolio........... 0.80% 0% 0.06%(10) 0.86%
Putnam Diversified Income
Portfolio.......................... 0.75% 0% 0.13%(10) 0.88%
Smith Barney High Income Portfolio... 0.60% 0% 0.10%(10) 0.70%
Smith Barney International Equity
Portfolio.......................... 0.90% 0% 0.11%(10) 1.01%
Smith Barney Large Capitalization
Growth Portfolio................... 0.75% 0% 0.25%(11) 1.00%
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio.......................... 0.70% 0% 0.25%(13) 0.95%
Disciplined Small Cap Stock
Portfolio.......................... 0.80% 0% 0.20%(12) 1.00%
Equity Income Portfolio.............. 0.75% 0% 0.20%(13) 0.95%
Federated Stock Portfolio............ 0.63% 0% 0.32%(13) 0.95%
Large Cap Portfolio.................. 0.75% 0% 0.20%(13) 0.95%
Lazard International Stock
Portfolio.......................... 0.83% 0% 0.42%(13) 1.25%
MFS Mid Cap Growth Portfolio......... 0.80% 0% 0.20%(12) 1.00%
MFS Research Portfolio............... 0.80% 0% 0.20%(12) 1.00%
Social Awareness Stock Portfolio..... 0.65% 0% 0.33% 0.98%
Strategic Stock Portfolio............ 0.60% 0% 0.30%(12) 0.90%
Travelers Quality Bond Portfolio..... 0.32% 0% 0.43%(13) 0.75%
U.S. Government Securities
Portfolio.......................... 0.32% 0% 0.26% 0.58%
Utilities Portfolio.................. 0.65% 0% 0.41% 1.06%
WARBURG PINCUS TRUST
Emerging Markets Portfolio........... 0.45% 0% 0.95%(14) 1.40%
</TABLE>
NOTES:
The purpose of this Fee Table is to assist Contract Owners in understanding the
various costs and expenses that a Contract Owner will bear, directly or
indirectly. See "Charges and Deductions" in this prospectus for additional
information. Expenses shown do not include premium taxes, which may be
applicable. "Other Expenses" include operating costs of the fund. These expenses
are reflected in each funding option's net asset value and are not deducted from
the account value under the Contract.
4
<PAGE> 14
(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with The Travelers Insurance Company. Travelers
has agreed to reimburse the Fund for the amount by which its aggregate
expenses (including the management fee, but excluding brokerage
commissions, interest charges and taxes) exceeds 0.40%. Without such
arrangement, Total Annual Funding Option Expenses would have been 1.39% for
the MONEY MARKET PORTFOLIO.
(2) These fees reflect an expense reimbursement arrangement with the Funds'
investment adviser. Without reimbursement, and without the CHART Asset
Allocation Fee, Total Annual Funding Option Expenses would have been 0.79%
for the INTERNATIONAL EQUITY FUND and 0.67% for the CORE EQUITY FUND.
Without reimbursement and with the CHART Fee, Total Annual Funding Option
Expenses would have been 1.59% and 1.47%, respectively. The figures After
Expense Reimbursement may be greater than the figures Before Expense
Reimbursement because of repayments by the Fund to the Manager once the
Fund is operating below the expense limitation.
(3) The Management Fees and Other Expenses for the GLOBAL-HIGH YIELD BOND FUND
have been restated to reflect current fees. Prior to May 1, 1998, the
Global High Yield Bond Fund was named the "Short-Term Bond Fund" and had a
substantially different investment objective and investment program.
Information about the Short-Term Bond Fund is unlikely to be helpful to
investors in the Global High-Yield Bond Fund.
(4) The adviser for the DELAWARE REIT SERIES and the DELAWARE SMALL CAP VALUE
SERIES has agreed to voluntarily waive its fee and pay the expenses of the
Series to the extent that the Series' Total Annual Funding Option Expenses,
exclusive of taxes, interest, brokerage commissions and extraordinary
expenses, exceed 0.85% of its average daily net assets through October 31,
1998. Without such waiver, the Small Cap Portfolio's total operating
expenses would have been 0.90% for the fiscal year ended December 31, 1997.
The adviser estimates that, at current asset levels, the Total Annual
Funding Option Expenses for the REIT Portfolio would be 1.05% without the
voluntary fee waiver. This arrangement will be reviewed by the adviser, and
is subject to change at any time.
(5) Other Expenses have been restated to reflect the current expense
reimbursement arrangement whereby the adviser has agreed to reimburse the
Portfolio for the amount by which its expenses exceed 0.30%. Without such
arrangement, other expenses would have been 0.70%.
(6) The Manager has agreed to reduce some or all of its management fees if
necessary to keep total annual operating expenses for the Growth Fund at or
below 1.25% of its average net assets. The Manager may also voluntarily
reduce additional amounts to increase the return to investors. Without such
reduction by the Manager, the Fund's actual Total Annual Funding Option
Expenses would have been 1.97% for the period ended December 31, 1997.
(7) The Fund's manager has agreed to reimburse the Fund the amount by which its
Total Funding Option Expenses (net of any expense offsets) exceeds 1.00% of
its average daily net assets. There were no fees waived or expenses
reimbursed for the fiscal year ended December 31, 1997.
(8) The amounts set forth for Other Expenses are based on estimates for the
current fiscal year and will include fees for shareholder services,
administrative fees, custodial fees, legal and accounting fees, printing
costs and registration fees. These expenses reflect the voluntary agreement
by the Fund's adviser to impose an expense cap for the fiscal year ending
December 31, 1998 on the total operating expenses of each Fund (exclusive
of taxes, interest and extraordinary expenses such as litigation and
indemnification expenses) at the amounts shown in the table through the
reimbursement of expenses. Absent such agreement, the ratio of other
expenses and Total Annual Funding Option Expenses to the average daily net
assets would be 1.91% and 2.61%, respectively, for the INVESTORS FUND;
1.91% and 2.71%, respectively, for the TOTAL RETURN FUND; and 1.91% and
2.76%, respectively, for the CAPITAL FUND.
(9) Other Expenses are estimated for the current fiscal year. Additionally,
these fees reflect a voluntary expense reimbursement arrangement whereby
the Portfolio's adviser has voluntarily agreed to cap the Portfolio's total
operating expenses at 1.20%. Absent the waiver, the Total Annual Funding
Option Expenses would be 2.00%.
(10) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these funds in 1997.
(11) Other Expenses are based on estimates for the current fiscal year ending
October 31, 1998. Additionally, these fees reflect a voluntary expense
limitation of 1.00% of the Portfolio's average net assets.
(12) Other Expenses are based on estimates for the current fiscal year and will
include fees for shareholder services, administrative fees, custodial fees
, legal and accounting fees, printing costs and registration fees.
Additionally, these fees reflect a voluntary expense reimbursement
arrangement by Travelers to reimburse the Portfolios for the amount by
which their aggregate total operating expenses exceed 1.00% for the
DISCIPLINED SMALL CAP STOCK PORTFOLIO, MFS MID CAP GROWTH PORTFOLIO, MFS
RESEARCH PORTFOLIO; and 0.90% for the STRATEGIC STOCK PORTFOLIO. Absent
such agreement, the Total Funding Option Expenses for these Portfolios
would be 1.78%, 1.96%, 1.53% and 1.62%, respectively.
(13) Other Expenses reflect the current expense reimbursement arrangement with
Travelers Insurance Company where Travelers Insurance Company has agreed to
reimburse the Portfolios for the amount by which their aggregate expenses
(including management fees, but excluding brokerage commissions, interest
charges and taxes) exceeds 0.95% (1.25% for the Lazard International Stock
Portfolio and 0.75% for the Quality Bond Portfolio). Without such
arrangements, the Total Funding Option Expenses for the Portfolios would
have been as follows: 1.14% for FEDERATED STOCK PORTFOLIO; 1.90% for EQUITY
INCOME PORTFOLIO; 2.65% for LARGE CAP PORTFOLIO; 1.82% for DISCIPLINED MID
CAP STOCK PORTFOLIO; 1.76% for LAZARD INTERNATIONAL STOCK PORTFOLIO; and
1.13% for QUALITY BOND PORTFOLIO.
(14) The WARBURG PINCUS EMERGING MARKETS PORTFOLIO'S investment advisor and
co-administrator have agreed to limit the Portfolio's Total Funding Option
Expenses to 1.40% through December 31, 1998. Absent this waiver of fees,
the Portfolio's Management Fees, Other Expenses and Total Funding Option
Expenses would equal 1.25%, 0.71% and 1.96%, respectively. The Portfolio's
other expenses are based on annualized estimates of expenses for the fiscal
year ending December 31, 1998, net of any fee waivers or expense
reimbursements.
5
<PAGE> 15
EXAMPLE*
Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust............. (a) $67 $ 82 $ 99 $194 $17 $52 $ 89 $194
(b) 71 95 122 242 21 65 112 242
Managed Assets Trust.............. (a) 65 75 88 171 15 45 78 171
(b) 69 89 112 220 19 59 102 220
Money Market Portfolio............ (a) 62 68 76 145 12 38 66 145
(b) 67 82 100 195 17 52 90 195
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund.............. (a) 65 76 89 174 15 46 79 174
(b) 69 90 113 222 19 60 103 222
Emerging Opportunities Fund... (a) 67 82 100 197 17 52 90 197
(b) 71 96 123 244 21 66 113 244
Global High-Yield Bond Fund... (a) 65 77 91 177 15 47 81 177
(b) 70 91 114 225 20 61 104 225
Intermediate-Term Bond Fund... (a) 65 75 88 171 15 45 78 171
(b) 69 89 112 220 19 59 102 220
International Equity Fund..... (a) 66 80 96 187 16 50 86 187
(b) 71 93 119 235 21 63 109 235
Long-Term Bond Fund........... (a) 64 75 88 170 14 45 78 170
(b) 69 89 111 219 19 59 101 219
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund.............. (a) 73 100 130 258 23 70 120 258
(b) 77 114 153 303 27 84 143 303
Emerging Opportunities Fund... (a) 75 107 141 280 25 77 131 280
(b) 79 120 163 323 29 90 153 323
Global High-Yield Bond Fund... (a) 73 101 132 262 23 71 122 262
(b) 78 115 154 306 28 85 144 306
Intermediate-Term Bond Fund... (a) 73 100 129 256 23 70 119 256
(b) 77 113 152 301 27 83 142 301
International Equity Fund..... (a) 74 104 137 271 24 74 127 271
(b) 79 117 159 315 29 87 149 315
Long-Term Bond Fund........... (a) 73 99 129 255 23 69 119 255
(b) 77 113 151 300 27 83 141 300
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series................... (a) 67 82 100 195 17 52 90 195
(b) 71 96 123 243 21 66 113 243
Small Cap Value Series........ (a) 67 82 100 195 17 52 90 195
(b) 71 96 123 243 21 66 113 243
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation
Portfolio................... (a) 66 80 97 190 16 50 87 190
(b) 71 94 120 238 21 64 110 238
Small Cap Portfolio........... (a) 66 80 96 188 16 50 86 188
(b) 71 94 119 236 21 64 109 236
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class
II.......................... (a) 64 73 84 162 14 43 74 162
(b) 68 87 107 212 18 57 97 212
MONTGOMERY FUNDS III
Montgomery Variable Series:
Growth Fund................. (a) 71 94 120 238 21 64 110 238
(b) 75 108 143 284 25 78 133 284
OCC ACCUMULATION TRUST
Equity Portfolio.............. (a) 68 86 107 211 18 56 97 211
(b) 73 100 130 257 23 70 120 257
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Capital Fund................ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Salomon Brothers Variable
Investors Fund.............. (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Salomon Brothers Variable
Total Return Fund........... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
</TABLE>
6
<PAGE> 16
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STRONG VARIABLE INSURANCE FUNDS,
INC.
Strong Schafer Value Fund
II.......................... (a) $70 $ 93 $118 $233 $20 $63 $108 $233
(b) 75 106 141 279 25 76 131 279
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio..... (a) 66 81 98 192 16 51 88 192
(b) 71 95 121 240 21 65 111 240
MFS Total Return Portfolio.... (a) 67 82 100 197 17 52 90 197
(b) 71 96 123 244 21 66 113 244
Putnam Diversified Income
Portfolio................... (a) 67 83 101 199 17 53 91 199
(b) 72 97 124 246 22 67 114 246
Smith Barney High Income
Portfolio................... (a) 65 77 92 179 15 47 82 179
(b) 70 91 115 227 20 61 105 227
Smith Barney International
Equity Portfolio............ (a) 68 87 108 213 18 57 98 213
(b) 73 101 131 260 23 71 121 260
Smith Barney Large
Capitalization Growth
Portfolio................... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio................... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Disciplined Small Cap Stock
Portfolio................... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Equity Income Portfolio....... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Federated Stock Portfolio..... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Large Cap Portfolio........... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Lazard International Stock
Portfolio................... (a) 71 94 120 238 21 64 110 238
(b) 75 108 143 284 25 78 133 284
MFS Mid Cap Growth Portfolio.. (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
MFS Research Portfolio........ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Social Awareness Stock
Portfolio................... (a) 68 86 106 209 18 56 96 209
(b) 73 100 129 256 23 70 119 256
Strategic Stock Portfolio..... (a) 67 84 102 201 17 54 92 201
(b) 72 97 125 248 22 67 115 248
Travelers Quality Bond
Portfolio................... (a) 66 79 94 185 16 49 84 185
(b) 70 93 118 233 20 63 108 233
U.S. Government Securities
Portfolio................... (a) 64 74 86 166 14 44 76 166
(b) 69 88 109 215 19 58 99 215
Utilities Portfolio........... (a) 69 88 111 218 19 58 101 218
(b) 73 102 134 265 23 72 124 265
WARBURG PINCUS TRUST
Emerging Markets Portfolio.... (a) 72 99 128 253 22 69 118 253
(b) 77 112 151 298 27 82 141 298
</TABLE>
<TABLE>
<S> <C>
* The Example should not be considered a representation of
past or future expenses. Actual expenses may be greater or
less than those shown.
(1) Reflects expenses that would be incurred for those Contract
Owners who DO NOT participate in the CHART Asset Allocation
program.
(2) Reflects expenses that would be incurred for those Contract
Owners who DO participate in the CHART Asset Allocation
program.
</TABLE>
7
<PAGE> 17
THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
The Traveling Retirement Variable Annuity is a contract between you, the
contract owner, and Travelers Life and Annuity Company (called "Us" or the
"Company"). Under this Contract, you make purchase payments to us and we credit
them to your Contract. The Company promises to pay you an income, in the form of
annuity payments, beginning on a future date that you choose, the maturity date.
The purchase payments and any applicable credits accumulate tax deferred in the
funding option(s) of your choice. The contract owner assumes the risk of gain or
loss according to the performance of the funding options. The contract value is
the amount of purchase payments, plus any applicable credits, plus or minus any
investment experience or interest. The contract value also reflects all prior
surrenders made and charges deducted. There is generally no guarantee that at
the maturity date the contract value will equal or exceed the total purchase
payments made under the Contract, except as noted under the Death Benefit
provisions described in this prospectus. The date the contract and its benefits
became effective is referred to as the contract date. Each 12 month period
following this contract date is called a contract year.
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 Us.
CONTRACT OWNER INQUIRIES
Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-842-9406.
PURCHASE PAYMENTS
The initial purchase payment must be at least $20,000. Additional payments of at
least $5,000 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
payments over $1,000,000 may be made with our prior consent.
We will apply the initial purchase payment within two business days after we
receive it at our Home Office in good order. Subsequent purchase payments
received in good order will be credited to a Contract within one business day.
Our business day ends when the New York Stock Exchange closes, usually 4:00 p.m.
Eastern time.
If the Optional Death Benefit is selected, we will add a credit to your Contract
with each purchase payment. Each credit is added to the contract value when the
applicable purchase payment is applied, and will equal 2% of each purchase
payment. These credits are applied pro rata to the same funding options to which
your purchase payment was applied.
CONSERVATION CREDIT
If you are purchasing this Contract with funds which originate from another
contract issued by Us or Our affiliate, you may receive a conservation credit to
your purchase payments. If applied, the amount of such credit will be determined
by Us.
ACCUMULATION UNITS
An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and may increase or decrease from day to day. The number of
accumulation units we will credit to your Contract once we receive a purchase
payment is determined by dividing the amount directed to each funding option by
the value of the accumulation unit. We calculate the value of an accumulation
unit for each funding option each day after the New York Stock Exchange closes.
After the value is calculated, your Contract is credited. During the annuity
period (i.e., after the maturity date), you are credited with annuity units.
8
<PAGE> 18
THE FUNDING OPTIONS
You choose which of the following funding options, to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account which invest in the underlying mutual funds which support the funding
options. You will find detailed information about the options and their inherent
risks in the current prospectuses for the funding options which must accompany
this prospectus. You are not investing directly in the underlying mutual funds,
but only through the Separate Account. Since each option has varying degrees of
risk, please read the prospectuses carefully before investing. Additional copies
of the prospectuses may be obtained by contacting your registered representative
or by calling 1-800-842-9406.
The current funding options are listed below, along with their investment
advisers and any subadviser:
<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
High Yield Bond Trust Seeks generous income. The assets of the High TAMIC
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 Seeks high total investment return through a TAMIC
fully managed investment policy in a Subadviser: Travelers
portfolio of equity, debt and convertible Investment Management Company
securities. ("TIMCO")
Money Market Portfolio Seeks high current income from short-term TAMIC
(formerly "Cash Income Trust") money market instruments while preserving
capital and maintaining a high degree of
liquidity.
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of well- Management, Inc.
established companies. Subadviser: Equinox Capital
Management, Inc.
Emerging Opportunities Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
small, rapidly growing companies. Subadviser: Cowen Asset
Management and Chartwell
Investment Partners
Global High-Yield Bond Fund Seeks maximum long-term total return (capital American Odyssey Funds
appreciation and income) by investing Management, Inc.
primarily in high-yield debt securities from Subadviser: BEA Associates
the United States and abroad.
Intermediate-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in intermediate-term Management, Inc.
corporate debt securities, U.S. government Subadviser: TAMIC
securities, mortgage-related securities and
asset-backed securities, as well as money
market instruments.
International Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
established non-U.S. companies. Subadviser: Bank of Ireland
Asset Management (U.S.) Limited
Long-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in long-term corporate Management, Inc.
debt securities, U.S. government securities, Subadviser: Western Asset
mortgage-related securities, and asset-backed Management Company
securities, as well as money market
instruments.
</TABLE>
9
<PAGE> 19
<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DELAWARE GROUP PREMIUM
FUND, INC.
REIT Series Seeks maximum long-term total return by Delaware Management Company,
investing in securities of companies Inc.
primarily engaged in the real estate Subadviser: Lincoln Investment
industry. Management, Inc.
DELAWARE GROUP PREMIUM
FUND, INC., (CONT.)
Small Cap Value Series Seeks capital appreciation by investing Delaware Management Company,
primarily in common stocks whose market Inc.
values appear low relative to their
underlying value or future potential.
DREYFUS VARIABLE
INVESTMENT FUND
Capital Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary ("Sarofim")
investment objective. The portfolio invests
primarily in the common stocks of domestic
and foreign issuers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction of TIMCO
Class II(1) expenses, the total return performance of the
S&P 500 Index.
MONTGOMERY FUNDS III
Montgomery Variable Series: Seeks capital appreciation. Under normal Montgomery Asset Management
Growth Fund conditions, it invests at least 65% of its
assets in equity securities.
OCC ACCUMULATION TRUST Seeks long-term capital appreciation through Op Cap Advisors
Equity Portfolio investment in a diversified portfolio of
equity securities selected on the basis of a
value oriented approach to investing.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks above-average income (compared to a Salomon Brothers Asset
Total Return Fund portfolio invested entirely in equity Management ("SBAM")
securities). Secondarily, seeks opportunities
for growth of capital and income.
Salomon Brothers Variable Seeks long-term growth of capital. Current SBAM
Investors Fund income is a secondary objective.
Salomon Brothers Variable Seeks capital appreciation through SBAM
Capital Fund investments primarily in common stock, or
securities convertible to common stocks,
which are believed to have above-average
price appreciation potential and which may
also involve above-average risk.
STRONG VARIABLE INSURANCE
FUNDS, INC.
Strong Shafer Value Seeks primarily long-term capital Strong Capital Management, Inc.
Fund II appreciation. Current income is a secondary Subadviser: Shafer Capital
objective when selecting investments. Management, Inc.
</TABLE>
10
<PAGE> 20
<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by Travelers Investment Adviser
investing predominantly in equity securities ("TIA")
of companies with a favorable outlook for Subadviser: Alliance Capital
earnings and whose rate of growth is expected Management L.P.
to exceed that of the U.S. economy over time.
Current income is only an incidental
consideration.
MFS Total Return Portfolio Seeks to obtain above-average income TIA
(compared to a portfolio entirely invested in Subadviser: Massachusetts
equity securities) consistent with the Financial Services Company
prudent employment of capital. Generally, at ("MFS")
least 40% of the Portfolio's assets will be
invested in equity securities.
TRAVELERS SERIES FUND, INC.,
(CONT.)
Putman Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Management, Inc.
Government Sector, the High Yield Sector, and
the International Sector of the fixed income
securities markets.
Smith Barney High Income Seeks high current income. Capital Mutual Management
Portfolio appreciation is a secondary objective. The Corporation ("MMC") (formerly
Portfolio will invest at least 65% of its Smith Barney Mutual Fund
assets in high-yielding corporate debt Management, Inc.)
obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of MMC
Equity Portfolio capital and income by investing at least 65%
of its assets in a diversified portfolio of
equity securities of established non-U.S.
issuers.
Smith Barney Large Seeks long-term growth of capital by MMC
Capitalization Growth Portfolio investing in equity securities of companies
with large market capitalizations.
TRAVELERS SERIES TRUST
Disciplined Mid Cap Seeks growth of capital by investing TAMIC
Stock Fund primarily in a broadly diversified portfolio Subadviser: TIMCO
of common stocks.
Disciplined Small Cap Fund Seeks long term capital appreciation by TAMIC
investing primarily (at least 65% of its Subadviser: TIMCO
total assets) in the common stocks of U.S.
Companies with relatively small market
capitalizations at the time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least TAMIC
65% in income-producing equity securities. Subadviser: Fidelity Management
The balance may be invested in all types of & Research Company
domestic and foreign securities, including
bonds. The Portfolio seeks to achieve a yield
that exceeds that of the securities
comprising the S&P 500. The Subadviser also
considers the potential for capital
appreciation.
Federated Stock Portfolio Seeks growth of income and capital by TAMIC
investing principally in a professionally Subadviser: Federated
managed and diversified portfolio of common Investment Counseling, Inc.
stock of high-quality companies (i.e.,
leaders in their industries and characterized
by sound management and the ability to
finance expected growth).
</TABLE>
11
<PAGE> 21
<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Large Cap Portfolio Seeks long-term growth of capital by TAMIC
investing primarily in equity securities of Subadviser: Fidelity Management
companies with large market capitalizations. & Research Company
Lazard International Stock Seeks capital appreciation by investing TAMIC
Portfolio primarily in the equity securities of Subadviser: Lazard Asset
non-United States companies (i.e., Management
incorporated or organized outside the United
States).
MFS Mid Cap Growth Seeks to obtain long term growth of capital TAMIC
Portfolio by investing, under normal market conditions, Subadviser: MFS
at least 65% of its total assets in equity
securities of companies with medium market
capitalization which the investment adviser
believes have above-average growth potential.
TRAVELERS SERIES TRUST,
(CONT.)
MFS Research Portfolio Seeks to provide long-term growth of capital TAMIC
and future income. Subadviser: MFS
Social Awareness Stock Seeks long-term capital appreciation and MMC
Portfolio retention of net investment income 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.
Strategic Stock Portfolio Seeks to provide an above-average total TAMIC
return through a combination of potential Subadviser: TIMCO
capital appreciation and dividend income by
investing primarily in high dividend yield
stocks periodically selected from the
companies included in (i) the Dow Jones
Industrial Average and (ii) the Standard &
Poor's 100 Stock Index.
Travelers Quality Bond Seeks current income, moderate capital TAMIC
Portfolio(1) volatility and total return.
U.S. Government Seeks to select investments from the point of TAMIC
Securities Portfolio(1) view of an investor concerned primarily with
highest credit quality, current income and
total return. The assets of the U.S.
Government Securities Portfolio will be
invested in direct obligations of the United
States, its agencies and instrumentalities.
Utilities Portfolio Seeks to provide current income by investing MMC
in equity and debt securities of companies in
the utility industries.
WARBURG PINCUS TRUST
Emerging Markets Portfolio Seeks long-term growth of capital by Warburg Pincus Asset
investing primarily in equity securities of Management, Inc.
non-U.S. issuers consisting of companies in
emerging market securities.
</TABLE>
(1) Currently available under Variable Annuitization Floor Benefit.
An asset allocation program is available for certain funding options under the
Contract. See "Asset Allocation Advice."
SUBSTITUTIONS AND ADDITIONS
If any of the funding options become unavailable for allocating purchase
payments or if we believe that further investment in a funding option is
inappropriate for the purposes of the Contract, we
12
<PAGE> 22
may substitute another funding option. However, we will not make any
substitutions without notifying you and obtaining any applicable state and SEC
approval. From time to time we may make new funding options available.
CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL
We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. Services and benefits we provide include: the ability for you to make
withdrawals and surrenders under the Contracts; the death benefit paid on the
death of the annuitant, the available funding options and related programs,
including dollar-cost averaging, portfolio rebalancing, and managed distribution
program; administration of the annuity options available under the Contracts;
and the distribution of various reports to contract owners. Costs and expenses
we incur include those associated with various overhead and other expenses
associated with providing the services and benefits provided by the Contracts,
sales and marketing expenses, and other costs of doing business. Risks we assume
include the risks that annuitants may live longer than estimated when the
annuity factors under the Contracts were established, and that the amount of the
death benefit will be greater than the contract value. We may also deduct a
charge for taxes.
Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.
WITHDRAWAL CHARGE
No sales charges are deducted from purchase payments when they are applied under
the Contract. However, a withdrawal charge will be deducted if any or all of the
contract value is withdrawn during the first five years following a purchase
payment. The length of time from when we receive the purchase payment to the
time of withdrawal determines the amount of the charge.
The withdrawal charge is equal to a percentage of the amount of purchase
payments, plus any credits applied, which are withdrawn from the Contract and is
calculated as follows:
<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 5%
2 4%
3 3%
4 2%
5 1%
6 and thereafter 0%
</TABLE>
For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken first from (a) any purchase payments and associated credits to which no
withdrawal charge applies; (b) next from any remaining free withdrawal amount
(as described below) after the reduction by the amount of (a); (c) next from
remaining purchase payments and associated credits (on a first-in, first-out
basis); and then (d) from contract earnings (in excess of any free withdrawal
amount). Unless you instruct us otherwise, we will deduct the withdrawal charge
from the amount requested.
Where permitted by state law, we will not deduct a withdrawal charge (1) from
payments we make due to the death of the annuitant; (2) if an annuity payout,
other than under the Liquidity Benefit Option, (see "Liquidity Benefit") has
begun; (3) if an income option of at least ten years' duration is elected; (4)
from amounts withdrawn which are deposited to other contracts issued by Us or
our affiliate (subject to Our approval); (5) if withdrawals are taken under our
Managed
13
<PAGE> 23
Distribution Program, if elected by you (see "Access to Your Money"); or (6) if
you are confined to an Eligible Nursing Home, as described in Appendix B.
FREE WITHDRAWAL ALLOWANCE
There is a 20% free withdrawal allowance available each year. During the first
contract year, the available withdrawal amount will be 20% of the initial
purchase payment. After the first contract year, the available withdrawal amount
will be calculated as of the end of the previous contract year. The free
withdrawal allowance applies to partial withdrawals and to full withdrawals,
except those transferred directly to annuity contracts issued by other financial
institutions. In Washington state, the free withdrawal provision applies to all
withdrawals.
MORTALITY AND EXPENSE RISK CHARGE
Each business day, the Company deducts a mortality and expense risk charge. The
deduction is reflected in our calculation of accumulation and annuity unit
values. For the Standard Death Benefit, this charge equals, on an annual basis,
.80% of the amounts held in each funding option. For the Optional Death Benefit
and Credit, the charge equals on an annual basis, 1.25%. We reserve the right to
lower the charge at any time.
FLOOR BENEFIT/LIQUIDITY BENEFIT CHARGES
If the Variable Annuitization Floor Benefit is selected, a charge is deducted
upon election of this benefit. This charge compensates us for guaranteeing a
minimum variable annuity payment regardless of the performance of the funding
options selected by you. This charge will vary based upon market conditions, but
will never increase your annual separate account charge by more than 3%. The
charge will be set at the time of election, and will remain level throughout the
term of annuitization. If the Liquidity Benefit is selected, there is a
surrender charge of 5% of the amount withdrawn. Please refer to "The Annuity
Period" for a description of these benefits.
CHART ASSET ALLOCATION PROGRAM CHARGES
Under the CHART Program, purchase payments and cash values are allocated among
the specified asset allocation funds. The charge for this advisory service is
equal to a maximum of .80% of the assets subject to the CHART Program. The CHART
Program fee will be paid by quarterly withdrawals from the cash values allocated
to the asset allocation funds. The Company will not treat these withdrawals as
taxable distributions. Please refer to "Miscellaneous Contract Provisions" for
further information.
FUNDING OPTION EXPENSES
The deductions from and expenses paid out of the assets of the various funding
options are summarized in the fee table and are described in the accompanying
prospectuses.
PREMIUM TAX
Certain state and local governments charge premium taxes ranging from 0% to 5%,
depending upon jurisdiction. The Company is responsible for paying these taxes
and 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
premiums, contract gains or value of the contract, we reserve the right to
charge you proportionately for this tax.
14
<PAGE> 24
OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------
TYPES OF OWNERSHIP
Contract owner (you). The Contract belongs to the contract owner named in the
Contract (on the Specifications page). The annuitant is the individual upon
whose life the maturity date and the amount of monthly annuity payments depend.
Because this is a qualified contract, the contract owner and the annuitant must
always be the same person. You have sole power to exercise any rights and to
receive all benefits given in the contract provided you have not named an
irrevocable beneficiary.
Beneficiary. The beneficiary is named by you in a written request. The
beneficiary has the right to receive any remaining contractual benefits upon
your death. If more than one beneficiary survives the annuitant, they will share
equally in benefits unless different shares are recorded with the Company by
written request before your death.
Unless an irrevocable beneficiary has been named, you have the right to change
any beneficiary by written request and while the Contract continues.
TRANSFERS
- --------------------------------------------------------------------------------
Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. Transfers are made at the value(s) next
determined after we receive your request at the Home Office. There are no
charges or restrictions on the amount or frequency of transfers currently;
however, we reserve the right to charge a per-transfer fee on transfers
exceeding 12 per year, and, to limit the number of transfers. We will always
allow at least one transfer in any six-month period. Since different funding
options have different expenses, a transfer of contract values from one funding
option to another could result in your investment becoming subject to higher or
lower expenses. After the maturity date, you may also make transfers between
funding options.
DOLLAR COST AVERAGING
Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the cost per unit
is low and less accumulation units are purchased if the cost per unit is high.
Therefore, a lower-than-average cost 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 $100.
You may start or stop participation in the Dollar Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. All provisions and
terms of the Contract apply to automated transfers, including provisions
relating to the transfer of money between funding options. We reserve the right
to suspend or modify transfer privileges at any time and to assess a processing
fee for this service.
ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------
Any time before the maturity date, you may redeem all or any portion of the
contract value, less any premium tax not previously deducted. You must submit a
written request specifying the funding option(s) from which amounts are to be
withdrawn. If no funding options are specified, the withdrawal will be made on a
pro rata basis. The contract value will be determined as of the close of
business after we receive your surrender request at the Home Office. The value
may be more or less than the purchase payments made depending on the contract
value at the time of surrender.
15
<PAGE> 25
We may defer payment of any cash surrender value (that is, contract value, less
charges for surrender and any premium taxes due) for a period of up to seven
days after the written request is received, but it is our intent to pay as soon
as possible. We cannot process requests for withdrawal that are not in good
order. We will contact you if there is a deficiency causing a delay and will
advise what is needed to act upon the withdrawal request.
We also provide access to your money during the annuitization period, which is
discussed in detail in the "Annuity Period" section of this prospectus.
SYSTEMATIC WITHDRAWALS
Before the maturity date, you may choose to withdraw a specified dollar amount
(at least $100) on a monthly, quarterly, semiannual or annual basis. Any
applicable withdrawal charges (in excess of the free withdrawal allowance) and
any applicable premium taxes will be deducted. To elect systematic withdrawals,
you must have a contract value of at least $15,000. We will surrender
accumulation units from all funding options in which you have an interest,
unless you instruct us otherwise. You may begin or discontinue systematic
withdrawals at any time by notifying us in writing, but at least 30 days' notice
must be given to change any systematic withdrawal instructions that are
currently in place.
We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to contract
owners (where allowed by state law).
Each systematic withdrawal is subject to federal income taxes on the taxable
portion. In addition, a 10% federal penalty tax may be imposed on systematic
withdrawals if the contract owner is under age 59 1/2. You should consult with
your tax adviser regarding the tax consequences of systematic withdrawals.
MANAGED DISTRIBUTION PROGRAM. Under the Systematic Withdrawal option, you may
choose to participate in the Managed Distribution Program. At no cost to you,
you may instruct the Company to calculate and make minimum distributions that
may be required by the IRS upon reaching age 70 1/2. (See "Federal Tax
Considerations".) These payments will not be subject to the withdrawal charge
and will be in lieu of the 20% free withdrawal allowance. No Dollar Cost
Averaging will be permitted if you are participating in the Managed Distribution
Program.
DEATH BENEFIT
- --------------------------------------------------------------------------------
DEATH PROCEEDS BEFORE THE MATURITY DATE
The person chosen as the beneficiary will receive a death benefit upon the first
death of any owner or the annuitant before the maturity date. You may select
either the Standard Death Benefit or the Optional Death Benefit and Credit at
the time of purchase:
STANDARD DEATH BENEFIT:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- ------------------------------------------------------------------------------------------
<S> <C>
Before age 80 Greater of:
(1) contract value, or
(2) total purchase payments less any withdrawals (and
related charges).
- ------------------------------------------------------------------------------------------
On or after age 80 Contract value.
- ------------------------------------------------------------------------------------------
</TABLE>
OPTIONAL DEATH BENEFIT AND CREDIT
The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date.
16
<PAGE> 26
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- ------------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value;
(2)
total purchase payments, less any withdrawals (and related charges), or
(3) maximum Step Up death benefit value (described below)
associated with contract date anniversaries beginning with
the 5th, and ending with the last before the annuitant's
76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 70-75 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above,
(2) above, or
(3) the Step Up death benefit value (described below)
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- ------------------------------------------------------------------------------------------
Age over 80 The contract value.
- ------------------------------------------------------------------------------------------
</TABLE>
All death benefit values described above are calculated at the close of business
on the date the Company received due proof of death and written distribution
instructions (the death report date). The amounts will be reduced by any
applicable premium taxes due and any outstanding loans.
STEP-UP DEATH BENEFIT VALUE
A separate Step-Up death benefit value will be established on the fifth contract
date anniversary, and on each subsequent contract date anniversary on or before
the death report date and will initially equal the contract value on that
anniversary. After a Step-Up death benefit value has been established, it will
be recalculated each time a purchase payment is made or a partial surrender is
taken until the death report date. Step-Up death benefit values will be
recalculated by increasing them by the amount of each applicable purchase
payment and by reducing them by a Partial Surrender Reduction (as described
below) for each applicable partial surrender. Recalculations of Step-Up death
benefit values related to any purchase payments or any partial surrenders will
be made in the order that such purchase payments or partial surrenders occur.
The Partial Surrender Reduction referenced above is equal to:
(1) the amount of a Step-Up death benefit value immediately prior to the
reduction for the partial surrender, multiplied by
(2) the amount of the partial surrender divided by the contract value
immediately prior to the partial surrender.
DEATH PROCEEDS AFTER THE MATURITY DATE
If the death of the annuitant occurs on or after the maturity date, the Company
will pay the beneficiary a death benefit consisting of any benefit remaining
under the annuity option then in effect.
PAYMENT OF PROCEEDS
The process of paying death benefit proceeds is described below. Generally, the
person(s) receiving the benefit may request that the proceeds be paid in a lump
sum, or be applied to one of the settlement options available under the
Contract.
The Company will pay the proceeds to the beneficiary(ies), or if none, to the
contract owner's estate.
17
<PAGE> 27
THE ANNUITY PERIOD
- --------------------------------------------------------------------------------
MATURITY DATE
Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). While the annuitant is alive, you can change your selection any time up
to 30 days prior the maturity date. Annuity payments will begin on the maturity
date requested by you unless the Contract has been fully surrendered or the
proceeds have been paid to the beneficiary before that date. Annuity payments
are a series of periodic payments (a) for life; (b) for life with either a
minimum number of payments or a specific amount assured; or (c) for the joint
lifetime of the annuitant and another person, and thereafter during the lifetime
of the survivor or (d) for a number of payments assured. We may require proof
that the annuitant is alive before annuity payments are made.
You may annuitize your contract immediately after purchase, or select a later
maturity date. Unless you elect otherwise, the maturity date will be the later
of the annuitant's 90th birthday, or ten years after the effective date of the
Contract. In certain states, the maturity date elected may not be later than the
annuitant's 90th birthday.
Certain annuity options taken at the maturity date may be used to meet the
minimum required distribution requirements of federal tax law, or a program of
partial surrenders may be used instead. Depending on your plan, these mandatory
distribution requirements take effect generally upon either the later of the
contract owner's attainment of age 70 1/2 or year of retirement; or the death of
the contract owner. Please refer to the optional, no-cost Managed Distribution
Program described in the "Access to Your Money" section of this prospectus.
Independent tax advice should be sought regarding the election of minimum
required distributions.
LIQUIDITY BENEFIT
Additionally, if you have selected any period certain option, you may elect to
surrender a payment equal to a portion or all of the present value of the
remaining period certain payments any time after the first contract year. There
is a surrender charge of 5% of the amount withdrawn under this option.
For variable annuity payments, the interest rate used to calculate the present
value is the Assumed Net Investment Factor, as shown in your Contract. If you
request a portion of the total amount available, your remaining payments for the
period certain will be reduced by that percentage. After the period certain
expires, your payments will increase to the level they would have been had no
liquidation taken place.
For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. This interest rate is the
current rate of return offered by Us on new annuitizations for the amount of
time remaining in the certain period annuity option. If you request a percentage
of the total amount available, your remaining payments for the period chosen
will be reduced by that percentage. After the certain period expires, your
remaining payments will increase back to the level they would have been as if no
certain liquidation had taken place.
The market value adjustment formula for calculating the present value described
above for fixed annuity payments is as follows:
Present Value =LOGO[Payment(s) X (1/1 + iC)(t/365)]
Where
<TABLE>
<S> <C> <C>
iC = the interest rate described above
n = the number of payments remaining in the contract owner's
certain period at the time of request for this benefit
t = number of days remaining until that payment is made,
adjusting for leap years.
</TABLE>
See Appendix C for examples of this market value adjustment.
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<PAGE> 28
ALLOCATION OF ANNUITY
If, at the time annuity payments begin, no election has been made to the
contrary, the cash surrender value will be applied to provide an annuity funded
by the same investment options selected during the accumulation period. At least
30 days before the maturity date, you may transfer the contract value among the
funding options in order to change the basis on which annuity payments will be
determined. (See "Transfers.")
ANNUITIZATION CREDIT. This credit is applied to the contract value used to
purchase one of the Annuity Options described below. The credit equals 0.5% of
your contract value if you annuitize during contract years 2-5, 1% during
contract years 6-10, and 2% after contract year 10. There is no credit applied
to contracts held less than 1 year.
VARIABLE ANNUITY
You may choose an annuity payout that fluctuates depending on the investment
experience of the variable funding options. The number of annuity units credited
to the Contract is determined by dividing the first monthly annuity payment
attributable to each funding option by the corresponding unit value as of 14
days before the date annuity payments begin. An annuity unit is used to measure
the dollar value of an annuity payment. The number of annuity units (but not
their value) 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 funding options as of 14 days before
the date annuity payments begin less any applicable premium taxes not previously
deducted.
The amount of the first monthly payment depends on the annuity option and
assumed net investment factor elected. At the time of annuitization, you may
choose between an Assumed Net Investment Factor ("ANIF") of 3% or 5%. An ANIF of
5% will result in higher initial payments, while the 3% ANIF provides payments
which increase more quickly. 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 applicable 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. If it would
produce a larger payment, the first variable annuity payment will be determined
using the Variable Life Annuity Tables in effect on the maturity date.
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 before the
date the payment is due.
FIXED ANNUITY
You may choose a fixed annuity that provides payments which do not vary during
the annuity period. We will calculate the dollar amount of the first fixed
annuity payment as described under "Variable Annuity," except that the amount
applied to effect the annuity will be determined as of the date annuity payments
begin. If it would produce a larger payment, the first fixed annuity payment
will be determined using the Fixed Life Annuity Tables in effect on the maturity
date.
If you have elected the Increasing Benefit Option, the payments will be
calculated as above, however, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage you elected.
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PAYMENT OPTIONS
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ELECTION OF OPTIONS
While the annuitant is alive, you can change your annuity option selection any
time up to the maturity date. Once annuity payments have begun, no further
elections are allowed.
During the annuitant's lifetime, if you do not elect otherwise before the
maturity date, we will pay you (or another designated payee) the first of a
series of fixed 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 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 option will be $2,000
unless we agree to a lesser amount. If any monthly periodic payment due is less
than $100, the Company reserves the right to make payments at less frequent
intervals, or to pay the contract value in a lump-sum.
On the maturity date, we will pay the amount due under the Contract as described
above. You must elect an option 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.
VARIABLE ANNUITIZATION FLOOR BENEFIT. This benefit may not be available, or may
only be available under certain annuity options, if we determine the market
conditions so dictate. If available, the Company will guarantee that, regardless
of the performance of the funding options selected by you, your annuity payments
will never be less than a certain percentage of your first annuity payment. This
percentage will vary depending on market conditions, but will never be less than
50%. You may not elect this benefit if you are over age 80. Additionally, you
must select from certain funds available under this guarantee. Currently, these
funds are the Equity Index Portfolio Class II, the Travelers Quality Bond
Portfolio, and the U.S. Government Securities Portfolio. We may, at our
discretion increase or decrease the number of funds available under this
benefit. This benefit is not currently available under Option 5. The benefit is
not available with the 5% assumed net investment factor under any option. If you
select this benefit, you may not elect to liquidate any portion of your
contract.
There is a charge for this guarantee, which will begin upon election of this
benefit. This charge will vary based upon market conditions, and will be
established at the time the benefit is elected. Once established, the charge
will remain level throughout the remainder of the annuitization, and will never
increase your annual separate account charge by more than 3% per year.
We reserve the right to restrict the amount of contract value to be annuitized
under this benefit.
ANNUITY OPTIONS
Subject to the conditions described in "Election of Options" above, all or any
part of the contract value may be paid under one or more of the following
annuity options. We may offer additional options. Options 1-5 below may be
applied to either a Fixed or Variable Annuity.
INCREASING BENEFIT OPTION. For Fixed Annuities, the annuity payment you receive
may be either level (except after death of Primary Payee in Option 4) or
increasing. If increasing payments are elected, the initial payment will be less
than the corresponding level payment for the same annuity option, but your
payments will increase on each contract date anniversary by a percentage chosen
by you. You may choose a whole number from 1 to 4%.
Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during the lifetime of the annuitant ending with the last payment before 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.
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<PAGE> 30
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, we will continue making
payments to the beneficiary during the remainder of the period.
Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make regular annuity payments during the lifetime of the annuitant and a second
person. When either person dies, we will continue making payments to 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 annuitant and a second person. One will be designated the primary payee, the
other will be designated the secondary payee. On the death of the secondary
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, 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 once both payees have died.
Option 5 -- Payment for a Fixed Period. The Company will make monthly payments
for the period selected.
MISCELLANEOUS CONTRACT PROVISIONS
- --------------------------------------------------------------------------------
RIGHT TO RETURN
You may return the Contract within ten days after you receive it for a full
refund of the purchase payment less any applicable credits applied. Where state
law requires a longer period or other variations of this provision, the Company
will comply. Refer to your Contract for any state-specific information.
TERMINATION
You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $2,000 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's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value, less any applicable contract or premium tax charges.
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, we 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 or
determination of values on any business day (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 the sale of securities
held in the Separate Account may not reasonably occur or so that the Company may
not reasonably determine the value the Separate
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<PAGE> 31
Account's net assets; or (4) during any other period when the SEC, by order, so
permits for the protection of security holders.
ASSET ALLOCATION ADVICE
Owners may elect to enter into a separate advisory agreement with Copeland
Financial Services, Inc. ("Copeland"), an affiliate of the Company, if the
program is available. For a fee, Copeland provides asset allocation advice under
its CHART program, which is fully described in a separate disclosure statement.
The CHART Program may not be available in all marketing programs through which
this Contract is sold.
THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------
The Travelers Separate Account Six For Variable Annuities ("Separate Account
Six") was established on June 8, 1998 and is registered with the SEC as a unit
investment trust (separate account) under the Investment Company Act of 1940, as
amended (the "1940 Act"). The assets of Separate Account Six will be invested
exclusively in the shares of the variable funding options.
The assets of Separate Account Six are held for the exclusive benefit of the
owners of this separate account, according to the laws of Connecticut. The
assets held by Separate Account Six 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 Separate Account Six. All such income and/or distributions are reinvested in
shares of the respective funding option at net asset value. Shares of the
funding options are currently sold only to life insurance company separate
accounts to fund variable annuity and variable life insurance contracts.
PERFORMANCE INFORMATION
From time to time, we may advertise several types of historical performance for
the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, as well as the "nonstandardized total return," as described below.
Specific examples of the performance information appear in the SAI.
STANDARDIZED METHOD. Quotations of average annual total returns 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). Each quotation assumes a total
redemption at the end of each period.
NONSTANDARDIZED METHOD. Nonstandardized "total returns" 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 ten-year periods. The withdrawal charge is not reflected because the
contract is designed for long-term investment.
For underlying funds that were in existence prior to the date they became
available under the Separate Account, the standardized average annual total
return quotations may be accompanied by returns showing the investment
performance that such underlying funds 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.
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
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<PAGE> 32
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 the
Separate Account and the variable funding options.
FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax advice. Because of the complexity of the law and the fact that the
tax results will vary depending on many factors, you should consult your tax
adviser regarding your personal situation. For your information, a more detailed
tax discussion is contained in the SAI.
GENERAL TAXATION OF ANNUITIES
Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (Code) governs how this money is ultimately taxed,
depending upon the type of contract, qualified or non-qualified, and the manner
in which the money is distributed, as briefly described below. This contract is
intended primarily for use as a qualified annuity, therefore this tax discussion
will be limited to such contracts.
QUALIFIED CONTRACTS
If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), Keogh
Plans, and certain other qualified deferred compensation plans.
Under a qualified annuity, since amounts paid into the contract have not yet
been taxed, the full amount of all distributions, including lump-sum withdrawals
and annuity payments, are taxed at the ordinary income tax rate unless the
distribution is transferred to an eligible rollover account or contract. The
Contract is available as a vehicle for IRA rollovers and for other qualified
contracts. There are special rules which govern the taxation of qualified
contracts, including withdrawal restrictions, requirements for mandatory
distributions, and contribution limits. We have provided a more complete
discussion in the SAI.
PENALTY TAX FOR PREMATURE DISTRIBUTIONS
Taxable distributions taken before the contract owner has reached 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 qualified plans.
TAXATION OF SURRENDERS UNDER LIQUIDITY FEATURE
As discussed above, no taxable income is recognized prior to the distribution of
proceeds to the Contract Owner. The Liquidity Benefit available under this
Contract is a distribution under the Code, and is therefore subject to ordinary
income tax as well as the penalty tax for premature distributions, if
applicable.
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OWNERSHIP OF THE INVESTMENTS
Assets in the separate accounts, also referred to as 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 separate account.
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 an IRA owner attains age
70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum
distributions until the later of April 1st of the calendar year following the
calendar year in which they attain age 70 1/2. Distributions must begin or be
continued according to required patterns following the death of the contract
owner or annuitant of qualified annuities.
OTHER INFORMATION
- --------------------------------------------------------------------------------
THE INSURANCE COMPANY
The Travelers Life and Annuity Company is a stock insurance company chartered in
1973 in Connecticut and continuously engaged in the insurance business since
that time. It is licensed to conduct life insurance business in a majority of
the states of the United States, and intends to seek licensure in the remaining
states except New York. The Company is an indirect wholly owned subsidiary of
Citigroup, Inc. The Company's Home Office is located at One Tower Square,
Hartford, Connecticut 06183.
YEAR 2000 COMPLIANCE
The Company is highly dependent on computer systems and system applications for
conducting its ongoing business functions. In 1996, the Company began the
process of identifying, assessing and implementing changes to computer programs
to address the year 2000 issue and developed a comprehensive plan to address the
issue. The issue involves the ability of computer systems that have time
sensitive programs to recognize properly the year 2000. The inability to do so
could result in major failures or miscalculations that would disrupt the
Company's ability to meet its customer and other obligations on a timely basis.
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The Company is in the process of implementing necessary changes, in accordance
with its Year 2000 plan, to bring all its critical business systems into year
2000 compliance by yearend 1998. As part of, and following achievement of year
2000 compliance, systems have been, and will continue to be, subjected to a
certification process which validates the renovated code before it is certified
for use in production. In addition, the Company is developing contingency plans
to be used in the event of an unexpected failure, which may result from the
complex interrelationships among our clients, business partners, and other
parties upon whom it relies.
The total cost associated with the required modifications and conversions, which
are expensed as incurred, is not expected to have a material effect on its
financial position, results of operations or liquidity. The Company also has
third party customers, financial institutions, vendors and others with which it
conducts business and has communicated with them on their plans to address and
resolve year 2000 issues on a timely basis. While it is likely that these
efforts by third party vendors will be successful, it is possible that a series
of failures by third parties could have a material adverse effect on the
Company's results of operations in future years.
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, or certain
other registered broker-dealers. The compensation paid to sales representatives
will not exceed 6.5% 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 SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is CFBDS, Inc.,
an unaffiliated company, 21 Milk Street, Boston, Massachusetts 02109.
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, contract 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. We reserve the right to 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.
VOTING RIGHTS
The Company is the legal owner of the shares of the funding options. However, we
believe that when a funding option solicits proxies in conjunction with a vote
of shareholders we are required to obtain from you and from other owners
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares we own in proportion to those instructions. This
will also include any shares we own on our own behalf. Should we determine that
we are no longer required to comply with the above, we will vote on the shares
in our own right.
LEGAL PROCEEDINGS AND OPINIONS
There are no pending material legal proceedings affecting the Separate Account.
Legal matters in connection with the federal laws and regulations affecting the
issue and sale of the Contract described in this prospectus, as well as the
organization of the Company, its authority to issue variable 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 Company.
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<PAGE> 35
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The Financial Statements for the Company are located in the Statement of
Additional Information. Because Separate Account Six is new, it does not yet
have a financial statement.
AVAILABLE INFORMATION
- --------------------------------------------------------------------------------
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as amended, and files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. and at the Commission's Regional Offices located at Seven World
Trade Center, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Under the Securities Act of 1933, the Company has filed with the Commission a
registration statement (the "Registration Statement") relating to the Contracts
offered by this Prospectus. This Prospectus has been filed as a part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement and the exhibits, and reference is hereby made to
such Registration Statement and exhibits for further information relating to the
Company and the Contracts. The Registration Statement and the exhibits may be
inspected and copied as described above. Although the Company does furnish the
Annual report on Form 10-K for the year ended December 31, 1997 to owners of
contracts or certificates, the Company does not plan to furnish subsequent
annual reports containing financial information to the owners of contracts or
certificates described in this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- --------------------------------------------------------------------------------
The Company's latest Annual Report on Form 10-K has been filed with the
Commission pursuant to Section 15(d) of the 1934 Act. The Company's most recent
Form 10Q and Form 8K, in addition to Form 10K, are incorporated by reference
into this Prospectus and copies must accompany this Prospectus.
The Form 10-K for the fiscal year ended December 31, 1997 contains additional
information about the Company, including audited financial statements for the
Company's latest fiscal year. It was filed on March 24, 1998 via Edgar; File No.
33-58677. The Form 10Q for the fiscal quarter ended September 30, 1998 includes
updated audited financial statements, and was filed via EDGAR; File No.
33-58677. The Form 8K includes information regarding recent material events
affecting the Company, and was filed on April 22, 1998 via EDGAR; File No.
33-58677.
If requested, the Company will furnish, without charge, to each person to whom a
copy of this Prospectus is delivered, a copy of the documents referred to above
which have been incorporated by reference in the Prospectus, other than exhibits
to the documents (unless such exhibits are specifically incorporated by
reference in such documents). Any such requests should be directed to Travelers
Life and Annuity Company, One Tower Square, Hartford, Connecticut 06183-5030,
Attention: Annuity Services. The telephone number is (860) 422-3985. You may
also obtain copies of any documents, incorporated by reference into this
prospectus by accessing the SEC's website (http://www.sec.gov).
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APPENDIX A
- --------------------------------------------------------------------------------
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information contains more specific information and
financial statements relating to The Travelers Life and Annuity 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
Mixed and Shared Funding
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements
- --------------------------------------------------------------------------------
Copies of the Statement of Additional Information dated November 18, 1998 (Form
No. 21257S) 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 Life and Annuity Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183-9061.
Name:
Address:
A-1
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APPENDIX B
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WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
If, after the first contract year and prior to the maturity date of the
Contract, the annuitant begins confinement in an Eligible Nursing Home, and
remains confined for the qualifying period, you may make a total or partial
withdrawal, subject to the maximum withdrawal amount described below, without
incurring a Withdrawal Charge. In order for the Withdrawal Charge to be waived,
the withdrawal must be made during continued confinement in an Eligible Nursing
Home after the qualifying period has been satisfied, or within sixty (60) days
after such confinement ends. The qualifying period is confinement in an Eligible
Nursing Home for ninety (90) consecutive days. We will require proof of
confinement in a form satisfactory to us, which may include certification by a
licensed physician that such confinement is medically necessary.
An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which:
(a) is Medicare approved as a provider of skilled nursing care services; and
(b) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.
OR
Meets all of the following standards:
(a) is licensed as a nursing care facility by the state in which it is licensed;
(b) is either a freestanding facility or a distinct part of another facility
such as a ward, wing, unit or swing-bed of a hospital or other facility;
(c) provides nursing care to individuals who are not able to care for themselves
and who require nursing care;
(d) provides, as a primary function, nursing care and room and board; and
charges for these services;
(e) care is provided under the supervision of a licensed physician, registered
nurse (RN) or licensed practical nurse (LPN);
(f) may provide care by a licensed physical, respiratory, occupational or speech
therapist; and
(g) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.
FILING A CLAIM: You must provide the Company with written notice of a claim
during continued confinement following completion of the qualifying period, or
within sixty days after such confinement ends.
The maximum withdrawal amount available without incurring a Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one year period prior to the date
confinement in an Eligible Nursing Home begins, less any additional purchase
payments made on or after the Annuitant's 71st birthday.
Any withdrawal requested which falls under the scope of this waiver will be paid
as soon as we receive proper written proof of your claim, and will be paid in a
lump sum. You should consult with your personal tax adviser regarding the
taxable nature of any withdrawals taken from your contract.
B-1
<PAGE> 38
APPENDIX C
- --------------------------------------------------------------------------------
MARKET VALUE ADJUSTMENT
If you (the Annuitant) have selected any period certain option, you may elect to
surrender a payment equal to a portion or all of the present value of the
remaining period certain payments any time after the first contract year. There
is a surrender charge of 5% of the amount withdrawn under this option.
For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. The current interest rate
is the then current annual rate of return offered by Us on new Fixed Annuity
period certain only annuitizations for the amount of time remaining in the
certain period. If the period of time remaining is less than the minimum length
of time for which we offer a new Fixed Annuity Period Certain Only
Annuitization, then the interest rate will be the rate of return for that
minimum length of time.
The formula for calculating the Present Value is as follows:
Present Value =LOGO[Payment(s) X (1/1 + iC)(t/365)]
Where
iC = the interest rate described above
n = the number of payments remaining in the contract owner's certain
period at the time of request for this benefit
t = number of days remaining until that payment is made, adjusting for
leap years.
If you request a percentage of the total amount available, the remaining period
certain payments will be reduced by that percentage for the remainder of the
certain period. After the certain period expires, any remaining payments will
increase to the level they would have been had no liquidation taken place.
Illustration:
<TABLE>
<S> <C>
Amount Annuitized: $12,589.80
Annuity Option: Life w/10 Year Certain
$1,000 Annually--first payment
Annuity Payments: immediately
</TABLE>
For the purposes of this illustration, assume after two years (immediately
preceding the third payment), you choose to receive full liquidity, and the
current rate of return which we are then crediting for 8 year fixed Period
Certain Only Annuitizations is 4.00%. The total amount available for liquidity
is calculated as follows:
1000 + (1000/1.04) + (1000/1.04)( 7/8)2 + (1000/1.04)( 7/8)3 + (1000/1.04)
( 7/8)4 + (1000/1.04)( 7/8)5 + (1000/1.04)( 7/8)6 + (1000/1.04)( 7/8)7
= $7002.06
The surrender penalty is calculated as 5% of $7,002.06, or $350.10.
The net result to you after subtraction of the surrender penalty of $350.10
would be $6,651.95.
You would receive no more payments for 8 years. After 8 years, if you are still
living, you will receive $1000 annually until your death.
C-1
<PAGE> 39
PART B
Information Required in a Statement of Additional Information
<PAGE> 40
TRAVELERS RETIREMENT
VARIABLE ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
dated
November 18, 1998
for
THE TRAVELERS SEPARATE ACCOUNT SIX
FOR VARIABLE ANNUITIES
ISSUED BY
THE TRAVELERS LIFE AND ANNUITY COMPANY
This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Variable Annuity Contract
Prospectus dated November 18, 1998. A copy of the Prospectus may be obtained by
writing to The Travelers Life and Annuity Company, Annuity Services, One Tower
Square, Hartford, Connecticut 06183-8036, or by calling (800) 842-9406.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 1
PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . 1
DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . 2
VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 2
MIXED AND SHARED FUNDING . . . . . . . . . . . . . . . . . . . . . . . 3
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 4
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . 6
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . 9
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 41
THE INSURANCE COMPANY
The Travelers Life and Annuity Company (the "Company") is a stock
insurance company chartered in 1973 in Connecticut. It is a wholly owned
subsidiary of The Travelers Insurance Company, which is a wholly owned
subsidiary of Citigroup, Inc. Citigroup consists of businesses that produce a
broad range of financial services, including asset management, banking and
consumer finance, credit and charge cards, insurance, investments, investment
banking and trading. Among its businesses are Citibank, Commercial Credit,
Primerica Financial Services, Salomon Smith Barney, Salomon Smith Barney Asset
Management, and Travelers Property Casualty.
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. 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 home state
(jurisdiction of domicile) in determining the field of permissible investments.
THE SEPARATE ACCOUNT. Separate Account Six 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 Separate Account Six are
subject to the provisions of Section 38a-433 of the Connecticut General Statutes
which authorizes the Connecticut Insurance Commissioner to adopt regulations
under it. 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.
PRINCIPAL UNDERWRITER
CFBDS, Inc. serves as principal underwriter for Separate Account Six and
the Contracts. The offering is continuous. CFBDS, Inc.'s principal executive
offices are located at 21 Milk Street, Boston, MA 02116.
DISTRIBUTION AND MANAGEMENT AGREEMENT
Under the terms of the Distribution and Management Agreement among
Separate Account Six, the Company and CFBDS, the Company provides all
administrative services and mortality and expense risk guarantees related to
variable annuity contracts sold by the Company in connection with Separate
Account Six. CFBDS performs the sales functions related to the Contracts. The
Company reimburses CFBDS 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 Separate Account Six 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 Separate
Account Six all necessary office space, facilities, and personnel to manage its
affairs.
1
<PAGE> 42
VALUATION OF ASSETS
FUNDING OPTIONS: The value of the assets of each funding option is determined on
each business day 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 business day. 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 business day 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 business day
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
into 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 business day is
determined by multiplying the value on the preceding business day 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 the mortality and expense risk charge
and the administrative expense charge). The gross investment rate of a funding
option is equal to (a) minus (b), divided by (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.
ACCUMULATION UNIT VALUE. The value of the accumulation unit for each funding
option was initially established at $1.00. The value of an accumulation unit on
any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation
2
<PAGE> 43
period just ended. The net investment factor is calculated for each funding
option and takes into account the investment performance, expenses and the
deduction of certain expenses.
ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each funding
option was established at $1.00. An annuity unit value as of any business day is
equal to (a) the value of the annuity unit on the preceding business day,
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.)
MIXED AND SHARED FUNDING
Certain variable annuity separate accounts and variable life insurance
separate accounts may invest in the funding options simultaneously (called
"mixed" and "shared" funding). It is conceiveable that in the future it may be
disadvantageous to do so. Although the Company and the funding options do not
currently forsee any such disadvantages either to variable annuity contract
owners or variable life policy owners, each funding option's Board of Directors
intends to monitor events in order to identify any material conflicts between
them and to determine what action, if any, should be taken. If a Board of
Directors was to conclude that separate funds should be established for variable
life and variable annuity separate accounts, the variable annuity contract
owners would not bear any of the related expenses, but variable annuity contract
owners and variable life insurance policy owners would no longer have the
economies of scale resulting from a larger combined fund.
PERFORMANCE INFORMATION
From time to time, the Company may advertise several types of historical
performance for the Funding Options of Separate Account Six. 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 "nonstandardized total returns," as described below:
STANDARDIZED METHOD. Quotations of average annual total returns 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. If a Funding
Option has been in existence for less than one year, the "since inception" total
return performance quotations are year-to-date and are not average annual total
returns. These quotations reflect the deduction of all recurring charges during
each period (on a pro rata basis in the case of fractional periods). Each
quotation assumes a total redemption at the end of each period with the
assessment of any applicable withdrawal charge at that time.
NONSTANDARDIZED METHOD. Nonstandardized "total returns" 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 ten-year periods. Nonstandardized total returns will not
reflect the deduction of any applicable withdrawal charge which, if reflected,
would
3
<PAGE> 44
decrease the level of performance shown. The withdrawal charge is not reflected
because the Contract is designed for long-term investment.
For Funding Options that were in existence prior to the date they became
available under Separate Account Six, the standardized average annual total
return quotations may be accompanied by returns showing 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.
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 Separate Account Six and the Funding Options.
Average annual total returns have been calculated using each funding option's
investment performance since inception. The returns were computed according to
the nonstandardized method for the period ending December 31, 1997 as if they
had been available under Separate Account Six during that time. They are set
forth in the following tables. No standardized information is currently
available.
4
<PAGE> 45
<TABLE>
<CAPTION>
M & E CHARGE = 1.25% NONSTANDARDIZED NONSTANDARDIZED
--------------- ---------------
(taking into account all charges (taking into account all charges and fees except
and fees) deferred sales charge)
- -----------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO 10 YEAR 10 YEAR FUND
OR OR INCEPTION
1 YEAR 5 YEAR INCEPTION 1 YEAR 3 YEAR 5 YEAR INCEPTION DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust 15.12% 10.56% 8.91% 15.12% 14.59% 10.56% 8.91% 6/83
- -----------------------------------------------------------------------------------------------------------------------------------
Managed Assets Trust 19.78% 11.98% 1.66% 19.78% 19.09% 11.98% 1.66% 6/83
- -----------------------------------------------------------------------------------------------------------------------------------
Money Market Portfolio 3.76% 2.79% 3.99% 3.76% 3.19% 2.79% 3.99% 12/87
- -----------------------------------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (1):
- -----------------------------------------------------------------------------------------------------------------------------------
Core Equity Fund 30.27% - 17.76% 30.27% 29.40% - 17.76% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund 5.71% - 9.74% 5.71% 9.71% - 9.74% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund * - - - - - - - 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund 6.17% - 4.51% 6.17% 7.37% - 4.51% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
International Equity Fund 3.74% - 10.46% 3.74% 13.63% - 10.46% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Long-Term Bond Fund 10.65% - 6.66% 10.65% 10.21% - 6.66% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (2):
- -----------------------------------------------------------------------------------------------------------------------------------
Core Equity Fund 28.65% - 16.31% 28.65% 27.81% - 16.31% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund 4.39% - 8.38% 4.39% 8.36% - 8.38% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund * - - - - - - - 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund 4.85% - 3.22% 4.85% 6.04% - 3.22% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
International Equity Fund 2.45% - 9.09% 2.45% 12.23% - 9.09% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
Long-Term Bond Fund 9.28% - 5.34% 9.28% 8.84% - 5.34% 5/93
- -----------------------------------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
REIT Series - - - - - 5/98
- -----------------------------------------------------------------------------------------------------------------------------------
Small Cap Value Series 31.30% - 17.79% 31.30% 23.88% - 17.79% 12/93
- -----------------------------------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- -----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio 26.49% - 18.39% 26.49% 27.40% - 18.39% 4/93
- -----------------------------------------------------------------------------------------------------------------------------------
Small Cap Portfolio 15.31% 24.58% 42.22% 15.31% 19.26% 24.58% 42.22% 8/90
- -----------------------------------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II 31.46% 18.92% 18.37% 31.46% 29.47% 18.92% 18.37% 11/91
- -----------------------------------------------------------------------------------------------------------------------------------
MONTGOMERY VARIABLE SERIES
- -----------------------------------------------------------------------------------------------------------------------------------
Growth Fund 27.00% - 28.10% 27.00% - 28.10% 2/96
- -----------------------------------------------------------------------------------------------------------------------------------
OCC ACCUMULATION TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Portfolio 25.08% 17.94% 16.33% 25.08% 27.84% 17.94% 16.33% 8/88
- -----------------------------------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable - - - - - - - 2/98
Capital Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable - - - - - - - 2/98
Investors Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Total - - - - - - - 2/98
Return Fund
- -----------------------------------------------------------------------------------------------------------------------------------
STRONG VARIABLE INSURANCE FUNDS,
INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Strong Schafer Value Fund II - - -5.56% - - - -5.56% 10/97
- -----------------------------------------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 27.43% - 26.11% 27.43% 29.41% - 26.11% 6/94
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 19.69% - 15.10% 19.69% 18.87% - 15.10% 6/94
- -----------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income 6.36% - 8.37% 6.36% 9.63% - 8.37% 6/94
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Smith Barney High Income 12.46% - 11.30% 12.46% 13.90% - 11.30% 6/94
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Smith Barney International Equity 1.44% - 6.20% 1.44% 9.02% - 6.20% 6/94
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth - - - - - - - 5/98
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 46
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
M & E CHARGE = 1.25% NONSTANDARDIZED NONSTANDARDIZED
--------------- ---------------
(taking into account all (taking into account all charges and
------------------------
charges and fees fees except deferred sales charge)
- ----------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO 10 YEAR 10 YEAR
OR OR FUND INCEPTION
1 YEAR 5 YEAR INCEPTION 1 YEAR 3 YEAR 5 YEAR INCEPTION DATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THE TRAVELERS SERIES TRUST
- ----------------------------------------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio - - 46.43% - - - 46.43% 4/97
- ----------------------------------------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock - - - - - - - 5/98
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio 30.06% - 31.80% 30.06% - - 31.80% 8/96
- ----------------------------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 31.78% - 33.92% 31.78% - - 33.92% 8/96
- ----------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio 20.49% - 25.81% 20.49% - - 25.81% 8/96
- ----------------------------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 6.89% - 10.31% 6.89% - - 10.31% 8/96
- ----------------------------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio - - - - - - - 3/98
- ----------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio - - - - - - - 3/98
- ----------------------------------------------------------------------------------------------------------------------------------
Social Awareness Stock Portfolio 25.72% 14.91% 14.70% 25.72% 25.18% 14.91% 14.70% 5/92
- ----------------------------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio - - - - - - 5/98
- ----------------------------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 5.81% - 6.73% 5.81% - - 6.73% 8/96
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities 11.24% 6.66% 6.73% 11.24% 11.06% 6.66% 6.73% 1/92
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
Utilities Portfolio 23.74% - 14.31% 23.74% 18.79% - 14.31% 2/94
- ----------------------------------------------------------------------------------------------------------------------------------
WARBURG PINCUS TRUST
- ----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets - - - - - - - 12/97
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Without Chart Fees
2 With Chart Fees of 1.25%
*Formerly American Odyssey Short-Term Bond Fund. The name, investment objective
and investment adviser of this fund were changed pursuant to a shareholder vote
effective May 1, 1998
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, please consult a qualified tax adviser.
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.
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.
6
<PAGE> 47
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 $4,000.
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.
SIMPLE PLAN IRA FORM
Effective January 1, 1997, employers may establish a savings incentive
match plan for employees ("SIMPLE plan") under which employees can make elective
salary reduction contributions to an IRA based on a percentage of compensation
of up to $6,000. (Alternatively, the employer can establish a SIMPLE cash or
deferred arrangement under IRS Section 401(k)). Under a SIMPLE plan IRA, the
employer must either make a matching contribution of 100% on the first 3% or 7%
contribution for all eligible employees. Early withdrawals are subject to the
10% early withdrawal penalty generally applicable to IRAs, except that an early
withdrawal by an employee under a SIMPLE plan IRA, within the first two years of
participation, shall be subject to a 25% early withdrawal tax.
ROTH IRAS
Effective January 1, 1998, Section 408A of the Code permits certain
individuals to contribute to a Roth IRA. Eligibility to make contributions is
based upon income, and the applicable limits vary based on marital status and/or
whether the contribution is a rollover contribution from another IRA or an
annual contribution. Contributions to a Roth IRA, which are subject to certain
limitations ($2,000 per year for annual contributions), are not deductible and
must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. A conversion of a "traditional" IRA to a Roth IRA may be subject to tax and
other special rules apply. You should consult a tax adviser before combining any
converted amounts with other Roth IRA contributions, including any other
conversion amounts from other tax years.
Qualified distributions from a Roth IRA are tax-free. A qualified
distribution requires that the Roth IRA has been held for at least 5 years, and
the distribution is made after age 59 1/2, on death or disability of the owner,
or for a limited amount ($10,000) for a qualified first time home purchase for
the owner or certain relatives. Income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2)
during five taxable years starting with the year in which the first contribution
is made to the Roth IRA.
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.
7
<PAGE> 48
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 70 1/2 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.
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, 1998, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $15,200 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
8
<PAGE> 49
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, U.S citizens residing outside of the country, or U.S. legal
residents temporarily residing outside the country, are not permitted to elect
out of withholding.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements of the Travelers Life and Annuity
Company and Subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997, have been included
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.
9
<PAGE> 50
TRAVELERS RETIREMENT
VARIABLE ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
SEPARATE ACCOUNT SIX
Individual and Group
Variable Annuity Contract
issued by
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
November 18, 1998
L-21257S
10
<PAGE> 51
THE TRAVELERS LIFE AND ANNUITY COMPANY
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder
The Travelers Life and Annuity Company:
We have audited the accompanying balance sheets of The Travelers Life and
Annuity Company as of December 31, 1997 and 1996, and the related statements of
income and retained earnings and cash flows for each of the years in the
three-year period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Travelers Life and Annuity
Company as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
January 26, 1998
F-1
<PAGE> 52
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME AND RETAINED EARNINGS
($ in thousands)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
REVENUES
Premiums $ 35,190 $ 17,462 $ 10,691
Net investment income 168,653 151,326 123,197
Realized investment gains (losses) 44,871 (9,613) 18,713
Other 8,163 2,276 1,286
-------- -------- --------
Total Revenues 256,877 161,451 153,887
-------- -------- --------
BENEFITS AND EXPENSES
Current and future insurance benefits 95,639 77,285 73,818
Interest credited to contractholders 35,165 35,607 30,472
Operating expenses, including amortization of deferred acquisition
costs and value of insurance in force 16,498 8,977 6,161
-------- -------- --------
Total Benefits and Expenses 147,302 121,869 110,451
-------- -------- --------
Income before federal income taxes 109,575 39,582 43,436
-------- -------- --------
Federal income taxes:
Current 33,859 29,456 2,555
Deferred expense (benefit) 4,344 (15,665) 11,964
-------- -------- --------
Total Federal Income Taxes 38,203 13,791 14,519
-------- -------- --------
Net income 71,372 25,791 28,917
Retained earnings beginning of year 167,698 157,907 128,990
Dividends to parent 14,000 16,000 -
-------- -------- --------
Retained Earnings End of Year $225,070 $167,698 $157,907
======== ======== ========
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE> 53
THE TRAVELERS LIFE AND ANNUITY COMPANY
BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, 1997 1996
- ------------ ---- ----
<S> <C> <C>
ASSETS
Fixed maturities, available for sale at fair value (cost, $1,571,121; $1,440,806) $1,678,120 $1,484,670
Equity securities, at fair value (cost, $15,092; $12,396) 16,289 15,902
Mortgage loans 160,247 128,440
Real estate held for sale - 10,111
Policy loans 2,894 1,750
Short-term securities 169,229 81,162
Other invested assets 118,348 88,641
---------- ----------
Total Investments $2,145,127 $1,810,676
---------- ----------
Separate accounts 812,059 290,940
Deferred acquisition costs and value of insurance in force 90,966 40,027
Deferred federal income taxes 33,661 57,617
Other assets 73,414 55,023
---------- ----------
Total Assets $3,155,227 $2,254,283
---------- ----------
LIABILITIES
Future policy benefits $971,602 $967,621
Contractholder funds 818,971 582,183
Separate accounts 812,059 290,716
Other liabilities 86,934 41,895
---------- ----------
Total Liabilities $2,689,566 $1,882,415
---------- ----------
SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000 shares authorized, 30,000 issued and outstanding 3,000 3,000
Additional paid-in capital 167,314 167,314
Retained earnings 225,070 167,698
Unrealized investment gains, net of taxes 70,277 33,856
---------- ----------
Total Shareholder's Equity 465,661 371,868
---------- ----------
Total Liabilities and Shareholder's Equity $3,155,227 $2,254,283
========== ==========
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE> 54
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
($ in thousands)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
- ------------------------------- ---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Premiums collected $ 34,553 $ 6,472 $ 1,950
Net investment income received 170,460 71,083 66,219
Benefits and claims paid (90,820) (70,331) (71,710)
Interest credited to contractholders (35,165) (813) -
Operating expenses paid (40,868) (5,482) (3,013)
Income taxes paid (22,440) (23,931) (35,305)
Other (7,702) (6,857) (6,772)
---------- --------- ---------
Net Cash Provided by (Used in) Operating Activities 8,018 (29,859) (48,631)
---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 81,899 20,301 11,752
Mortgage loans 8,972 37,789 24,137
Proceeds from sales of investments
Fixed maturities 856,846 978,970 459,971
Equity securities 12,404 12,818 11,823
Mortgage loans 5,483 22,437 7,013
Real estate held for sale 4,493 - -
Purchases of investments
Fixed maturities (1,020,803) (994,443) (515,098)
Equity securities (6,382) (5,412) (156)
Mortgage loans (41,967) (21,450) (4,890)
Policy loans (1,144) (1,750) -
Short-term securities, purchases, net (88,067) (19,688) (5,051)
Other investments, (purchases) sales, net (51,502) (6,160) 9,274
Securities transactions in course of settlement 10,526 (51,703) 45,727
---------- --------- ---------
Net Cash Provided by (Used in) Investing Activities (229,242) (28,291) 44,502
---------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 325,932 96,490 5,707
Contractholder fund withdrawals (89,145) (22,340) (1,874)
Dividends to parent company (14,000) (16,000) -
---------- --------- ---------
Net Cash Provided by Financing Activities $ 222,787 $ 58,150 $ 3,833
---------- --------- ---------
Net increase (decrease) in cash $ 1,563 $ - $ (296)
---------- --------- ---------
Cash at December 31, $ 1,563 $ - $ -
========== ========= =========
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE> 55
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies used in the preparation of the accompanying
financial statements follow.
Basis of Presentation
The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), an indirect wholly
owned subsidiary of Travelers Group Inc. (Travelers Group). The financial
statements and accompanying footnotes of the Company are prepared in
conformity with generally accepted accounting principles. The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and benefits and expenses during the
reporting period. Actual results could differ from those estimates.
The accompanying financial statements reflect a change in presentation of
the assets, liabilities and operations of the structured settlement
separate account business of the Company. The assets and liabilities were
previously reported in separate account line items and are now incorporated
in various financial statement classifications. As a result of this change,
invested assets in the amount of $814.5 million and $863.6 million at
December 31, 1997 and 1996, respectively, associated with structured
settlement contract obligations, are reported as investments. The related
structured settlement contract obligations, which were $842.3 million and
$809.1 million at December 31, 1997 and 1996, respectively, are included in
future policy benefits and contractholder funds. Additionally, structured
settlement transactions included in the income statement for the years
ended December 31, 1997, 1996 and 1995 are premiums of $23.2 million, $8.1
million and $8.0 million, respectively, net investment income of $65.9
million, $62.3 million and $60.0 million, respectively, and benefits and
expenses of $66.5 million, $56.4 million and $51.8 million, respectively.
The 1996 and 1995 amounts were previously reported as a net $13.9 million
and $16.2 million, respectively, included in other revenue.
This change in presentation has no effect on net income, total assets,
total liabilities, or shareholder's equity as reflected in the statements
of income and retained earnings, and balance sheets for the periods
presented.
The Company has determined that a change in presentation was warranted
because of the nature of this particular separate account and the change in
product focus of the Company. The assets of the structured settlement
separate account are owned by, and investment risk is borne by, the
Company, which also guarantees the obligations of this separate account.
Consequently, the Company, not the contractholder, bears the risks of this
separate account.
The Company is now offering a variety of variable annuity products where
the investment risk is borne by the contractholder, not the Company, and
the benefits are not guaranteed. The premiums and deposits related to these
products are reported in separate accounts. The Company considers it
necessary to differentiate, for financial statement purposes, the results
of the risks it has assumed from those it has not. See also Note 6.
Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.
F-5
<PAGE> 56
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Accounting Changes
EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS
In February, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" (FAS 132).
FAS 132 supersedes the disclosure requirements in FASB Statements No. 87,
"Employers' Accounting for Pensions," No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefits Pension Plans and
Termination of Benefits," and No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." FAS 132 addresses disclosure
only and does not address measurement or recognition. In addition to other
disclosure changes, FAS 132 allows employers to disclose total
contributions to multi-employer plans without disaggregating the amounts
attributable to pensions and other postretirement benefits. This statement
is effective for fiscal years beginning after December 15, 1997. Earlier
application is encouraged. Effective December 31, 1997, the Company adopted
FAS 132. The adoption of this standard did not have any impact on results
of operations, financial condition or liquidity.
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES
Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (FAS 125). FAS 125
establishes accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities. These standards are
based on an approach that focuses on control. Under this approach, after a
transfer of financial assets, an entity recognizes the financial and
servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. FAS 125 provides standards for
distinguishing transfers of financial assets that are sales from transfers
that are secured borrowings. The requirements of FAS 125 are effective for
transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, and are to be applied
prospectively. However, in December 1996 the FASB issued Statement of
Financial Accounting Standards No. 127, "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125," which delays until January
1, 1998 the effective date for certain provisions. Application of FAS 125
prior to the effective date or retroactively is not permitted. The adoption
of the provisions of FAS 125 effective January 1, 1997 did not have a
material impact on results of operations, financial condition or liquidity.
The adoption of the provisions of FAS 127 effective January, 1998 will not
have a material impact on the results of operations, financial condition or
liquidity of the Company.
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." This statement
establishes accounting standards for the impairment of long-lived assets
and certain identifiable intangibles to be disposed. This statement
requires a write down to fair value when long-lived assets to be held and
used are impaired. The statement also requires long-lived assets to be
disposed (e.g., real estate held for sale) be carried at the lower of cost
or fair value less cost to sell, and does not allow such assets to be
depreciated. The adoption of this standard did not have a material impact
on the Company's financial condition, results of operations or liquidity.
F-6
<PAGE> 57
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Accounting for Stock-Based Compensation
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123).
This statement establishes financial accounting and reporting standards for
stock-based employee compensation plans as well as transactions in which an
entity issues its equity instruments to acquire goods or services from
non-employees. This statement defines a fair value-based method of
accounting for employee stock options or similar equity instruments, and
encourages all entities to adopt this method of accounting for all employee
stock compensation plans. However, it also allows an entity to continue to
measure compensation cost for those plans using the intrinsic value-based
method of accounting prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25). Entities electing
to remain with the accounting method prescribed in APB 25 must make
pro-forma disclosures of net income and earnings per share, as if the fair
value-based method of accounting defined by FAS 123 had been applied. FAS
123 is applicable to fiscal years beginning after December 15, 1995. The
Company has elected to continue to account for its stock-based employee
compensation plans using the accounting method prescribed by APB 25 and,
had the Company applied FAS 123 in accounting for stock options, net income
would have been reduced by an insignificant amount in 1997, 1996 and 1995.
The Company has adopted FAS 123 for its stock-based non-employee
compensation plans.
Accounting Policies
INVESTMENTS
Fixed maturities include bonds, notes and redeemable preferred stocks. Fair
values of investments in fixed maturities are based on quoted market prices
or dealer quotes or, if these are not available, discounted expected cash
flows using market rates commensurate with the credit quality and maturity
of the investment. Fixed maturities are classified as "available for sale"
and are reported at fair value, with unrealized investment gains and
losses, net of income taxes, charged or credited directly to shareholder's
equity.
Equity securities, which include common and non-redeemable preferred
stocks, are classified as "available for sale" and are carried at fair
value based primarily on quoted market prices. Changes in fair values of
equity securities are charged or credited directly to shareholder's equity,
net of income taxes.
Mortgage loans are carried at amortized cost. A mortgage loan is considered
impaired when it is probable that the Company will be unable to collect
principal and interest amounts due. For mortgage loans that are determined
to be impaired, a reserve is established for the difference between the
amortized cost and fair market value of the underlying collateral. In
estimating fair value, the Company uses interest rates reflecting the
higher returns required in the current real estate financing market.
Impaired loans were insignificant at December 31, 1997 and 1996.
Real estate held for sale is carried at the lower of cost or fair value
less estimated cost to sell. Fair value of foreclosed properties is
established at the time of foreclosure by internal analysis or external
appraisers, using discounted cash flow analyses and other accepted
techniques. Thereafter, an allowance for losses on real estate held for
sale is established if the carrying value of the property exceeds its
current fair value less estimated costs to sell. There was no such
allowance at December 31, 1996.
Short-term securities, consisting primarily of money market instruments and
other debt issues purchased with a maturity of less than one year, are
carried at amortized cost which approximates market.
F-7
<PAGE> 58
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Accrual of income, included in other assets, is suspended on fixed
maturities or mortgage loans that are in default, or on which it is likely
that future payments will not be made as scheduled. Interest income on
investments in default is recognized only as payment is received.
Included in investments are invested assets associated with Structured
Settlement Guaranteed Separate Accounts where the investment risk is borne
by the Company. See Note 6.
INVESTMENT GAINS AND LOSSES
Realized investment gains and losses are included as a component of pre-tax
revenues based upon specific identification of the investments sold on the
trade date. Also included are gains and losses arising from the
remeasurement of the local currency value of foreign investments to U.S.
dollars, the functional currency of the Company.
POLICY LOANS
Policy loans are carried at the amount of the unpaid balances that are not
in excess of the net cash surrender values of the related insurance
policies. The carrying value of policy loans, which have no defined
maturities, is considered to be fair value.
SEPARATE ACCOUNTS
The Company has separate account assets and liabilities representing funds
for which investment income and investment gains and losses accrue directly
to, and investment risk is borne by, the contractholders. Each of these
accounts have specific investment objectives. The assets and liabilities of
these accounts are carried at fair value, and amounts assessed to the
contractholders for management services are included in revenues. Deposits,
net investment income and realized investment gains and losses for these
accounts are excluded from revenues, and related liability increases are
excluded from benefits and expenses.
The Company also has a separate account for structured settlement annuity
obligations where the investment risk is borne by the Company. The assets
and liabilities of this separate account are included in investments,
future policy benefits and contractholder funds for financial reporting
purposes. See Note 6.
DEFERRED ACQUISITION COSTS AND VALUE OF INSURANCE IN FORCE
Costs of acquiring individual life insurance and annuity business,
principally commissions and certain expenses related to policy issuance,
underwriting and marketing, all of which vary with and are primarily
related to the production of new business, are deferred. Acquisition costs
relating to traditional life insurance are amortized in relation to
anticipated premiums; universal life in relation to estimated gross
profits; and annuity contracts employing a level yield method. A 10- to
25-year amortization period is used for life insurance, and a 10- to
20-year period is employed for annuities. Deferred acquisition costs are
reviewed periodically for recoverability to determine if any adjustment is
required. Adjustments, if any are charged to income.
F-8
<PAGE> 59
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
The value of insurance in force represents the actuarially determined
present value of anticipated profits to be realized from annuities
contracts at the date of acquisition using the same assumptions that were
used for computing related liabilities where appropriate. The value of
insurance in force was the actuarially determined present value of the
projected future profits discounted at an interest rate of 16% for the
business acquired. The value of the business in force is amortized using
current interest crediting rates to accrete interest and amortized
employing a level yield method. The value of insurance in force is reviewed
periodically for recoverability to determine if any adjustment is required.
Adjustments, if any, are charged to income.
FUTURE POLICY BENEFITS
Benefit reserves represent liabilities for future insurance policy
benefits. Benefit reserves for life insurance and annuity policies have
been computed based upon mortality, morbidity, persistency and interest
assumptions applicable to these coverages, which range from 3.0% to 7.5%,
including a provision for adverse deviation. These assumptions consider
Company experience and industry standards. The assumptions vary by plan,
age at issue, year of issue and duration.
CONTRACTHOLDER FUNDS
Contractholder funds represent receipts from the issuance of universal
life, certain individual annuity contracts, and structured settlement
contracts. Contractholder fund balances are increased by such receipts and
credited interest and reduced by withdrawals, mortality charges and
administrative expenses charged to the contractholders. Interest rates
credited to contractholder funds range from 3.9% to 7.2%.
PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company, domiciled in the State of Connecticut, prepares statutory
financial statements in accordance with the accounting practices prescribed
or permitted by the State of Connecticut Insurance Department. Prescribed
statutory accounting practices include certain publications of the National
Association of Insurance Commissioners as well as state laws, regulations,
and general administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed. The impact of any
permitted accounting practices on the statutory surplus of the Company is
not material.
PREMIUMS
Premiums are recognized as revenues when due. Reserves are established for
the portion of premiums that will be earned in future periods.
OTHER REVENUES
Other revenues include surrender, mortality and administrative charges, and
fees earned on investment and other insurance contracts.
FEDERAL INCOME TAXES
The provision for federal income taxes is comprised of two components,
current income taxes and deferred income taxes. Deferred federal income
taxes arise from changes during the year in cumulative temporary
differences between the tax basis and book basis of assets and liabilities.
The deferred federal income tax asset is recognized to the extent that
future realization of the tax benefit is more likely than not, with a
valuation allowance for the portion that is not likely to be recognized.
F-9
<PAGE> 60
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Future Application of Accounting Standards
In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments" (SOP 97-3). SOP 97-3 provides guidance for
determining when an entity should recognize a liability for guaranty-fund
and other insurance-related assessments, how to measure that liability, and
when an asset may be recognized for the recovery of such assessments
through premium tax offsets or policy surcharges. This SOP is effective for
financial statements for fiscal years beginning after December 15, 1998,
and the effect of initial adoption is to be reported as a cumulative
catch-up adjustment. Restatement of previously issued financial statements
is not allowed. The Company has not yet determined when it will implement
this SOP and does not anticipate any material impact on the Company's
financial condition, results of operations or liquidity.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (FAS 130). FAS 130 establishes
standards for the reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. All items
that are required to be recognized under accounting standards as components
of comprehensive income are to be reported in a financial statement that is
displayed with the same prominence as other financial statements. FAS 130
stipulates that comprehensive income reflect the change in equity of an
enterprise during a period from transactions and other events and
circumstances from non-owner sources. Comprehensive income will thus
represent the sum of net income and other comprehensive income, although
FAS 130 does not require the use of the terms comprehensive income or other
comprehensive income. The accumulated balance of other comprehensive income
shall be displayed separately from retained earnings and additional paid-in
capital in the statement of financial position. FAS 130 is effective for
fiscal years beginning after December 15, 1997. The Company anticipates
that the adoption of FAS 130 will result primarily in reporting unrealized
gains and losses on investments in debt and equity securities in
comprehensive income.
In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (FAS 131). FAS 131 establishes standards for the way that
public enterprises report information about operating segments in annual
financial statements and requires that selected information about those
operating segments be reported in interim financial statements. FAS 131
supersedes Statement of Financial Accounting Standards No. 14, "Financial
Reporting for Segments of a Business Enterprise" (FAS 14). FAS 131 requires
that all public enterprises report financial and descriptive information
about its reportable operating segments. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decisionmaker
in deciding how to allocate resources and in assessing performance. FAS 131
is effective for fiscal years beginning after December 15, 1997. The
Company's reportable operating segment will not change as a result of the
adoption of FAS 131.
F-10
<PAGE> 61
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
2. REINSURANCE
The Company participates in reinsurance in order to limit losses, minimize
exposure to large risks, provide capacity for future growth and to effect
business-sharing arrangements. The Company remains primarily liable as the
direct insurer on all risks reinsured.
Life insurance in force ceded to TIC at December 31, 1997 and 1996 was
$76.4 million and $90.7 million, respectively. Life insurance in force
ceded to non-affiliates at December 31, 1997 and 1996, was $4.5 billion and
$2.2 billion, respectively.
3. SHAREHOLDER'S EQUITY
Unrealized Investment Gains (Losses)
See Note 11 for an analysis of the change in unrealized gains and losses on
investments.
Shareholder's Equity and Dividend Availability
The Company's statutory net income was $80.3 million, $17.9 million and
$23.0 million for the years ended December 31, 1997, 1996 and 1995,
respectively.
Statutory capital and surplus was $328.2 million and $254.1 million at
December 31, 1997 and 1996, respectively.
The Company is currently subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $63.6 million is available in 1998 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department.
4. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative Financial Instruments
The Company uses derivative financial instruments, including financial
futures, equity options, forward contracts and interest rate swaps as a
means of hedging exposure to foreign currency, equity price changes and/or
interest rate risk on anticipated transactions or existing assets and
liabilities. The Company does not hold or issue derivative instruments for
trading purposes.
These derivative financial instruments have off-balance sheet risk.
Financial instruments with off-balance sheet risk involve, to varying
degrees, elements of credit and market risk in excess of the amount
recognized in the balance sheet. The contract or notional amounts of these
instruments reflect the extent of involvement the Company has in a
particular class of financial instrument. However, the maximum loss of cash
flow associated with these instruments can be less than these amounts. For
forward contracts and interest rate swaps, credit risk is limited to the
amounts calculated to be due the Company on such contracts. Financial
futures contracts and purchased listed option contracts have little credit
risk since organized exchanges are the counterparties.
F-11
<PAGE> 62
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
The Company monitors creditworthiness of counterparties to these financial
instruments by using criteria of acceptable risk that are consistent with
on-balance sheet financial instruments. The controls include credit
approvals, limits and other monitoring procedures.
The Company uses exchange traded financial futures contracts to manage its
exposure to changes in interest rates which arise from the sale of certain
insurance and investment products, or the need to reinvest proceeds from
the sale or maturity of investments. To hedge against adverse changes in
interest rates, the Company enters long or short positions in financial
futures contracts to offset asset price changes resulting from changes in
market interest rates until an investment is purchased or a product is
sold.
Margin payments are required to enter a futures contract and contract gains
or losses are settled daily in cash. The contract amount of futures
contracts represents the extent of the Company's involvement, but not
future cash requirements, as open positions are typically closed out prior
to the delivery date of the contract.
At December 31, 1997 and 1996, the Company held financial futures contracts
with notional amounts of $156.3 million and $20.3 million, respectively. At
December 31, 1997 and 1996, the Company's futures contracts had no fair
value because these contracts are marked to market and settled in cash
daily.
The off-balance sheet risks of equity options, forward contracts, and
interest rate swaps were not significant at December 31, 1997 and 1996.
Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Company issues fixed and variable
rate loan commitments and has unfunded commitments to partnerships. The
off-balance sheet risk of these financial instruments was not significant
at December 31, 1997 and 1996.
Fair Value of Certain Financial Instruments
The Company uses various financial instruments in the normal course of its
business. Fair values of financial instruments that are considered
insurance contracts are not required to be disclosed and are not included
in the amounts discussed.
At December 31, 1997, investments in fixed maturities had a carrying value
and a fair value of $1.7 billion, compared with a carrying value and a fair
value of $1.5 billion at December 31, 1996. See Notes 1 and 11.
At December 31, 1997 and 1996, mortgage loans had a carrying value of
$160.2 million and $128.4 million, respectively, which approximates fair
value. In estimating fair value, the Company used interest rates reflecting
the higher returns required in the current real estate financing market.
The carrying values of $33.8 million and $22.7 million of financial
instruments classified as other assets approximated their fair values at
December 31, 1997 and 1996, respectively. The carrying values of $72.7
million and $38.5 million of financial instruments classified as other
liabilities also approximated their fair values at December 31, 1997 and
1996, respectively. Fair value is determined using various methods,
including discounted cash flows, as appropriate for the various financial
instruments.
F-12
<PAGE> 63
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
At December 31, 1997, contractholder funds with defined maturities had a
carrying value of $694.9 million and a fair value of $695.9 million,
compared with a carrying value of $546.5 million and a fair value of $545.2
million at December 31, 1996. The fair value of these contracts is
determined by discounting expected cash flows at an interest rate
commensurate with the Company's credit risk and the expected timing of cash
flows. Contractholder funds without defined maturities had a carrying value
of $98.5 million and a fair value of $93.9 million at December 31, 1997,
compared with a carrying value of $26.9 million and a fair value of $25.6
million at December 31, 1996. These contracts generally are valued at
surrender value.
The carrying values of short-term securities and policy loans approximated
their fair values.
5. COMMITMENTS AND CONTINGENCIES
Financial Instruments with Off-Balance Sheet Risk
The Company has, in the normal course of business, provided fixed rate loan
commitments and commitments to partnerships.
The off-balance sheet risks of fixed rate loan commitments, commitments to
partnerships and forward contracts were not significant at December 31,
1997 and 1996.
Litigation
The Company is a defendant in various litigation matters in the normal
course of business. Although there can be no assurances, as of December 31,
1997, the Company believes, based on information currently available, that
the ultimate resolution of these legal proceedings would not be likely to
have a material adverse effect on its results of operations, financial
condition or liquidity.
6. STRUCTURED SETTLEMENT CONTRACTS
The Company has structured settlement contracts that provide guarantees for
the contractholders independent of the investment performance of the assets
held in the related separate account. The assets held in the separate
account are owned by the Company and contractholders do not share in their
investment performance.
The Company maintains assets sufficient to fund the guaranteed benefits
attributable to the liabilities. Assets held in the separate account cannot
be used to satisfy any other obligations of the Company.
The Company reports the related assets and liabilities in investments,
future policy benefit reserves and contractholder funds.
F-13
<PAGE> 64
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
7. BENEFIT PLANS
Pension and Other Postretirement Benefits
The Company participates in a qualified, noncontributory defined benefit
pension plan sponsored by an affiliate. In addition, the Company provides
certain other postretirement benefits to retired employees through a plan
sponsored by an affiliate. The Company's share of net expense for the
qualified pension and other postretirement benefit plans was not
significant for 1997, 1996 and 1995. Beginning January 1, 1996, the
Company's other postretirement benefit plans were amended to restrict
benefit eligibility to retirees and certain retiree-eligible employees.
Previously, covered employees could become eligible for postretirement
benefits if they reached retirement age while working for the Company.
401(k) Savings Plan
Substantially all of the Company's employees are eligible to participate in
a 401(k) savings plan sponsored by Travelers Group. Prior to January 1,
1996, the Company made matching contributions to the 401(k) savings plan on
behalf of participants in the amount of 50% of the first 5% of pre-tax
contributions made by the employee, plus an additional variable matching
contribution based on the profitability of The Travelers Insurance Group
Inc. (TIGI) and its subsidiaries. During 1996, the Company made matching
contributions in an amount equal to the lesser of 100% of the pre-tax
contributions made by the employee or $1,000. Effective January 1, 1997,
the Company discontinued matching contributions for the majority of its
employees. The Company's expenses in connection with the 401(k) savings
plan were not significant in 1997, 1996 and 1995.
8. RELATED PARTY TRANSACTIONS
The principal banking functions, including payment of salaries and
expenses, for certain subsidiaries and affiliates of TIGI, including the
Company, are handled by two companies. TIC handles banking functions for
the life and annuity operations of Travelers Life and Annuity and some of
its non-insurance affiliates. The Travelers Indemnity Company handles
banking functions for the property-casualty operations, including most of
its property-casualty insurance and non-insurance affiliates. Settlements
between companies are made at least monthly. TIC provides various employee
benefit coverages to certain subsidiaries of TIGI. The premiums for these
coverages were charged in accordance with cost allocation procedures based
upon salaries or census. In addition, investment advisory and management
services, data processing services and claims processing services are
provided by affiliated companies. Charges for these services are shared by
the companies on cost allocation methods based generally on estimated usage
by department.
TIC maintains a short-term investment pool in which the Company
participates. The position of each company participating in the pool is
calculated and adjusted daily. At December 31, 1997 and 1996, the pool
totaled approximately $2.6 billion and $2.9 billion, respectively. The
Company's share of the pool amounted to $145.5 million and $68.2 million at
December 31, 1997 and 1996, respectively, and is included in short-term
securities in the balance sheet.
The Company's TTM Modified Guaranteed Annuity Contracts are subject to a
limited guarantee agreement by TIC in a principal amount of up to $400
million. TIC's obligation is to pay in full to any owner or beneficiary of
the TTM Modified Guaranteed Annuity Contracts principal and interest as and
when due under the annuity contract to the extent that the Company fails to
make such payment. In addition, TIC guarantees that the Company will
maintain a minimum statutory capital and surplus level.
F-14
<PAGE> 65
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
The Company sells structured settlement annuities to an affiliate, The
Travelers Indemnity Company. Premiums and deposits were $70.6 million,
$36.9 million and $36.6 million for 1997, 1996 and 1995, respectively.
The Company began marketing variable annuity products through its
affiliate, Salomon Smith Barney, in 1995. Premiums and deposits
related to these products were $615.6 million, $300.0 million and $20.5
million in 1997, 1996 and 1995, respectively.
The Company participates in a stock option plan sponsored by Travelers
Group that provides for the granting of stock options in Travelers Group
common stock to officers and key employees. To further encourage employee
stock ownership, during 1997 Travelers Group introduced the WealthBuilder
stock option program. Under this program, all employees meeting certain
requirements have been granted Travelers Group stock options.
Most leasing functions for TIGI and its subsidiaries are handled by TAP.
Rent expense related to these leases are shared by the companies on a cost
allocation method based generally on estimated usage by department. The
Company's rent expense was insignificant in 1997, 1996 and 1995.
At December 31, 1997 and 1996, the Company had investments in Tribeca
Investments LLC in the amounts of $16.5 million and $7.8 million, included
in other invested assets.
9. FEDERAL INCOME TAXES
($ in thousands)
<TABLE>
<CAPTION>
EFFECTIVE TAX RATE
FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
------------------------------- ---- ---- ----
<S> <C> <C> <C>
Income Before Federal Income Taxes $109,575 $39,582 $43,436
Statutory Tax Rate 35% 35% 35%
-------- ------- -------
Expected Federal Income Taxes 38,351 13,854 15,203
Tax Effect of:
Non-taxable investment income (24) (15) (13)
Other, net (124) (48) (671)
-------- ------- -------
Federal Income Taxes 38,203 $13,791 $14,519
======== ======= =======
Effective Tax Rate 35% 35% 33%
-------- ------- -------
COMPOSITION OF FEDERAL INCOME TAXES
Current:
United States 33,805 $29,435 $2,555
Foreign 54 21 -
-------- ------- -------
Total 33,859 29,456 2,555
-------- ------- -------
Deferred:
United States 4,344 (15,665) 11,964
-------- ------- -------
Total Net Earned Premiums $38,203 $13,791 $14,519
======== ======= =======
</TABLE>
F-15
<PAGE> 66
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
The net deferred tax assets at December 31, 1997 and 1996 were comprised of
the tax effects of temporary differences related to the following assets
and liabilities:
<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----
<S> <C> <C>
Deferred Tax Assets:
Benefit, reinsurance and other reserves $100,969 $79,484
Other 2,571 3,043
-------- -------
Total 103,540 82,527
-------- -------
Deferred Tax Liabilities:
Investments, net 42,933 12,113
Deferred acquisition costs and value of insurance in force 23,650 10,066
Other 1,226 662
------- -------
Total 67,809 22,841
------- -------
Net Deferred Tax Asset Before Valuation Allowance 35,731 59,686
Valuation Allowance for Deferred Tax Assets (2,070) (2,070)
------- -------
Net Deferred Tax Asset After Valuation Allowance $33,661 $57,616
------- -------
</TABLE>
Starting in 1994 and continuing for at least five years, TIC and its life
insurance subsidiaries, including the Company, has filed, and will file, a
consolidated federal income tax return. Federal income taxes are allocated
to each member on a separate return basis adjusted for credits and other
amounts required by the consolidation process. Any resulting liability has
been, and will be, paid currently to TIC. Any credits for losses have been,
and will be, paid by TIC to the extent that such credits are for tax
benefits that have been utilized in the consolidated federal income tax
return.
A net deferred tax asset valuation allowance of $2.1 million has been
established to reduce the deferred tax asset on investment losses to the
amount that, based upon available evidence, is more likely than not to be
realized. Reversal of the valuation allowance is contingent upon the
recognition of future capital gains in the Company's consolidated life
insurance company federal income tax return through 1998, and if
life/non-life consolidation is elected in 1999, the consolidated federal
income tax return of Travelers Group commencing in 1999, or a change in
circumstances which causes the recognition of the benefits to become more
likely than not. There was no change in the valuation allowance during
1997. The initial recognition of any benefit provided by the reversal of
the valuation allowance will be recognized by reducing goodwill.
In management's judgment, the $33.7 million "net deferred tax asset after
valuation allowance" as of December 31, 1997, is fully recoverable against
expected future years' taxable ordinary income and capital gains. At
December 31, 1997, the Company has no ordinary or capital loss
carryforwards.
The "policyholders surplus account", which arose under prior tax law, is
generally that portion of the gain from operations that has not been
subjected to tax, plus certain deductions. The balance of this account,
which, under provisions of the Tax Reform Act of 1984, will not increase
after 1983, is estimated to be $2.0 million. This amount has not been
subjected to current income taxes but, under certain conditions that
management considers to be remote, may become subject to income taxes in
future years. At current rates, the maximum amount of such tax (for which
no provision has been made in the financial statements) would be
approximately $700 thousand.
F-16
<PAGE> 67
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
10. NET INVESTMENT INCOME
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
GROSS INVESTMENT INCOME
Fixed maturities $120,900 $113,296 $105,821
Equity securities 704 554 835
Mortgage loans 14,905 18,278 14,974
Real estate held for sale 1,457 3,480 2,476
Other 32,459 19,854 2,537
-------- -------- --------
170,425 155,462 126,643
-------- -------- --------
Investment expenses 1,772 4,136 3,446
-------- -------- --------
Net investment income $168,653 $151,326 $123,197
-------- -------- --------
</TABLE>
11. INVESTMENTS AND INVESTMENT GAINS (LOSSES)
Realized investment gains (losses) for the periods were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
REALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $29,236 $(11,491) $(4,240)
Equity securities 8,385 4,613 6,138
Mortgage loans (8) 1,979 725
Real estate held for sale 2,164 (73) (35)
Other 5,094 (4,641) 16,125
------- -------- -------
Total Realized Investment Gains (Losses) $44,871 $(9,613) $18,713
------- -------- -------
</TABLE>
Changes in net unrealized investment gains (losses) that are included as a
separate component of shareholder's equity were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
UNREALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $34,451 $(23,953) $111,551
Equity securities (2,394) (746) 1,834
Other 23,975 22,431 4,390
------- -------- --------
Total Unrealized Investment Gains (Losses) 56,032 (2,268) 117,775
Related taxes 19,611 (794) 41,221
------- -------- --------
Change in unrealized investment gains (losses) 36,421 (1,474) 76,554
Balance beginning of year 33,856 35,330 (41,224)
------- -------- -------
Balance End of Year $70,277 $33,856 $35,330
------- -------- -------
</TABLE>
F-17
<PAGE> 68
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Fixed Maturities
Proceeds from sales of fixed maturities classified as available for sale
were $856.8 million and $2.1 billion in 1997 and 1996, respectively. Gross
gains of $38.1 million and $8.4 million and gross losses of $8.9 million
and $19.9 million in 1997 and 1996, respectively, were realized on those
sales.
Fair values of investments in fixed maturities are based on quoted market
prices or dealer quotes or, if these are not available, discounted expected
cash flows using market rates commensurate with the credit quality and
maturity of the investment. The fair value of investments for which a
quoted market price or dealer quote are not available amounted to $485.3
million and $360.1 million at December 31, 1997 and 1996, respectively.
The amortized cost and fair values of investments in fixed maturities were
as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 GROSS GROSS
($ in thousands) AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 144,921 $ 8,254 $ (223) $ 152,952
U.S. Treasury securities and
obligations of U.S. Government and
government agencies and authorities 248,081 34,111 (123) 282,069
Obligations of states and political
subdivisions 14,560 392 (2) 14,950
Debt securities issued by foreign
governments 85,367 6,194 (228) 91,333
All other corporate bonds 1,077,211 59,972 (1,387) 1,135,796
Redeemable preferred stock 981 48 (9) 1,020
---------- -------- ------- ----------
Total Available For Sale $1,571,121 $108,971 $(1,972) $1,678,120
========== ======== ======= ==========
</TABLE>
F-18
<PAGE> 69
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1996 GROSS GROSS
($ in thousands) AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $154,788 $ 3,312 $(901) $157,199
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 255,858 16,855 (61) 272,652
Obligations of states and political
subdivisions 16,124 263 (189) 16,198
Debt securities issued by foreign
governments 109,120 3,215 (1,447) 110,888
All other corporate bonds 904,831 28,204 (5,387) 927,648
Redeemable preferred stock 85 - - 85
---------- ------- ------- ----------
Total Available For Sale $1,440,806 $51,849 $(7,985) $1,484,670
========== ======= ======= ==========
</TABLE>
The amortized cost and fair value of fixed maturities available for sale at
December 31, 1997, by contractual maturity, are shown below. Actual
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.
<TABLE>
<CAPTION>
($ in thousands) AMORTIZED FAIR
COST VALUE
<S> <C> <C>
MATURITY:
Due in one year or less $ 17,978 $ 18,312
Due after 1 year through 5 years 211,272 216,191
Due after 5 years through 10 years 381,690 401,338
Due after 10 years 815,260 889,327
---------- ----------
1,426,200 1,525,168
---------- ----------
Mortgage-backed securities 144,921 152,952
---------- ----------
Total Maturity $1,571,121 $1,678,120
========== ==========
</TABLE>
The Company makes significant investments in collateralized mortgage
obligations (CMOs). CMOs typically have high credit quality, offer good
liquidity, and provide a significant advantage in yield and total return
compared to U.S. Treasury securities. The Company's investment strategy is
to purchase CMO tranches which are protected against prepayment risk,
including planned amortization class (PAC) tranches. Prepayment protected
tranches are preferred because they provide stable cash flows in a variety
of interest rate scenarios. The Company does invest in other types of CMO
tranches if a careful assessment indicates a favorable risk/return
tradeoff. The Company does not purchase residual interests in CMOs.
F-19
<PAGE> 70
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
At December 31, 1997 and 1996, the Company held CMOs with a market value of
$122.8 million and $126.3 million, respectively. The Company's CMO holdings
were 97.5% and 97.6% collateralized by GNMA, FNMA or FHLMC securities at
December 31, 1997 and 1996, respectively.
Equity Securities
The cost and market values of investments in equity securities were as
follows:
<TABLE>
<CAPTION>
EQUITY SECURITIES: GROSS GROSS
($ in thousands) UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---- ----- ------ ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Common stocks $ 3,318 $ 583 $ (70) $ 3,831
Non-redeemable preferred stocks 11,774 931 (247) 12,458
------- ------ ----- -------
Total Equity Securities $15,092 $1,514 $(317) $16,289
------- ------ ----- -------
DECEMBER 31, 1996
Common stocks $ 2,722 $3,441 $(163) $ 6,000
Non-redeemable preferred stocks 9,674 323 (95) 9,902
------- ------ ----- -------
Total Equity Securities $12,396 $3,764 $(258) $15,902
------- ------ ------ -------
</TABLE>
Proceeds from sales of equity securities were $12.4 million and $20.3
million in 1997 and 1996, respectively. Gross gains of $8.6 million and
$4.7 million and gross losses of $172 thousand and $155 thousand in 1997
and 1996, respectively, were realized on those sales.
Mortgage Loans and Real Estate Held For Sale
Underperforming assets include delinquent mortgage loans, loans in the
process of foreclosure, foreclosed loans and loans modified at interest
rates below market.
At December 31, 1997 and 1996, the Company's mortgage loan portfolios and
real estate held for sale consisted of the following:
<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----
<S> <C> <C>
Current Mortgage Loans $ 160,247 $128,292
Underperforming Mortgage Loans - 148
--------- --------
Total 160,247 128,440
--------- --------
Real Estate Held For Sale - 10,111
--------- --------
Total $ 160,247 $138,551
--------- --------
</TABLE>
F-20
<PAGE> 71
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Aggregate annual maturities on mortgage loans at December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
($ in thousands)
<S> <C>
Past Maturity $ -
1998 5,108
1999 8,773
2000 8,920
2001 11,352
2002 17,986
Thereafter 108,108
--------
Total $160,247
========
</TABLE>
Joint Venture
In October 1997, TIC and Tishman Speyer Properties (Tishman), a worldwide
real estate owner, developer and manager, formed a joint real estate
venture with an initial equity commitment of $792 million. TIC and certain
of its affiliates committed $420 million in real estate equity and $100
million in cash while Tishman committed $272 million in properties and
cash. Both companies are serving as asset managers for the venture and
Tishman is primarily responsible for the venture's real estate acquisition
and development efforts. The Company's investment in the joint venture
totaled $54.8 million at December 31, 1997.
Concentrations
At December 31, 1997 and 1996, the Company had investments of $50.8 million
and $75.1 million in the State of Israel, respectively. Additionally, in
1996 the Company had $40.6 million in Merrill Lynch Trust Series 45.
The Company participates in a short-term investment pool maintained by an
affiliate. See Note 8.
Included in fixed maturities are below investment grade assets totaling
$76.7 million and $81.7 million at December 31, 1997 and 1996,
respectively. The Company defines its below investment grade assets as
those securities rated "Ba1" or below by external rating agencies, or the
equivalent by internal analysts when a public rating does not exist. Such
assets include publicly traded below investment grade bonds and certain
other privately issued bonds that are classified as below investment grade
bonds.
The Company also had concentrations of investments, primarily fixed
maturities, in the following industries:
<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----
<S> <C> <C>
Transportation $138,903 $ 86,819
Banking 130,966 71,506
Electric utilities 106,724 76,426
------- ------
</TABLE>
Below investment grade assets included in the preceding table were not
significant.
F-21
<PAGE> 72
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Concentrations of mortgage loans by property type at December 31, 1997 and
1996 were as follows:
<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----
<S> <C> <C>
Agricultural $62,463 $49,801
Office 47,453 35,333
Retail 23,214 21,924
------ ------
</TABLE>
The Company monitors creditworthiness of counterparties to all financial
instruments by using controls that include credit approvals, limits and
other monitoring procedures. Collateral for fixed maturities often includes
pledges of assets, including stock and other assets, guarantees and letters
of credit. The Company's underwriting standards with respect to new
mortgage loans generally require loan to value ratios of 75% or less at the
time of mortgage origination.
Non-Income Producing Investments
Investments included in the balance sheets that were non-income producing
for the preceding 12 months were insignificant.
Restructured Investments
The Company had mortgage loan and debt securities which were restructured
at below market terms totaling approximately $1.0 million at December 31,
1996. The new terms typically defer a portion of contract interest payments
to varying future periods. The accrual of interest is suspended on all
restructured assets, and interest income is reported only as payment is
received. Gross interest income on restructured assets that would have been
recorded in accordance with the original terms of such assets was
insignificant. Interest on these assets, included in net investment income
was insignificant.
12. LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES
At December 31, 1997, the Company had $1.8 million of life and annuity
deposit funds and reserves. Of that total, $1.5 million were not subject to
discretionary withdrawal based on contract terms. The remaining $.3 million
were life and annuity products that were subject to discretionary
withdrawal by the contractholders. Included in the amount that is subject
to discretionary withdrawal were $.2 million of liabilities that are
surrenderable with market value adjustments. An additional $.1 million of
the life insurance and individual annuity liabilities are subject to
discretionary withdrawals with an average surrender charge of 4.8%. The
life insurance risks would have to be underwritten again if transferred to
another carrier, which is considered a significant deterrent for long-term
policyholders. Insurance liabilities that are surrendered or withdrawn from
the Company are reduced by outstanding policy loans and related accrued
interest prior to payout.
F-22
<PAGE> 73
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
13. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
The following table reconciles net income to net cash provided by (used in)
operating activities:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
---- ---- ----
($ in thousands)
<S> <C> <C> <C>
Net Income From Continuing Operations $71,372 $ 25,791 $ 28,917
Adjustments to reconcile net income to cash provided by
operating activities:
Realized (gains) losses (44,871) 9,613 (18,713)
Deferred federal income taxes 4,344 (15,665) 11,964
Amortization of deferred policy acquisition costs and
value of insurance in force 6,036 3,286 1,563
Additions to deferred policy acquisition costs (56,975) (20,753) (3,109)
Investment income accrued 908 1,308 (819)
Premium balances receivable (3,450) (3,561) (2,277)
Insurance reserves and accrued expenses 3,981 (16,459) (20,081)
Other 26,673 (13,419) (46,076)
------ -------- --------
Net cash provided by (used in) operations $8,018 $(29,859) $(48,631)
------ -------- --------
</TABLE>
14. NON-CASH INVESTING AND FINANCING ACTIVITIES
There were no significant non-cash investing and financing activities for
1997, 1996 and 1995.
F-23
<PAGE> 74
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) The financial statements of the Registrant will not be provided
since the Registrant will have no assets as of the effective date of
the Registrant Statement.
The financial statements of The Travelers Life and Annuity Company
and the report of Independent Accountants, are contained in the
Prospectus. The financial statements of The Travelers Life and
Annuity Company include:
Statements of Income and Retained Earnings for the years ended
December 31, 1997, 1996 and 1995
Balance Sheets as of December 31, 1997 and 1996
Statements of Cash Flows for the years ended December 31, 1997,
1996 and 1995
Notes to Financial Statements
(b) Exhibits
1. Resolution of The Travelers Life and Annuity Company Board of
Directors authorizing the establishment of the Registrant.
(Incorporated herein by reference to Exhibit 1 to the Registration
Statement on Form N-4, filed July 9, 1998.)
2. Not Applicable.
3(a). Form of Distribution and Principal Underwriting Agreement among the
Registrant, The Travelers Life and Annuity Company and CFBDS, Inc.
3(b). Form of Selling Agreement. (Incorporated herein by reference to
Exhibit 3(b) to the Registration Statement on Form N-4, File No.
333-40191, filed June 10, 1998.)
4. Variable Annuity Contract.
5. Application.
6(a). Charter of The Travelers Life and Annuity Company, as amended on
April 10, 1990. (Incorporated herein by reference to Exhibit 6(a)
to the Registration Statement on Form N-4, File No. 333-40191, filed
November 13, 1998.)
6(b). By-Laws of The Travelers Life and Annuity Company, as amended on
October 20, 1994. (Incorporated herein by reference to Exhibit 6(b)
to the Registration Statement on Form N-4, File No. 333-40191, filed
November 13, 1998.)
9. Opinion of Counsel as to the legality of securities being
registered. (Incorporated herein by reference to Exhibit 9 to the
Registration Statement on Form N-4, filed July 9, 1998.)
10. Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
13. Computation of Total Return Calculations - Standardized and
Non-Standardized.
<PAGE> 75
15. Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
as signatory for Michael A. Carpenter, Jay S. Benet, George C.
Kokulis, Robert I. Lipp, Ian R. Stuart, Katherine M. Sullivan and
Marc P. Weill. (Incorporated herein by reference to Exhibit 15 to
the Registration Statement on Form N-4, filed July 9, 1998.)
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Insurance Company
- -------------------------- ----------------------
<S> <C>
Michael A. Carpenter* Director, Chairman of the Board
President and Chief Executive Officer
Jay S. Benet* Director and Senior Vice President
George C. Kokulis* Director and Senior Vice President
Robert I. Lipp* Director
Ian R. Stuart* Director, Senior Vice President,
Chief Financial Officer, Chief
Accounting Officer and Controller
Katherine M. Sullivan* Director and Senior Vice President
and General Counsel
Marc P. Weill*** Director and Senior Vice President
Stuart Baritz** Senior Vice President
Jay S. Fishman* Senior Vice President
Elizabeth C. Georgakopoulos* Senior Vice President
Barry Jacobson* Senior Vice President
Russell H. Johnson* Senior Vice President
Warren H. May* Senior Vice President
Christine M. Modie* Senior Vice President
David A. Tyson* Senior Vice President
F. Denney Voss* Senior Vice President
Paula Burton* Vice President
Virginia M. Meany* Vice President
Ambrose J. Murphy* Deputy General Counsel
Selig Ehrlich* Vice President and Actuary
Donald R. Munson, Jr.* Second Vice President
Ernest J. Wright* Vice President and Secretary
Kathleen A. McGah* Assistant Secretary and Counsel
<CAPTION>
Principal Business Address:
<S> <C>
* The Travelers Life and Annuity Company *** Travelers Group Inc.
One Tower Square 399 Park Avenue
Hartford, CT 06183 New York, N.Y. 10043
** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
Incorporated herein by reference to Item 26 to Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4, File No. 33-58131
filed April 10, 1998.
<PAGE> 76
Item 27. Number of Contract Owners
Not applicable.
Item 28. Indemnification
Section 33-770 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 33-770 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.
Citigroup 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> 77
Item 29. Principal Underwriter
(a) CFBDS, Inc.
21 Milk Street
Boston, MA 02109
CFBDS, Inc. also serves as principal underwriter for the following :
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 BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund BD IV for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Life Insurance
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account PF II for Variable Annuities
The Travelers Separate Account TM for Variable Annuities
The Travelers Separate Account TM II for Variable Annuities
The Travelers Separate Account Five for Variable Annuities
The Travelers Separate Account Seven for Variable Annuities
The Travelers Separate Account Eight for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Two
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Four
CitiFunds Trust I
CitiFunds Trust II
CitiFunds Trust III
CitiFunds International Trust
CitiFunds Fixed Income Trust
CitiFunds Tax Free Income Trust
CitiFunds Tax Free Reserves
CitiFunds Multi-State Tax Free Trust
CitiFunds Premium Trust
CitiFunds Institutional Trust
CitiVariable Annuity
CitiVariable Annuity Plus
Variable Annuity Portfolios
The Premium Portfolios
Asset Allocation Portfolios
Cash Reserve Portfolio
Tax Free Reserves Portfolio
U.S. Treasury Reserves Portfolio
<PAGE> 78
CONCERT INVESTMENT SERIES:
Emerging Growth Fund
Government Fund
Growth and Income Fund
International Equity Fund
Municipal Fund
CONSULTING GROUP CAPITAL MARKETS FUNDS:
Balanced Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
GREENWICH STREET SERIES FUND:
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio (Class I)
Equity Income Portfolio (Class II)
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
SMITH BARNEY AGGRESSIVE GROWTH FUND INC.
SMITH BARNEY APPRECIATION FUND
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC.
SMITH BARNEY CONCERT ALLOCATION SERIES INC.:
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Global Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Growth Portfolio
Select High Growth Portfolio
Select Income Portfolio
SMITH BARNEY EQUITY FUNDS:
Concert Social Awareness Fund
Smith Barney Large Cap Blend Fund
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
<PAGE> 79
SMITH BARNEY FUNDS, INC.:
Large Cap Value Fund
Short-Term High Grade Bond Fund
U.S. Government Securities Fund
SMITH BARNEY INCOME FUNDS:
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney High Income Fund
Smith Barney Municipal High Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Total Return Bond Fund
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.:
Cash Portfolio
Government Portfolio
Municipal Portfolio
SMITH BARNEY INVESTMENT FUNDS INC.:
Concert Peachtree Growth Fund
Smith Barney Contrarian Fund
Smith Barney Government Securities Fund
Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Hansberger Global Value Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Special Equities Fund
SMITH BARNEY INVESTMENT TRUST:
Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Large Cap Capitalization Growth Fund
Smith Barney S&P 500 Index Fund
Smith Barney Mid Cap Blend Fund
SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
SMITH BARNEY MONEY FUNDS, INC.:
Cash Portfolio
Government Portfolio
Retirement Portfolio
SMITH BARNEY MUNI FUNDS:
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
SMITH BARNEY MUNICIPALS MONEY MARKET FUND, INC.
SMITH BARNEY NATURAL RESOURCES FUND INC.
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY PRINCIPAL RETURN FUND:
Zeros Plus Emerging Growth Series 2000
Smith Barney Security and Growth Fund
SMITH BARNEY SMALL CAP BLEND FUND, INC.
SMITH BARNEY TELECOMMUNICATIONS TRUST:
Smith Barney Telecommunications Income Fund
<PAGE> 80
SMITH BARNEY VARIABLE ACCOUNT FUNDS:
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
SMITH BARNEY WORLD FUNDS, INC.:
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
TRAVELERS SERIES FUND INC.:
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise Portfolio
CENTURION FUNDS, INC.:
Centurion Tax-Managed U.S. Equity Fund
Centurion Tax-Managed International Equity Fund
Centurion U.S. Protection Fund
Centurion International Protection Fund
AMERICAN ODYSSEY FUNDS:
Global High-Yield Bond Fund
International Equity Fund
Emerging Opportunities Fund
Core Equity Fund
Long-Term Bond Fund
Intermediate-Term Bond Fund
SALOMON BROTHERS VARIABLE SERIES FUND:
Salomon Brothers Total Return Fund
Salomon Brothers Capital Fund
Salomon Brothers High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Strategic Bond Fund
<PAGE> 81
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
Phillip W. Coolidge Chairman of the Board, Director
Chief Executive Officer, and President
Linda T. Gibson Secretary
Molly S. Mugler Assistant Secretary
Linwood C. Downs Treasurer
John R. Elder Assistant Treasurer
Susan Jakuboski Assistant Treasurer
Donald S. Chadwick Director
Robert G. Davidoff Director
Leeds Hackett Director
Laurence E. Levine Director
</TABLE>
* Principal business address: 21 Milk Street, Boston, MA 02109
(c) Not Applicable
Item 30. Location of Accounts and Records
(1) The Travelers Life and Annuity 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; and
(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.
The Company hereby represents:
(a). That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the
Company.
<PAGE> 82
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Pre-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf in the City of Hartford, State
of Connecticut, on November 3, 1998.
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
(Registrant)
THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)
By: *IAN R. STUART
---------------------------------------
Ian R. Stuart
Senior Vice President, Chief Financial
Officer, Chief Accounting Office and
Controller
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on November 3, 1998.
<TABLE>
<S> <C>
*MICHAEL A. CARPENTER Director, Chairman of the Board, President
- ------------------------------------------- and Chief Executive Officer
(Michael A. Carpenter)
*JAY S. BENET Director and Senior Vice President
- -------------------------------------------
(Jay S. Benet)
*GEORGE C. KOKULIS Director and Senior Vice President
- -------------------------------------------
(George C. Kokulis
*ROBERT I. LIPP Director
- -------------------------------------------
(Robert I. Lipp)
*IAN R. STUART Director, Senior Vice President and
- ------------------------------------------- Chief Financial Officer,
(Ian R. Stuart)
*KATHERINE M. SULLIVAN Director, Senior Vice President and
- ------------------------------------------- General Counsel
(Katherine M. Sullivan)
*MARC P. WEILL Director
- -------------------------------------------
(Marc P. Weill)
</TABLE>
*By: /s/ Ernest J. Wright, Attorney-in-Fact
<PAGE> 83
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --------- ----------- ----------------
<S> <C> <C>
1 Resolution of The Travelers Life and Annuity Company Board
of Directors authorizing the establishment of the Registrant.
(Incorporated herein by reference to Exhibit 1 to the Registration
Statement on Form N-4, filed July 9, 1998.)
3(a) Form of Distribution and Principal Underwriting Agreement among Electronically
the Registrant, The Travelers Life and Annuity Company and
CFBDS, Inc.
3(b) Form of Selling Agreement. (Incorporated herein by reference
to Exhibit 3(b) to the Registration Statement on Form N-4,
File No. 333-40191, filed June 10, 1998.)
4 Form of Variable Annuity Contract. Electronically
5 Application. Electronically
6(a) Charter of The Travelers Life and Annuity Company, as amended
on April 10, 1990. (Incorporated herein by reference to
Exhibit 6(a) to the Registration Statement on Form N-4,
File No. 333-40191, filed November 13, 1998.)
6(b) By-Laws of The Travelers Life and Annuity Company, as amended
on October 20, 1994. (Incorporated herein by reference to
Exhibit 6(a) to the Registration Statement on Form N-4,
File No. 333-40191, filed November 13, 1998.)
9 Opinion of Counsel as to the legality of securities being
registered by Registrant. (Incorporated herein by reference to
Exhibit 9 to the Registration Statement on Form N-4,
filed July 9, 1998.)
10 Consent of KPMG Peat Marwick LLP, Independent Electronically
Certified Public Accountants.
13 Schedule for Computation of Total Return Electronically
Calculations - Standardized and Non-Standardized.
15 Powers of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Michael A. Carpenter,
Jay S. Benet, George C. Kokulis, Robert I. Lipp, Ian R.
Stuart, Katherine M. Sullivan and Marc P. Weill.
(Incorporated herein by reference to Exhibit 15 to the Registration
Statement on Form N-4, filed July 9, 1998.)
</TABLE>
<PAGE> 1
EXHIBIT 3(a)
DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT
THIS AGREEMENT is made this 8th day of October, 1998, by and among The
Travelers Life and Annuity Company ("TLAC"), a Connecticut stock insurance
company, with its principal offices in Hartford, Connecticut and each of the
investment companies as set forth in Schedule A attached hereto, as the same
may be amended from time to time, each acting on its own behalf and not on
behalf of any other investment company and each being solely responsible for
its obligations, (each, a "Separate Account" and collectively, the "Separate
Accounts"), each of which is a registered, open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
of TLAC established pursuant to Connecticut State Insurance Law with its
principal offices in Hartford. Connecticut, and CFBDS, Inc. (the "Distributor")
a Massachusetts general business corporation.
WHEREAS, the Distributor is engaged principally in the business of
distributing variable insurance products and investment company shares, is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and is a member of the National Association of
Securities Dealers, Inc. ("NASD");
WHEREAS, TLAC and each Separate Account have registered variable
annuity contracts (the "Contracts") under the Securities Act of 1933, as
amended (the "1933 Act"), and desire to retain the Distributor to distribute
the Contracts and the Distributor is willing to distribute the Contracts in the
manner and on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, TLAC, each Separate Account, and the Distributor
hereby agree as follows:
1. Definitions. The terms "affiliated person," "assignment,"
"interested person," and "majority of the outstanding voting securities," when
used in this Agreement, shall have the respective meanings specified under the
1940 Act and rules thereunder. In addition, the term "representative," when used
in this Agreement shall have the meaning specified under the 1934 Act and rules
thereunder.
2. Distribution and Principal Underwriting of the Contracts.
(a) Right to Distribute Contracts. TLAC and each Separate
Account hereby grant to the Distributor the exclusive right, subject to the
requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set
forth herein, to act as agent for distribution of the Contracts and as
principal underwriter during the term of this Agreement. The Distributor shall
at all times function as and be deemed to be an independent contractor and
nothing herein contained shall constitute the Distributor or its agents,
officers, or employees as agents, officers, or employees of TLAC solely by
virtue of their activities in connection with the sale of the Contracts
hereunder. The Distributor will use its best efforts to distribute the
Contracts in accordance with applicable laws, including the rules of the NASD.
<PAGE> 2
TLAC and each Separate Account hereby authorize the Distributor
to enter into written sales or service agreements, on such terms and conditions
as the Distributor may determine are consistent with this Agreement, with
broker-dealers that are registered under the 1934 Act and are members of the
NASD and who agree to distribute the Contracts. Distributor shall not be
obligated or authorized to make retail sales to the public.
(b) Limits on Authority. This Agreement notwithstanding, TLAC
retains the ultimate right to control the sale of the Contracts, including the
right to suspend sales in any jurisdiction or jurisdictions, to appoint and
discharge agents of TLAC, or to refuse to sell a Contract to any applicant for
any reason whatsoever. Furthermore, the Distributor and its representatives
shall not have authority, on behalf of TLAC: to make, alter, or discharge any
Contract or other variable contract entered into pursuant to a Contract; to
waive any Contract forfeiture provision; to extend the time of paying any
premium, or to receive any monies or premiums. The Distributor shall not
expend, nor contract for the expenditure of, the funds of TLAC. The Distributor
shall not possess or exercise any authority on behalf of TLAC other than that
expressly conferred on the Distributor by this Agreement.
(c). Registration; Compliance with NASD Conduct Rules. To the
extent necessary to distribute the Contracts, the Distributor shall be duly
registered or otherwise qualified under all applicable securities laws of any
state or other jurisdiction in which the Distributor is licensed or otherwise
authorized to distribute the Contracts, if required. The Distributor shall be
responsible for the training, supervision, and control of its representatives
for the purpose of the NASD Conduct Rules and all applicable federal and state
securities law requirements.
(d) Representations and Warranties of the Distributor. The
Distributor represents and warrants to TLAC that the Distributor is, and during
the term of this Agreement shall remain, registered as a broker-dealer under
the 1934 Act, admitted as a member with the NASD, and duly registered under
applicable state securities laws, and that the Distributor is and shall remain
during the term of this Agreement in compliance with Section 9(a) of the 1940
Act.
(e) Marketing Materials; Preparation and Filing. TLAC shall
design and develop all promotional, sales, and advertising material relating to
the Contracts and any other marketing-related documents for use in the sale of
the Contracts, subject to review and approval by Distributor of such material
and documents in accordance with Section 2210 of the NASD Conduct Rules. The
Distributor shall be responsible for filing such material with the NASD and any
state securities regulatory authorities requiring such filings. TLAC shall be
responsible for filing all promotional, sales, or advertising material, as
required, with any state insurance regulatory authorities. TLAC shall be
responsible for preparing the Contract forms and filing them with applicable
state insurance regulatory authorities, and for preparing the prospectuses and
registration statements for the Contracts and filing them with the Securities
and Exchange Commission (the "SEC") and state regulatory authorities, to the
extent required. The parties shall notify each other expeditiously of any
comments provided by the SEC, NASD, or any securities or insurance regulatory
authority on such material, and will cooperate expeditiously in resolving and
implementing any comments, as applicable.
2
<PAGE> 3
3. Books and Records.
(a) TLAC, each Separate Account, and the Distributor shall cause
to be maintained and preserved all books of account and related financial
records as are required by the 1934 Act, the NASD, and any other applicable laws
and regulations. These books and records as to all transactions hereunder shall
be maintained so as to disclose clearly and accurately the nature and details of
the transactions. All the books and records maintained by TLAC on behalf of the
Distributor, or by any person on behalf of TLAC, or by the Distributor directly,
in connection with the offer and sale of the Contracts, shall be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the
1934 Act or the corresponding provisions of any future federal securities laws
or regulations. All such books and records shall be maintained and held by TLAC
or by any person on behalf of TLAC on behalf of and as agent for the
Distributor, whose property they are and shall remain. Such books and records
shall be at all times subject to inspection by the SEC in accordance with
Section 17(a) of the 1934 Act. TLAC shall have access to all records maintained
in connection with the Contracts.
(b) TLAC, as agent for the Distributor, shall confirm to each
purchaser of a Contract, in accordance with Rule 10b-10 under the 1934 Act,
acceptance of premiums and such other transactions as are required by and in
accordance with Rule 10b-10 and administrative interpretations thereunder.
4. Reports.
(a) The Distributor shall cause TLAC and each Separate Account
to be furnished with such reports as either or both may reasonably request for
the purpose of meeting reporting and record keeping requirements under the 1933
Act, the 1934 Act, and the 1940 Act and rules thereunder, as well as the
insurance laws of the State of Connecticut and any other applicable states or
jurisdictions.
(b) The Distributor and TLAC shall submit to all regulatory and
administrative bodies having jurisdiction over the present and future operations
of each Separate Account, any information, reports, or other material which any
such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations.
5. Maintaining Registration and Approvals. TLAC shall be responsible
for maintaining the registration of the Contracts with the SEC and any state
securities regulatory authority with which such registration is required, and
for gaining and maintaining approval of the Contract forms where required under
the insurance laws and regulations of each state or other jurisdiction in which
the Contracts are to be offered.
6. Issuance and Administration of Contracts. TLAC shall be
responsible for issuing the Contracts and administering the Contracts and each
Separate Account and a Travelers affiliated broker-dealer shall have full
responsibility for the securities activities of all persons employed by TLAC,
engaged directly or indirectly in the Contract operations, and for the training,
supervision, and control of such persons to the extent of such activities.
3
<PAGE> 4
7. Non-Exclusivity. TLAC and each Separate Account agree that the
services to be provided by the Distributor hereunder are not to be deemed
exclusive and the Distributor is free to act as distributor of other variable
insurance products or investment company shares.
8. Affiliated Persons. It is understood that any Contract owner or
agent of each Separate Account may be a Contract owner, shareholder, director,
officer, employee, or agent of, or be otherwise interested in, the Distributor,
any affiliated person of the Distributor, any organization in which the
Distributor may have an interest or any organization which may have an interest
in the Distributor; that the Distributor, any such affiliated person, or any
such organization may have an interest in each Separate Account and that the
existence of any such dual interest shall not affect the validity hereof or any
transaction thereunder except as may otherwise be provided in the articles of
organization or by-laws of the Distributor or by specific provisions of
applicable law.
9. Indemnification.
(a) By TLAC. TLAC on its behalf and on behalf of each Separate
Account shall indemnify and hold harmless the Distributor and any officer,
director, or employee of the Distributor against any and all losses, claims,
damages, or liabilities, joint or several (including any investigative, legal,
and other expenses reasonably incurred in connection with, and any amounts paid
in settlement of, any action, suit, or proceeding or any claim asserted), to
which the Distributor and/or any such person may become subject, under any
statute or regulation, any NASD rule or interpretation, at common law or
otherwise, insofar as such losses, claims, damages, or liabilities:
(i) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, in light of the circumstances in which they
were made, contained in any registration statement or in any prospectus for the
Contracts; provided that TLAC shall not be liable in any such case to the extent
that such loss, claim, damage, or liability arises out of, or is based upon, an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon information furnished in writing to TLAC by the
Distributor specifically for use in the preparation of any such registration
statement or any amendment thereof or supplement thereto; or
(ii) result from any breach by TLAC of any provision of
this Agreement.
This indemnification agreement shall be in addition to any liability that TLAC
may otherwise have; provided, however, that no person shall be entitled to
indemnification pursuant to this provision if such loss, claim, damage, or
liability is due to the willful misfeasance, bad faith, gross negligence, or
reckless disregard of duty by the person seeking indemnification.
(b) By The Distributor. The Distributor shall indemnify and hold
harmless TLAC on its behalf and on behalf of each Separate Account and any
officer, director, or employee of TLAC or each Separate Account against any and
all losses, claims, damages, or
4
<PAGE> 5
liabilities, joint or several (including any investigative, legal, and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit, or proceeding or any claim asserted), to which
TLAC and/or any such person may become subject under any statute or regulation,
any NASD rule or interpretation, at common law or otherwise, insofar as such
losses, claims, damages, or liabilities:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, in light of the circumstances in
which they were made, contained in any registration statement or in any
prospectus for the Contracts; in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon information furnished in writing by
the Distributor to TLAC specifically for use in the preparation of any such
registration statement or any amendment thereof or supplement thereto; or
(ii) result from any breach by the Distributor of any
provision of this Agreement; or
(iii) result from the Distributor's own misconduct or
negligence.
This indemnification agreement shall be in addition to any liability that the
Distributor may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss, claim,
damage, or liability is due to the willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty by the person seeking indemnification.
(c) General. Promptly after receipt by a party entitled to
indemnification ("indemnified person") under this Paragraph 9 of notice of the
commencement of any action as to which a claim will be made against any person
obligated to provide indemnification under this Paragraph 9 ("indemnifying
party"), such indemnified person shall notify the indemnifying party in writing
of the commencement thereof as soon as practicable thereafter, but failure to so
notify the indemnifying party shall not relieve the indemnifying party from any
liability which it may have to the indemnified person otherwise than on account
of this Paragraph 9. The indemnifying party will be entitled to participate in
the defense of the indemnified person but such participation will not relieve
such indemnifying party of the obligation to reimburse the indemnified person
for reasonable legal and other expenses incurred by such indemnified person in
defending himself or itself.
The indemnification provisions contained in this Paragraph 9 shall
remain operative in full force and effect, regardless of any termination of this
Agreement. A successor by law of the Distributor or TLAC, as the case may be,
shall be entitled to the benefits of the indemnification provisions contained in
this Paragraph 9.
10. Regulation. This Agreement shall be subject to the provisions of
the 1933 Act, the 1934 Act, and the 1940 Act and the rules, regulation, and
rulings thereunder, and of the NASD, as in effect from time to time, including
such exemptions and other relief as the SEC, its
5
<PAGE> 6
staff, or the NASD may grant, and the terms hereof shall be interpreted and
construed in accordance therewith.
11. Investigation and Proceedings.
(a) Each party hereto shall advise the other promptly of (i) any
action of the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualification of each Separate Account and
the Contracts, or the right to offer the Contracts for sale, and (ii) the
happenings of any event that makes untrue any statement or which requires the
making of any change, in the registration statement or prospectus for the
Contracts in order to make the statements therein not misleading.
(b) TLAC, each Separate Account, and the Distributor agree to
cooperate fully in any regulatory inspection, inquiry, investigation, or
proceeding or any judicial proceeding with respect to TLAC, each Separate
Account, or the Distributor, their affiliates and their representatives to the
extent that such inspection, inquiry, investigation, or proceeding is in
connection with the Contracts distributed under this Agreement.
12. Duration and Termination of the Agreement.
(a) This Agreement shall become effective with respect to the
Contracts as of the date first written above, and shall continue in full force
and effect until termination or expiration. This Agreement may be amended at any
time by mutual agreement of the parties hereto.
(b) This Agreement shall continue in effect for two years from
the date of its execution, and thereafter from year to year, but only so long as
such continuance is specifically approved at least annually by (i) each Separate
Account's Board of Managers (the "Board"), or by a vote of the majority of the
outstanding voting securities of each Separate Account, and (ii) a vote of a
majority of those members of the Board who are not parties to this Agreement nor
interested persons of such parties, cast in person at a meeting called for the
purpose of voting on such approval.
(c) This Agreement may be terminated at any time for any reason
by either party upon 60 days' written notice to the other party, without payment
of any penalty. This Agreement may be terminated immediately at the option of
either party to this Agreement upon the other party's material breach of any
provision of this Agreement, unless such breach has been cured within 10 days
after receipt of notice from the non-breaching party of such breach.
(d) This Agreement shall automatically terminate in the event of
its assignment. (The term "assigned" shall not include any transaction exempted
from Section 15(b)(2) of the 1940 Act).
(e) Upon termination of this Agreement, all authorizations,
rights and obligations shall cease except the obligation to settle accounts,
and the provisions contained in Paragraph 9 regarding indemnification
agreements.
6
<PAGE> 7
13. Rights, Remedies, etc. are Cumulative. The rights, remedies, and
obligations contained in this Agreement are cumulative and are in addition to
any and all rights, remedies, and obligations, at law or in equity, which the
parties hereto are entitled to under state and federal laws. Failure of either
party to insist upon strict compliance with any of the conditions of this
Agreement shall not be construed as a waiver of any of the conditions, but the
same shall remain in full force and effect. No waiver of any of the provisions
of this Agreement shall be deemed, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a continuing
waiver.
14. Interpretation. This Agreement constitutes the whole agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior oral or written understandings, agreements, or negotiations
between the parties with respect to such matter. No prior writing by or between
the parties with respect to the subject matter hereof shall be used by either
party in connection with the interpretation of any provisions of this Agreement.
15. Severability. This is a severable Agreement. In the event that any
provision of this Agreement would require a party to take action prohibited by
applicable federal or state law or prohibit a party from taking action required
by applicable federal or state law, then it is the intention of the parties
hereto that such provision shall be enforced to the extent permitted under the
law, and, in any event, that all other provisions of this Agreement shall remain
valid and duly enforceable as if the provision at issue had never been a part
hereof.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
be deemed one instrument.
17. Notices. All notices and other communications provided for
hereunder shall be in writing and shall be either hand-delivered, transmitted by
registered or certified United States mail with return receipt requested, or by
overnight mail by a nationally recognized courier. All notices shall be
effective upon delivery and shall be addressed as follows:
(a) If to TLAC -
The Travelers Life and Annuity Company
One Tower Square
Hartford, CT 01683
Attention: General Counsel
(b) If to each Separate Account
The Travelers Life and Annuity Company, Separate Account
One Tower Square
Hartford, CT 06183
Attention: General Counsel
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<PAGE> 8
(c) If to the Distributor -
CFBDS, Inc.
21 Milk Street
Boston, MA 02109
Attention:
or to such other address as TLAC, each Separate Account, or the Distributor
shall designate by written notice to the other parties.
18. Miscellaneous. Captions in this Agreement are included for
convenience or reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, The Travelers Life and Annuity Company, each
Separate Account, and the Distributor have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officer
on the day and year first above written.
THE TRAVELERS LIFE AND ANNUITY COMPANY
Attest: By:
----------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
EACH OF THE SEPARATE ACCOUNTS
LISTED ON SCHEDULE A, ATTACHED HERETO.
Attest: By:
----------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
CFBDS, INC.
Attest: By:
----------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
8
<PAGE> 9
SCHEDULE A
TO THE
DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT
LIST OF SEPARATE ACCOUNTS
1. The Travelers Fund VA for Variable Annuities
2. The Travelers Fund BD II for Variable Annuities
3. The Travelers Fund BD IV for Variable Annuities
4. The Travelers Fund ABD II for Variable Annuities
5. The Travelers Separate Account PF II for Variable Annuities
6. The Travelers Separate Account TM II for Variable Annuities
7. The Travelers Separate Account Six for Variable Annuities
8. The Travelers Separate Account Eight for Variable Annuities
9. The Travelers Fund UL II for Variable Life Insurance
10. The Travelers Variable Life Insurance Separate Account One
11. The Travelers Variable Life Insurance Separate Account Two
12. The Travelers Separate Account MGA II
9
<PAGE> 1
THE TRAVELERS LIFE AND ANNUITY COMPANY - ONE TOWER SQUARE - HARTFORD,
CONNECTICUT - 06183
A STOCK COMPANY
Please read Your Contract and all attached forms carefully.
IF YOU HAVE ANY QUESTIONS CONCERNING YOUR CONTRACT, PLEASE CONTACT
US AT [800-842-9406.
RIGHT TO EXAMINE
IF ANY CERTIFICATE IS RETURNED TO US AT OUR OFFICE OR TO OUR AGENT
TO BE CANCELED WITHIN 10 DAYS AFTER ITS DELIVERY TO THE CERTIFICATE
OWNER, WE WILL REFUND TO THE CERTIFICATE OWNER THE FULL AMOUNT OF
ANY PURCHASE PAYMENTS PAID, WITHOUT ADJUSTMENT FOR ANY PREMIUM TAX
OR CERTIFICATE CHARGES PAID, AFTER WE RECEIVE THE REQUEST AT OUR
OFFICE. AFTER THE CERTIFICATE IS RETURNED, IT WILL BE CONSIDERED AS
NEVER IN EFFECT.
This Contract is issued in consideration of the master application.
It is subject to the terms and conditions stated on the attached
pages, and in Certificates issued pursuant to this Contract. It is
made effective as stated in the master application.
Executed at Hartford, Connecticut
/s/ M.A. CARPENTER
President
This is a legal Contract between You and Us. READ YOUR CONTRACT
CAREFULLY.
DEFERRED FLEXIBLE PREMIUM VARIABLE ANNUITY MASTER GROUP
CONTRACT
TAX QUALIFIED
ELECTIVE OPTIONS NON-PARTICIPATING
ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY RELATED CERTIFICATES,
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 Cover Page
Contract Specifications Page 3
Definitions Page 5
Owner, Beneficiary and Annuitant Provisions Page 7
Purchase Payment, Credits and Valuation Provisions Page 8
Death Benefit Provisions Page 10
Settlement Provisions Page 11
General Provisions Page 14
Annuity Tables Page 16
</TABLE>
Any Amendments, Riders or Endorsements follow the Annuity Tables.
The provisions of any rider or endorsement supersede any contrary provisions in
the Contract.
2
<PAGE> 3
================================================================================
CONTRACT SPECIFICATIONS
================================================================================
CONTRACT NUMBER
CONTRACT OWNER [THE TRAVELERS RETIREMENT TRUST FOR VARIABLE ANNUITIES]
CONTRACT DATE
- --------------------------------------------------------------------------------
MINIMUM PURCHASE PAYMENT: $20,000.00 PER CERTIFICATE
MINIMUM SUBSEQUENT PURCHASE PAYMENT: $5,000 PER CERTIFICATE
MAXIMUM PURCHASE PAYMENT: $1,000,000 PER CERTIFICATE UNLESS WE CONSENT TO A
LARGER AMOUNT.
CERTIFICATE FEE: None
WITHDRAWAL CHARGES DEDUCTED ON SURRENDER BEFORE THE MATURITY DATE OF THE
CERTIFICATE:
Prior to the Maturity Date, the Withdrawal Charge is calculated as a percentage
of the Purchase Payments and associated credits withdrawn on a first in, first
out basis. For the purpose of determining the withdrawal charges, the order of
withdrawal will be deemed to be taken first from (a) any Purchase Payments and
associated credits to which no withdrawal charge applies; (b) next from any
remaining free withdrawal amount (as described below) after the reduction by the
amount of (a); (c) next from remaining Purchase Payments and associated credits
(on a first-in, first-out basis); and then (d) from Certificate earnings.
<TABLE>
<CAPTION>
YEARS SINCE PURCHASE PERCENT OF PURCHASE PAYMENTS AND ASSOCIATED CREDITS
PAYMENT WAS MADE (NOT PREVIOUSLY SURRENDERED)
<S> <C>
1 5%
2 4%
3 3%
4 2%
5 1%
6 and thereafter 0%
</TABLE>
Withdrawals prior to or at the Certificate Maturity Date are not subject to
withdrawal charges if:
- - a life Annuity option payment is begun;
- - payments for a period certain of at least 10 years duration are begun;
- - the Annuitant dies;
- - subject to Our approval, withdrawals of a specified amount are taken from
a Certificate to be deposited to other contracts/certificates issued by
Us or Our affiliate. Such withdrawals will be processed upon Our receipt
of a Written Request. The withdrawn amount will be subject to the
provisions of that contract/certificate.
- - Withdrawals are taken under Our managed distribution program then in effect
if elected by the Certificate Owner by a Written Request.
During the first Certificate Year, the Certificate Owner may take withdrawals of
up to 20% of his/her initial Purchase Payment, without imposition of withdrawal
charges. Each Certificate Year thereafter, the Certificate Owner may take
withdrawals of up to 20% of his/her Certificate Value as of the end of the
previous Certificate Year, without imposition of withdrawal charges. This free
withdrawal allowance applies to partial withdrawals of any amount and to full
withdrawals, except those full withdrawals going to annuity contracts issued by
other financial institutions. We reserve the right to modify the free withdrawal
allowance.
TRANSFER CHARGE: $0
We reserve the right to assess a Transfer Charge of up to $10.00 per transfer on
transfers exceeding 12 per year. We will notify the Certificate Owner In Writing
at his/her last known address at least 31 day's prior to the imposition of any
such Transfer Charge.
TERMINATION: We reserve the right to terminate any Certificate when the
Certificate Value is less than $2,000 and no Purchase Payments have been made
for two years.
3
<PAGE> 4
================================================================================
CONTRACT SPECIFICATIONS
================================================================================
THE TRAVELERS SEPARATE ACCOUNT [SIX] FOR VARIABLE ANNUITIES
UNDERLYING FUNDS
<TABLE>
<S> <C>
High Yield Bond Trust The Travelers Series Trust
Managed Assets Trust Equity Income Portfolio
Money Market Portfolio Federated Stock Portfolio
American Odyssey Funds, Inc. Large Cap Portfolio
American Odyssey Core Equity Fund Lazard International Stock Portfolio
American Odyssey Emerging Opportunities Fund MFS Mid Cap Growth Portfolio
American Odyssey Global High-Yield Bond Fund MFS Research Portfolio
American Odyssey Intermediate-Term Bond Fund Social Awareness Stock Portfolio
American Odyssey International Equity Fund Strategic Stock Portfolio
American Odyssey Long-Term Bond Fund Disciplined Mid Cap Stock Portfolio
Delaware Group Premium Fund, Inc. Disciplined Small Cap Stock Portfolio
REIT Series Travelers Quality Bond Portfolio
Small Cap Value Series U.S. Government Securities Portfolio
Dreyfus Variable Investment Fund Utilities Portfolio
Capital Appreciation Portfolio Travelers Series Fund, Inc.
Small Cap Portfolio Alliance Growth Portfolio
OCC Accumulation Trust MFS Total Return Portfolio
Equity Portfolio Putnam Diversified Income Portfolio
Salomon Brothers Variable Series Funds, Inc. Smith Barney High Income Portfolio
Salomon Brothers Variable Capital Fund Smith Barney International Equity Portfolio
Salomon Brothers Variable Investors Fund Smith Barney Large Capitalization Growth Portfolio
Salomon Brothers Variable Total Return Fund Warburg Pincus Trust
Strong Variable Insurance Funds, Inc. Emerging Markets Portfolio
Strong Schafer Value Fund II Greenwich Street Series Fund
The Montgomery Funds III Equity Index Portfolio Class II
Montgomery Variable Series: Growth Fund
</TABLE>
FUNDING OPTION DEDUCTIONS
The annual mortality and expense risk deduction is [.80%] for all funds listed
above and is deducted on a pro rata basis from all Underlying Funds in the
Certificate Owner's Accounts. This amounts to a daily deduction of .00002192 per
fund.
ASSUMED NET INVESTMENT FACTOR
Upon each partial or full annuitization, the Certificate Owner may select one of
the Assumed Net Investment Factors shown below:
A. The Assumed Net Investment Factor is 1.000081 for all Underlying Funds. When
expressed on an annual basis this equals 3%.
B. The Assumed Net Investment Factor is 1.000134 for all Underlying Funds. When
expressed on an annual basis this equals 5%.
4
<PAGE> 5
================================================================================
DEFINITIONS
================================================================================
ACCUMULATION UNIT - an accounting unit of measure used to calculate the value of
a Certificate before Annuity payments begin.
AGE - age last birthday.
ANNUITANT - the person on whose life the Maturity Date and Annuity payments
depend.
ANNUITY UNIT - an accounting unit of measure used to calculate the amount of
Annuity Payments.
CERTIFICATE - the individual Certificate provided to the Certificate Owner,
which describes the benefits, rights and obligations of the Certificate Owner
and Us.
CERTIFICATE DATE - the date on which a Certificate is issued.
CERTIFICATE OWNER - a person who participates under this Contract and is given a
Certificate.
CERTIFICATE YEAR(s) - the twelve month period(s) beginning with the Certificate
Date.
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 and related
Certificates.
CONTRACT - a Contract which describes the benefits, rights and obligations of
the Owner and Us.
CONTRACT DATE - the date shown on the Contract Specifications page on which the
Contract is issued.
CONTRACT OWNER - the party indicated in the Contract Specifications or any party
subsequently named.
CONTRACT YEARS - twelve month periods beginning with the Contract Date.
DEATH REPORT DATE - the Valuation Date coincident with or next following the day
on which We have received 1) Due Proof of Death and 2) a Written Request for an
election of a single sum payment or an alternate Settlement Option as described
in the Contract.
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.
FUNDING OPTIONS - subsections of the Separate Account which invest in the
Underlying Funds for this Contract.
MATURITY DATE - the date on which the Annuity payments are to begin.
OUR OFFICE - the Home Office of The Travelers Life and Annuity Company or any
other office which We may designate for the purpose of administering this
Contract.
PREMIUM TAX - the amount of tax, if any, charged by a state or municipality. We
will deduct any applicable Premium Tax from the Certificate Value either upon
surrender, annuitization, death, or at the time a Purchase Payment is made, but
no earlier than when We have the liability under state law.
PURCHASE PAYMENTS - payments of premium a Certificate Owner makes to Us under a
Certificate.
QUALIFIED CONTRACT - a Contract used in a retirement plan or program whereby the
Purchase Payments and any gains are intended to qualify under Sections 401, 403,
408, 414(d) or 457 of the Code.
RECORDED - a Written Request is Recorded when the information is noted in Our
file for this Contract and related Certificates.
5
<PAGE> 6
SEPARATE ACCOUNT- the Separate Account indicated in the Contract Specifications
which We established for this class of Contracts, Certificates and certain other
Contracts.
TERMINATION - discontinuance of this Contract and/or related Certificates by Us
or by Your Written Request.
UNDERLYING FUND - an open-end diversified management investment company or
portfolio thereof, indicated in the Contract Specifications, which serves as a
variable investment option under the Separate Account.
VALUATION DATE -a date on which a Funding Option is valued, which is every day
the New York Stock Exchange is open for trading (except for when trading is
restricted due to an emergency as defined by the Securities and Exchange
Commission.)
VALUATION PERIOD - the period beginning at the close of business of the New York
Stock Exchange on each Valuation Date and ending at the close of business for
the next succeeding Valuation Date. Also referred to as the period between
successive valuations.
WE, US, OUR - The Travelers Life and Annuity Company.
WRITTEN REQUEST - written information including requests for
Contract/Certificate changes sent to Us in a form and content satisfactory to Us
and received at Our Office.
YOU, YOUR - The Contract Owner. The Contract Owner is the person or entity named
as such on the Contract Specifications page.
6
<PAGE> 7
================================================================================
OWNER, BENEFICIARY AND ANNUITANT PROVISIONS
================================================================================
OWNER
This Contract belongs to the Contract Owner shown in the Contract Specifications
or to any person subsequently named in a Written Request. The Certificate
belongs to the Certificate Owner. A Certificate Owner has sole power during the
Annuitant's lifetime to exercise any rights and to receive all benefits given in
the Certificate.
The Certificate Owner will be the recipient of all payments while the Annuitant
is alive unless he/she directs them to an alternate recipient under a Recorded
payment direction. An alternate recipient under a payment direction does not
become the Certificate Owner. A payment direction is revocable by the
Certificate Owner at any time by Written Request giving 30 days' advance notice.
CREDITOR CLAIMS
To the extent permitted by law, no right or benefit of the Certificate Owner or
Beneficiary under any Certificate shall be subject to the claims of creditors or
any legal process.
BENEFICIARY
The Beneficiary is the party named in a Written Request. The Beneficiary has the
right to receive any remaining Certificate benefits upon the death of the
Annuitant, or under certain circumstances, upon the death of the Certificate
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.
Unless an irrevocable Beneficiary has been named, the Certificate Owner has the
right to change any Beneficiary by Written Request during the lifetime of the
Annuitant and while the Certificate 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.
If no Beneficiary has been named by the Certificate Owner, or if no Beneficiary
is living when the Annuitant dies, the interest of any Beneficiary will pass to:
a) the Certificate Owner or to the Certificate Owner's estate, or
b) to the trustee or plan administrator of a trusteed Tax Qualified plan
certificate for further distribution in accord with the plan.
ANNUITANT
The Annuitant is the individual shown in the Certificate Specifications on whose
life Annuity payments are based. The Annuitant may not be changed after the
Certificate Date.
7
<PAGE> 8
================================================================================
PURCHASE PAYMENT, CREDITS AND VALUATION PROVISIONS
================================================================================
PURCHASE PAYMENT
PURCHASE PAYMENT
A Purchase Payment is any payment the Certificate Owner makes for a Certificate
and the benefits it provides. An initial lump sum Purchase Payment must be made
to the Certificate and is due and payable before the Certificate becomes
effective. Each Purchase Payment is payable as shown in the Contract
Specifications to Us at Our Office or to one of Our authorized representatives.
No Purchase Payment after the initial Purchase Payment is required to continue a
Certificate in force, except as provided in the Termination provision.
Net Purchase Payments are that part of the Certificate Owner's Purchase Payments
applied to the Certificate Value. A net Purchase Payment is equal to the
Purchase Payment less any applicable Premium Tax.
ALLOCATION OF PURCHASE PAYMENT
We will apply any net Purchase Payment to provide Accumulation Units in selected
Funding Options. The Purchase Payment will be applied within two business days
following its receipt at Our Office. The net Purchase Payment will be allocated
to the Funding Options in the proportion specified by the Certificate Owner for
a Certificate. The available Underlying Funds to which Funding Option assets are
allocated are shown in the Contract Specifications; Underlying Funds may be
subsequently added or deleted.
CONSERVATION CREDITS
We may apply conservation credits under this Contract and related Certificates
to funds received as Purchase Payments where such funds originated from other
contracts/certificates issued by Us or Our affiliates. Any such credits will be
computed as decided by Us.
FUNDING OPTION VALUATION
NUMBER OF ACCUMULATION UNITS
The number of Accumulation Units to be credited to each Funding Option once a
Purchase Payment has been received by Us will be determined by dividing the net
Purchase Payment applied to that Funding Option by the then Accumulation Unit
Value of that Funding Option.
ACCUMULATION UNIT VALUE
We determine the value of an Accumulation Unit in each Funding Option on each
Valuation Date by multiplying the value on the preceding Valuation Date by the
net investment factor for that Funding Option 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 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 1.0000 plus the net investment rate.
Each Funding Option's net investment rate for a Valuation Period is equal to the
gross investment rate for that Funding Option, less the applicable Funding
Option deduction for the Valuation Period.
All Funding Option deductions are shown in the Contract Specifications and the
applicable attached riders.
The gross investment rate of a Funding Option for a Valuation Period is equal to
(1) divided by (2):
where (1) is:
a) investment income, plus
8
<PAGE> 9
b) capital gains and losses, whether realized or unrealized, less
c) a deduction for any tax levied against the Separate Account and its
Underlying Funds;
and (2) is the value of the net assets at the beginning of the Valuation
Period.
The gross investment rate is based on the net asset value of the Underlying
Fund and may be either positive or negative. Investment income includes any
distribution whose ex-dividend date occurs during the Valuation Period.
TRANSFER AMONG FUNDING OPTIONS
A Certificate Owner may transfer all or any part of the Certificate Value from
one Funding Option to any other Funding Option at any time up to [30] days
before the due date of the first Annuity payment. We reserve the right to limit
the number of transfers from one Funding Option to any other Funding Option. We
will always allow at least one transfer in any six month period.
Transfers among Funding Options 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 Funding Option. The number of Accumulation
Units will be determined by using the Accumulation Unit Value of the Funding
Options involved as of the next Valuation Date after We receive notification of
request for transfer. Transfers will be subject to any applicable Transfer
Charge stated in the Contract Specifications.
CERTIFICATE VALUES PRIOR TO MATURITY DATE
CERTIFICATE VALUE
Before the Maturity Date, the Certificate Value on any date equals the sum of
the accumulated values in the Funding Options. The accumulated value in a
Funding Option equals the number of outstanding Accumulation Units credited to
that Funding Option, multiplied by the then current Accumulation Unit Value for
that Funding Option.
CERTIFICATE FEE
A Certificate Fee in the amount and for the period shown in the Contract
Specifications will be deducted from the Certificate Value to reimburse Us for
administrative expenses relating to the Contract and Certificates. The
Certificate Fee will be deducted by surrendering on a pro rata basis
Accumulation Units from all Funding Options in which the Certificate Owner has
an interest.
We will deduct the charge on a pro rata basis if the Certificate has been in
effect for less than a full period on the date a Certificate Fee is deducted.
The Certificate Fee will also be pro rated upon full surrender or Termination of
the Certificate.
CERTIFICATE CASH SURRENDER VALUE
Before the Maturity Date, the Certificate Cash Surrender Value is equal to the
Certificate Value less any applicable charges, fees or taxes deducted upon
surrender.
CASH SURRENDER
A Certificate Owner may elect by Written Request to receive the Cash Surrender
Value at or before the due date of the first Annuity payment and without the
consent of any Beneficiary unless irrevocably named. In the case of a full
surrender, the Certificate will be canceled. A partial surrender will reduce the
Certificate Value. If a Certificate Owner has a balance in more than one Funding
Option, his/her Certificate Value will be reduced from all of his/her Funding
Options on a pro rata basis, unless the Certificate Owner requests otherwise.
The Certificate Cash Surrender Value will be determined as of the next Valuation
Date following receipt of the Certificate Owner's Written Request. We may delay
payment of the Certificate Cash Surrender Value of the Funding Options for a
period of not more than five business days after We receive the Certificate
Owner's Written Request.
CERTIFICATE CONTINUATION
Except as provided in the Termination provision, a Certificate does not require
continuing Purchase Payments and will automatically continue as a paid-up
Certificate during the lifetime of the Annuitant until the Maturity Date, or
until it is surrendered.
9
<PAGE> 10
================================================================================
DEATH BENEFIT PROVISIONS
================================================================================
DEATH OF ANNUITANT
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. 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 a Certificate be
applied to a Settlement Option subject to the provisions of a Certificate and
the current tax laws.
DEATH OF CERTIFICATE OWNER WITH ANNUITANT SURVIVING
If the Certificate Owner is not the Annuitant, and the Certificate Owner dies
before the Maturity Date with the Annuitant surviving, We will recalculate the
value of the death benefit under the provisions of Death Proceeds Prior To The
Maturity Date below; by replacing all references to "Annuitant" with "
Certificate Owner." 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 laws. The party must take distributions no later than
under the applicable elections of that provision.
DEATH PROCEEDS PRIOR TO THE MATURITY DATE
If the Annuitant is Age 80 or younger on the Certificate Date and dies before
the Maturity Date, We will pay the Beneficiary the greater of a) or b) below,
less any applicable Premium Tax as of the Death Report Date:
a) the Certificate Value on the Death Report Date; or
b) the total Purchase Payments less the total amount of any partial
surrenders (including associated charges, if any) made under the
Certificate.
We must be notified of the Annuitant's death no later than six months from the
Annuitant's date of death in order for Us to make payment of death proceeds as
described above. If notification is received more than six months after the
Annuitant's death, We will make payment of death proceeds equal to the
Certificate Value on the Death Report Date less any applicable Premium Tax.
If the Annuitant is older than Age 80 on the Certificate Date and dies before
the Maturity Date, We will pay the Beneficiary the Certificate Value on the
Death Report Date less any applicable Premium Tax.
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 option
then in effect.
INTEREST ON DEATH PROCEEDS
Any interest on death proceeds will be paid in accordance with rules in effect
in the state of issue of the Certificate Owner at the time of death.
10
<PAGE> 11
================================================================================
SETTLEMENT PROVISIONS
================================================================================
MATURITY DATE
The Maturity Date is shown in the Certificate Owner's Certificate
Specifications. This is the date on which We will begin paying to the
Certificate Owner the first of a series of Annuity payments in accordance with
an Annuity Option elected by the Certificate Owner. Annuity payments will begin
under a Certificate on the Maturity Date unless the Certificate 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 later of when the Annuitant reaches Age 90 or ten years after the
Certificate Date.
Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, the Certificate Owner may change the Maturity Date by
Written Request to any time prior to the Annuitant's 90th 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 the amount payable
under a Certificate to the Certificate Owner in one lump sum or in accordance
with an Annuity Option elected. While the Annuitant is alive, the Certificate
Owner may change his/her Settlement Option election by Written Request, but only
before the Maturity Date. 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 Annuity Option.
During the Annuitant's lifetime, if no election has been made on the Maturity
Date, We will pay to the Certificate Owner the first of a series of periodic
Annuity payments based on the life of the Annuitant, in accordance with Annuity
Option 2, with 120 monthly payments assured.
Once Annuity payments have commenced, no election changes are allowed.
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,
We reserve the right to change the frequency to an interval resulting in a
payment of at least $100.00.
ALLOCATION OF ANNUITY
At the time an election of one of the Annuity Options is made, the person
electing the option may elect to have all or part of the Certificate 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 Funding Option will be
applied when Annuity payments start to provide an Annuity which varies with the
investment experience of that same Funding Option.
A Certificate Owner may elect to transfer Certificate Value from one Funding
Option to another, as described in the provision Transfer Between Funding
Options, in order to reallocate the basis on which Annuity payments will be
determined. After Annuity payments start, the Certificate Owner may, with Our
consent, change the allocation of his/her values in each Funding Option.
Transfers among Funding Options will result in the addition or deletion of
Annuity Units having a total value equal to the dollar amount being transferred
to or from a particular Funding Option. The number of Annuity Units will be
determined by using the Annuity Unit Value of the Funding Options involved as of
the next Valuation Day after We receive notification of request for transfer.
Transfers will be subject to any applicable Transfer Charge stated in the
Contract Specifications.
VARIABLE ANNUITY
AMOUNT OF FIRST PAYMENT
11
<PAGE> 12
The Certificate Owner may select one of the Assumed Net Investment Factors shown
on the Contract Specifications. The Life Annuity Tables for the Assumed Net
Investment Factor selected are used to determine the first monthly Annuity
payment. They show the dollar amount of the first monthly Annuity payment which
can be purchased with each $1,000 applied. The amount applied to a Variable
Annuity will be the Certificate Value as of 14 days before the date Annuity
payments start. If it would produce a larger first Annuity payment, the Variable
Annuity payment will be determined using the Variable Life Annuity tables in
effect on the Maturity Date.
ANNUITY UNIT VALUE
On any Valuation Date, the Annuity Unit Value for a Funding Option equals the
Funding Option Annuity Unit Value on the preceding Valuation Date, multiplied by
the net investment factor for that Funding Option for the Valuation Period just
ended, divided by the Assumed Net Investment Factor chosen by the Certificate
Owner. The Assumed Net Investment Factors are shown in the Contract
Specifications. The Value of an Annuity Unit on any date other than a Valuation
Date will be equal to its value as of the next Valuation Date.
NUMBER OF ANNUITY UNITS
We determine the number of Annuity Units credited to a Certificate in each
Funding Option by dividing the first monthly Annuity payment attributable to
that Funding Option by the Funding Option's Unit Value as of [14] days before
the due date of the first Annuity payment.
AMOUNT OF SECOND AND SUBSEQUENT PAYMENTS
The dollar amount of the second and subsequent payments may change from month to
month. The amount of the Annuity payment for each Funding Option is found by
multiplying the number of Annuity Units credited to the Certificate for that
Funding Option by the Annuity Unit Value for that Funding Option. The total
amount of each Annuity Payment will be equal to the sum of the payments in each
Funding Option.
FIXED ANNUITY
A Fixed Annuity is an Annuity with payments which do not vary with the
investment performance of an underlying fund. The Fixed Life Annuity Tables are
used to determine level monthly Annuity payments. They show the dollar amount of
level monthly Annuity payments which can be purchased with each $1,000 applied.
The amount applied to a Fixed Annuity will be the Certificate Value applied to
the Fixed Annuity as of the day Fixed Annuity payments begin. If it would
produce a larger payment, the Fixed Annuity payment will be determined using the
Fixed Life Annuity Tables in effect on the Maturity Date.
ANNUITIZATION CREDIT
Upon each election of one of the Annuity Options described below, an
annuitization credit will be applied to the Certificate Value used to purchase
the Fixed or Variable Annuity. The credit will be calculated as a percentage of
the Certificate Value applied to the Fixed or Variable Annuity.
The credit will be :
For Certificate Years 2-5 0.5%
For Certificate Years 6-10 1.0%
For Certificate Years 11+ 2.0%
There is no annuitization credit during Certificate Year 1.
ANNUITY OPTIONS
Subject to conditions stated in Elections Of Settlement Options and Minimum
Amounts, all or any part of the Certificate Value may be applied to one or more
of the Annuity Options below. We may offer additional options.
Options 1 - 5 below may be applied to either a Fixed or Variable Annuity. If a
Fixed Annuity is elected, the periodic Annuity payments may be either level
(except after the primary payee's death in Option 4) or increasing. If
increasing payments are elected, the payments will increase on each Certificate
Date anniversary by the percentage the Certificate Owner chooses. The
Certificate Owner may choose a whole number percentage from 1 to 4%. If payments
are received more frequently than on an annual basis, payments will remain level
between Certificate Date anniversaries. If increasing payments are elected, the
initial payment will be less than the corresponding level payment for the same
Annuity Option. The Fixed Life Annuity tables are
12
<PAGE> 13
used to determine the level monthly annuity payments. The equivalent values for
initial increasing payments will be less than the values shown for level
payments. The difference will be calculated in an actuarially equivalent manner.
OPTION 1. LIFE ANNUITY - NO REFUND
We will make periodic Annuity payments during the lifetime of the person on
whose life the payments are based, ending with the last payment preceding death.
OPTION 2. LIFE ANNUITY WITH PERIOD CERTAIN
We will make periodic Annuity payments during the lifetime of the person on
whose life the payments are based. 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 periodic 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 periodic 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 as the secondary
payee. On the death of the secondary payee, if survived by the primary payee, We
will continue to make periodic 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 periodic 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. PERIOD CERTAIN ANNUITY
We will make periodic payments for the period selected.
OPTION 6 . OTHER ANNUITY OPTIONS
We will make any other arrangements for Annuity payments as may be mutually
agreed upon by Us and a Certificate Owner.
13
<PAGE> 14
================================================================================
GENERAL PROVISIONS
================================================================================
CONTRACT
The entire Contract between the Contract Owner and Us consists of the Contract,
together with the application, if a copy of such application is attached to the
Contract when issued and any Amendments, Riders or Endorsements.
CERTIFICATE
Each Certificate Owner will receive an individual Certificate stating in
substance the benefits he/she is entitled to under the Certificate and Contract.
The Certificate does not constitute a part of the Contract. The entire
Certificate consists of the Certificate, together with the data collection form,
if a copy of such data collection form is attached to the Certificate when
issued and any Amendments, Riders or Endorsements.
CONTRACT/CERTIFICATE CHANGES
The only way this Contract and related Certificates may be changed is by a
written Amendment, Rider or Endorsement signed by one of Our officers.
INCONTESTABILITY
We will not contest a Contract/Certificate from its Contract/Certificate Date.
MISSTATEMENT
If an Annuitant's date of birth was misstated, all benefits of the Certificate
are what the Purchase Payment(s) paid would have purchased at the correct Age.
Proof of the Annuitant's Age may be filed at any time at Our Office.
SUBSTITUTION OF UNDERLYING FUNDS
If it is not possible to continue to offer an Underlying Fund, or in Our
judgment becomes inappropriate for the purposes of a Certificate, We may
substitute another Underlying Fund without a Certificate Owner's consent.
Substitution may be made with respect to both existing investments and
investment of future Purchase Payments and associated credits. However, no such
substitution will be made without notice to the Certificate Owner and without
prior approval of the Securities and Exchange Commission, to the extent required
by law.
TERMINATION
We reserve the right to terminate any Certificate on any Valuation Date if the
Certificate Value is less than the Termination Amount stated on the Certificate
Specifications page. Termination will not occur until 31 days after We have
mailed notice of Termination to the Certificate Owner at his/her last known
address. If a Certificate is terminated, We will pay the Certificate Owner the
Certificate Cash Surrender Value, if any, no later than five business days
following Our mailing the written notice of Termination to the Certificate Owner
at the most current address available on Our records. Termination of a
Certificate will not affect payments We are making under any Annuity options
which began before the Termination date.
REQUIRED REPORTS
We will furnish a report to the Certificate Owner as often as required by law,
but at least once in each Certificate Year before the due date of the first
Annuity payment. The report will show the number of Accumulation Units credited
to the Certificate in each Funding Option and the corresponding Accumulation
Unit Value as of the date of the report.
VOTING RIGHTS
If required by federal law, the Certificate Owner may have the right to vote at
the meetings of the shareholders of the Underlying Funds. If the Certificate
Owner has voting rights, We will send a notice to the Certificate Owner telling
him/her the time and place of a meeting. The notice will also explain matters to
be voted upon and how many votes the Certificate Owner may exercise.
MORTALITY AND EXPENSES
Our actual mortality and expense experience will not affect the amount of any
Annuity payments or any other values under this Contract.
NON-PARTICIPATING
14
<PAGE> 15
This Contract and related Certificates do not share in Our surplus earnings, so
the Contract and Certificate Owners will receive no dividends under them.
TAXES BASED UPON PREMIUM OR VALUE
If there is a law or change in law assessing taxes against Us based upon the
premium or value of the Certificates, We reserve the right to charge the
Certificate Owner proportionately for that tax. This would include, but is not
limited to, a tax based upon Our realized net capital gains in the Funding
Options, 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. A
Certificate is governed by the law of the state in which it is delivered. Any
paid-up Annuity, Certificate Cash Surrender Value or death benefits that are
available under related Certificates are not less than the minimum benefits
required by the statutes of the state in which the Certificates are delivered.
Upon receiving appropriate state approval, We may at any time make any changes,
including retroactive changes, in this Contract and related Certificates to the
extent that the change is required to meet the requirements of any law or
regulation issued by a governmental agency to which We, You, or the Certificate
Owner are subject.
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 Funding Options is not reasonably practicable or
it is not reasonably practicable to determine the value of the Funding Option'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 related Certificates which specifies a Valuation Date will be
superseded by this Emergency Procedure.
RELATION OF THIS CONTRACT TO THE SEPARATE ACCOUNT AND FUNDING OPTIONS
We will have exclusive and absolute ownership and control of the assets of Our
Separate Account and the Funding Options. That portion of the assets of a
Separate Account or Funding Option equal to the reserves and other Contract
liabilities with respect to such Separate Account or Funding Option shall not
be 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.
REDUCTION OR ELIMINATION OF CERTIFICATE CHARGES
All charges and fees under the Certificates may be reduced or eliminated when
certain sales or administration of the Certificates result in savings or
reduction of expenses, and/or risks.
15
<PAGE> 16
FIXED LIFE ANNUITY TABLES &
VARIABLE LIFE ANNUITY TABLES AT 3% ASSUMED NET INVESTMENT FACTOR (A.N.I.F.)
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1, AND 2- SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
UNISEX NUMBER OF MONTHLY PAYMENTS GUARANTEED
ADJUSTED NONE 120 180 240
AGE
<S> <C> <C> <C> <C>
45 3.44 3.43 3.42 3.40
46 3.48 3.47 3.46 3.44
47 3.53 3.52 3.50 3.48
48 3.58 3.57 3.55 3.53
49 3.63 3.61 3.60 3.57
50 3.68 3.67 3.65 3.62
51 3.74 3.72 3.70 3.67
52 3.80 3.78 3.75 3.72
53 3.86 3.84 3.81 3.77
54 3.93 3.90 3.87 3.83
55 4.00 3.97 3.94 3.88
56 4.07 4.04 4.00 3.94
57 4.15 4.12 4.07 4.01
58 4.24 4.20 4.15 4.07
59 4.33 4.28 4.22 4.14
60 4.42 4.37 4.30 4.20
61 4.52 4.47 4.39 4.28
62 4.63 4.57 4.48 4.35
63 4.75 4.67 4.57 4.42
64 4.87 4.78 4.67 4.49
65 5.01 4.90 4.77 4.57
66 5.15 5.03 4.87 4.65
67 5.30 5.16 4.98 4.72
68 5.46 5.30 5.09 4.80
69 5.64 5.45 5.20 4.87
70 5.83 5.60 5.31 4.94
71 6.04 5.76 5.43 5.01
72 6.26 5.93 5.55 5.07
73 6.50 6.11 5.66 5.13
74 6.75 6.29 5.78 5.19
75 7.03 6.49 5.89 5.24
</TABLE>
Dollar amounts of the monthly Annuity payments for the first and second options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 3%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
16
<PAGE> 17
FIXED LIFE ANNUITY TABLES &
VARIABLE LIFE ANNUITY TABLES AT 3% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
UNISEX
ADJUSTED
AGES 45 50 55 60 65 70 75
<S> <C> <C> <C> <C> <C> <C> <C>
45 3.17 3.23 3.29 3.34 3.37 3.39 3.41
50 3.23 3.33 3.42 3.50 3.56 3.60 3.63
55 3.29 3.42 3.55 3.67 3.77 3.85 3.91
60 3.34 3.50 3.67 3.85 4.01 4.15 4.25
65 3.37 3.56 3.77 4.01 4.25 4.47 4.66
70 3.39 3.60 3.85 4.15 4.47 4.81 5.13
75 3.41 3.63 3.91 4.25 4.66 5.13 5.62
</TABLE>
OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED BY 50% ON DEATH OF PRIMARY PAYEE
<TABLE>
<CAPTION>
UNISEX ADJUSTED AGE OF
PRIMARY
AND SECONDARY PAYEE DOLLAR AMOUNT
<S> <C>
45 3.30
50 3.50
55 3.76
60 4.12
65 4.60
70 5.27
75 6.25
</TABLE>
Dollar amounts of the monthly Annuity payments for the third and fourth options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 3%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
17
<PAGE> 18
FIXED ANNUITY TABLE & VARIABLE ANNUITY TABLE AT 3% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 5 - PAYMENTS FOR A PERIOD CERTAIN
.
<TABLE>
<CAPTION>
MONTHLY MONTHLY
NUMBER OF PAYMENT NUMBER OF PAYMENT
YEARS AMOUNT YEARS AMOUNT
<S> <C> <C> <C>
10 9.61 21 5.32
11 8.86 22 5.15
12 8.24 23 4.99
13 7.71 24 4.84
14 7.26 25 4.71
15 6.87 26 4.59
16 6.53 27 4.47
17 6.23 28 4.37
18 5.96 29 4.27
19 5.73 30 4.18
20 5.51
</TABLE>
The dollar amounts of the monthly Annuity payments for the fifth option are
based on a net investment rate of 3% per annum.
18
<PAGE> 19
VARIABLE LIFE ANNUITY TABLES AT 5% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1, AND 2- SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
UNISEX NUMBER OF MONTHLY PAYMENTS GUARANTEED
ADJUSTED
AGE NONE 120 180 240
<S> <C> <C> <C> <C>
45 4.71 4.70 4.68 4.66
46 4.75 4.73 4.71 4.69
47 4.79 4.77 4.75 4.73
48 4.83 4.81 4.79 4.76
49 4.88 4.86 4.83 4.80
50 4.93 4.90 4.88 4.84
51 4.98 4.95 4.92 4.88
52 5.03 5.00 4.97 4.92
53 5.09 5.06 5.02 4.97
54 5.15 5.12 5.07 5.02
55 5.22 5.18 5.13 5.07
56 5.29 5.24 5.19 5.12
57 5.36 5.31 5.25 5.17
58 5.44 5.39 5.32 5.23
59 5.53 5.46 5.39 5.29
60 5.62 5.55 5.46 5.35
61 5.72 5.64 5.54 5.41
62 5.82 5.73 5.62 5.47
63 5.94 5.83 5.70 5.54
64 6.06 5.94 5.79 5.61
65 6.19 6.05 5.88 5.67
66 6.33 6.17 5.98 5.74
67 6.48 6.29 6.08 5.81
68 6.64 6.42 6.18 5.87
69 6.82 6.57 6.28 5.94
70 7.00 6.71 6.39 6.00
71 7.21 6.87 6.49 6.06
72 7.43 7.03 6.60 6.12
73 7.67 7.20 6.71 6.17
74 7.93 7.38 6.82 6.22
75 8.21 7.56 6.92 6.27
</TABLE>
Dollar amounts of the monthly Annuity payments for the first and second options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 5%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
19
<PAGE> 20
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
VARIABLE LIFE ANNUITY TABLES AT 5% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
UNISEX
ADJUSTED
AGE 45 50 55 60 65 70 75
<S> <C> <C> <C> <C> <C> <C> <C>
45 4.44 4.50 4.55 4.59 4.62 4.65 4.67
50 4.50 4.58 4.65 4.72 4.78 4.82 4.86
55 4.55 4.65 4.76 4.87 4.96 5.04 5.10
60 4.59 4.72 4.87 5.02 5.17 5.30 5.41
65 4.62 4.78 4.96 5.17 5.39 5.60 5.79
70 4.65 4.82 5.04 5.30 5.60 5.92 6.23
75 4.67 4.86 5.10 5.41 5.79 6.23 6.71
</TABLE>
OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED BY 50% ON DEATH OF PRIMARY PAYEE
<TABLE>
<CAPTION>
UNISEX ADJUSTED AGE OF
PRIMARY
AND SECONDARY PAYEE DOLLAR AMOUNT
<S> <C>
45 4.57
50 4.74
55 4.98
60 5.30
65 5.76
70 6.42
75 7.39
</TABLE>
Dollar amounts of the monthly Annuity payments for the third and fourth options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 5%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
20
<PAGE> 21
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
VARIABLE ANNUITY TABLE AT 5% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 5 - PAYMENTS FOR A PERIOD CERTAIN
.
<TABLE>
<CAPTION>
MONTHLY MONTHLY
NUMBER OF PAYMENT NUMBER OF PAYMENT
YEARS AMOUNT YEARS AMOUNT
<S> <C> <C> <C>
10 10.51 21 6.33
11 9.77 22 6.17
12 9.16 23 6.02
13 8.64 24 5.88
14 8.20 25 5.76
15 7.82 26 5.65
16 7.49 27 5.54
17 7.20 28 5.45
18 6.94 29 5.36
19 6.71 30 5.28
20 6.51
</TABLE>
The dollar amounts of the monthly Annuity payments for the fifth option
are based on a net investment rate of 5% per annum.
21
<PAGE> 22
This page has been left intentionally blank.
<PAGE> 23
DEFERRED FLEXIBLE PREMIUMVARIABLE ANNUITY MASTER GROUP CONTRACT
TAX QUALIFIED
ELECTIVE OPTIONS NON-PARTICIPATING
<PAGE> 24
This page has been left intentionally blank.
<PAGE> 25
THE TRAVELERS LIFE AND ANNUITY COMPANY - ONE TOWER SQUARE - HARTFORD,
CONNECTICUT - 06183
A STOCK COMPANY
Please read Your Certificate and all attached forms carefully.
IF YOU HAVE ANY QUESTIONS CONCERNING YOUR CERTIFICATE, PLEASE CONTACT
US AT 1-800-842-9406.
RIGHT TO EXAMINE
IF THIS CERTIFICATE IS RETURNED TO US AT OUR OFFICE OR
TO OUR AGENT TO BE CANCELED WITHIN 10 DAYS AFTER ITS
DELIVERY TO YOU, WE WILL REFUND TO YOU THE FULL AMOUNT
OF ANY PURCHASE PAYMENTS PAID, WITHOUT ADJUSTMENT FOR
ANY PREMIUM TAX OR CERTIFICATE CHARGES PAID, AFTER WE
RECEIVE THE REQUEST AT OUR OFFICE. AFTER THE CERTIFICATE
IS RETURNED, IT WILL BE CONSIDERED AS NEVER IN EFFECT.
This Certificate is issued in consideration of the
initial Purchase Payment. It is subject to the terms and
conditions stated on the attached pages, all of which
are made a part of it. It is made effective as stated in
the Certificate.
Executed at Hartford, Connecticut
/s/ M. A. CARPENTER
President
This is a legal contract between You and Us. READ YOUR CERTIFICATE
CAREFULLY.
CERTIFICATE OF PARTICIPATION UNDER A DEFERRED FLEXIBLE PREMIUM VARIABLE
ANNUITY GROUP CONTRACT
TAX QUALIFIED
ELECTIVE OPTIONS NON-PARTICIPATING
ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CERTIFICATE, WHEN
BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
<PAGE> 26
TABLE OF CONTENTS
<TABLE>
<S> <C>
Right to Examine Cover Page
Contract Specifications Page 3
Definitions Page 5
Owner, Beneficiary and Annuitant Provisions Page 7
Purchase Payment, Credits and Valuation Provisions Page 8
Death Benefit Provisions Page 10
Settlement Provisions Page 11
General Provisions Page 14
Annuity Tables Page 16
</TABLE>
Any Amendments, Riders or Endorsements follow the Annuity Tables.
The provisions of any rider or endorsement supersede any contrary provisions in
the Certificate.
2
<PAGE> 27
================================================================================
DEFINITIONS
================================================================================
ACCUMULATION UNIT - an accounting unit of measure used to calculate the value of
a Certificate before Annuity payments begin.
AGE - age last birthday.
ANNUITANT - the person on whose life the Maturity Date and Annuity payments
depend.
ANNUITY UNIT - an accounting unit of measure used to calculate the amount of
Annuity Payments.
CERTIFICATE - the individual Certificate provided to You, which describes the
benefits, rights and obligations of You and Us.
CERTIFICATE DATE - the date on which this Certificate is issued.
CERTIFICATE OWNER - the person indicated in the Certificate Specifications.
CERTIFICATE YEAR(S) - the twelve month period(s) beginning with the Certificate
Date.
CODE - the Internal Revenue Code of 1986, as amended, and all related laws and
regulations which are in effect during the term of this Certificate.
CONTRACT - a Contract which describes the benefits, rights and obligations of
the Contract Owner and Us.
CONTRACT OWNER - the party indicated in the Certificate Specifications or any
party subsequently named.
DEATH REPORT DATE - the Valuation Date coincident with or next following the day
on which We have received 1) Due Proof of Death and 2) a Written Request for an
election of a single sum payment or an alternate Settlement Option as described
in the Certificate.
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.
FUNDING OPTIONS - subsections of the Separate Account which invest in the
Underlying Funds for this Certificate.
MATURITY DATE - the date on which the Annuity payments are to begin.
OUR OFFICE - the Home Office of The Travelers Life and Annuity Company or any
other office which We may designate for the purpose of administering this
Certificate.
PREMIUM TAX - the amount of tax, if any, charged by a state or municipality. We
will deduct any applicable Premium Tax from the Certificate Value either upon
surrender, annuitization, death, or at the time a Purchase Payment is made, but
no earlier than when We have the liability under state law.
PURCHASE PAYMENTS - payments of premium You make to Us under this Certificate.
QUALIFIED CERTIFICATE - a Certificate used in a retirement plan or program
whereby the Purchase Payments and any gains are intended to qualify under
Sections 401, 403, 408, 414(d) or 457 of the Code.
RECORDED - a Written Request is Recorded when the information is noted in Our
file for this Certificate.
SEPARATE ACCOUNT- the Separate Account indicated in the Certificate
Specifications which We established for this class of Certificates and certain
other Certificates.
5
<PAGE> 28
TERMINATION - discontinuance of this Certificate by Us or by Your Written
Request.
UNDERLYING FUND - an open-end diversified management investment company or
portfolio thereof, indicated in the Certificate Specifications, which serves as
a variable investment option under the Separate Account.
VALUATION DATE -a date on which a Funding Option is valued, which is every day
the New York Stock Exchange is open for trading (except for when trading is
restricted due to an emergency as defined by the Securities and Exchange
Commission.)
VALUATION PERIOD - the period beginning at the close of business of the New York
Stock Exchange on each Valuation Date and ending at the close of business for
the next succeeding Valuation Date. Also referred to as the period between
successive valuations.
WE, US, OUR - The Travelers Life and Annuity Company.
WRITTEN REQUEST - written information including requests for
Contract/Certificate changes sent to Us in a form and content satisfactory to Us
and received at Our Office.
YOU, YOUR - The Certificate Owner.
6
<PAGE> 29
================================================================================
OWNER, BENEFICIARY AND ANNUITANT PROVISIONS
================================================================================
OWNER
The Contract belongs to the Contract Owner shown in the Certificate
Specifications or to any person subsequently named in a Written Request. The
Certificate belongs to the Certificate Owner. As Certificate Owner, You have
sole power during the Annuitant's lifetime to exercise any rights and to receive
all benefits given in the Certificate.
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 Certificate
Owner. A payment direction is revocable by You at any time by Written Request
giving 30 days' advance notice.
CREDITOR CLAIMS
To the extent permitted by law, no right or benefit of the Certificate Owner or
Beneficiary under this Certificate shall be subject to the claims of creditors
or any legal process.
BENEFICIARY
The Beneficiary is the party named in a Written Request. The Beneficiary has the
right to receive any remaining Certificate benefits upon the death of the
Annuitant, or under certain circumstances, upon Your death. 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.
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 Certificate 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.
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 to:
a) You or to Your estate, or
b) to the trustee or plan administrator of a trusteed Tax Qualified plan
certificate for further distribution in accord with the plan.
ANNUITANT
The Annuitant is the individual shown in the Certificate Specifications on whose
life Annuity payments are based. The Annuitant may not be changed after the
Certificate Date.
7
<PAGE> 30
================================================================================
PURCHASE PAYMENT, CREDITS AND VALUATION PROVISIONS
================================================================================
PURCHASE PAYMENT
PURCHASE PAYMENT
A Purchase Payment is any payment You make for this Certificate and the benefits
it provides. An initial lump sum Purchase Payment must be made to the
Certificate and is due and payable before the Certificate becomes effective.
Each Purchase Payment is payable as shown in the Certificate Specifications to
Us at Our Office or to one of Our authorized representatives. No Purchase
Payment after the initial Purchase Payment is required to continue a Certificate
in force, except as provided in the Termination provision.
Net Purchase Payments are that part of Your Purchase Payments applied to the
Certificate Value. A net Purchase Payment is equal to the Purchase Payment less
any applicable Premium Tax.
ALLOCATION OF PURCHASE PAYMENT
We will apply any net Purchase Payment to provide Accumulation Units in selected
Funding Options. The Purchase Payment will be applied within two business days
following its receipt at Our Office. The net Purchase Payment will be allocated
to the Funding Options in the proportion specified by You. The available
Underlying Funds to which Funding Option assets are allocated are shown in the
Certificate Specifications; Underlying Funds may be subsequently added or
deleted.
CONSERVATION CREDITS
We may apply conservation credits under this Certificate to funds received as
Purchase Payments where such funds originated from other contracts/certificates
issued by Us or Our affiliates. Any such credits will be computed as decided by
Us.
FUNDING OPTION VALUATION
NUMBER OF ACCUMULATION UNITS
The number of Accumulation Units to be credited to each Funding Option once a
Purchase Payment has been received by Us will be determined by dividing the net
Purchase Payment applied to that Funding Option by the then Accumulation Unit
Value of that Funding Option.
ACCUMULATION UNIT VALUE
We determine the value of an Accumulation Unit in each Funding Option on each
Valuation Date by multiplying the value on the preceding Valuation Date by the
net investment factor for that Funding Option 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 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 1.0000 plus the net investment rate.
Each Funding Option's net investment rate for a Valuation Period is equal to the
gross investment rate for that Funding Option, less the applicable Funding
Option deduction for the Valuation Period.
All Funding Option deductions are shown in the Certificate Specifications and
the applicable attached riders.
The gross investment rate of a Funding Option for a Valuation Period is equal to
(1) divided by (2):
where (1) 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
Underlying Funds;
and (2) is the value of the net assets at the beginning of the Valuation
Period.
8
<PAGE> 31
The gross investment rate is based on the net asset value of the Underlying Fund
and may be either positive or negative. Investment income includes any
distribution whose ex-dividend date occurs during the Valuation Period.
TRANSFER AMONG FUNDING OPTIONS
You may transfer all or any part of the Certificate Value from one Funding
Option to any other Funding Option at any time up to [30] days before the due
date of the first Annuity payment. We reserve the right to limit the number of
transfers from one Funding Option to any other Funding Option. We will always
allow at least one transfer in any six month period.
Transfers among Funding Options 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 Funding Option. The number of Accumulation
Units will be determined by using the Accumulation Unit Value of the Funding
Options involved as of the next Valuation Date after We receive notification of
request for transfer. Transfers will be subject to any applicable Transfer
Charge stated in the Certificate Specifications.
CERTIFICATE VALUES PRIOR TO MATURITY DATE
CERTIFICATE VALUE
Before the Maturity Date, the Certificate Value on any date equals the sum of
the accumulated values in the Funding Options. The accumulated value in a
Funding Option equals the number of outstanding Accumulation Units credited to
that Funding Option, multiplied by the then current Accumulation Unit Value for
that Funding Option.
CERTIFICATE FEE
A Certificate Fee in the amount and for the period shown in the Certificate
Specifications will be deducted from the Certificate Value to reimburse Us for
administrative expenses relating to the Contract and Certificates. The
Certificate Fee will be deducted by surrendering on a pro rata basis
Accumulation Units from all Funding Options in which You have an interest.
We will deduct the charge on a pro rata basis if the Certificate has been in
effect for less than a full period on the date a Certificate Fee is deducted.
The Certificate Fee will also be pro rated upon full surrender or Termination of
the Certificate.
CERTIFICATE CASH SURRENDER VALUE
Before the Maturity Date, the Certificate Cash Surrender Value is equal to the
Certificate Value less any applicable charges, fees or taxes deducted upon
surrender.
CASH SURRENDER
You may elect by Written Request to receive the Cash Surrender Value at or
before the due date of the first Annuity payment and without the consent of any
Beneficiary unless irrevocably named. In the case of a full surrender, the
Certificate will be canceled. A partial surrender will reduce the Certificate
Value. If You have a balance in more than one Funding Option, Your Certificate
Value will be reduced from all of Your Funding Options on a pro rata basis,
unless You request otherwise.
The Certificate Cash Surrender Value will be determined as of the next Valuation
Date following receipt of Your Written Request. We may delay payment of the
Certificate Cash Surrender Value of the Funding Options for a period of not more
than five business days after We receive Your Written Request.
CERTIFICATE CONTINUATION
Except as provided in the Termination provision, this Certificate does not
require continuing Purchase Payments and will automatically continue as a
paid-up Certificate during the lifetime of the Annuitant until the Maturity
Date, or until it is surrendered.
9
<PAGE> 32
================================================================================
DEATH BENEFIT PROVISIONS
================================================================================
DEATH OF ANNUITANT
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. 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 Certificate be
applied to a Settlement Option subject to the provisions of this Certificate and
the current tax laws.
DEATH OF CERTIFICATE OWNER WITH ANNUITANT SURVIVING
If You are not the Annuitant, and You die before the Maturity Date with the
Annuitant surviving, We will recalculate the value of the death benefit under
the provisions of Death Proceeds Prior To The Maturity Date below; by replacing
all references to "Annuitant" with " Certificate Owner." 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 laws. The party must take
distributions no later than under the applicable elections of that provision.
DEATH PROCEEDS PRIOR TO THE MATURITY DATE
If the Annuitant is Age 80 or younger on the Certificate Date and dies before
the Maturity Date, We will pay the Beneficiary the greater of a) or b) below,
less any applicable Premium Tax as of the Death Report Date:
a) the Certificate Value on the Death Report Date; or
b) the total Purchase Payments less the total amount of any partial
surrenders (including associated charges, if any) made under this
Certificate.
We must be notified of the Annuitant's death no later than six months from the
Annuitant's date of death in order for Us to make payment of death proceeds as
described above. If notification is received more than six months after the
Annuitant's death, We will make payment of death proceeds equal to the
Certificate Value on the Death Report Date less any applicable Premium Tax.
If the Annuitant is older than Age 80 on the Certificate Date and dies before
the Maturity Date, We will pay the Beneficiary the Certificate Value on the
Death Report Date less any applicable Premium Tax.
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 option
then in effect.
INTEREST ON DEATH PROCEEDS
Any interest on death proceeds will be paid in accordance with rules in effect
in the state of issue of the Certificate Owner at the time of death.
10
<PAGE> 33
================================================================================
SETTLEMENT PROVISIONS
================================================================================
MATURITY DATE
The Maturity Date is shown in the Certificate Specifications. This is the date
on which We will begin paying to You the first of a series of Annuity payments
in accordance with an Annuity Option elected by You. Annuity payments will begin
under this Certificate on the Maturity Date unless the Certificate 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 later of when the Annuitant reaches Age 90 or ten years after the
Certificate 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 90th 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 the amount payable
under this Certificate to You in one lump sum or in accordance with an Annuity
Option elected. While the Annuitant is alive, You may change Your Settlement
Option election by Written Request, but only before the Maturity Date. 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
Annuity Option.
During the Annuitant's lifetime, if no election has been made on the Maturity
Date, We will pay You the first of a series of periodic Annuity payments based
on the life of the Annuitant, in accordance with Annuity Option 2, with 120
monthly payments assured.
Once Annuity payments have commenced, no election changes are allowed.
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,
We reserve the right to change the frequency to an interval resulting in a
payment of at least $100.00.
ALLOCATION OF ANNUITY
At the time an election of one of the Annuity Options is made, the person
electing the option may elect to have all or part of the Certificate 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 Funding Option will be
applied when Annuity payments start to provide an Annuity which varies with the
investment experience of that same Funding Option.
You may elect to transfer Certificate Value from one Funding Option to another,
as described in the provision Transfer Between Funding Options, in order to
reallocate the basis on which Annuity payments will be determined. After Annuity
payments start, You may, with Our consent, change the allocation of Your values
in each Funding Option.
Transfers among Funding Options will result in the addition or deletion of
Annuity Units having a total value equal to the dollar amount being transferred
to or from a particular Funding Option. The number of Annuity Units will be
determined by using the Annuity Unit Value of the Funding Options involved as of
the next Valuation Day after We receive notification of request for transfer.
Transfers will be subject to any applicable Transfer Charge stated in the
Certificate Specifications.
VARIABLE ANNUITY
AMOUNT OF FIRST PAYMENT
You may select one of the Assumed Net Investment Factors shown on the
Certificate Specifications. The Life Annuity Tables for the Assumed Net
Investment Factor selected are used to determine the first monthly Annuity
payment. They show the dollar amount of the first monthly Annuity payment which
can be purchased with each $1,000 applied. The amount applied to a Variable
Annuity will be the Certificate Value as of 14 days before the date Annuity
payments start. If it would produce a larger
11
<PAGE> 34
first Annuity payment, the Variable Annuity payment will be determined using the
Variable Life Annuity tables in effect on the Maturity Date.
ANNUITY UNIT VALUE
On any Valuation Date, the Annuity Unit Value for a Funding Option equals the
Funding Option Annuity Unit Value on the preceding Valuation Date, multiplied by
the net investment factor for that Funding Option for the Valuation Period just
ended, divided by the Assumed Net Investment Factor chosen by You. The Assumed
Net Investment Factors are shown in the Certificate Specifications. The Value of
an Annuity Unit on any date other than a Valuation Date will be equal to its
value as of the next Valuation Date.
NUMBER OF ANNUITY UNITS
We determine the number of Annuity Units credited to this Certificate in each
Funding Option by dividing the first monthly Annuity payment attributable to
that Funding Option by the Funding Option's Unit Value as of 14 days before the
due date of the first Annuity payment.
AMOUNT OF SECOND AND SUBSEQUENT PAYMENTS
The dollar amount of the second and subsequent payments may change from month to
month. The amount of the Annuity payment for each Funding Option is found by
multiplying the number of Annuity Units credited to the Certificate for that
Funding Option by the Annuity Unit Value for that Funding Option. The total
amount of each Annuity Payment will be equal to the sum of the payments in each
Funding Option.
FIXED ANNUITY
A Fixed Annuity is an Annuity with payments which do not vary with the
investment performance of an underlying fund. The Fixed Life Annuity Tables are
used to determine level monthly Annuity payments. They show the dollar amount of
level monthly Annuity payments which can be purchased with each $1,000 applied.
The amount applied to a Fixed Annuity will be the Certificate Value applied to
the Fixed Annuity as of the day Fixed Annuity payments begin. If it would
produce a larger payment, the Fixed Annuity payment will be determined using the
Fixed Life Annuity Tables in effect on the Maturity Date.
ANNUITIZATION CREDIT
Upon each election of one of the Annuity Options described below, an
annuitization credit will be applied to the Certificate Value used to purchase
the Fixed or Variable Annuity. The credit will be calculated as a percentage of
the Certificate Value applied to the Fixed or Variable Annuity.
The credit will be :
For Certificate Years 2-5 0.5%
For Certificate Years 6-10 1.0%
For Certificate Years 11+ 2.0%
There is no annuitization credit during Certificate Year 1.
ANNUITY OPTIONS
Subject to conditions stated in Elections Of Settlement Options and Minimum
Amounts, all or any part of the Certificate Value may be applied to one or more
of the Annuity Options below. We may offer additional options.
Option 1 - 5 below may be applied to either a Fixed or Variable Annuity. If a
Fixed Annuity is elected, the periodic Annuity payments may be either level
(except after the primary payee's death in Option 4) or increasing. If
increasing payments are elected, the payments will increase on each Certificate
Date anniversary by the percentage You choose. You may choose a whole number
percentage from 1 to 4%. If payments are received more frequently than on an
annual basis, payments will remain level between Certificate Date anniversaries.
If increasing payments are elected, the initial payment will be less than the
corresponding level payment for the same Annuity Option. The Fixed Life Annuity
tables are used to determine the level monthly annuity payments. The equivalent
values for initial increasing payments will be less than the values shown for
level payments. The difference will be calculated in an actuarially equivalent
manner.
12
<PAGE> 35
OPTION 1. LIFE ANNUITY - NO REFUND
We will make periodic Annuity payments during the lifetime of the person on
whose life the payments are based, ending with the last payment preceding death.
OPTION 2. LIFE ANNUITY WITH PERIOD CERTAIN
We will make periodic Annuity payments during the lifetime of the person on
whose life the payments are based. 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 periodic 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 periodic 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 as the secondary payee. On the
death of the secondary payee, if survived by the primary payee, We will
continue to make periodic 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 periodic 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. PERIOD CERTAIN ANNUITY
We will make periodic payments for the period selected.
OPTION 6 . OTHER ANNUITY OPTIONS
We will make any other arrangements for Annuity payments as may be mutually
agreed upon by You and Us.
13
<PAGE> 36
================================================================================
GENERAL PROVISIONS
================================================================================
CONTRACT
The entire Contract between the Contract Owner and Us consists of the Contract,
together with the application, if a copy of such application is attached to the
Contract when isssued and any Amendments, Riders or Endorsements.
CERTIFICATE
You will receive an individual Certificate stating in substance the benefits You
are entitled to under the Certificate. The Certificate does not constitute a
part of the Contract. The entire Certificate consists of the Certificate,
together with the data collection form, if a copy of such data collection form
is attached to the Certificate when issued and any Amendments, Riders or
Endorsements.
CERTIFICATE CHANGES
The only way this Certificate may be changed is by a written Amendment, Rider or
Endorsement signed by one of Our officers.
INCONTESTABILITY
We will not contest this Certificate from its Certificate Date.
MISSTATEMENT
If an Annuitant's date of birth was misstated, all benefits of this Certificate
are what the Purchase Payment(s) paid would have purchased at the correct Age.
Proof of the Annuitant's Age may be filed at any time at Our Office.
SUBSTITUTION OF UNDERLYING FUNDS
If it is not possible to continue to offer an Underlying Fund, or in Our
judgment becomes inappropriate for the purposes of a Certificate, We may
substitute another Underlying Fund without Your consent. Substitution may be
made with respect to both existing investments and investment of future Purchase
Payments and associated credits. 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.
TERMINATION
We reserve the right to terminate this Certificate on any Valuation Date if the
Certificate Value is less than the Termination Amount stated on the Certificate
Specifications page. Termination will not occur until 31 days after We have
mailed notice of Termination to You at Your last known address. If this
Certificate is terminated, We will pay You the Certificate Cash Surrender Value,
if any of the Certificate no later than five business days following Our mailing
the written notice of Termination to You at the most current address available
on Our records. Termination of this Certificate will not affect payments We are
making under any Annuity options which began before the Termination date.
REQUIRED REPORTS
We will furnish a report to You as often as required by law, but at least once
in each Certificate Year before the due date of the first Annuity payment. The
report will show the number of Accumulation Units credited to the Certificate in
each Funding Option and the corresponding Accumulation Unit Value as of the date
of the report.
VOTING RIGHTS
If required by federal law, You may have the right to vote at the meetings of
the shareholders of the Underlying Funds. 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 may exercise.
MORTALITY AND EXPENSES
Our actual mortality and expense experience will not affect the amount of any
Annuity payments or any other values under this Certificate.
NON-PARTICIPATING
This Certificate does not share in Our surplus earnings, so You will receive no
dividends under it.
14
<PAGE> 37
TAXES BASED UPON PREMIUM OR VALUE
If there is a law or change in law assessing taxes against Us based upon the
premium or value of the Certificate, We reserve the right to charge You
proportionately for that tax. This would include, but is not limited to, a tax
based upon Our realized net capital gains in the Funding Options, on which We
are not currently taxed.
CONFORMITY WITH STATE AND FEDERAL LAWS
This Certificate is governed by the law of the state in which it is delivered.
Any paid-up Annuity, Certificate Cash Surrender Value or death benefits that are
available under this Certificate is not less than the minimum benefits required
by the statutes of the state in which the Certificate is delivered.
Upon receiving appropriate state approval, We may at any time make any changes,
including retroactive changes, in this Certificate to the extent that the change
is required to meet the requirements of any law or regulation issued by a
governmental agency to which We or You are subject.
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 Funding Options is not reasonably practicable or
it is not reasonably practicable to determine the value of the Funding Option'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 Certificate which specifies a Valuation Date will be
superseded by this Emergency Procedure.
RELATION OF THIS CERTIFICATE TO THE SEPARATE ACCOUNT AND FUNDING OPTIONS
We will have exclusive and absolute ownership and control of the assets of Our
Separate Account and the Funding Options. That portion of the assets of a
Separate Account or Funding Option equal to the reserves and other Certificate
liabilities with respect to such Separate Account or Funding Option shall not
be 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 Certificate will be conclusive.
REDUCTION OR ELIMINATION OF CERTIFICATE CHARGES
All charges and fees under the Certificate may be reduced or eliminated when
certain sales or administration of the Certificate result in savings or
reduction of expenses, and/or risks.
15
<PAGE> 38
FIXED LIFE ANNUITY TABLES &
VARIABLE LIFE ANNUITY TABLES AT 3% ASSUMED NET INVESTMENT FACTOR (A.N.I.F.)
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1, AND 2- SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
UNISEX NUMBER OF MONTHLY PAYMENTS GUARANTEED
ADJUSTED NONE 120 180 240
AGE
<S> <C> <C> <C> <C>
45 3.44 3.43 3.42 3.40
46 3.48 3.47 3.46 3.44
47 3.53 3.52 3.50 3.48
48 3.58 3.57 3.55 3.53
49 3.63 3.61 3.60 3.57
50 3.68 3.67 3.65 3.62
51 3.74 3.72 3.70 3.67
52 3.80 3.78 3.75 3.72
53 3.86 3.84 3.81 3.77
54 3.93 3.90 3.87 3.83
55 4.00 3.97 3.94 3.88
56 4.07 4.04 4.00 3.94
57 4.15 4.12 4.07 4.01
58 4.24 4.20 4.15 4.07
59 4.33 4.28 4.22 4.14
60 4.42 4.37 4.30 4.20
61 4.52 4.47 4.39 4.28
62 4.63 4.57 4.48 4.35
63 4.75 4.67 4.57 4.42
64 4.87 4.78 4.67 4.49
65 5.01 4.90 4.77 4.57
66 5.15 5.03 4.87 4.65
67 5.30 5.16 4.98 4.72
68 5.46 5.30 5.09 4.80
69 5.64 5.45 5.20 4.87
70 5.83 5.60 5.31 4.94
71 6.04 5.76 5.43 5.01
72 6.26 5.93 5.55 5.07
73 6.50 6.11 5.66 5.13
74 6.75 6.29 5.78 5.19
75 7.03 6.49 5.89 5.24
</TABLE>
Dollar amounts of the monthly Annuity payments for the first and second options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 3%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
16
<PAGE> 39
FIXED LIFE ANNUITY TABLES &
VARIABLE LIFE ANNUITY TABLES AT 3% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
UNISEX
ADJUSTED
AGES 45 50 55 60 65 70 75
<S> <C> <C> <C> <C> <C> <C> <C>
45 3.17 3.23 3.29 3.34 3.37 3.39 3.41
50 3.23 3.33 3.42 3.50 3.56 3.60 3.63
55 3.29 3.42 3.55 3.67 3.77 3.85 3.91
60 3.34 3.50 3.67 3.85 4.01 4.15 4.25
65 3.37 3.56 3.77 4.01 4.25 4.47 4.66
70 3.39 3.60 3.85 4.15 4.47 4.81 5.13
75 3.41 3.63 3.91 4.25 4.66 5.13 5.62
</TABLE>
OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED BY 50% ON DEATH OF PRIMARY PAYEE
<TABLE>
<CAPTION>
UNISEX ADJUSTED AGE OF
PRIMARY
AND SECONDARY PAYEE DOLLAR AMOUNT
<S> <C>
45 3.30
50 3.50
55 3.76
60 4.12
65 4.60
70 5.27
75 6.25
</TABLE>
Dollar amounts of the monthly Annuity payments for the third and fourth options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 3%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
17
<PAGE> 40
FIXED ANNUITY TABLE & VARIABLE ANNUITY TABLE AT 3% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 5 - PAYMENTS FOR A PERIOD CERTAIN
.
<TABLE>
<CAPTION>
MONTHLY MONTHLY
NUMBER OF PAYMENT NUMBER OF PAYMENT
YEARS AMOUNT YEARS AMOUNT
<S> <C> <C> <C>
10 9.61 21 5.32
11 8.86 22 5.15
12 8.24 23 4.99
13 7.71 24 4.84
14 7.26 25 4.71
15 6.87 26 4.59
16 6.53 27 4.47
17 6.23 28 4.37
18 5.96 29 4.27
19 5.73 30 4.18
20 5.51
</TABLE>
The dollar amounts of the monthly Annuity payments for the fifth option are
based on a net investment rate of 3% per annum.
18
<PAGE> 41
VARIABLE LIFE ANNUITY TABLES AT 5% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1, AND 2- SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
UNISEX NUMBER OF MONTHLY PAYMENTS GUARANTEED
ADJUSTED
AGE NONE 120 180 240
<S> <C> <C> <C> <C>
45 4.71 4.70 4.68 4.66
46 4.75 4.73 4.71 4.69
47 4.79 4.77 4.75 4.73
48 4.83 4.81 4.79 4.76
49 4.88 4.86 4.83 4.80
50 4.93 4.90 4.88 4.84
51 4.98 4.95 4.92 4.88
52 5.03 5.00 4.97 4.92
53 5.09 5.06 5.02 4.97
54 5.15 5.12 5.07 5.02
55 5.22 5.18 5.13 5.07
56 5.29 5.24 5.19 5.12
57 5.36 5.31 5.25 5.17
58 5.44 5.39 5.32 5.23
59 5.53 5.46 5.39 5.29
60 5.62 5.55 5.46 5.35
61 5.72 5.64 5.54 5.41
62 5.82 5.73 5.62 5.47
63 5.94 5.83 5.70 5.54
64 6.06 5.94 5.79 5.61
65 6.19 6.05 5.88 5.67
66 6.33 6.17 5.98 5.74
67 6.48 6.29 6.08 5.81
68 6.64 6.42 6.18 5.87
69 6.82 6.57 6.28 5.94
70 7.00 6.71 6.39 6.00
71 7.21 6.87 6.49 6.06
72 7.43 7.03 6.60 6.12
73 7.67 7.20 6.71 6.17
74 7.93 7.38 6.82 6.22
75 8.21 7.56 6.92 6.27
</TABLE>
Dollar amounts of the monthly Annuity payments for the first and second options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 5%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
19
<PAGE> 42
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
VARIABLE LIFE ANNUITY TABLES AT 5% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
UNISEX
ADJUSTED
AGE 45 50 55 60 65 70 75
<S> <C> <C> <C> <C> <C> <C> <C>
45 4.44 4.50 4.55 4.59 4.62 4.65 4.67
50 4.50 4.58 4.65 4.72 4.78 4.82 4.86
55 4.55 4.65 4.76 4.87 4.96 5.04 5.10
60 4.59 4.72 4.87 5.02 5.17 5.30 5.41
65 4.62 4.78 4.96 5.17 5.39 5.60 5.79
70 4.65 4.82 5.04 5.30 5.60 5.92 6.23
75 4.67 4.86 5.10 5.41 5.79 6.23 6.71
</TABLE>
OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED BY 50% ON DEATH OF PRIMARY PAYEE
<TABLE>
<CAPTION>
UNISEX ADJUSTED AGE OF
PRIMARY
AND SECONDARY PAYEE DOLLAR AMOUNT
<S> <C>
45 4.57
50 4.74
55 4.98
60 5.30
65 5.76
70 6.42
75 7.39
</TABLE>
Dollar amounts of the monthly Annuity payments for the third and fourth options
are based on the Annuity 2000 Table (blended 80%/20% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 5%
per Annum.
Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:
1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4
20
<PAGE> 43
2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8
VARIABLE ANNUITY TABLES AT 5% A.N.I.F.
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 5 - PAYMENTS FOR A PERIOD CERTAIN
.
<TABLE>
<CAPTION>
MONTHLY MONTHLY
NUMBER OF PAYMENT NUMBER OF PAYMENT
YEARS AMOUNT YEARS AMOUNT
<S> <C> <C> <C>
10 10.51 21 6.33
11 9.77 22 6.17
12 9.16 23 6.02
13 8.64 24 5.88
14 8.20 25 5.76
15 7.82 26 5.65
16 7.49 27 5.54
17 7.20 28 5.45
18 6.94 29 5.36
19 6.71 30 5.28
20 6.51
</TABLE>
The dollar amounts of the monthly Annuity payments for the fifth option are
based on a net investment rate of 5% per annum.
21
<PAGE> 44
This page has been left intentionally blank.
<PAGE> 45
This page has been left intentionally blank.
<PAGE> 46
CERTIFICATE OF PARTICIPATION UNDER A DEFERRED FLEXIBLE PREMIUMVARIABLE ANNUITY
GROUP CONTRACT
TAX QUALIFIED
ELECTIVE OPTIONS NON-PARTICIPATING
<PAGE> 47
OPTIONAL DEATH BENEFIT AND CREDIT ENDORSEMENT
This rider is made a part of the Contract/Certificate to which it is attached
and is effective as of the date it is attached to the Contract/Certificate. This
rider supersedes any existing language contained in the Contract/Certificate or
any attached rider/endorsement. The Contract/Certificate is hereby endorsed as
follows:
I. The section entitled "Funding Option Deductions" on the Contract/Certificate
Specifications is deleted and replaced with the following:
FUNDING OPTION DEDUCTIONS
The annual mortality and expense risk deduction is 1.25% for all Funding Options
listed on the Contract/Certificate Specifications and is deducted on a pro rata
basis from all Underlying Funds in a Certificate. This amounts to a daily
deduction of 0.00003425.
II. A new section is added to the "PURCHASE PAYMENT" provision of the
Contract/Certificate as follows:
CREDITS
We will add a credit to a Certificate with each Purchase Payment. Each credit is
added to the Certificate Value when the applicable Purchase Payment is applied
to a Certificate. The credit will be equal to 2% of each Purchase Payment.
Credits are applied pro rata to the Funding Options in the same ratio as the
applicable Purchase Payment.
III. The section entitled "DEATH PROCEEDS PRIOR TO THE MATURITY DATE" is deleted
from the Contract/Certificate and replaced with the following:
DEATH PROCEEDS PRIOR TO THE MATURITY DATE
WHERE THE ANNUITANT WAS YOUNGER THAN AGE 70 ON THE CERTIFICATE DATE
The death benefit payable as of the Death Report Date will be the greatest of
(a), (b) or (c) below, less any applicable premium tax:
(a) the Certificate Value on the Death Report Date;
(b) the total Purchase Payments made under a Certificate, less the total
amount of any partial surrenders; or
(c) the maximum of all Step-Up Death Benefit Values (as described below) in
effect on the Death Report Date which are associated with Certificate Date
anniversaries beginning with the fifth Certificate Date anniversary, and
ending with the last Certificate Date anniversary occurring on or before
the Annuitant's 76th birthday.
We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. If notification is received
more than six months after the date of death, the death benefit payable will be
the Certificate Value on the Death Report Date, less any applicable premium tax.
WHERE THE ANNUITANT WAS AGE 70 THROUGH 75 ON THE CERTIFICATE DATE The death
benefit payable as of the Death Report Date will be the greatest of (a), (b) or
(c) below, less any applicable premium tax:
(a) the Certificate Value on the Death Report Date;
<PAGE> 48
(b) the total Purchase Payments made under a Certificate, less the total
amount of any partial surrenders; or
(c) the Step-Up Death Benefit Value (as described below) in effect on the
Death Report associated with the fifth Certificate Date anniversary.
We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. If notification is received
more than six months after the date of death, the death benefit payable will be
the Certificate Value on the Death Report Date, less any applicable premium tax.
WHERE THE ANNUITANT WAS AGE 76 THROUGH 80 ON THE CERTIFICATE DATE
The death benefit payable as of the Death Report Date will be the greatest of
(a) or (b) below, less any applicable premium tax:
(a) the Certificate Value on the Death Report Date;
(b) the total Purchase Payments made under a Certificate, less the total
amount of any partial surrenders.
We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. If notification is received
more than six months after the date of death, the death benefit payable will be
the Certificate Value on the Death Report Date, less any applicable premium tax.
WHERE THE ANNUITANT WAS OLDER THAN AGE 80 ON THE CERTIFICATE DATE
The death benefit payable as of the Death Report Date will be Certificate Value
on the Death Report Date less any applicable premium tax.
STEP-UP DEATH BENEFIT VALUE
A separate Step-Up Death Benefit Value will be established on the fifth
Certificate Date anniversary, and on each Certificate Date anniversary
thereafter which occurs on or prior to the Death Report Date, and will initially
equal the Certificate Value on that anniversary. After a Step-Up Death Benefit
Value has been established, it will be recalculated each time a Purchase Payment
is made or a partial surrender is taken until the Death Report Date. Step-Up
Death Benefit Values will be recalculated by increasing them by the amount of
each applicable Purchase Payment and by reducing them by a Partial Surrender
Reduction (as described below) for each applicable partial surrender.
Recalculations of Step-Up Death Benefit Values related to any Purchase Payments
or any partial surrenders will be made in the order that such Purchase Payments
or partial surrenders occur.
PARTIAL SURRENDER REDUCTION
The Partial Surrender Reduction referenced above is equal to:
(a) the amount of a Step-Up Death Benefit Value immediately prior to the
reduction for the partial surrender, multiplied by
(b) the amount of the partial surrender divided by the Certificate Value
immediately prior to the partial surrender.
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
President
<PAGE> 49
ANNUITY BENEFITS RIDER
This rider is made part of the Contract/Certificate to which it is attached and
is effective as of the date it is attached to the Contract/Certificate. The
following Annuity benefits are available in conjunction with the Annuity options
as described in the Settlement Provisions of the Contract/Certificate.
VARIABLE ANNUITIZATION FLOOR BENEFIT
We reserve the right to not offer this benefit if market conditions dictate.
Upon a variable annuitization, we guarantee that regardless of the performance
of the Underlying Fund(s), the Certificate Owner's periodic Annuity payments
associated with such annuitization will never be less than a percentage of the
first Annuity payment associated with such annuitization. For each
annuitization, this percentage will be set at the time of annuitization, and
will not change throughout the term of the annuitization. From time to time,
this percentage may vary for new annuitizations based upon the market cost of
offering this benefit, but this percentage will never be less than 50%.
For any annuitization where the Certificate Owner has elected this benefit,
he/she may allocate the amount applied to the Annuity only among Underlying
Funds which are available with the Floor Benefit. Once Annuity payments have
begun, the Certificate Owner may transfer all or any part of his/her Annuity
Units only among Underlying Funds which are available with the Floor Benefit.
Upon election of this benefit, the Funding Option Deduction for each Underlying
Fund available with the Floor Benefit will be increased by a Floor Benefit
Charge. For each annuitization, this charge will be set at the time of
annuitization for each Underlying Fund and will not change throughout the term
of the annuitization. From time to time, this charge may vary for new
annuitizations based upon the market cost of offering this benefit, but the
Floor Benefit Charge will never increase the Funding Option Deduction for each
Underlying Fund by more than 3% when expressed on an annualized basis.
We reserve the right to:
1. make available more or fewer Underlying funds with this benefit at Our
discretion;
2. not offer this benefit in conjunction with various Annuity Options available
in the Contract/Certificate;
3. restrict the choice of Assumed Net Investment Factor available for this
benefit;
4. limit the availability of this benefit based on the Annuitant's age at the
time of annuitization; and
5. restrict the amount of Certificate Value to be annuitized under this benefit.
VARIABLE LIQUIDITY BENEFIT
This benefit is only offered with Annuity Options with period certain payments.
This benefit is not offered in conjunction with the Variable Annuitization Floor
Benefit.
At any time after the first Certificate Year, the Certificate Owner may receive
a payment equal to a portion of, or all of, the present value of the remaining
period certain payments, less a surrender charge of 5% of the amount withdrawn.
The interest rate used to calculate the present value is the Assumed Net
Investment Factor chosen by the Certificate Owner for that annuitization. The
remaining period certain payments are assumed to be level payments equal to the
most recent period certain payment prior to the request for this liquidity
benefit. If the Certificate Owner requests a percentage of the total amount
available, then the remaining period certain payments will be reduced by that
percentage for the remainder of the certain period. After the certain period
expires, any remaining payments, if applicable, will not be affected by the
utilization of this benefit.
FIXED LIQUIDITY BENEFIT
This benefit is only offered with Annuity Options with period certain payments.
<PAGE> 50
At any time after the first Certificate Year, the Certificate Owner may receive
a payment equal to a portion of, or all of, the present value of the remaining
period certain payments, less a surrender charge of 5% of the amount withdrawn.
The interest rate used to calculate the present value is the then current annual
rate of return offered by Us on new Fixed Annuity period certain only
annuitizations for a period of time equal to the number of days remaining in the
Certificate Owner's certain period at the time of request for this benefit. If
the number of days remaining is less than the minimum length of time for which
We offer a new Fixed Annuity period certain only annuitization, then the
interest rate will be the rate of return for that minimum length of time. The
current rate of return offered by Us is the implicit rate of return based upon
the amount applied to annuitization, and the periodic payments paid by Us. The
formula for calculating the present value is as follows:
n
Present Value = (SIGMA) [Payment(s) x (1/1 + ic) (t/365)]
s=1
where: ic = the interest rate described above, and
n = the number of payments remaining in the Certificate Owner's
certain period at the time of request for this benefit
t = the number of days remaining until that payment is made,
adjusting for leap years.
If the Certificate Owner requests a percentage of the total amount available,
then the remaining period certain payments will be reduced by that percentage
for the remainder of the certain period. After the certain period expires, any
remaining payments, if applicable, will not be affected by the utilization of
this benefit.
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
President
<PAGE> 51
RIDER
WAIVER OF WITHDRAWAL OR SURRENDER CHARGE FOR NURSING
HOME CONFINEMENT
This rider is made a part of the Contract/Certificate to which it is attached.
The effective date of this Rider is one year after the Certificate Date shown on
the Certificate Specifications page of the Certificate. This Rider supersedes
any existing language contained in the Contract/ Certificate or any attached
rider/endorsement.
If after the effective date of this Rider, and prior to the Maturity Date of the
Certificate, the Annuitant begins confinement in an Eligible Nursing Home, and
remains confined for the Qualifying Period, the Certificate Owner may make a
total or partial withdrawal, subject to the Maximum Withdrawal Amount, without
incurring a Withdrawal or Surrender Charge. We will waive the Withdrawal or
Surrender Charge only for withdrawals made during continued confinement in an
Eligible Nursing Home after the Qualifying Period has been satisfied, or within
sixty (60) days after such confinement ends. We will require proof of
confinement in a form satisfactory to Us. Part of the proof may be certification
by a licensed physician that such confinement is medically necessary.
DEFINITIONS:
An ELIGIBLE NURSING HOME is an institution or special nursing unit of a hospital
which:
(a) Is Medicare approved as a provider of skilled nursing care services;
and
(b) Is not, other than in name only, an acute care hospital, a home for
the aged, a retirement home, a rest home, a community living center,
or a place mainly for the treatment of alcoholism, mental illness or
drug abuse.
OR
Meets all of the following standards:
(a) It is licensed as a Nursing Care Facility by the state in which it is
located;
(b) It is either a freestanding facility or a distinct part of another
facility such as a ward, wing, unit or swing-bed of a hospital or
other facility;
(c) It provides nursing care to individuals who are not able to care for
themselves and who require nursing care;
(d) Its primary function is to provide nursing care and room and board;
and the facility charges for these services. The care must be
performed under the direction of a licensed physician,
or
registered nurse (RN), or licensed practical nurse (LPN);
(e) It may include care provided by a licensed physical, respiratory,
occupational or speech therapist; and
(f) It is not, other than in name only, an acute care hospital, a home for
the aged, a retirement home, a rest home, a community living center,
or a place mainly for the treatment of alcoholism, mental illness or
drug abuse.
QUALIFYING PERIOD is confinement in an Eligible Nursing Home for 90 consecutive
days.
<PAGE> 52
MAXIMUM WITHDRAWAL AMOUNT
The Maximum Withdrawal Amount available without incurring a Withdrawal or
Surrender Charge is the Certificate Value on the next Valuation Date following
written proof of claim, minus any Purchase Payments and associated credits made
within a one year period prior to the date confinement in an Eligible Nursing
Home begins, minus any additional Purchase Payments and associated credits made
on or after the Annuitant's 71st birthday.
NOTICE OF CLAIM
Written notice of claim must be given to Us following completion of the
Qualifying Period, and either while the Annuitant continues to be confined or
within 60 days after discharge from the Eligible Nursing Home. If notice cannot
be given to Us within 60 days, it must be given as soon as reasonably possible.
PAYMENT OF CLAIMS
Benefits payable under this Rider will be paid as soon as We receive proper
written proof of claim. The portion of the Certificate Value that is surrendered
will be paid in a lump sum to the Certificate Owner.
TAX IMPLICATIONS
Receipt of any portion of the Certificate Value may be taxable. The Certificate
Owner should consult with his/her tax advisor.
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
President
<PAGE> 53
INDIVIDUAL RETIREMENT ANNUITY QUALIFICATION RIDER
As requested by the Contract/Certificate Owner (hereinafter referred to as You
or Your), this Contract/Certificate (hereinafter referred to as Certificate) is
amended as follows to qualify as an Individual Retirement Annuity (IRA) under
Section 408(b) of the Code of 1986, as amended. The provisions of this rider
supersede any contrary provisions in the Certificate.
EXCLUSIVE BENEFIT
This Certificate is established for the exclusive benefit of You or Your
Beneficiaries.
OWNER
This Certificate belongs to the Certificate Owner shown on the CERTIFICATE
SPECIFICATIONS. As Certificate Owner, You have the sole power to exercise rights
and receive benefits under this Certificate during the Annuitant's lifetime. In
order to maintain tax qualification, this Certificate may not be sold, assigned,
transferred, discounted or pledged as collateral for a loan or as security for
the performance of an obligation or for any other purpose except as may be
required or permitted under applicable sections of the Code. We will administer
this Certificate only as an Individual Retirement Annuity.
You will be the recipient of all payments while the Annuitant is alive unless
You direct them to an alternative recipient under a Recorded payment direction.
An alternative recipient under a payment direction does not become the
Certificate Owner. A payment direction is revocable by You at any time by
Written Request giving 30 days advance notice.
Joint ownership is not permitted under this Certificate.
TRANSFER OF OWNERSHIP/ASSIGNMENT
This Certificate shall not be pledged or otherwise encumbered and it shall not
be sold, assigned, or otherwise transferred to any other person or entity other
than us. No loans shall be made under this Certificate.
CREDITOR CLAIMS
To the extent permitted by law, no right or benefit of the Certificate Owner,
Annuitant or Beneficiary under this Certificate shall be subject to the claims
or creditors or any legal process.
BENEFICIARY
The Beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this Certificate continues. Once a change of Beneficiary is
Recorded by Us, it will be effect as of the date of the request, subject to any
payments made or other actions taken by Us before the recording.
If no Beneficiary has been named by You, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass to the estate of the Certificate
Owner.
ANNUITANT/CONTINGENT ANNUITANT
The Annuitant is the individual shown on the CERTIFICATE SPECIFICATIONS on whose
life the first Annuity payment is made. The Annuitant may not be changed after
the Certificate Date except as may be provided hereunder.
No contingent annuitant is permitted under this Certificate.
DEATH OF ANNUITANT/DEATH OF CERTIFICATE OWNER WITH ANNUITANT SURVIVING
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. 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 Certificate be
applied to a Settlement Option subject to the provisions of this Certificate.
<PAGE> 54
ELECTION OF SETTLEMENT OPTIONS
On the Maturity Date, or other agreed upon date, We will pay the amount payable
under this Certificate 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
payments have commenced, no further election changes are allowed.
If no election has been made on the Maturity Date and if the Annuitant is living
and has a spouse, We will pay to You the first of a series of Fixed level
monthly Annuity payments based on the life of the Annuitant as primary payee and
the Annuitant's spouse as secondary payee in accordance with Annuity Option 4.
During the Annuitant's lifetime, if no election has been made and the Annuitant
has no spouse on the Maturity Date, We will pay to You the first of a series of
Fixed level monthly Annuity payments based on the life of the Annuitant, in
accordance with Annuity Option 2, with 120 monthly payments assured.
LIMITATION ON PURCHASE PAYMENTS
Notwithstanding the provisions of the Certificate and except in the case of a
rollover contribution (as permitted by Section 402(c), 403(a)(4), 403(b)(8), or
408(d)(3) of the Code) or a contribution made in accordance with the terms of a
Simplified Employee Pension (SEP) program as described in Section 408(k) of the
Code, the total contributions shall not exceed the lesser of $2,000 or 100% of
compensation for any taxable year. In the case of a spousal IRA, the maximum
contribution shall not exceed the lesser of $4,000 or 100% of compensation, but
no more than $2,000 can be contributed to either spouse's IRA. In the case of a
Simplified Employee Pension Plan qualifying under Section 408(k), the annual
contribution under the Certificate may not exceed the lesser of $30,000 or 15%
of compensation. No contributions will be accepted unless they are in cash.
The amount of purchase payments beyond the minimum purchase payment under this
Certificate is not fixed. The minimum purchase payment must be received as a
rollover (see Section X). Payment of purchase payments beyond the first will not
be required to continue this Certificate.
Purchase payments after the first will not be required to continue this
Certificate in force. We reserve the right, however, to terminate this
Certificate when no purchase payments have been made for at least two
consecutive years and the Certificate Value is less than the Termination amount
of $2,000 or the paid up Annuity benefit at maturity would be less than $20 per
month. If this Certificate is terminated, We will pay You the Certificate Cash
Surrender Value, if any.
COMPENSATION
Compensation means wages, salaries, professional fees, or other amounts derived
from or received from personal service actually rendered (including, but not
limited to, commissions) and includes earned income as defined in Code Section
401(c)(2). Compensation does not include amounts received as earnings or profits
from property or amounts not includable in gross income. Compensation also does
not include any amount received as a pension or Annuity or as deferred
compensation. The term compensation shall include any amount includible in the
individual's gross income under Code Section 71 with respect to a divorce or
separation instrument.
DISTRIBUTION OF BENEFITS
Notwithstanding any provision of this Certificate to the contrary, the
distribution of an individual's interest shall be made in accordance with the
minimum distribution requirements of Section 408(a)(6) or Section 408(b)(3) of
the Code and the regulations thereunder, including the incidental death benefit
provisions of Section 1.401(a)(9)-2 of the proposed regulations, all of which
are herein incorporated by reference.
Your entire interest in the account must be distributed, or begin to be
distributed, by Your required beginning date, which is the April 1 following the
calendar year in which You reach age 70 1/2. For each succeeding year, a
distribution must be made on or before December 31. By the required beginning
date You may elect to have the balance in the account distributed in one of the
following forms:
1. a single sum payment;
2. equal or substantially equal payments over Your life;
<PAGE> 55
3. equal or substantially equal payments over the lives of You and Your
designated Beneficiary;
4. equal or substantially equal payments over a specified period that may
not be longer than Your life expectancy;
5. equal or substantially equal payments over a specified period that may
not be longer than the joint life and last survivor expectancy of You
and Your designated Beneficiary.
MINIMUM AMOUNTS TO BE DISTRIBUTED
If Your interest is to be distributed in other than a lump sum or substantially
equal amounts as discussed above, then the amount to be distributed each year,
commencing at Your required beginning date, must be at least an amount equal to
the quotient obtained by dividing Your entire interest by Your life expectancy
or the joint and survivor expectancy of You and Your designated Beneficiary.
Life expectancy and joint and last survivor expectancy are computed by use of
the return multiples contained in section 1.72-9 of the Income Tax Regulations.
For purposes of this computation, the Certificate Owner's life expectancy may be
recalculated no more frequently than annually; however, the life expectancy of a
non-spouse Beneficiary may not be recalculated.
If Your designated Beneficiary is not Your spouse, then the minimum amount
required to be distributed shall be the greater of the amount determined above,
or the amount determined under the incidental benefit rules set forth in
Treasury Regulation Section 1.401(a)(9)-2.
DEATH
If You die before Your entire interest is distributed, the entire remaining
interest will be distributed as follows:
1.If You die on or after distributions have begun under the DISTRIBUTION
OF BENEFITS section, the entire remaining interest must be distributed
at least as rapidly as provided under the DISTRIBUTION OF BENEFITS
section.
2.If You die before distributions have begun under the DISTRIBUTION OF
BENEFITS section, the entire remaining interest must be distributed as
elected by You, or, if You have not so elected, as elected by the
Beneficiary or Beneficiaries, as follows:
a) by December 31st of the year containing the fifth anniversary
of Your death; or
b) in equal or substantially equal payments over the life or life
expectancy of the designated Beneficiary or Beneficiaries starting
by December 31st of the year following the year of Your death. If
the Beneficiary is Your surviving spouse and he or she elects to
treat this contract as his or her own, this distribution may be
deferred until December 31st of the year You would have turned age
70 1/2.
If Your surviving spouse dies before distributions begin, the restrictions in
paragraphs 2 (a) and (b) above shall apply.
Unless otherwise elected by You prior to the commencement of distributions under
the DISTRIBUTION OF BENEFITS section, or, if applicable, by the surviving spouse
where You die before distributions have commenced, life expectancies of You or
Your spousal Beneficiary shall be recalculated annually for purposes of
distributions under the DISTRIBUTION OF BENEFITS section and the DEATH section.
An election not to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a non-spouse Beneficiary shall not be
recalculated.
ALTERNATIVE CALCULATION METHOD
An individual may satisfy the minimum distribution requirements under section
408(a)(6) and 408(b)(3) of the Code by receiving a distribution for one IRA that
is equal to the amount required to satisfy the minimum distribution requirements
for two or more IRAs. For this purpose, the owner of two or more IRAs may use
the alternative method described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the minimum distribution requirements described above.
NONFORFEITABILITY
Your entire interest in this Certificate is nonforfeitable.
<PAGE> 56
ROLLOVERS
A. Subject to subparagraphs (B) and (C) hereof, and the limitations stated in
the Certificate, You may transfer to this Certificate Your interest in any of
the following:
1. the entire amount, or any portion thereof, under any other individual
retirement account or individual retirement Annuity qualified under
Section 408 of the Code;
2. the entire amount, or any portion thereof, excluding nondeductible
employee voluntary contributions, under a trust described in Section
401(a) of the Code which is exempt from tax under Section 501(a) of the
Code or under a qualified annuity plan described in Section 403(a) of the
Code.
3. the entire amount or any portion thereof, excluding nondeductible employee
voluntary contributions, to which You are entitled under a tax sheltered
annuity described in Section 403(b) of the Code.
Distributions You roll over from retirement plans or arrangements described
in A.2. and A.3. above to this Certificate must be completed by means of a
direct transfer or rollover in accordance with Code Section 401(a)(31) in
order to avoid the mandatory 20% income tax withholding from the distribution
and a possible 10% additional tax penalty under Code Section 72(t). You may
replace amounts withheld from other sources to complete the full rollover,
but the 10% penalty may continue to be due if You do not specify that the
transfer of the distribution be conducted by direct transfer or rollover.
B. You shall not make a rollover under subparagraph (A)(1) hereof during the 12
month period commencing on the date You last made a rollover contribution of
the type described in subparagraph (A)(1).
C. We must receive any amount which qualifies for a rollover within 60 days
after You receive the distribution.
DISTRIBUTIONS PRIOR TO AGE 59 1/2
Except in the event of Your death, disability or attainment of age 59 1/2, we
shall receive from you a declaration of Your intention as to the disposition of
the amounts distributed before making any distribution from this Certificate.
REPORTS
As the issuer of this Certificate, we will furnish reports concerning the status
of the Annuity at least annually.
DISABILITY PAYMENTS
If the Certificate contains a Rider for waiver of premium and disability payment
benefits, any disability payments provided for in the CERTIFICATE SPECIFICATIONS
will be applied as purchase payments under the Certificate.
AMENDMENT
This Certificate may be amended by Us at any time to maintain its qualified
status under Section 408(b) of the Code, following all regulatory approvals. Any
such amendment may be made retroactively effective if necessary or appropriate
to conform to the requirements of the Code (or any State law granting IRA tax
benefits).
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
President
<PAGE> 57
TAX-SHELTERED ANNUITY QUALIFICATION RIDER
If the Certificate/Contract Owner (hereinafter referred to as You or Your) of
this Certificate/Contract (hereinafter referred to as Certificate) requested
that it be issued to comply with Section 403(b) of the Code, the following
conditions, restrictions and limitations to this Certificate. The provisions in
this rider supersede any contrary provisions in the Certificate.
OWNER
This Certificate belongs to the Certificate Owner shown on the CERTIFICATE
SPECIFICATIONS. As Certificate Owner, You have the sole power to exercise rights
and receive benefits under this Certificate during the Annuitant's lifetime. In
order to maintain tax qualification, this Certificate may not be sold, assigned,
transferred, discounted or pledged as collateral for a loan or as security for
the performance of an obligation or for any other purpose except as may be
required or permitted under applicable sections of the Code. We will administer
this Certificate only as a Tax Qualified Certificate under Section 403(b) of the
Code.
You will be the recipient of all payments while the Annuitant is alive unless
You direct them to an alternative recipient under a Recorded payment direction.
An alternative recipient under a payment direction does not become the
Certificate Owner. A payment direction is revocable by You at any time by
Written Request giving 30 days advance notice.
Joint ownership is not permitted under this Certificate.
TRANSFER OF OWNERSHIP/ASSIGNMENT
This Certificate shall not be pledged or otherwise encumbered and it shall not
be sold, assigned, pledged as collateral for a loan, or otherwise transferred to
any other person or entity other than Us.
CREDITOR CLAIMS
To the extent permitted by law, no right or benefit of the Certificate Owner,
Annuitant or Beneficiary under this Certificate shall be subject to the claims
of creditors or any legal process.
BENEFICIARY
The Beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this Certificate continues, subject to the Annuitant's
provided in this rider. Once a change of Beneficiary is Recorded by Us, it will
be effect as of the date of the request, subject to any payments made or other
actions taken by Us before the recording.
If no Beneficiary has been named by You, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass:
a) to Your estate; or
b) to the trustee or plan administrator of a trusteed Tax Qualified plan
certificate for further distribution in accordance with the plan.
ANNUITANT/CONTINGENT ANNUITANT
The Annuitant is the individual shown on the CERTIFICATE SPECIFICATIONS on whose
life the first Annuity payment is made. The Annuitant may not be changed after
the Certificate Date except as may be provided hereunder.
No contingent Annuitant is permitted under this Certificate.
DEATH OF ANNUITANT/DEATH OF CERTIFICATE OWNER WITH ANNUITANT SURVIVING
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. 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 Certificate be
applied to a Settlement Option subject to the provisions of this Certificate.
<PAGE> 58
ELECTION OF SETTLEMENT OPTIONS
On the Maturity Date, or other agreed upon date, We will pay the amount payable
under this Certificate 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
payments have commenced, no further election changes are allowed.
If no election has been made on the Maturity Date and if the Annuitant is living
and has a spouse, We will pay to You the first of a series of Fixed level
monthly Annuity payments based on the life of the Annuitant as primary payee and
the Annuitant's spouse as secondary payee in accordance with Annuity Option 4.
During the Annuitant's lifetime, if no election has been made and the Annuitant
has no spouse on the Maturity Date, We will pay to You the first of a series of
Fixed level monthly Annuity payments based on the life of the Annuitant, in
accordance with Annuity Option 2, with 120 monthly payments assured.
ELECTIVE DEFERRAL CONTRIBUTION LIMITS
In order to meet the qualification requirements of Code Section 403(b), elective
deferral contributions may not exceed the limitations in effect under Code
Section 402(g).
This rule is an individual limitation that applies to all elective deferral
plans, contracts or arrangements in the aggregate.
WITHDRAWAL RESTRICTIONS
To qualify as a Certificate which can defer compensation under a Code Section
403(b) plan or arrangement, the withdrawal restrictions under Code Section
403(b)(11) must be met.
Withdrawals attributable to contributions made pursuant to a salary reduction
agreement may be paid only upon or after attainment of age 59 1/2, separation
from service, death, total or permanent disability (as defined in Code Section
72(m)(7)) or in the case of hardship (as defined in the Treasury Regulations).
The hardship exception applies only to the salary reduction contributions and
not to any income attributable to such contribution.
These withdrawal restrictions apply to years beginning after December 31, 1988
but only with respect to assets other than those assets held as of the close of
the last year beginning before January 1, 1989.
If contributions attributable to a custodial account described in Section
403(b)(7) of the Code are transferred to this Certificate, the following
conditions, restrictions, and limitations apply:
Withdrawals attributable to these transferred contributions may be paid
only upon or after attainment of age 59 1/2, separation from service,
death, or total and permanent disability (as defined in Code Section
72(m)(7)).
Withdrawals on account of hardship may be made only with respect to assets
attributable to a custodial account as of the close of the last year
beginning before January 1, 1989 and amounts contributed thereafter under
a salary reduction agreement but not to any income attributable to such
conditions.
ELIGIBLE ROLLOVERS
To the extent You are otherwise eligible for a distribution under this
Certificate, and provided the distribution is an eligible rollover distribution,
You may elect to have such distribution or a portion of it paid directly to an
eligible retirement plan. You must specify the eligible retirement plan to which
such distribution is to be paid in a form and at such time acceptable to Us.
Such distribution shall be made as of a direct transfer to the eligible
retirement plan so specified. Certificate surrender penalties may apply to all
rollovers.
<PAGE> 59
Previously taxed amounts in this Certificate are not eligible for rollover.
Amounts that are rolled over are taxed generally until later distributed. An
eligible rollover distribution includes generally any taxable distribution or
portion thereof from this Certificate except:
a. any distribution which is one of a series of substantially equal
periodic payments made not less frequently than annually and made to
You for life or life expectancy or to You or Your joint life
beneficiary for joint lives or life expectancies, or for a specified
period of 10 years or more, or
b. any distribution which is a required distribution as described below
under "MANDATORY DISTRIBUTION REQUIREMENTS."
An eligible retirement plan includes an individual retirement annuity or
account described in Code Section 408. It also includes a tax sheltered annuity
plan or arrangement under Code Section 403(b), provided it accepts eligible
rollovers and is a defined contribution plan.
If You receive a distribution that is eligible for rollover, but You receive
the check directly, then mandatory income tax withholding will be taken from
the distribution. You may roll over the balance to an individual retirement
annuity or account within 60 days of receipt, and may make up the amount
withheld from other sources in the rollover in order to roll over the maximum
without possible early distribution tax penalty on the amount of the tax
withholding.
MANDATORY DISTRIBUTION REQUIREMENTS
In order to meet the qualification requirements of Code Section 403(b), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).
Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee not later than
the "required beginning date" or over the life or life expectancy of such
employee or over the lives or joint life expectancy of such employee and a
designated Beneficiary. Generally, the "required beginning date" means April 1
of the calendar year following the later of (1) the calendar year in which the
employee attains age 70 1/2, or (2) the calendar year in which the employee
retires, except that in the event that the employee is a 5% owner, the
"required beginning date" is April 1 of the calendar year in which the employee
attains age 70 1/2.
If the employee dies after the distribution has begun but before his/her entire
interest has been distributed, the remaining interest must be paid out at least
as rapidly as it was being paid out under the method of payment in effect at
the time of death. If the employee dies before the distribution of his/her
entire interest has begun, the entire interest must be distributed within five
years after the employee's death or an Annuity payable over no longer than life
or life expectancy must be distributed to an electing designated Beneficiary
starting within one year of the employee's death. A spousal designated
Beneficiary may elect to defer distributions until the employee would have
attained the age of 70 1/2.
ADMINISTRATIVE COMPLIANCE
If changes in the Code and related law, regulations and rulings require a
distribution greater than described above in order to keep this Certificate
qualified under the Code, we will administer the Certificate in accordance with
these laws, regulations and rulings. We will provide You with a revised rider
describing any necessary changes, following all regulatory approvals.
AMENDMENT
Notwithstanding any provision in this Certificate or in the 403(b) plan of
which this Certificate is a part, we reserve the right to amend or modify the
Certificate or any rider or any endorsement thereto, to the extent necessary to
comply with any law, regulation or other requirement in order to establish or
maintain the qualified status of such plan. Any such amendment or modification
may be made retroactively to conform to the requirements of such law,
regulation or other requirement.
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
President
<PAGE> 60
PENSION/PROFIT SHARING PLAN QUALIFICATION RIDER
If the Certificate/Contract Owner (hereinafter referred to as You or Your) of
this Certificate/Contract (hereinafter referred to as Certificate) requested
that it be issued to comply with Section 401(a) of the Code, the following
conditions, restrictions and limitations apply to this Certificate. The
Certificate shall constitute an asset of the qualified pension or profit-sharing
plan established under Code Section 401(a) and the regulations thereunder and
the Certificate shall be subject to the provisions, terms and conditions of such
qualified plan. The amounts held under this Certificate will be used for the
exclusive benefit of the employees and their beneficiaries. The provisions in
this rider supersede any contrary provisions in the Certificate.
OWNER
This Certificate belongs to the Certificate Owner shown on the CERTIFICATE
SPECIFICATIONS. As Certificate Owner, You have the sole power to exercise rights
and receive benefits under this Certificate during the Annuitant's lifetime. In
order to maintain tax qualification, this Certificate may not be sold, assigned,
transferred, discounted or pledged as collateral for a loan or as security for
the performance of an obligation or for any other purpose except as may be
required or permitted under applicable sections of the Code. We will administer
this Certificate only as a Tax Qualified Certificate.
You will be the recipient of all payments while the Annuitant is alive unless
You direct them to an alternative recipient under a Recorded payment direction.
An alternative recipient under a payment direction does not become the
Certificate Owner. A payment direction is revocable by You at any time by
Written Request giving 30 days advance notice.
Joint ownership is not permitted under this Certificate.
TRANSFER OF OWNERSHIP ASSIGNMENT
This Certificate shall not be pledged or otherwise encumbered and it shall not
be sold, assigned, or otherwise transferred to any other person or entity other
than Us.
CREDITOR CLAIMS
To the extent permitted by law, no right or benefit of the Certificate Owner,
Annuitant or Beneficiary under this Certificate shall be subject to the claims
of creditors or any legal process.
BENEFICIARY
The Beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this Certificate continues, subject to the limitations
provided in this rider. Once a change of Beneficiary is Recorded by Us, it will
be effect as of the date of the request, subject to any payments made or other
actions taken by Us before the recording.
If no Beneficiary has been named by You, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass:
a) to Your estate; or
b) to the trustee or plan administrator of a trusteed Tax Qualified plan
certificate for further distribution in accordance with the plan.
ANNUITANT/CONTINGENT ANNUITANT
The Annuitant is the individual shown on the CERTIFICATE SPECIFICATIONS on whose
life the first Annuity payment is made. The Annuitant may not be changed after
the Certificate Date except as may be provided hereunder.
No contingent annuitant is permitted under this Certificate.
DEATH OF ANNUITANT/DEATH OF CERTIFICATE OWNER WITH ANNUITANT SURVIVING
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. 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 Certificate be
applied to a Settlement Option subject to the provisions of this Certificate.
<PAGE> 61
ELECTION OF SETTLEMENT OPTIONS
On the Maturity Date, or other agreed upon date, We will pay the amount payable
under this Certificate 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
payments have commenced, no further election changes are allowed.
If no election has been made on the Maturity Date and if the Annuitant is living
and has a spouse, We will pay to You the first of a series of Fixed level
monthly Annuity payments based on the life of the Annuitant as primary payee and
the Annuitant's spouse as secondary payee in accordance with Annuity Option 4.
During the Annuitant's lifetime, if no election has been made and the Annuitant
has no spouse on the Maturity Date, We will pay to You the first of a series of
Fixed level monthly Annuity payments based on the life of the Annuitant, in
accordance with Annuity Option 2, with 120 monthly payments assured.
MANDATORY DISTRIBUTION RESTRICTIONS
In order to meet the qualification requirements of Code Section 401(a), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).
Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee not later than
the "required beginning date" or over no longer than the life or life expectancy
of such employee or the lives or joint life expectancy of such employee and a
designated Beneficiary. Generally, the "required beginning date" means April 1
of the calendar year following the later of (1) the calendar year in which the
employee attains age 70 1/2, or (2) the calendar year in which the employee
retires, except that in the event the employee is a 5% owner, the "required
beginning date" is April 1 of the calendar year following the calendar year in
which the employee attains age 70 1/2.
If the employee dies before his/her entire interest has been distributed, the
remaining interest must be paid out at least as rapidly as under the method of
payment in effect at the time of death. If the employee dies before the
distribution of his/her entire interest has begun, the entire interest must be
distributed within five years after the employee's death or an Annuity payable
over no longer than life or life expectancy must be distributed to an electing
designated Beneficiary starting within one year of the employee's death. A
spousal designated Beneficiary may elect to defer distributions until the
employee would have attained the age of 70 1/2.
ANNUITIES DISTRIBUTED UNDER QUALIFIED PLANS
If the applicant for this Certificate requested that it be issued to comply with
Section 401(a) of the Code, and this Certificate has subsequently been
transferred to the Annuitant, the following conditions, restrictions and
limitations apply to this Certificate in addition to the above.
SPOUSAL CONSENT
Death Benefit - If the Annuitant dies while the Certificate continues and the
Annuitant has a spouse at the time of the Annuitant's death, We will pay the
death benefit to a person other than the current spouse of the Annuitant only if
proof of spousal consent, which meets the requirements of Section 417 of the
Code, is furnished to Us.
If the Beneficiary is not the current spouse and such spousal consent is not
furnished, we will pay 50% of the death benefit to the current spouse. We will
pay the balance of the death benefit to the Beneficiary.
Cash Surrender - Before the due date of the first Annuity Payment, 1) if You do
not have a spouse and without the consent of any Beneficiary; or, 2) if You do
have a current spouse then only with the written consent of Your spouse, as
required by Section 417 of the Code; We will pay to You all or any portion of
the Certificate Cash Surrender Value upon receipt of Your Written Request for
it.
<PAGE> 62
Settlement Option - If the Annuitant is living on the Maturity Date, payment
must be made in accordance with Option 4 under ANNUITY OPTIONS unless You elect
another form of Annuity Option and furnish Us a qualified election which meets
the requirements of Section 417 of the Code.
AMENDMENT
Notwithstanding any provision to the contrary in this Certificate or the
qualified pension or profit-sharing plan of which this Certificate is a part, we
reserve the right to amend or modify the Certificate or any rider or endorsement
thereto, to the extent necessary to comply with any law, regulation or other
requirement in order to establish or maintain the qualified status of the plan.
Any such amendment or modification may be made retroactively effective if
necessary or appropriate to conform to the conditions imposed by such law,
regulation or other requirement.
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
President
<PAGE> 63
IRC SECTION 457 PLAN RIDER
This Rider modifies the contract/certificate to which it is attached for use in
connection with a deferred compensation plan (the "Plan") qualified under
Section 457 of the Internal Revenue Code of 1986, as amended (the "IRC"). In the
case of a conflict with any provision in the contract/certificate, the
provisions of this Rider will control. This Rider applies and is made a part of
the contract/certificate as of the earliest date permitted by applicable law.
The contract/certificate is modified as follows:
1. The contract/certificate shall constitute an asset of the Plan qualified
under IRC Section 457.
2. The amounts held under this contract/certificate will be used for the
exclusive benefit of the participants and their beneficiaries, and no portion
of the amounts held under this contract/certificate or the proceeds thereof,
nor any interests or rights under this contract/certificate shall be subject
to the claims of the general creditors of the contract/certificate owner.
3. All distributions under this contract/certificate shall be made in accordance
with the requirements of IRC Sections 457 and 401(a)(9), including the
incidental death benefit requirements of IRC Section 401(a)(9)(G) and
Treasury Regulations thereunder, and shall be subject to the provisions,
terms and conditions of such Plan regarding distributions.
THE TRAVELERS LIFE AND ANNUITY COMPANY
/s/ M.A. CARPENTER
PRESIDENT
<PAGE> 1
Exhibit 5
[TRAVELERS LIFE & ANNUITY LOGO] MASTER APPLICATION FOR GROUP
DEFERRED VARIABLE ANNUITY
One Tower Square - Annuity Services - Hartford, CT 06183-5030
[ ] The Travelers Insurance Company
[ ] The Travelers Life and Annuity Company
- --------------------------------------------------------------------------------
1. NAME OF OWNER (PLEASE PRINT) 2. TAXPAYER I.D. NUMBER
- --------------------------------------------------------------------------------
3. ADDRESS (NUMBER, STREET, CITY, STATE, ZIP CODE)
- --------------------------------------------------------------------------------
4. MARKETING PROGRAM (CHECK ONE)
[ ] PENSION/PROFIT SHARING PLAN [ ] IRA ROLLOVER
[ ] TSA [ ] OTHER:
------------------
[ ] TSA ERISA
- --------------------------------------------------------------------------------
5. IS RECORD KEEPING BY THE TRAVELERS REQUESTED? [ ] YES [ ] NO
- --------------------------------------------------------------------------------
6. ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
7. REPLACEMENT INFORMATION
Will this annuity replace any existing life insurance
or annuity contract? [ ] YES [ ] NO
If yes, please give name of company and contract number.
- --------------------------------------------------------------------------------
8. ACKNOWLEDGEMENT
I understand that the contract will take effect when the first premium is
received, and the application is approved in the Home Office of The Travelers.
All payments and values provided by the contract applied for, when based on
investment experience of a separate account, are variable and are not
guaranteed as to a fixed dollar. No agent is authorized to make changes to the
contract or application. I understand that The Travelers may amend this
contract to comply with changes in the Internal Revenue Code and related
regulations.
PLEASE NOTE: Any person who, knowingly and with intent to defraud any insurance
company or other person, files an application for insurance or statement of
claim containing any materially false information or conceals, for the purpose
of misleading, information concerning any fact material thereto, commits a
fradulent act which may be a crime subjecting such person to criminal and civil
penalties.
[ ] I ACKNOWLEDGE THE RECEIPT OF A CURRENT PROSPECTUS.
- --------------------------------------------------------------------------------
SIGNATURE OF OWNER
- --------------------------------------------------------------------------------
APPLICATION SIGNED AT (CITY & STATE) DATE
- --------------------------------------------------------------------------------
[ ] I acknowledge that all data representations and signatures recorded by me
or in my presence in response to my request and all such presentations and
signatures are accurate and valid to the best of my knowledge and belief.
Will the contract applied for replace any existing annuity contract or life
insurance policy?
[ ] YES [ ] NO
- --------------------------------------------------------------------------------
SIGNATURE OF AGENT/REPRESENTATIVE SS# TELEPHONE#
- --------------------------------------------------------------------------------
PRINT NAME OF AGENT/REPRESENTATIVE DATE LICENSE#
- --------------------------------------------------------------------------------
L-22212 Rev. 7-98
<PAGE> 2
[TRAVELERS LIFE & ANNUITY LOGO] GROUP DEFERRED ANNUITY
DATA COLLECTION FORM
One Tower Square - Annuity Services - Hartford, CT 06183-5030
[ ] The Travelers Insurance Company
[ ] The Travelers Life and Annuity Company
- --------------------------------------------------------------------------------
CERTIFICATE OWNER/ANNUITANT INFORMATION
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Date of Birth (DOB)
- --------------------------------------------------------------------------------
SS# Sex [ ]M [ ]F
- --------------------------------------------------------------------------------
U.S. Citizen [ ] Y [ ] N Telephone (Daytime)
( )
- --------------------------------------------------------------------------------
BENEFICIARY INFORMATION
- --------------------------------------------------------------------------------
Full Name SS# DOB Relationship % to Receive
- --------------------------------------------------------------------------------
Primary
- --------------------------------------------------------------------------------
Primary [ ] Contingent [ ]
- --------------------------------------------------------------------------------
Primary [ ] Contingent [ ]
- --------------------------------------------------------------------------------
MATURITY DATE: / / .
---- ---- ----
- --------------------------------------------------------------------------------
MARKETING PROGRAM REPLACEMENT INFORMATION
- --------------------------------------------------------------------------------
[ ] PENSION/PROFIT SHARING Will the certificate applied for replace any
existing annuity contract or life insurance
policy
[ ] TSA [ ] Y [ ] N
[ ] TSA ERISA If Yes, specify company name and contract
number in the "Remarks" section on the next
page.
[ ] IRA ROLLOVER
[ ] OTHER:
-------------
- --------------------------------------------------------------------------------
Please check the following if choosing the Optional Death Benefit and Credit
Endorsement:
[ ] Yes, I elect the Optional Death Benefit (if not, you will receive the
Standard Death Benefit)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
ALLOCATION SCHEDULE
- ------------------------------------------------------------------------------------------------------
INVESTMENT SELECTION PERCENTAGE INVESTMENT SELECTION PERCENTAGE
(Total must equal 100%) (Total must equal 100%)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
% %
- ------------------------------------------------------------------------------------------------------
TOTAL 100% TOTAL 100%
- ------------------------------------------------------------------------------------------------------
</TABLE>
L-22213 Rev. 7-98
<PAGE> 1
EXHIBIT 10
Consent of Independent Certified Public Accountants
The Board of Directors
The Travelers Life and Annuity Company
We consent to the use of our report included herein and to the reference to our
firm as experts under the heading "Independent Accountants."
KPMG Peat Marwick LLP
Hartford, Connecticut
November 2, 1998
<PAGE> 1
EXHIBIT 13
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
SCHEDULE FOR COMPUTATION OF TOTAL RETURN CALCULATIONS
The standardized and nonstandardized average annual total returns are computed
according to the formula described below. A hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending reedemable
values as of the most recent fiscal year end, for the calendar year-to-date
(nonstandardized only), and over a 1-year, 3-year (nonstandardized only),
5-year, and 10-year period, or since inception if a Funding Option has not been
in existence for one of the prescribed periods.
1/n
T = (ERV/P) -1 where:
T = average annual total return
P = a hypothetical initial payment of $1,000
n = the applicable year (1, 3, 5, 10) or portion thereof
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of each of the periods
Both the standardized and nonstandardized performance returns reflect the
deduction for the management fees and other expenses for a Funding Option, the
mortality and expense risk charge and the administrative expense charge.
For Funding Options that were in existence prior to the date they became
available under the Separate Account, the standardized average total return
quotations may be accompanied by returns showing the investment performance
that such Fund Options would have achieved (reduced by applicable charges/fees
had they been held under the Contract for the period quoted. The total return
quotations are based on historical earnings and are not necessarily
representative of future performance.
Standardized Method
The standardized returns take into consideration all fees and/or charges
applicable to the Funding Option or contract, for both the standard death
benefit and the enhanced death benefit.
Nonstandardized Method
Nonstandardized returns do not reflect the deduction of any fees or charges,
except the contingent deferred sales charge, which, if reflected, would
decrease the level of performance shown.
For a Schedule of the Computation of the Historical Total Return Quotations,
see attached.
<PAGE> 2
EXHIBIT 13
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust 12/31/87 1.292111434 1983 0.0000% 1
12/31/88 1.462544815 1988 0.0000% 1.131903005
12/31/89 1.464464665 1989 0.0000% 1.133388828
12/31/90 1.305169565 1990 0.0000% 1.01010604
12/31/91 1.644605451 1991 0.0000% 1.272804657
12/31/92 1.837571906 1992 0.0000% 1.422146618
12/31/93 2.068910059 1993 0.0000% 1.601185474
12/31/94 2.017230742 1994 0.0000% 1.561189452
12/31/95 2.301535522 1995 0.0000% 1.781220614
12/31/96 2.637498432 1996 0.0000% 2.0412314
12/31/97 3.036176126 1997 0.0000% 2.349778854
Account Value $1,151 $1,652 $2,350
Surrender Value $1,101 $1,642 $2,350
Returns 10.12% 10.42% 8.91% 12/31/87
Managed Assets Trust 12/31/87 1.233795827 1983 0.0000% 1
12/31/88 1.330979406 1988 0.0000% 1.078767959
12/31/89 1.671332188 1989 0.0000% 1.354626229
12/31/90 1.683831439 1990 0.0000% 1.364756958
12/31/91 2.034542645 1991 0.0000% 1.649010801
12/31/92 2.112243871 1992 0.0000% 1.711988179
12/31/93 2.281506772 1993 0.0000% 1.849176924
12/31/94 2.202156273 1994 0.0000% 1.784862799
12/31/95 2.764770757 1995 0.0000% 2.240865706
12/31/96 3.106548636 1996 0.0000% 2.517879027
12/31/97 3.721122518 1997 0.0000% 3.015995384
Account Value $1,198 1,762 $3,016
Surrender Value $1,148 1,752 $3,016
Returns 14.78% 11.86% 11.66% 12/31/87
Money Market Portfolio 12/31/87 1 1987 0.0000% 1
12/31/88 1.0577583 1988 0.0000% 1.0577583
12/31/89 1.124811424 1989 0.0000% 1.124811424
12/31/90 1.200203675 1990 0.0000% 1.200203675
12/31/91 1.264203102 1991 0.0000% 1.264203102
12/31/92 1.289070166 1992 0.0000% 1.289070166
12/31/93 1.301106581 1993 0.0000% 1.301106581
12/31/94 1.346384626 1994 0.0000% 1.346384626
12/31/95 1.385992559 1995 0.0000% 1.385992559
12/31/96 1.425765925 1996 0.0000% 1.425765925
12/31/97 1.479319651 1997 0.0000% 1.479319651
Account Value $1,038 1,148 $1,479
Surrender Value $988 1,138 $1,479
Returns -1.24% 2.61% 3.99% 12/31/87
- ----------------------------------------------------------------------------------------------------------------------------------
American Odyssey Funds 1.
Core Equity Fund 5/1/93 1 1993 0.0000% 1
12/31/93 1.012381323 1993 0.0000% 1.012381323
12/31/94 0.989669139 1994 0.0000% 0.989669139
12/31/95 1.354532914 1995 0.0000% 1.354532914
12/31/96 1.647371135 1996 0.0000% 1.647371135
12/31/97 2.146049653 1997 0.0000% 2.146049653
Account Value $1,303 $2,146
Surrender Value $1,253 $2,126
Returns 25.27% 17.52% 5/1/93
</TABLE>
1
<PAGE> 3
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Emerging Opportunities
Fund 5/1/93 1 1993 0.0000% 1
12/31/93 1.07883153 1993 0.0000% 1.07883153
12/31/94 1.168544316 1994 0.0000% 1.168544316
12/31/95 1.526376468 1995 0.0000% 1.526376468
12/31/96 1.460035427 1996 0.0000% 1.460035427
12/31/97 1.543368887 1997 0.0000% 1.543368887
Account Value $1,057 $1,543
Surrender Value $1,007 $1,523
Returns 0.71% 9.43% 5/1/93
Global High-Yield
Bond Fund * 5/1/98 - - - 5/1/98
Intermediate-Term
Bond Fund 5/1/93 1 1993 0.0000% 1
12/31/93 1.034787102 1993 0.0000% 1.034787102
12/31/94 0.992819712 1994 0.0000% 0.992819712
12/31/95 1.127829494 1995 0.0000% 1.127829494
12/31/96 1.157584094 1996 0.0000% 1.157584094
12/31/97 1.229034395 1997 0.0000% 1.229034395
Account Value $1,062 $1,229
Surrender Value $1,012 $1,209
Returns 1.17% 4.15% 5/1/93
International Equity
Fund 5/1/93 1 1993 0.0000% 1
12/31/93 1.180445504 1993 0.0000% 1.180445504
12/31/94 1.084352304 1994 0.0000% 1.084352304
12/31/95 1.274484489 1995 0.0000% 1.274484489
12/31/96 1.534043962 1996 0.0000% 1.534043962
12/31/97 1.591401076 1997 0.0000% 1.591401076
Account Value $1,037 $1,591
Surrender Value $987 $1,571
Returns -1.26% 10.16% 5/1/93
Long-Term Bond Fund 5/1/93 1 1993 0.0000% 1
12/31/93 1.084797668 1993 0.0000% 1.084797668
12/31/94 1.009605722 1994 0.0000% 1.009605722
12/31/95 1.221077239 1995 0.0000% 1.221077239
12/31/96 1.221574612 1996 0.0000% 1.221574612
12/31/97 1.351696456 1997 0.0000% 1.351696456
Account Value $1,107 $1,352
Surrender Value $1,057 $1,332
Returns 5.65% 6.32% 5/1/93
- -----------------------------------------------------------------------------------------------------------------------------------
American Odyssey Funds 2.
Core Equity Fund
w/chart fee 5/1/93 1 1993 0.0000% 1
12/31/93 1.003966218 1993 0.0000% 1.003966218
12/31/94 0.969221016 1994 0.0000% 0.969221016
12/31/95 1.310477153 1995 0.0000% 1.310477153
12/31/96 1.574104505 1996 0.0000% 1.574104505
12/31/97 2.025163744 1997 0.0000% 2.025163744
Account Value $1,287 $2,025
Surrender Value $1,237 $2,005
Returns 23.65% 16.06% 5/1/93
Emerging Opportunities
Fund w/chart fee 5/1/93 1 1993 0.0000% 1
12/31/93 1.069930181 1993 0.0000% 1.069930181
12/31/94 1.14458642 1994 0.0000% 1.14458642
12/31/95 1.476883839 1995 0.0000% 1.476883839
12/31/96 1.395171258 1996 0.0000% 1.395171258
12/31/97 1.456483702 1997 0.0000% 1.456483702
Account Value $1,044 $1,456
Surrender Value $994 $1,436
Returns -0.61% 8.06% 5/1/93
</TABLE>
2
<PAGE> 4
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Global High-Yield Bond
Fund w/chart fee * 5/1/98 1 1998 0.0000% 1 - - - 5/1/98
Intermediate-Term Bond
Fund w/chart fee 5/1/93 1 1993 0.0000% 1
12/31/93 1.02620843 1993 0.0000% 1.02620843
12/31/94 0.972310996 1994 0.0000% 0.972310996
12/31/95 1.090947522 1995 0.0000% 1.090947522
12/31/96 1.105783465 1996 0.0000% 1.105783465
12/31/97 1.159455486 1997 0.0000% 1.159455486
Account Value $1,049 $1,159
Surrender Value $999 $1,139
Returns -0.15% 2.83% 5/1/93
International Equity
Fund w/chart fee 5/1/93 1 1993 0.0000% 1
12/31/93 1.170812605 1993 0.0000% 1.170812605
12/31/94 1.062040389 1994 0.0000% 1.062040389
12/31/95 1.232944515 1995 0.0000% 1.232944515
12/31/96 1.465701278 1996 0.0000% 1.465701278
12/31/97 1.501617751 1997 0.0000% 1.501617751
Account Value $1,025 $1,502
Surrender Value $975 $1,482
Returns -2.55% 8.78% 5/1/93
Long-Term Bond Fund
w/chart fee 5/1/93 1 1993 0.0000% 1
12/31/93 1.075856975 1993 0.0000% 1.075856975
12/31/94 0.988767267 1994 0.0000% 0.988767267
12/31/95 1.181241491 1995 0.0000% 1.181241491
12/31/96 1.166958629 1996 0.0000% 1.166958629
12/31/97 1.27522801 1997 0.0000% 1.27522801
Account Value $1,093 $1,275
Surrender Value $1,043 $1,255
Returns 4.28% 4.99% 5/1/93
- ----------------------------------------------------------------------------------------------------------------------------------
Delaware Group Premium
Fund, Inc.
Investments REIT
Series * 5/6/98 - - - 5/6/98
Small Cap Value Series 12/23/93 1 1993 0.0000% 1
12/31/93 1.020726027 1993 0.0000% 1.020726027
12/31/94 1.015981391 1994 0.0000% 1.015981391
12/31/95 1.2161941 1995 0.0000% 1.2161941
12/31/96 1.471988529 1996 0.0000% 1.471988529
12/31/97 1.932703638 1997 0.0000% 1.932703638
Account Value $1,313 $1,933
Surrender Value $1,263 $1,913
Returns 26.30% 17.48% 12/23/93
- ----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Variable
Investment Funds
Capital Appreciation
Portfolio 4/5/93 1 1993 0.0000% 1
12/31/93 1.057605574 1993 0.0000% 1.057605574
12/31/94 1.076244656 1994 0.0000% 1.076244656
12/31/95 1.419564038 1995 0.0000% 1.419564038
12/31/96 1.760562942 1996 0.0000% 1.760562942
12/31/97 2.226875581 1997 0.0000% 2.226875581
Account Value $1,265 $2,227
Surrender Value $1,215 $2,207
Returns 21.49% 18.17% 4/5/93
</TABLE>
3
<PAGE> 5
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Small Cap Portfolio 8/31/90 1 1990 0.0000% 1
12/31/90 1.01676291 1990 0.0000% 1.01676291
12/31/91 2.610309949 1991 0.0000% 2.610309949
12/31/92 4.417307076 1992 0.0000% 4.417307076
12/31/93 7.345977124 1993 0.0000% 7.345977124
12/31/94 7.817394349 1994 0.0000% 7.817394349
12/31/95 9.990805728 1995 0.0000% 9.990805728
12/31/96 11.50464188 1996 0.0000% 11.50464188
12/31/97 13.26602042 1997 0.0000% 13.26602042
Account Value $1,153 $3,003 $13,266
Surrender Value $1,103 $2,993 $13,266
Returns 10.31% 24.50% 42.22% 8/31/90
- ----------------------------------------------------------------------------------------------------------------------------------
Greenwich Street Series Fund
Equity Index Portfolio 11/30/91 1 1991 0.0000% 1
12/31/91 1.0994 1991 0.0000% 1.0994
12/31/92 1.173538337 1992 0.0000% 1.173538337
12/31/93 1.275065479 1993 0.0000% 1.275065479
12/31/94 1.285899234 1994 0.0000% 1.285899234
12/31/95 1.746194511 1995 0.0000% 1.746194511
12/31/96 2.124423698 1996 0.0000% 2.124423698
12/31/97 2.792791986 1997 0.0000% 2.792791986
Account Value $1,315 $2,380 $2,793
Surrender Value $1,265 $2,370 $2,793
Returns 26.46% 18.82% 18.37% 11/30/91
- ----------------------------------------------------------------------------------------------------------------------------------
Montgomery Variable Series
Growth Fund 2/9/96 1 1996 0.0000% 1
12/31/96 1.258404431 1996 0.0000% 1.258404431
12/31/97 1.598117769 1997 0.0000% 1.598117769
Account Value $1,270 $1,598
Surrender Value $1,220 $1,548
Returns 22.00% 25.97% 2/9/96
- ----------------------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust
Equity Portfolio 8/1/88 1 1988 0.0000% 1
12/31/88 1.013726708 1988 0.0000% 1.013726708
12/31/89 1.228334684 1989 0.0000% 1.228334684
12/31/90 1.206571963 1990 0.0000% 1.206571963
12/31/91 1.56395777 1991 0.0000% 1.56395777
12/31/92 1.821241825 1992 0.0000% 1.821241825
12/31/93 1.939923172 1993 0.0000% 1.939923172
12/31/94 1.988912996 1994 0.0000% 1.988912996
12/31/95 2.728245611 1995 0.0000% 2.728245611
12/31/96 3.324377909 1996 0.0000% 3.324377909
12/31/97 4.158263461 1997 0.0000% 4.158263461
Account Value $1,251 $2,283 $4,158
Surrender Value $1,201 $2,273 $4,158
Returns 20.08% 17.84% 16.33% 8/1/88
- ----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable
Series Funds, Inc.
Capital Fund * 2/17/98 - - -
Investors Fund * 2/17/98 - - -
Total Return Fund * 2/17/98 - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Strong Schafer Trust
Strong Schafer Value
Fund II 10/10/97 1 1997 0.0000% 1
12/31/97 0.987226041 1997 0.0000% 0.987226041
Account Value $987
Surrender Value $938
Returns -6.21% 10/10/97
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 6
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Travelers Series Trust
Disciplined Mid Cap
Stock Portfolio 4/1/97 1 1997 0.0000% 1
12/31/97 1.331461867 1997 0.0000% 1.331461867
Account Value $1,331
Surrender Value $1,281
Returns 28.15% 4/1/97
Disciplined Small Cap
Stock Portfolio * 5/1/98 - - -
Equity Income Portfolio 8/30/96 1 1996 0.0000% 1
12/31/96 1.112177358 1996 0.0000% 1.112177358
12/31/97 1.446486368 1997 0.0000% 1.446486368
Account Value $1,301 $1,446
Surrender Value $1,251 $1,396
Returns 25.06% 28.37% 8/30/96
Federated Stock
Portfolio 8/30/96 1 1996 0.0000% 1
12/31/96 1.121273566 1996 0.0000% 1.121273566
12/31/97 1.47765291 1997 0.0000% 1.47765291
Account Value $1,318 $1,478
Surrender Value $1,268 $1,428
Returns 26.78% 30.51% 8/30/96
Large Cap Portfolio 8/30/96 1 1996 0.0000% 1
12/31/96 1.128198358 1996 0.0000% 1.128198358
12/31/97 1.359367432 1997 0.0000% 1.359367432
Account Value $1,205 $1,359
Surrender Value $1,155 $1,309
Returns 15.49% 22.34% 8/30/96
Lazard International
Stock Portfolio 8/1/96 1 1996 0.0000% 1
12/31/96 1.07503649 1996 0.0000% 1.07503649
12/31/97 1.149119735 1997 0.0000% 1.149119735
Account Value $1,069 $1,149
Surrender Value $1,019 $1,099
Returns 1.89% 6.90% 8/1/96
MFS Mid Cap Growth
Portfolio * 3/23/98 - - -
MFS Research
Portfolio * 3/23/98 - - -
Quality Bond
Portfolio 8/30/96 1 1996 0.0000% 1
12/31/96 1.031140842 1996 0.0000% 1.031140842
12/31/97 1.091029277 1997 0.0000% 1.091029277
Account Value $1,058 $1,091
Surrender Value $1,008 $1,041
Returns 0.81% 3.05% 8/30/96
Social Awareness
Stock Portfolio 5/1/92 1 1992 0.0000% 1
12/31/92 1.085941607 1992 0.0000% 1.085941607
12/31/93 1.153068335 1993 0.0000% 1.153068335
12/31/94 1.10889801 1994 0.0000% 1.10889801
12/31/95 1.461127016 1995 0.0000% 1.461127016
12/31/96 1.731243192 1996 0.0000% 1.731243192
12/31/97 2.176600522 1997 0.0000% 2.176600522
Account Value $1,257 $2,004 $2,177
Surrender Value $1,207 $1,994 $2,167
Returns 20.72% 14.80% 14.61% 5/1/92
</TABLE>
5
<PAGE> 7
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Strategic Stock
Portfolio * 5/1/98 - - -
U.S. Government
Securities Portfolio 1/24/92 1 1992 0.0000% 1
12/31/92 1.066307108 1992 0.0000% 1.066307108
12/31/93 1.153156828 1993 0.0000% 1.153156828
12/31/94 1.074454734 1994 0.0000% 1.074454734
12/31/95 1.321046115 1995 0.0000% 1.321046115
12/31/96 1.323444527 1996 0.0000% 1.323444527
12/31/97 1.472167899 1997 0.0000% 1.472167899
Account Value $1,112 $1,381 $1,472
Surrender Value $1,062 $1,371 $1,462
Returns 6.24% 6.50% 6.61% 1/24/92
Utilities Portfolio
(Smith Barney) 2/4/94 1 1994 0.0000% 1
12/31/94 1.005518814 1994 0.0000% 1.005518814
12/31/95 1.284105577 1995 0.0000% 1.284105577
12/31/96 1.362844677 1996 0.0000% 1.362844677
12/31/97 1.686422304 1997 0.0000% 1.686422304
Account Value $1,237 $1,686
Surrender Value $1,187 $1,656
Returns 18.74% 13.79% 2/4/94
- ----------------------------------------------------------------------------------------------------------------------------------
Travelers Series Fund, Inc.
Alliance Growth Portfolio 6/20/94 1 1994 0.0000% 1
12/31/94 1.046755656 1994 0.0000% 1.046755656
12/31/95 1.394301259 1995 0.0000% 1.394301259
12/31/96 1.781439328 1996 0.0000% 1.781439328
12/31/97 2.270099623 1997 0.0000% 2.270099623
Account Value $1,274 $2,270
Surrender Value $1,224 $2,240
Returns 22.43% 25.63% 6/20/94
MFS Total Return Portfolio 6/20/94 1 1994 0.0000% 1
12/31/94 0.978329645 1994 0.0000% 0.978329645
12/31/95 1.214526097 1995 0.0000% 1.214526097
12/31/96 1.373488094 1996 0.0000% 1.373488094
12/31/97 1.643986977 1997 0.0000% 1.643986977
Account Value $1,197 $1,644
Surrender Value $1,147 $1,614
Returns 14.69% 14.50% 6/20/94
Putnam Diversified
Income Portfolio 6/20/94 1 1994 0.0000% 1
12/31/94 1.008069678 1994 0.0000% 1.008069678
12/31/95 1.168727598 1995 0.0000% 1.168727598
12/31/96 1.249232516 1996 0.0000% 1.249232516
12/31/97 1.328639001 1997 0.0000% 1.328639001
Account Value $1,064 $1,329
Surrender Value $1,014 $1,299
Returns 1.36% 7.67% 6/20/94
Smith Barney High
Income Portfolio 6/22/94 1 1994 0.0000% 1
12/31/94 0.987153991 1994 0.0000% 0.987153991
12/31/95 1.161002742 1995 0.0000% 1.161002742
12/31/96 1.29738242 1996 0.0000% 1.29738242
12/31/97 1.459099751 1997 0.0000% 1.459099751
Account Value $1,125 $1,459
Surrender Value $1,075 $1,429
Returns 7.46% 10.65% 6/22/94
</TABLE>
6
<PAGE> 8
Travelers Retirement Product Nonstandardized Performance (Minus Fees and
Deferred Sales Charge)
<TABLE>
<CAPTION>
Cummulative
Performance
plus 1, minus Inception
M & E Charge 1.25% Date Unit Value yyyy Admin Fee Amin Fee 1 Year 5 Year 10 Year Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Smith Barney
International
Equity Portfolio 6/20/94 1 1994 0.0000% 1
12/31/94 0.954490255 1994 0.0000% 0.954490255
12/31/95 1.048977625 1995 0.0000% 1.048977625
12/31/96 1.219462605 1996 0.0000% 1.219462605
12/31/97 1.237075768 1997 0.0000% 1.237075768
Account Value $1,014 $1,237
Surrender Value $964 $1,207
Returns -3.56% 5.47% 6/20/94
Smith Barney Large
Cap Growth Portfolio * 5/1/98 - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust
Emerging Markets Portfolio * 12/31/97 - - -
</TABLE>
* Fund with an inception date on or after 12/31/97 does not have performance
Information
Returns for periods one year or less are cumulative.
7
