<PAGE> 1
Registration No. 811-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE
-----------------------------------------------------
(Name of Unit Investment Trust)
THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Name of Depositor)
One Tower Square
Hartford, Connecticut 06183
---------------------------
(Registrant's Principal Business Address)
_____ Not the issuer of periodic payment plan certificates.
__X__ Issuer of periodic payment plan certificates.
CONTENTS
I. Organization and General Information
II. General Description of the Trust and Securities of the Trust
III. Organization, Personnel and Affiliated Persons of Depositor
IV. Distribution and Redemption of Securities
V. Information Concerning the Trustee or Custodian
VI. Information Concerning Insurance of Holders of Securities
VII. Policy of Registrant
VIII. Financial and Statistical Information
IX. Exhibits
Signatures
<PAGE> 2
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the Trust and the Internal Revenue Service Employer
Identification Number.
The Travelers Fund UL III for Variable Life Insurance (the "Trust");
There is no IRS Employer Identification Number for the Trust.
(b) Furnish title of each class or series of securities issued by the Trust.
Flexible Premium Individual Variable Life Insurance Contract (the
"Contract").
2. Furnish name and principal business address and zip code and the Internal
Revenue Service Employer Identification Number of each depositor of the
Trust.
The Travelers Insurance Company ("TIC")
One Tower Square
Hartford, Connecticut 06183
IRS Employer Identification Number: 06-0904249
3. Furnish name and principal business address and zip code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the Trust.
The Travelers Insurance Company ("TIC")
One Tower Square
Hartford, Connecticut 06183
IRS Employer Identification Number: 06-0566090
4. Furnish name and principal business address and zip code and the Internal
Revenue Service Employer Identification Number of each principal underwriter
currently distributing securities of the Trust.
No Contracts are currently being distributed. When such distribution
commences, CFBDS, Inc. Inc. ("CFBDS") will be the "Principal
Underwriter" for the Contracts.
CFBDS, Inc. ("CFBDS")
21 Milk Street
Boston, Massachusetts 02109
IRS Employer Identification Number: 04-2845017
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the Trust.
State of Connecticut
2
<PAGE> 3
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the Trust was
organized and issued or proposes to issue securities.
The Trust was established on January 12, 1999 pursuant to a
resolution of the Board of Directors of The Travelers Insurance
Company. The Trust will continue in existence until its complete
liquidation and distribution of assets to all persons entitled to
receive them. The Contracts will be issued pursuant to the Board's
resolution. There is no such indenture or agreement.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of payments
on securities issued or to be issued by the Trust are held by the
custodian or trustee.
TIC intends to act as its own custodian for the safekeeping of the
Trust's assets. There is no such indenture or agreement.
7. Furnish in chronological order the following information with respect to
each change of name of the Trust since January 1, 1930. If the name has
never been changed, so state.
The Trust has never been known by any other name.
8. State the date on which the fiscal year of the Trust ends.
December 31st.
9. MATERIAL LITIGATION. Furnish a description of any pending legal proceedings,
material with respect to the security holders of the Trust by reason of the
nature of the claim or the amount thereof, to which the Trust, the
depositor, or the principal underwriter is a party or of which the assets of
the Trust are the subject, including the substance of the claims involved in
such proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to
be contemplated by a governmental authority. Include any proceeding which,
although immaterial itself, is representative of, or one of, a group which
in the aggregate is material.
There are no pending material legal or administrative proceedings
affecting the Trust to which the Trust, TIC or CFBDS is a party.
3
<PAGE> 4
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the Trust:
(a) Whether the securities are of the registered or bearer type.
The Contracts are of the registered type insofar as all the
insurance policies are personal to the Contract Owner and records
are maintained by TIC.
(b) Whether the securities are of the cumulative or distributive type.
The Contracts are of the cumulative type, providing for no
distribution of dividends or capital gains except in connection with
cash surrenders, loans, or death benefits.
(c) The rights of security holders with respect to withdrawal or redemption.
Incorporated herein by reference to the Prospectus filed
concurrently herewith as part of a Registration Statement on Form
S-6 under the Securities Act of 1933 describing flexible premium
variable life insurance policies (the "Prospectus"), specifically,
the section entitled "Access to Contract Values."
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Access to Contract Values, "and "Policy Benefits
and Rights."
(e) If the Trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults by security holders in making principal payments,
and with respect to reinstatement.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "How the Policy Works."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the Trust's securities or the underlying securities and
the relationship of such persons to the Trust.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Voting Rights" and "Disregard of Voting
Instructions."
4
<PAGE> 5
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the Trust.
(2) the terms and conditions of the securities issued by the Trust.
(3) the provisions of any indenture or agreement of the Trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "General Description," "The Company," "The
Separate Account and Valuation," and "The Travelers Fund UL III for
Variable Life Insurance."
(h) Whether the consent of security holders is required in order for action
to be taken concerning any change in:
(1) the composition of the assets of the Trust.
(2) the terms and conditions of the securities issued by the Trust.
(3) the provisions of any indenture or agreement of the Trust.
(4) the identity of the depositor, trustee or custodian.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Company," "The Investment Options" and
"Voting Rights."
(i) Any other principal feature of the securities issued by the Trust or any
other principal right, privilege or obligation not covered by
subdivisions (a) through (g) or by any other item in this form.
Incorporated by reference to the Prospectus, specifically the
sections entitled " "Death Benefit."
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Investment Options."
12. If the Trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish the
following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal address of principal underwriter.
(e) The period during which the securities of such company have been the
underlying securities.
5
<PAGE> 6
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Investment Options," and to the prospectuses
for each Investment Option which accompany the Prospectus. No
underlying securities have yet been acquired by the Trust.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested distributions
or income, and (5) redeemed or liquidated assets of the Trust's
securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the Trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "Distribution."
(b) For each installment payment type of periodic payment plan certificates
of the Trust, furnish the following information with respect to sales
load and other deductions from principal payments.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "Distribution."
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the Trust. State each
different sales charge available as a percentage of the public offering
price and as a percentage of the net amount invested. List any special
purchase plans or methods established by rule or exemptive order that
reflect scheduled variations in, or elimination of, the sales load and
identify each class of individuals or transactions to which such plans
apply.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "Distribution."
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors or employees of the
depositor, trustee custodian, or principal underwriter.
Not Applicable.
6
<PAGE> 7
(e) Furnish a brief description of any loads, fees, expenses or charges not
covered in Item 13(a) which may be paid by security holders in
connection with the Trust or its securities.
None.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d) through
the sale or purchase of the Trust's securities or interests in such
securities, or underlying securities or interests in underlying
securities, and describe fully the nature and extent of such profits or
benefits.
Neither the Depositor, the Principal Underwriter nor any of their
affiliates will receive any profits or benefits not included in
responses to Item 13(a) and 13(d) above.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the Trust bear to the dividend and
interest income from the Trust property during the period covered by the
financial statements filed herewith.
Not Applicable.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the Trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "General Description," and "How the Policy Works."
15. Describe the procedure with respect to the receipt of payments from
purchasers of the Trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "General Description," and "How the Policy Works."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Investment Options." On each Valuation Date,
TIC will make only one purchase or sale of the shares of each
Investment Option that is offered through the Trust's Sub-Accounts.
Each purchase or sale will be at net asset value, and will represent
a netting of all activities for the Sub-Account.
7
<PAGE> 8
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Policy Benefits and Rights," "Access to Contract
Values."
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the Trust's securities or underlying
securities from security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
TIC is required to honor and process all surrender requests as
described in Item 17(a) above. The Underlying Funds are required to
redeem their shares at net asset value and to make payment therefor
to the Trust within five (5) days of the receipt of any redemption
request.
(c) Indicate whether repurchased or redeemed securities will be canceled or
may be resold.
When a Contract is surrendered, it is canceled.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the Trust and
state the substance of the provisions of any indenture or agreement
pertaining thereto.
All income and other distributable funds of the Trust are reinvested
in the shares of the Investment Options that made the distributions
and will be added to the assets of the Trust.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not Applicable.
(c) If any reserves or special funds are created out of income or principal,
state with respect to each such reserve or fund the purpose and ultimate
disposition thereof, and describe the manner of handling of same.
Not Applicable.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by the
financial statements filed herewith. State for each such distribution
the aggregate amount and amount per share. If distributions from sources
other than current income have been made identify each such other source
and indicate whether such distribution represents the return of
principal payments to security holders. If payments other than cash were
made describe
8
<PAGE> 9
the nature thereof, the account charged and the basis of determining the
amount of such charge.
Not Applicable.
19. Describe the procedure with respect to the keeping of records and accounts
of the Trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Other Matters."
20. State the substance of the provisions of any indenture or agreement
concerning the Trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not Applicable.
(b) The extension or termination of such indenture or agreement.
Not Applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
Not Applicable.
(d) The appointment of a successor trustee and the procedure if a successor
trustee is not appointed.
Not Applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Company."
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Company."
9
<PAGE> 10
21. (a) State the substance of the provisions of any indenture or agreement with
respect to loans to security holders.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Access to Contract Values."
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor, principal
underwriter, trustee or custodian, or any affiliated person of the
foregoing. The following items should be covered:
(1) The name of each person who makes such agreements or arrangements
with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or arrangement.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Access to Contract Values."
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of the
foregoing and the aggregate amount of loans in default at the end of the
last fiscal year covered by financial statements filed herewith.
Not Applicable.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Not Applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the Trust, including
the amount of coverage and the type of bond.
Not Applicable.
24. State the substance of any other material provisions of any indenture or
agreement concerning the Trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
Not Applicable.
10
<PAGE> 11
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS
OF THE DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the Trust, the name of
the state or other sovereign power under the laws of which the depositor was
organized and the date of organization.
The Travelers Insurance Company is a stock insurance company
incorporated on December 5, 1973 in the State of Connecticut.
26. (a) Furnish the following information with respect to all fees received by
the depositor of the Trust in connection with the exercise of any
functions or duties concerning securities of the Trust during the period
covered by the financial statements filed herewith:
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee or
participation.
(4) The aggregate amount received during the last fiscal year covered by
the financial statements filed herewith.
Not Applicable.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of the
Trust. If the depositor acts or has acted in any capacity with respect to
any investment company or companies other than the Trust, state the name or
names of such company or companies, their relationship, if any, to the
Trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
TIC is empowered by its charter to write life, accident and health
insurance endowments and annuities, and to pay benefits in fixed
and/or variable amounts. TIC currently writes individual life
insurance and individual and group annuity contracts on a
non-participating basis.
11
<PAGE> 12
In addition to serving as depositor for the Trust, TIC also serves
or will serve as the depositor for the following investment
companies:
The Travelers Fund U for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account TM for Variable Annuities
The Travelers Separate Account Five for Variable Annuities
The Travelers Separate Account Seven for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Four
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the Trust, with respect to each officer,
director, or partner of the depositor, and with respect to each natural
person directly or indirectly owning, controlling or holding with power
to vote 5% or more of the outstanding voting securities of the
depositor.
Not applicable. See Item 29 below.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
Incorporated by reference to the Prospectus, specifically the
section entitled "Management."
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. Furnish as at latest practicable date the following information with respect
to each company which directly or indirectly owns, controls or holds with
power to vote 5% or more of the outstanding voting securities of the
depositor.
As of January 1, 1999, TIC is an indirect wholly owned subsidiary of
Citigroup Inc. The following table shows via indentations the
relationship of TIC to Citigroup Inc.:
Citigroup Inc.
Associated Madison Companies
PFS Services Inc.
The Travelers Insurance Group Inc.
The Travelers Insurance Company
12
<PAGE> 13
CONTROLLING PERSONS
30. Furnish as the latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor.
No person other than those covered by Items 28, 29 and 42 hereof
directly or indirectly controls the depositor.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR, COMPENSATION OF OFFICERS OF
DEPOSITOR
31. Furnish the following information with respect to the remuneration of
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration:
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself and
the aggregate amount paid by all the subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor.
Not Applicable.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Not Applicable.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and 32)
who received remuneration in excess of $10,000 during the last fiscal
year covered by financial statements filed herewith from the depositor
and any of its subsidiaries.
Not Applicable.
13
<PAGE> 14
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by financial
statements filed herewith to the following classes of persons (exclusive
of those persons covered by Item 33(a)): (1) Sales managers, branch
managers, district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales agents, canvassers and
other persons making solicitations but not in supervisory capacity; (3)
Administrative and clerical employees; and (4) Others (specify). If a
person is employed in more than one capacity, classify according to
predominant type of work.
Not Applicable.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the Trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries.
Not Applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the Trust's securities (a)
are currently being made, (b) are presently proposed to be made and (c) have
been discontinued, indicating by appropriate letter the status with respect
to each state.
The Trust has not yet commenced operations and no sales have been
made or discontinued in any state. It is proposed that securities of
the Trust will be sold in all states of the United States.
36. If sales of the Trust's securities have at any time since January 1, 1936
been suspended for more than a month describe the reasons for such
suspension.
Not Applicable.
37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the Trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
14
<PAGE> 15
(3) Brief statement of reason given for denial.
Not Applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities of
the Trust has been revoked by any federal or state governmental officer,
agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not Applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the Trust.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Contract" and "Distribution."
(b) State the substance of any current selling agreement between each
principal underwriter and the Trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
Distribution Agreement. To be filed by amendment.
(c) State the substance of any current agreement or arrangements of each
principal underwriter with dealers, agents, salesmen, etc. with respect
to commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the Trust is the issuer of periodic
payment plan certificates, furnish schedules of commissions and the
bases thereof.
Selling Agreement. To be filed by amendment.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter of
securities of the Trust, the name of the state or other sovereign power
under the laws of which each underwriter was organized and the date of
organization.
CFBDS, Inc. is a stock corporation incorporated on July 20, 1984 in
the State of Massachusetts.
15
<PAGE> 16
(b) State whether any principal underwriter currently distributing
securities of the Trust is a member of the National Association of
Securities Dealers, Inc.
No Contracts are currently being distributed. CFBDS, Inc. is a
member of the National Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the Trust from the sale of securities of
the Trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period covered
by the financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee or
participation.
(4) The aggregate amount received during the last fiscal year covered by
the financial statements filed herewith.
Not Applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the Trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the Trust, state the name or
names of such company or companies, their relationship, if any, to the
Trust and the nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and the
circumstances surrounding such cessation.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Distribution." As of the date of this Registration
Statement, CFBDS acts in the capacity of principal underwriter with
respect to the following investment companies:
Incorporated herein by reference to Item 29 to the Registration
Statement on Form N-4, File No. 333-60227, filed November 9, 1998.
(b) Furnish as at latest practicable date the address of each branch office
of each principal underwriter currently selling securities of the Trust
and furnish the name and residence address of the person in charge of
such office.
Not Applicable.
16
<PAGE> 17
(c) Furnish the number of individual salesmen of each principal underwriter
through whom any of the securities of the Trust were distributed for the
last fiscal year of the Trust covered by the financial statements filed
herewith and furnish the aggregate amount of compensation received by
such salesmen in such year.
Securities of the Trust have not yet been distributed by the
principal underwriter or any of its representatives. Following the
effectiveness of this Registration Statement, securities of the
Trust may be sold by broker-dealers entering into selling agreements
with CFBDS, the principal underwriter. Securities will also be sold
directly by representatives of CFBDS.
42. Furnish as at latest practicable date the following information with respect
to each principal underwriter currently distributing securities of the Trust
and with respect to each of the officers, directors or partners of such
underwriter:
Securities of the Trust have not yet been distributed by the
principal underwriter or any of its representatives. As of January
15, 1999, the directors and officers of CFBDS, Inc. were as follows:
<TABLE>
<CAPTION>
Name Title
---- -----
<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>
The principal business address for all persons listed above is: 21 Milk
Street, Boston, Massachusetts 02109
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the Trust or effecting transactions
for the Trust in the portfolio securities of the Trust.
Not Applicable.
17
<PAGE> 18
OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the Trust for purposes of determining the offering
price to the public of securities issued by the Trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation.
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6) Whether adjustments are made for fractions, (i) before adding
distributor's compensation (load); and (ii) after adding
distributor's compensation (load).
Incorporated herein by reference to the Prospectus, specifically the
section entitled "The Separate Account and Valuation."
(b) Furnish a specimen schedule showing the components of the offering price
of the Trust's securities as at latest practicable date.
No Contracts have yet been offered for sale to the public.
(c) If there is any variation in the offering price of the Trust's
securities to any person or classes of persons other than underwriters,
state the nature and amount of such variation and indicate the person or
classes of persons to whom such offering is made.
There may be a variation in offering price. Incorporated herein by
reference to the Prospectus, specifically the section entitled
"Charles and Deductions."
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the Trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior to suspension
of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not Applicable.
18
<PAGE> 19
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities issued
by the Trust:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation.)
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities.
(6) Whether adjustments are made for fractions.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "How the Policy Works," and "Policy Benefits and
Rights." The source of quotations for the Investment Options'
securities will be the respective custodian or principal underwriter
for the Investment Options.
(b) Furnish a specimen schedule showing the components of the redemption
price to holders of the Trust's securities as at the latest practicable
date. Such schedule shall be in substantially the following form.
Not Applicable.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance of a
position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in the underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of valuation
of such underlying securities or interests in underlying securities differs
from that set forth in Items 44 and 46. If any item of expenditure included
in the determination of the valuation is not or may not actually be incurred
or expended, explain the nature of such item and who may benefit from the
transaction.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "The Investment Options." Methods of valuation do
not differ from those described in Items 44 and 46.
19
<PAGE> 20
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
Trust.
(a) Name and principal address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
TIC is a corporation incorporated under the laws of the State of
Connecticut. Its principal business address is One Tower Square,
Hartford, Connecticut 06183. It is regulated and supervised by the
Connecticut Insurance Commissioner
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the Trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state the
unearned amount.
TIC will not receive separate compensation for services rendered as
custodian.
50. State whether the trustee or custodian or any other person has or may create
a lien on the assets of the Trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement with
respect thereto.
Not Applicable.
VI. INFORMATION CONCERNING INSURANCE
OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
PLEASE NOTE: The Contracts are themselves the securities being issued in
this case, and the responses to question 51 set forth refer to the insurance
that is provided by the "security" that is being registered.
(a) The name and address of the insurance company.
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
(b) The types of policies and whether individual or group policies.
Flexible Premium Individual Variable Life Insurance Contracts.
20
<PAGE> 21
(c) The types of risks insured and excluded.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "General Description" and "How the Policy Works."
(d) The coverage of the policies.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "General Description" and "Access to Contract
Value."
(e) The beneficiaries of such policies and the uses to which the proceeds of
policies must be put.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Death Benefit."
(f) The terms and manner of cancellation and of reinstatement.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Policy Benefits and Rights."
(g) The method of determining the amount of premiums to be paid by holders
of securities.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "How the Policy Works."
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not Applicable.
(i) Whether any person other than the insurance company receives any part of
such premiums, the name of each such person and the amounts involved,
and the nature of the services rendered therefor.
Not Applicable.
(j) The substance of any other material provisions of any indenture or
agreement of the Trust relating to insurance.
Not Applicable.
21
<PAGE> 22
VII. POLICY OF THE REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method of
selection by which particular portfolio securities must or may be
eliminated from assets of the Trust or must or may be replaced by other
portfolio securities. If an investment adviser or other person is to be
employed in connection with such selection, elimination or substitution,
state the name of such person, the nature of any affiliation to the
depositor, trustee or custodian, and any principal underwriter, and the
amount of remuneration to be received for such services. If any
particular person is not designated in the indenture or agreement,
describe briefly the method of selection of such person.
Incorporated herein by reference to the Prospectus, specifically the
sections entitled "Charges and Deductions" and "The Separate Account
and Valuation."
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith:
(1) Title of security;
(2) Date of elimination;
(3) Reasons for elimination;
(4) The use of the proceeds from the sale of the eliminated security;
(5) Title of security substituted, if any;
(6) Whether depositor, principal underwriter, trustee or custodian or
any affiliated person of the foregoing were involved in the
transaction;
(7) Compensation or remuneration received by each such person directly
or indirectly as a result of the transaction.
Not Applicable.
(c) Describe the policy of the Trust with respect to the substitution and
elimination of the underlying securities of the Trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any underlying
security;
(3) whether the acquisition of such substituted security or securities
would constitute the concentration of investment in a particular
industry or group of industries or would conform to a policy of
concentration of investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the securities of another
investment company; and
(5) the substance of the provisions of any indenture or agreement which
authorize or restrict the policy of the registrant in this regard.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Additional Policy Provisions."
22
<PAGE> 23
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the Trust which is deemed a matter of
fundamental policy and which is elected to be treated as such.
None.
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the Trust.
Incorporated herein by reference to the Prospectus, specifically the
section entitled "Tax Status of the Policy."
(b) State whether the Trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to
such qualifications during the current taxable year.
Not applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the Trust is not the issuer of periodic payment plan certificates furnish
the following information with respect to each class or series of its
securities:
Not Applicable.
55. If the Trust is not the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the Trust.
Not Applicable.
56. If the Trust is the issuer of periodic payment plan certificates, furnish by
years for the period covered by the financial statements filed herewith in
respect of certificates sold during such period, the following information
for each fully paid type of each installment payment type of periodic
payment plan certificate currently being issued by the Trust.
Not Applicable.
57. If the Trust is the issuer of periodic payment plan certificates, furnish by
years for the period covered by the financial statements filed herewith the
following information for each
23
<PAGE> 24
installment payment type of periodic payment plan certificate currently
being issued by the Trust.
Not Applicable.
58. If the Trust is the issuer of periodic payment plan certificates furnish the
following information for each installment payment type of periodic payment
plan certificate outstanding as at the latest practicable date.
Not Applicable.
59. Financial Statements.
FINANCIAL STATEMENTS OF THE TRUST
The Trust has not yet commenced operations, has no assets or
liabilities and has received no income and incurred no expenses,
and, therefore, financial statements are not available at this time.
FINANCIAL STATEMENTS OF DEPOSITOR
The financial statements of The Travelers Insurance Company will be
provided in a Pre-Effective Amendment to the Registration Statement
on Form S-6.
24
<PAGE> 25
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust was
organized or issued securities.
Incorporated herein by reference to the exhibits contained in
the Registration Statement on Form S-6.
(2) The indenture or agreement pursuant to which the proceeds of payments of
securities are held by the custodian or trustee, if such indenture or
agreement is not the same as the indenture or agreement referred to in
paragraph (1).
Not Applicable.
(3) Distributing contracts:
(a) Agreements between the Trust and principal underwriter or between
the depositor and principal underwriter.
(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
(c) Schedules of sales commissions referred to in Item 38(c).
To be filed by amendment.
(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreements set forth in
paragraphs (1), (2) and (3) with respect to the Trust or its securities.
Not Applicable.
(5) The form of each type of security.
To be filed by amendment.
(6) The certificate of incorporation or other instrument of organization and
by-laws of the depositor.
Incorporated herein by reference to the exhibits contained in
the Registration Statement on Form S-6.
(7) Any insurance policy under a contract between the Trust and the
insurance company or between the depositor and the insurance company,
together with the table of insurance premiums.
Not Applicable.
25
<PAGE> 26
(8) Any agreement between the Trust or the depositor concerning the Trust
with the issuer, depositor, principal underwriter or investment adviser
of any underlying investment company or any affiliated person of such
persons.
Not Applicable.
(9) All other material contracts not entered into in the ordinary course of
business of the Trust or of the depositor concerning the Trust.
None.
(10)Form of application for a periodic payment plan certificate.
To be filed by amendment.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.
Not Applicable.
(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which have
heretofore been filed with the Commission pursuant to the Act.
Not Applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the Trust,
distributed securities of the Trust during the last fiscal year covered
by the financial statements filed herewith.
Not Applicable.
26
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, The
Travelers Insurance Company, the Depositor of the Registrant has caused this
registration statement to be duly signed on behalf of the registrant in the City
of Hartford and State of Connecticut on the 28th day of January 1999.
THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE
(Registrant)
THE TRAVELERS INSURANCE COMPANY
(Depositor)
By: /s/ JAY S. BENET
--------------------------------------
Jay S. Benet
Senior Vice President, Chief Financial Officer
Chief Accounting Office and Controller
The Travelers Insurance Company
ATTEST:
By: /s/ ERNEST J. WRIGHT
---------------------------------------
Ernest J. Wright
Secretary
The Travelers Insurance Company
27
