<PAGE> 1
FILE NOS: 33-13052
811-5090
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF ANNUAL MEETING
March 6, 1998
To Variable Annuity Contract Owners:
Notice is hereby given that the Annual Meeting of Variable Annuity Contract
Owners of The Travelers Timed Growth and Income Stock Account for Variable
Annuities ("Account TGIS") will be held at its offices at One Tower Square,
Hartford, Connecticut, on Monday, April 27, 1998, at 9:00 a.m. for the following
purposes:
1. To elect five (5) members of the Board of Managers to serve until
the next annual meeting and until their successors are elected and qualify.
2. To ratify the selection of Coopers & Lybrand, L.L.P. as independent
accountants of Account TGIS for the year ending December 31, 1998.
3. To approve the continuation of the Distribution and Management
Agreement among Account TGIS, The Travelers Insurance Company and Tower
Square Securities, Inc.
4. To act on any and all other business as may properly come before
the meeting.
The close of business on February 20, 1998 has been fixed as the record
date for the determination of Variable Annuity Contract Owners entitled to
notice of and to vote at said meeting.
By order of the Board of Managers.
LOGO
ERNEST J. WRIGHT, SECRETARY
Please complete and return the enclosed proxy card as soon as possible in
the post-paid envelope provided. Your prompt response is appreciated.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT
YOU OWN.
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<PAGE> 3
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT FOR THE ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
TO BE HELD ON MONDAY, APRIL 27, 1998
THE BOARD OF MANAGERS OF THE TRAVELERS TIMED GROWTH AND INCOME STOCK
ACCOUNT FOR VARIABLE ANNUITIES (ACCOUNT TGIS) SOLICITS YOUR PROXY FOR USE AT THE
ANNUAL MEETING OF CONTRACT OWNERS AND AT ANY ADJOURNMENT OF IT. The annual
meeting will be held at 9:00 a.m. on Monday, April 27, 1998, at the offices of
Account TGIS, One Tower Square, Hartford, Connecticut. This proxy material is
expected to be mailed to Contract Owners on or about March 6, 1998.
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to Account TGIS's Secretary or by appearing in person to vote at the meeting.
All proxy cards which are properly executed and received in time and not so
revoked will be voted at the meeting in accordance with the instructions on
them, if any. If no specification is made, the proxy card will be voted for the
election of the five (5) nominees for members of the Board of Managers listed in
this proxy statement, for the ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the fiscal year ending December 31, 1998,
and for the approval of the continuation of the Distribution and Management
Agreement among Account TGIS, The Travelers Insurance Company ("Travelers
Insurance") and Tower Square Securities, Inc. ("Tower Square").
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by Travelers Insurance,
the issuer of the variable annuity contracts that use Account TGIS as an
investment alternative. Proxies may be solicited by directors, officers or
employees of Travelers Insurance on behalf of the Board of Managers of Account
TGIS, either in person, by telephone or by telegram.
CONTRACT OWNERS AND THE VOTE
Only Contract Owners of record at the close of business on February 20,
1998 (the record date) will be entitled to notice of and to vote at the annual
meeting. On the record date, there were 59,497,513.858 units of Account TGIS
outstanding and entitled to be voted at the meeting. The number of full and
fractional votes, which you as a Contract Owner are entitled to cast is set
forth on the enclosed proxy card. As of January 31, 1998, no single person or
entity owned beneficially a contract or contracts entitling it to cast more than
5% of the total outstanding votes.
VOTE REQUIRED
Approval of Proposals 1 and 2 requires the affirmative vote of the holders
of a majority of the voting securities present at the meeting in person or by
proxy. A quorum present for Proposals 1 and 2 is 20% of the voting securities of
Account TGIS present at the meeting in person or by proxy. Approval of Proposal
3 requires the affirmative "vote of a majority of the outstanding voting
<PAGE> 4
securities" of Account TGIS. Under the Investment Company Act of 1940, as
amended ("1940 Act"), a "vote of a majority of the outstanding voting
securities" means the affirmative vote of (a) 67% of the outstanding voting
securities represented at the meeting, if more than 50% of the outstanding
voting securities are represented, or (b) more than 50% of the outstanding
voting securities, whichever is less. Abstentions will be counted as present for
purposes of determining a quorum, but will not be counted as voting with respect
to those proposals from which Contract Owners abstain.
ANNUAL REPORT
Account TGIS's Annual Report containing financial statements for the fiscal
year ended December 31, 1997, was mailed to Contract Owners of record as of
December 31, 1997. Copies of the Annual Report and the most recent semi-annual
report succeeding Account TGIS's Annual Report may be obtained by writing to The
Travelers Insurance Company, Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030 without charge, or by calling 1-800-842-9368.
1. ELECTION OF THE BOARD OF MANAGERS
At the meeting, five (5) members of the Board of Managers are to be elected
to hold office until the next annual meeting and until their successors shall
have been elected and qualify. Unless this authority has been withheld on the
proxy card, it is intended that the proxy card will be voted for the election of
the five (5) nominees named below. If any of the nominees are unable to serve at
the time of the meeting, and there is no reason to believe they will not serve,
the persons named as proxies may vote for any other person or persons as they
may determine at their discretion. The following nominees are recommended by the
Nominating Committee pursuant to their meeting held on January 30, 1998.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/97
----------- -------------------- ---------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 64 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 Strategy Advisors, Inc.; President and Director
(1994-present), Mutual Management Corp.; Director and
President (1996-present), Travelers Investment Adviser,
Inc.; Chairman and Director of forty-two investment
companies associated with Smith Barney; Chairman, Board of
Trustees, Drew University; Advisory Director, First Empire
State Corporation; Chairman, Board of Managers, seven
Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Chairman, Board of Trustees, five
Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice
President of Shearson Lehman Brothers Inc.; Vice Chairman
of Shearson Asset Management; Director of PanAgora Asset
Management, Inc. and PanAgora Management Limited.
</TABLE>
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<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/97
----------- -------------------- ---------
<C> <S> <C>
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 74 Angell, Attorneys; Member, Advisory Board (1973-1994),
Member Since 1987 thirty-one mutual funds sponsored by Keystone Group, Inc.;
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Robert E. McGill, Retired manufacturing executive. Director (1983-1995), None
III Executive Vice President (1989-1994) and Senior Vice
Age 66 President, Finance and Administration (1983-1989), The
Member Since 1987 Dexter Corporation (manufacturer of specialty chemicals
and materials); Vice Chairman (1990-1992), Director
(1983-1995), Life Technologies, Inc. (life
science/biotechnology products); Director (1994-present),
The Connecticut Surety Corporation (insurance); Director
(1995-present) CN Bioscience, Inc. (life
science/biotechnology products); Director (1995-present),
Chemfab Corporation (manufacturer of specialty materials);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Lewis Mandell Dean, College of Business Administration (1995-present), None
Age 55 Marquette University; Professor of Finance (1980-1995) and
Member Since 1990 Associate Dean (1993-1995), School of Business
Administration, and Director, Center for Research and
Development in Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
</TABLE>
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<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/97
----------- -------------------- ---------
<C> <S> <C>
Frances M. Hawk, Private Investor (1997-present), Portfolio Manager (1992- None
CFA, CFP 1997), HLM Management Company, Inc. (investment
Age 50 management); Assistant Treasurer, Pensions and Benefits
Member Since 1991 Management (1989-1992), United Technologies Corporation
(broad-based designer and manufacturer of high technology
products); Member, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance
Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.
</TABLE>
- ---------------
+ These seven Variable Annuity Separate Accounts are: 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 and The Travelers Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund; Cash Income Trust;
High Yield Bond Trust; Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the 1940 Act by
virtue of his position as Director of The Travelers Investment Management
Company ("TIMCO"), the investment adviser to Account TGIS. TIMCO is a wholly
owned subsidiary of Smith Barney Holdings Inc., a wholly owned subsidiary of
Travelers Group Inc. Mr. McLendon also owns shares and options to purchase
shares of Travelers Group Inc., the indirect parent of The Travelers
Insurance Company.
Prior to each annual meeting of Contract Owners at which members of the
Board of Managers are to be elected, or if a vacancy in the Board of Managers
occurs between such meetings, the Nominating Committee of the Board of Managers
recommends candidates for nomination as members of the Board of Managers.
Account TGIS' Nominating Committee consists of those members of the Board of
Managers who are not "interested persons" as defined in the 1940 Act. Currently,
these are Knight Edwards, Robert E. McGill, III, Lewis Mandell and Frances M.
Hawk. During the fiscal year ended December 31, 1997, the Nominating Committee
held one meeting. The Committee will consider potential nominees recommended by
Contract Owners. Any Contract Owner desiring to present a candidate to the
Committee for consideration should submit the name of the candidate, in writing,
to Account TGIS' Secretary prior to December 31, 1998.
MEETINGS
There were four regular meetings and one special meeting of the Board of
Managers of Account TGIS during 1997. All members of the Board of Managers
attended at least 75% of the aggregate of its meetings and the meetings of the
committees of which they were members.
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REMUNERATION OF THE BOARD OF MANAGERS
Members of the Board of Managers who are also employees of Travelers Group
Inc. or its subsidiaries are not entitled to any fee. Members of the Board of
Managers who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate annual retainer of $19,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by Travelers
Insurance and the five Mutual Funds sponsored by Travelers Insurance. They also
receive an aggregate fee of $2,500 for each meeting of such Boards attended.
Currently, Travelers Insurance pays such compensation under an Agreement with
Account TGIS.
In addition, the Fund has adopted an Emeritus Program for non-interested
Board members pursuant to which the Fund's Board and the management of the Fund
can continue to benefit from the experience of long-time Board members who have
resigned from the Board. Pursuant to this Program, Board members with 10 years
of service may agree to provide services as an emeritus director at age 72 and,
pursuant to resolutions adopted by the Fund, must retire from the Board at age
80. Service as an emeritus director is limited to 10 years. Each emeritus
director agrees to be available for consultation with the Board and management
of the Fund and may attend Board meetings.
BOARD MEMBER COMPENSATION, BOARD AND COMMITTEE MEETINGS
<TABLE>
<CAPTION>
AMOUNTS PAID DURING CALENDAR YEAR
ENDED DECEMBER 31, 1997 FOR
FIVE MUTUAL FUNDS AND SEVEN VARIABLE
BOARD MEMBER SEPARATE ACCOUNTS (AGGREGATE FEE)
- ------------ ------------------------------------
<S> <C>
Heath B. McLendon N/A
Knight Edwards $31,500.00
Robert E. McGill III $34,000.00
Lewis Mandell $34,000.00
Frances M. Hawk $34,000.00
</TABLE>
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account TGIS recommends approval of the Proposal
to elect five (5) members of the Board.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
It is proposed that Contract Owners ratify the action of the Board of
Managers, taken on January 30, 1998 by a unanimous vote, cast in person,
including those members of the Board of Managers who are not interested persons
of Account TGIS, to select the firm of Coopers & Lybrand, L.L.P. as the
independent accountants of Account TGIS for the fiscal year ending December 31,
1998. A representative from Coopers & Lybrand, L.L.P. is expected to be present
at the meeting with the opportunity to make a statement if desired, and is
expected to be available to respond to appropriate questions.
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<PAGE> 8
The services provided to Account TGIS by Coopers & Lybrand, L.L.P. were in
connection with the audit function for the year 1997 and included primarily the
examination of Account TGIS' financial statements and the review of filings made
with the Securities and Exchange Commission.
The Board also has an Audit Committee consisting of those members who are
not "interested persons" as defined in the 1940 Act. The Audit Committee reviews
the scope and results of the Fund's annual audits with the Fund's independent
accountant and recommends the engagement of the accountants. Currently, the
members of the Audit Committee are Knight Edwards, Robert E. McGill III, Lewis
Mandell and Frances M. Hawk who are not "interested persons" as defined in the
1940 Act. During the fiscal year ended December 31, 1997, the Audit Committee
held one meeting.
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account TGIS recommends approval of the Proposal
to ratify the selection of Coopers & Lybrand L.L.P. as independent accountants.
3. APPROVAL OF THE CONTINUATION OF THE DISTRIBUTION AND MANAGEMENT
AGREEMENT
It is proposed that Contract Owners approve the continuation of the
Distribution and Management Agreement among Account TGIS, Travelers Insurance
and Tower Square which contains a provision relating to the method of payment of
market timing fees.
Account TGIS is one of four timed Variable Annuity Managed Separate
Accounts (the "Timed Accounts") established for the purposes of segregating the
assets of Variable Annuity Contract Owners who enter into third party market
timing services agreements ("Timed Contract Owners"), and avoiding the adverse
effects that transfers made by market timers for Timed Contract Owners could
have on the interests of non-Timed Contract Owners. Copeland Financial Services,
Inc. ("Copeland"), a registered investment adviser and an affiliate of Travelers
Insurance, offers market timing services to the Timed Contract Owners pursuant
to the terms of a market timing services agreement. For these services, Copeland
charges a one-time $30 application fee and an additional fee equivalent to an
annual rate of 1.25% of the current value of assets that it times.
While the market timing agreements are between the Timed Contract Owners
and Copeland, Travelers Insurance is also a signatory to the agreement and is
solely responsible for payment of the fee to Copeland. Paragraph 5 of the
Distribution and Management Agreement provides that Account TGIS will reimburse
Travelers Insurance for the payment of the market timing fees to Copeland.
Travelers Insurance seeks such reimbursement through the deduction of a daily
asset charge against the assets of Account TGIS. Travelers Insurance does not
retain any portion of the fee and is not compensated for any costs incurred in
connection with the payment or deduction of the fees. While the Distribution and
Management Agreement remains in effect, this is the sole market timing fee
payment method available to Timed Contract Owners.
On February 7, 1990, an Order was received from the Securities and Exchange
Commission granting certain exemptions from the 1940 Act necessary to permit
this method of payment of market timing fees. One of the conditions of the Order
was that the Distribution and Management
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<PAGE> 9
Agreement be approved annually by a majority of the outstanding voting
securities of each Timed Account. The continuation of the Distribution and
Management Agreement was last approved by Timed Contract Owners on April 28,
1997.
The Board of Managers of Account TGIS has caused Account TGIS to execute
the Distribution and Management Agreement in order to facilitate this convenient
payment method for Timed Contract Owners. However, in causing Account TGIS to
execute this Agreement, the Board of Managers has not approved or made any
recommendations with respect to the suitability of market timing services in
general, the quality or level of services provided by the current or any future
market timers, or the level of the market timing fees. Because the market timing
services will continue to be provided pursuant to individual agreements between
Timed Contract Owners and Copeland, the Board of Managers does not exercise any
supervisory or oversight role with respect to market timing services or the fees
charged therefor.
Timed Contract Owners receive a quarterly statement indicating the
estimated dollar amount of market timing fees deducted from their Timed Accounts
during the quarter. Timed Contract Owners also receive a chart comparing the
performance of their selected timing strategy for the prior twelve months either
with the return of a comparable non-Timed Account or, upon prior approval of the
Securities and Exchange Commission, with the return of an appropriate index.
A "vote of a majority of the outstanding voting securities" of Account TGIS
is required to approve the continuation of the Distribution and Management
Agreement. If Contract Owners in Account TGIS do not approve this matter, market
timing fees relating to Account TGIS will be paid by pre-authorized partial
surrenders, to the extent permitted by tax law, or by sending a check to
Copeland, and the Distribution and Management Agreement will continue in effect,
with the exception of paragraph 5, which contains these provisions.
A copy of the Distribution and Management Agreement is attached hereto as
Exhibit A.
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account TGIS recommends the approval of the
proposal to approve the continuation of the Distribution and Management
Agreement.
4. OTHER BUSINESS
The Board of Managers knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy discretion to vote
according to their best judgment if any other business properly comes before the
meeting.
ADDITIONAL INFORMATION
CONTRACT OWNER PROPOSALS
All Contract Owner proposals to be included in the Proxy Statement for the
next annual meeting must be received by Account TGIS's Secretary at One Tower
Square, Hartford, Connecticut 06183 by November 1, 1998.
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<PAGE> 10
It is suggested that Contract Owners submit their proposals by Certified
Mail -- Return Receipt Requested. The Securities and Exchange Commission has
adopted certain requirements which apply to any proposals of Contract Owners.
THE INVESTMENT ADVISER
The Travelers Investment Management Company ("TIMCO"), One Tower Square,
Hartford, Connecticut, serves as investment adviser to Account TGIS.
DISTRIBUTION AND MANAGEMENT AGREEMENT
Travelers Insurance, One Tower Square, Hartford, Connecticut is the
administrator for Account TGIS. Tower Square, One Tower Square, Hartford,
Connecticut, is the principal underwriter for Account TGIS.
OFFICERS OF ACCOUNT TGIS
<TABLE>
<CAPTION>
NAME TITLE POSITION HELD SINCE
---- ----- -------------------
<S> <C> <C>
Ernest J. Wright Secretary October 21, 1994
Kathleen A. McGah Assistant Secretary January 27, 1995
David A. Golino Principal Accounting Officer January 30, 1998
</TABLE>
The officers of the Fund serve for one year or until their respective
successors are chosen and qualified. The Fund pays no salaries or compensation
to any of its officers, all of whom are employees of The Travelers Insurance
Company or its affiliates.
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<PAGE> 11
EXHIBIT A
DISTRIBUTION AND MANAGEMENT AGREEMENT
DISTRIBUTION AND MANAGEMENT AGREEMENT (the "Agreement") made this 1st day
of February, 1995 by and among The Travelers Insurance Company, a Connecticut
stock insurance company (hereinafter the "Company"), Tower Square Securities,
Inc., (formerly Travelers Equities Sales, Inc.) a Connecticut general business
corporation (hereinafter "Tower Square"), and The Travelers Timed Growth and
Income Stock Account for Variable Annuities (hereinafter "Account TGIS"), a
separate account of the Company established by its Chairman of the Board and
Chief Executive Officer on October 30, 1986 pursuant to a resolution of the
Company's Board of Directors on August 4, 1967, pursuant to Section 38-154a of
the Connecticut General Statutes. This Agreement supersedes the Distribution and
Management Agreement dated December 30, 1992 between the Company and Account
TGIS.
1. The Company hereby agrees to provide all administrative services
relative to variable annuity contracts and revisions thereof (hereinafter
"Contracts") sold by the Company, the net proceeds of which or reserves for
which are maintained in the Account TGIS.
2. Tower Square hereby agrees to perform all sales functions relative
to the Contracts. The Company agrees to reimburse Tower Square for
commissions paid, other sales expenses and properly allocable overhead
expenses incurred in performance thereof.
3. For providing the administrative services referred to in paragraph
1 above, and for reimbursing Tower Square for the sales functions referred
to in paragraph 2 above, the Company will receive the deductions for sales
and administrative expenses which are stated in the Contracts.
4. The Company will furnish at its own expense and without cost to
Account TGIS the administrative expenses of Account TGIS, including but not
limited to:
(a) office space in the offices of the Company or in such other
place as may be agreed upon from time to time, and all necessary office
facilities and equipment;
(b) necessary personnel for managing the affairs of Account TGIS,
including clerical, bookkeeping, accounting and other office personnel;
(c) all information and services, including legal services,
required in connection with registering and qualifying Account TGIS or
the Contracts with federal and state regulatory authorities, preparation
of registration statements and prospectuses, including amendments and
revisions thereto, all annual, semi-annual and periodic reports, notices
and proxy solicitation materials furnished to variable annuity Contract
Owners or regulatory authorities, including the costs of printing and
mailing such items;
(d) the costs of preparing, printing, and mailing all sales
literature;
(e) all registration, filing and other fees in connection with
compliance requirements of federal and state regulatory authorities;
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(f) the charges and expenses of any custodian or depository
appointed by Account TGIS for the safekeeping of its cash, securities
and other property;
(g) the charges and expenses of independent accountants retained by
Account TGIS;
(h) expenses of Contract Owners' and Board of Managers' meetings;
(i) all expenses of and compensation paid to Members of the Board
of Managers of Account TGIS; and
(j) reimbursement for amounts paid by Account TGIS for
indemnification of the Board of Managers of Account TGIS, the officers
and agents of Account TGIS pursuant to Article VI of Account TGIS' Rules
and Regulations, provided that in the case of any person who is a
director, officer or agent of the Company, the Company's obligation will
be limited to such amount as the Board of Directors of the Company
determines to be reasonable.
Provided, however, that the Company shall not be obligated to pay capital
gains taxes, and any other taxes based on income of, assets in or the existence
of Account TGIS.
5. Provided Contract Owners annually approve this Agreement at a
meeting of Contract Owners held for that purpose, Account TGIS will
reimburse the Company for charges and expenses paid by the Company to
registered investment advisers which provide market timing investment
advisory services relating to the Contracts pursuant to written agreements
between the Contract Owners and such market timing investment advisers,
which agreements are acceptable to the Company. The failure of Contract
Owners to approve this Distribution and Management Agreement shall have no
effect on the validity of the provisions of this Agreement other than this
paragraph 5.
6. The services of the Company and Tower Square to Account TGIS
hereunder are not to be deemed exclusive and the Company and Tower Square
will be free to render similar services to others so long as its services
hereunder are not impaired or interfered with thereby.
7. The Company agrees to guarantee that the annuity payments will not
be affected by mortality experience (under Contracts the reserves for which
are invested in Account TGIS) and assumes the risks (a) that the actuarial
estimate of mortality rates among annuitants may prove erroneous and that
reserves set up on the basis of such estimates will not be sufficient to
meet the Company's variable annuity payment obligations, and (b) that the
charges for services and expenses of the Company set forth in the
Contracts, including the payment of any guaranteed minimum death benefit
prior to the Maturity Date specified in the Contract, may not prove
sufficient to cover its actual expenses. For providing these mortality and
expense risk guarantees, the Company will receive from Account TGIS an
amount per valuation period of Account TGIS, as provided from time to time.
8. This Agreement shall continue in effect for a period of more than
two years from the date of its execution, only so long as such continuance
after said date is specifically approved at least annually by a vote of a
majority of the Board of Managers, who are parties to such
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Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, or by a vote of
a majority of the outstanding voting securities of Account TGIS; provided,
however, that this Agreement will terminate automatically in the event of
its assignment by either party.
9. Notwithstanding termination of this Agreement, the Company will
continue to provide administrative services and mortality and expense risk
guarantees provided for herein with respect to the Contracts in effect on
the date of termination, and the Company shall continue to receive the
compensation provided under this Agreement.
10. This Agreement is subject to the provisions of the Investment
Company Act of 1940, as amended, and the rules of the Securities and
Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and, in the case
of the Company and Tower Square, the seals to be affixed as of the day and year
first above written.
[SIGNATURE LINES OMITTED]
11
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THE TRAVELERS TIMED
GROWTH AND INCOME
STOCK ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT
VG-160 1998
101
<PAGE> 15
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
Proxy for the Annual Meeting of Contract Owners to be held on April 27, 1998
The undersigned, revoking all proxies heretofore given, hereby appoints Heath
B. McLendon, Robert E. McGill, III, or either one of them, as Proxies, with
full power of substitution, to vote on behalf of the undersigned all units of
The Travelers Timed Growth and Income Stock Account for Variable Annuities which
the undersigned is entitled to vote at the Annual Meeting of Contract Owners to
be held at 9:00 a.m. on Monday, April 27, 1998 at One Tower Square, Hartford,
Connecticut, and at any adjournment thereof, in the manner directed below with
respect to the matters described in the Proxy Statement for the Annual Meeting,
receipt of which is hereby acknowledged, and in their discretion, upon such
other matters as may properly come before the Annual Meeting or any adjournment
thereof.
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<S> <C> <C> <C>
Please vote by filling in the appropriate box below, as shown, using blue or black ink
or dark pencil. Do not use red ink. [X] FOR WITHHOLD FOR, except
all AUTHORITY vote withheld
nominees for all for nominees
nominees listed below
1. Election of the Board of Managers - Nominees:
Heath B. McLendon, Knight Edwards, Robert E. McGill, III, Lewis Mandell, [ ] [ ] [ ]
and Frances M. Hawk.
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2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent FOR AGAINST ABSTAIN
accountants for the fiscal year ending December 31, 1998. [ ] [ ] [ ]
3. Approval of the continuation of the Distribution and Management Agreement
among The Travelers Timed Growth and Income Stock Account for Variable
Annuities, The Travelers Insurance Company and Tower Square Securities, Inc. [ ] [ ] [ ]
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In their discretion, the Proxies are authorized to vote on any and all other
business as may properly come before the meeting.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE BOARD OF
MANAGERS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3. THE UNITS
REPRESENTED HEREBY WILL BE VOTED BY THE PROXIES IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED CONTRACT OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE:_____________________, 1998
If signing in a representative capacity
(as attorney, executor or administrator,
trustee, guardian or custodian, corporate
officer or general partner), please
indicate such capacity following
signature. Proxies for custodian accounts
must be signed by the named custodian, not
by the minor.
Signature(s) if held jointly (Title(s), if
required)
