<PAGE> 1
FILE NOS: 33-13054
811-5092
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TRAVELERS TIMED BOND 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 BOND ACCOUNT FOR VARIABLE ANNUITIES
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF SPECIAL MEETING
July 14, 1997
To Variable Annuity Contract Owners:
Notice is hereby given that the Special Meeting of Variable Annuity
Contract Owners of The Travelers Timed Bond Account for Variable Annuities
("Account TB") will be held at its offices at One Tower Square, Hartford,
Connecticut, on Tuesday, September 9, 1997, 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 TB for the year ending December 31, 1997.
3. To approve the continuation of the Distribution and Management
Agreement among Account TB, The Travelers Insurance Company and Tower
Square Securities, Inc.
4. To eliminate the fundamental investment restriction concerning
restricted securities, while retaining the limitation on illiquid
securities.
5. To act on any and all other business as may properly come before
the meeting.
The close of business on June 30, 1997 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.
/s/ ERNEST J. WRIGHT
---------------------------
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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THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
PROXY STATEMENT FOR THE ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
TO BE HELD ON TUESDAY, SEPTEMBER 9, 1997
THE BOARD OF MANAGERS OF THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE
ANNUITIES (ACCOUNT TB) SOLICITS YOUR PROXY FOR USE AT THE SPECIAL MEETING OF
CONTRACT OWNERS AND AT ANY ADJOURNMENT OF IT. The special meeting will be held
at 9:00 a.m. on Tuesday, September 9, 1997, at the offices of Account TB, One
Tower Square, Hartford, Connecticut. This proxy material is being mailed to
Contract Owners beginning on or about July 14, 1997.
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 TB'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, 1997,
for the approval of the continuation of the Distribution and Management
Agreement among Account TB, The Travelers Insurance Company ("Travelers
Insurance") and Tower Square Securities, Inc. ("Tower Square") and to eliminate
the fundamental investment restriction concerning restricted securities, while
retaining the limitation on illiquid securities.
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 TB 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
TB, either in person, by telephone or by telegram.
CONTRACT OWNERS AND THE VOTE
Only Contract Owners of record at the close of business on June 30, 1997
(the record date) will be entitled to notice of and to vote at the annual
meeting. On the record date, there were 5,708,010 units of Account TB
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 May 31, 1997, 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 TB present at the meeting in person or by proxy. Approval of Proposals 3
and 4 requires the affirmative "vote of a majority of the outstanding voting
securities" of Account TB. Under the Investment Company Act of 1940, as amended
("1940
<PAGE> 4
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. For purposes of determining the presence of a quorum for
transacting business at the meeting for Proposals 3 and 4 abstentions will be
treated as shares that are present but which have not been voted. For this
reason, abstentions will have the effect of a "no" vote for purposes of
obtaining the requisite approval of a proposal.
ANNUAL REPORT
Account TB's Annual Report containing financial statements for the fiscal
year ended December 31, 1996, was mailed to Contract Owners of record as of
December 31, 1996. Copies of the Annual Report and the most recent semi-annual
report succeeding Account TB's Annual Report may be obtained by writing to The
Travelers Insurance Company, Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030 free of 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 31, 1997.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/96
- -------------------- ----------------------------------------------------- ---------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 63 ("Smith Barney"); Chairman (1993-present), Smith Bar-
Member Since 1995 ney Strategy Advisors, Inc.; President
(1994-present), Smith Barney Mutual Funds Management
Inc.; Chairman and Director of forty-one investment
companies associated with Smith Barney; Chairman,
Board of Trustees, Drew University; Trustee, The East
New York Savings Bank; 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.
</TABLE>
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<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/96
- -------------------- ----------------------------------------------------- ---------
<C> <S> <C>
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Ed- None
Age 73 wards & Angell, Attorneys; Member, Advisory Board
Member Since 1987 (1973-1994), 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 None
III (1983-1995), Executive Vice President (1989-1994) and
Age 66 Senior Vice President, Finance and Administration
Member Since 1987 (1983-1989), The 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 None
Age 54 (1995-present), Marquette University; Professor of
Member Since 1990 Finance (1980-1995) and 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++.
Frances M. Hawk Portfolio Manager (1992-present), HLM Management None
Age 49 Company, Inc. (investment management); Assistant
Member Since 1991 Treasurer, Pensions and Benefits 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 Com-
pany++.
</TABLE>
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- ---------------
+ 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 Managing Director of Smith Barney and Director of
The Travelers Investment Management Company, the investment adviser to some
of the Separate Accounts, both indirect wholly owned subsidiaries 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 TB's Nominating Committee consists of those members of the Board of
Managers not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. During the fiscal year ended December 31, 1996, 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 TB's Secretary prior to December 31, 1997.
MEETINGS
There were four meetings of the Board of Managers of Account TB during
1996. 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.
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.
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account TB recommends approval of the Proposal to
elect five (5) members of the Board.
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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 31, 1997 by a unanimous vote, cast in person,
including those members of the Board of Managers who are not interested persons
of Account TB, to select the firm of Coopers & Lybrand, L.L.P. as the
independent accountants of Account TB for the fiscal year ending December 31,
1997. 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.
The services provided to Account TB by Coopers & Lybrand, L.L.P. were in
connection with the audit function for the year 1996 and included primarily the
examination of Account TB's financial statements and the review of filings made
with the Securities and Exchange Commission.
Account TB's Audit Committee consists of those members of the Board of
Managers not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. The Audit Committee reviews the services performed
by Coopers & Lybrand L.L.P. During the fiscal year ended December 31, 1996, the
Audit Committee held one meeting.
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account TB 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 TB, Travelers Insurance and
Tower Square which contains a provision relating to the method of payment of
market timing fees.
Account TB 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"), is 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 TB 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
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charge against the assets of Account TB. 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 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 19, 1996.
The Board of Managers of Account TB has caused Account TB to execute the
Distribution and Management Agreement in order to facilitate this convenient
payment method for Timed Contract Owners. However, in causing Account TB 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 TB
is required to approve the continuation of the Distribution and Management
Agreement. If Contract Owners in Account TB do not approve this matter, market
timing fees relating to Account TB 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 TB recommends the approval of the proposal
to approve the continuation of the Distribution and Management Agreement.
4. PROPOSAL TO AMEND THE INVESTMENT RESTRICTIONS OF THE FUND CONCERNING
RESTRICTED SECURITIES
The Board of Managers has approved, subject to shareholder vote, an
amendment to the Fund's fundamental investment restrictions which would remove
any limitation on the investment
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in restricted securities. Currently, the Fund may invest up to 10% of its net
assets in restricted securities.
The current fundamental policy limits purchases of all securities deemed
restricted, including both liquid and illiquid securities, to 10% of the net
assets of the Fund. In contrast, the staff of the Securities and Exchange
Commission takes the position that a portfolio must limit investments in
illiquid securities to 15% of the portfolio's assets. (This 1940 Act limitation
is aimed at insuring that a portfolio will have liquid assets sufficient to make
timely payment for redeemed shares under normal market conditions.) The Fund's
fundamental investment limitation is more restrictive than allowed under the
1940 Act, since it imposes a 10% limitation on both liquid and illiquid
securities.
The Board of Managers believes that the current fundamental investment
restriction concerning restricted securities is more restrictive than is
necessary. The Board recommends that Contract Owners vote to amend the policy so
that the 10% limitation no longer would apply to liquid restricted securities,
but rather would be limited to illiquid restricted securities. The Board
proposes that Contract Owners approve adopting the proposed fundamental
investment restriction which permits unlimited investment in liquid restricted
securities.
As discussed above, the Board of Managers feels that the proposed
fundamental investment restriction regarding restricted securities would enhance
the Fund's investment flexibility and is in line with current securities market
practice.
CONSIDERATIONS OF THE BOARD OF MANAGERS
After consideration of the relevant factors, the Board of Managers of
Account TB has determined that it is appropriate for shareholders to adopt an
amendment to the Fund's fundamental investment restrictions to invest in
restricted securities.
RECOMMENDATION OF THE BOARD OF MANAGERS
The Board of Managers of Account TB recommends approval of the Proposal to
amend the Fund's fundamental investment restriction to enable the Fund to invest
in restricted securities.
5. 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 TB's Secretary at One Tower
Square, Hartford, Connecticut 06183 by November 3, 1997.
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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
Travelers Asset Management International Corporation ("TAMIC"), One Tower
Square, Hartford, Connecticut, serves as investment adviser to Account TB.
DISTRIBUTION AND MANAGEMENT AGREEMENT
Tower Square, One Tower Square, Hartford, Connecticut, is the principal
underwriter for Account TB. Travelers Insurance, One Tower Square, Hartford,
Connecticut is the administrator of Account TB.
OFFICERS OF ACCOUNT TB
<TABLE>
<CAPTION>
POSITION HELD
NAME TITLE SINCE
- ----------------- ----------------------------- -----------------
<S> <C> <C>
Ernest J. Wright Secretary October 21, 1994
Ian R. Stuart Principal Accounting Officer April 24, 1992
</TABLE>
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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 Bond Account
for Variable Annuities (hereinafter "Account TB"), a separate account of the
Company established by its Chairman of the Board and Chief Executive Officer on
January 2, 1987 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 TB.
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 TB.
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 TB the administrative expenses of Account TB, 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 TB,
including clerical, bookkeeping, accounting and other office personnel;
(c) all information and services, including legal services,
required in connection with registering and qualifying Account TB 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 TB for the safekeeping of its cash, securities and
other property;
(g) the charges and expenses of independent accountants retained by
Account TB;
(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 TB; and
(j) reimbursement for amounts paid by Account TB for
indemnification of the Board of Managers of Account TB, the officers and
agents of Account TB pursuant to Article VI of Account TB's 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 TB.
5. Provided Contract Owners annually approve this Agreement at a
meeting of Contract Owners held for that purpose, Account TB 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 TB
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 TB) 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 TB an amount
per valuation period of Account TB, 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 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
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securities of Account TB; 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]
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THE TRAVELERS TIMED
BOND ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT
VG-159 1997
102
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THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
Proxy for the Special Meeting of Contract Owners to be held on September 9, 1997
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 Bond Account for Variable Annuities which the undersigned
is entitled to vote at the Special Meeting of Contract Owners to be held at 9:00
a.m. on Tuesday, September 9, 1997 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 Special Meeting, receipt of
which is hereby acknowledged, and in their discretion, upon such other matters
as may properly come before the Special Meeting or any adjournment thereof.
<TABLE>
<CAPTION>
FOR WITHHOLD FOR, except
Please vote by filling in the boxes below. all AUTHORITY vote withheld
nominees for all for nominees
nominees listed below
<S> <C> <C> <C>
1. Election of the Board of Managers - Nominees: / / / / / /
Heath B. McLendon, Knight Edwards, Robert E. McGill, III, Lewis
Mandell, and Frances M. Hawk.
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Ratification of the selection of Coopers & Lybrand L.L.P. as / / / / / /
independent accountants for the fiscal year ending December 31, 1997.
3. Approval of the continuation of the Distribution and Management / / / / / /
Agreement among The Travelers Timed Bond Account for Variable
Annuities, The Travelers Insurance Company and Tower Square
Securities, Inc.
4. Approval to eliminate the fundamental investment restriction
concerning restricted securities, while retaining the limitation
on illiquid securities. / / / / / /
</TABLE>
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. 102
<PAGE> 16
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE BOARD OF
MANAGERS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4. 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, 3 AND 4.
-------------------------------------------
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:_________________,1997
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.
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Signature(s) if held jointly (Title(s), if required) 102
