<PAGE> 1
FILE NOS: 33-13053
811-5091
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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 AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
- --------------------------------------------------------------------------------
/X/ 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.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT
FOR VARIABLE ANNUITIES
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF ANNUAL MEETING
March 4, 1996
To Variable Annuity Contract Owners:
Notice is hereby given that the Annual Meeting of Variable Annuity Contract
Owners of The Travelers Timed Aggressive Stock Account for Variable Annuities
("Account TAS") will be held at its offices at One Tower Square, Hartford,
Connecticut, on Friday, April 19, 1996, at 8:30 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 TAS for the year ending December 31, 1996.
3. To approve an amendment to the Investment Advisory Agreement
between Account TAS and The Travelers Investment Management Company.
4. To approve the continuation of the Distribution and Management
Agreement among Account TAS, The Travelers Insurance Company and Tower
Square Securities, Inc.
5. To act on any and all other business as may properly come before
the meeting.
The close of business on February 16, 1996 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, SECRETARY
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.
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<PAGE> 3
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT FOR THE ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
TO BE HELD ON FRIDAY, APRIL 19, 1996
THE BOARD OF MANAGERS OF THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT TAS) 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 8:30 a.m. on Friday, April 19, 1996, at the offices of Account TAS,
One Tower Square, Hartford, Connecticut 06183. This proxy material is expected
to be mailed to Contract Owners on or about March 4, 1996.
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 TAS'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 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, 1996, for the
approval of an amendment to the Investment Advisory Agreement between Account
TAS and The Travelers Investment Management Company ("TIMCO") and for the
approval of the continuation of the Distribution and Management Agreement among
Account TAS, The Travelers Insurance Company ("Travelers Insurance") and Tower
Square Securities, Inc. ("Tower Square") (formerly Travelers Equities Sales,
Inc.).
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 TAS 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
TAS, 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 16,
1996 (the record date) will be entitled to notice of and to vote at the annual
meeting. On the record date, there were 44,568,314 units of Account TAS
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, 1996, no single person or
entity owned beneficially a contract or contracts entitling it to cast more than
5% of the total outstanding votes.
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<PAGE> 4
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. Approval of
Proposals 3 and 4 require the affirmative "vote of a majority of the outstanding
voting securities" of Account TAS. 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. For purposes of determining the presence
of a quorum for transacting business at the meeting, 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 TAS's Annual Report containing financial statements for the fiscal
year ended December 31, 1995, was mailed to Contract Owners of record as of
December 31, 1995. Copies of the Annual Report may be obtained by writing to The
Travelers Insurance Company, Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030, or by calling (860) 277-3525.
1. ELECTION OF THE BOARD OF MANAGERS
At the meeting, five 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 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 18, 1996.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE OWNED
FOR MEMBER PRINCIPAL OCCUPATION 12/31/95
- ------------------- ---------------------------------------------------------- ---------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 62 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 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>
3
<PAGE> 5
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE OWNED
FOR MEMBER PRINCIPAL OCCUPATION 12/31/95
- ------------------- ---------------------------------------------------------- ---------
<C> <S> <C>
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 72 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 64 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) Calbiochem Novachem International (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 53 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>
4
<PAGE> 6
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE OWNED
FOR MEMBER PRINCIPAL OCCUPATION 12/31/95
- ------------------- ---------------------------------------------------------- ---------
<C> <S> <C>
Frances M. Hawk Portfolio Manager (1992-present), HLM Management Company, None
Age 48 Inc. (investment management); Assistant Treasurer, Pen-
Member Since 1991 sions 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 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 Managing Director of Smith Barney and Director of
The Travelers Investment Management Company ("TIMCO"), the investment adviser
to Account TAS. TIMCO is a wholly owned subsidiary of Smith Barney Holdings
Inc., which is 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 TAS'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, 1995, 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 TAS's Secretary prior to December 31, 1996.
MEETINGS
There were four meetings of the Board of Managers of Account TAS during
1995. 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 $17,000 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 $2,000 for each meeting of such Boards attended. As
indicated under "Distribution and Management Agreement" on page 13, such
compensation is currently paid by Travelers Insurance.
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 18, 1996 by a unanimous vote, cast in person,
including those members of the Board of Managers who are not interested persons
of Account TAS, to select the firm of Coopers & Lybrand L.L.P. as the
independent accountants of Account TAS for the fiscal year ending December 31,
1996. 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 TAS by Coopers & Lybrand L.L.P. were in
connection with the audit function for the year 1995 and included primarily the
examination of Account TAS's financial statements and the review of filings made
with the Securities and Exchange Commission.
Account TAS'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, 1995, the
Audit Committee held one meeting.
3. APPROVAL OF AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN
ACCOUNT TAS AND TIMCO.
At a Board meeting on January 18, 1996 the Board of Managers, including all
Board Members who are not "interested persons" of Account TAS, unanimously
approved and voted to recommend that Contract Owners of Account TAS approve, a
proposal to amend the Investment Advisory Agreement between Account TAS and The
Travelers Investment Management Company ("TIMCO"). The purpose of the proposed
amendment to the Investment Advisory Agreement (the "Amended Advisory
Agreement") is to change the investment advisory fee from an aggregate net asset
value of the Account to a flat 0.35% of the average daily net assets of Account
TAS.
TIMCO currently serves as investment adviser to Account TAS pursuant to an
Investment Advisory Agreement dated December 30, 1992 (the "Existing Advisory
Agreement"). The Existing Advisory Agreement was approved by a vote of Contract
Owners at their annual meeting held on April 23, 1993.
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PROPOSED AMENDMENT TO THE ADVISORY AGREEMENT
The current advisory fee deducted daily and paid weekly, to TIMCO by
Account TAS is as follows:
<TABLE>
<CAPTION>
ANNUAL AGGREGATE
MANAGEMENT NET ASSET VALUE
FEE OF THE ACCOUNT
------ --------------------
<S> <C>
0.50% ............... of the first............ $ 20,000,000, plus
0.25% ............... of the next............. $ 80,000,000, plus
0.20% ............... of the next............. $200,000,000, plus
0.15% ............... of amounts over......... $300,000,000
</TABLE>
The Amended Advisory Agreement would change the annual advisory fee to a
flat rate of 35% of net assets effective May 1, 1996. For the fiscal year ended
December 31, 1995, the total advisory fees paid to TIMCO by Account TAS was
$215,616. If the new fees had been in effect under the Existing Advisory
Agreement, the advisory fee paid to TIMCO would have been $232,512.
Paragraph 4 of the Existing Advisory Agreement is proposed to be amended to
read as follows:
"4. For the services rendered hereunder, TIMCO will receive an amount
equivalent on an annual basis to 0.35% of the average daily net assets of
Account TAS, such fees to be deducted on each valuation date."
With the exception of the proposed amendment to paragraph 4 set forth
above, all other terms and conditions of the Existing Advisory Agreement will
remain the same. The Existing Advisory Agreement provides that TIMCO shall:
1. obtain and evaluate pertinent economic, statistical and financial
data and other information relevant to the investment policy of Account
TAS, affecting the economy generally and individual companies or
industries, the securities of which are included in Account TAS's portfolio
or are under consideration for inclusion therein;
2. be authorized to purchase supplemental research and other services
from brokers at additional cost to Account TAS;
3. regularly furnish to the Board recommendations with respect to any
investment program for approval, modification or rejection by the Board;
4. take such steps as are necessary to implement the investment
program approved by the Board; and
5. regularly report to the Board with respect to implementation of the
approved investment program and any other activities in connection with the
administration of the assets of Account TAS.
EFFECT OF AMENDED ADVISORY AGREEMENT
Set forth below is a chart showing the dollar amount of advisory fees paid
during the Fund's past fiscal year under the Existing Advisory Agreement and the
amount of fees that would have
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<PAGE> 9
been paid under the Amended Advisory Agreement. The chart also shows the
percentage difference between the amount that would have been paid under the
Amended Advisory Agreement from the amount paid under the Existing Advisory
Agreement. Also set forth below is a comparative fee table showing the amount of
fees and expenses paid by the Fund under the Existing Advisory Agreement as a
percentage of average net assets and the amount of fees and expenses
shareholders would have paid if the Amended Advisory Agreement had been in
effect. The information in the table is an estimate based on actual expenses for
the fiscal year ended December 31, 1995.
DOLLAR AMOUNT OF ADVISORY FEES PAID
(FISCAL YEAR ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
EXISTING AMENDED
ADVISORY AGREEMENT ADVISORY AGREEMENT
------------------ ------------------
<S> <C> <C>
Amount of Fees Paid or that Would
Have Been Paid..................................... $215,616 $232,512
Percentage Difference from Amount Paid
Under Existing Contract............................ N/A .03%
</TABLE>
COMPARATIVE FEE TABLE
<TABLE>
<CAPTION>
EXISTING FEE NEW FEE
------------ -------
<S> <C> <C>
Contractowner Expenses
Deferred Sales Load (as a percentage of
purchase payments)............................................. 5.00% 5.00%
Semi-Annual Contract Fee.......................................... $15.00 $15.00
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<S> <C> <C>
Management Fee........................................................... 0.32% 0.35%
Mortality and Expense Risk............................................... 1.25% 1.25%
Other Expenses (Timing Fees)............................................. 1.25% 1.25%
---- ----
Total Annual Expenses.................................................... 2.82% 2.85%
</TABLE>
EXAMPLE
The following illustrates the expenses on a $1,000 investment under the
existing and proposed fees and the expenses stated above, assuming (1) a 5%
annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee............................................. $ 80 $ 143 $ 208 $332
Proposed Fee............................................. $ 81 $ 144 $ 209 $335
</TABLE>
8
<PAGE> 10
The purpose of this example and the table to assist investors in
understanding the various costs and expenses of investing in shares of the Fund.
The example above should not be considered a representation of past or future
expenses of the Fund. Actual expenses may be higher or lower than those shown
above.
GENERAL
Section 15(a) of the 1940 Act prohibits any person from serving as
investment adviser to a registered investment company except pursuant to a
written contract that has been approved by a vote of a majority of the
outstanding voting securities of such registered investment company.
Accordingly, the proposed amendment to the Investment Advisory Agreement is
being submitted to Contract Owners to vote on its approval.
As required by the 1940 Act, the Investment Advisory Agreement, as amended,
will continue in effect for a period of more than two years from the date of its
execution only so long as its continuance is specifically approved at least
annually (i) by a vote of the majority of the Board of Managers, or (ii) by a
vote of a majority of the outstanding voting securities of Account TAS. In
addition, and in either event, the terms of the Investment Advisory Agreement
must be approved annually by a vote of a majority of the Board of managers who
are not parties to, or interested persons of any party to, the Investment
Advisory Agreement, cast in person at a meeting called for the purpose of voting
on such approval and at which the Board of Managers is furnished such
information as may be reasonably necessary to evaluate the terms of the
Investment Advisory Agreement. The Investment Advisory Agreement further
provides that it will terminate automatically upon assignment; may be amended
only with prior approval of a majority of the outstanding voting securities of
Account TAS; may be terminated without the payment of any penalty at any time
upon sixty days' notice by the Board of Managers or by a vote of a majority of
the outstanding voting securities of Account TAS; and may not be terminated by
TIMCO without prior approval of a new investment advisory agreement by a vote of
a majority of the outstanding voting securities of Account TAS.
If approved by Contract Owners, the proposed amendment will take effect on
May 1, 1996. If the proposed amendment is not approved, the Existing Advisory
Agreement and advisory fee will remain in effect.
FACTORS CONSIDERED BY THE BOARD OF MANAGERS
The Board of Managers determined that the terms of the Amended Advisory
Agreement are fair and reasonable and that the approval of the Amended Advisory
Agreement on behalf of the Fund is in the best interests of the Fund. The Board
of Managers reviewed materials furnished by TIMCO. The materials described among
other things TIMCO senior personnel, portfolio managers, analysts, its method of
operation, investment philosophy, performance record and financial condition.
Representatives of TIMCO met with the Board, discussed the materials and
responded to questions.
In approving the Amended Advisory Agreement, the Board evaluated a variety
of factors. TIMCO has committed significant resource to provide investment
services to Account TAS, particularly, the development of its staff, systems,
and facilities required to implement a highly disciplined approach to equity
management. TIMCO has made a substantial business investment in
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information management systems that allows it to seek superior investment
opportunities across a large universe of equity securities, and to quantify and
control portfolio risk. If approved, the proposed fee level would continue to
remain well below the competitive median advisory fee for active equity funds in
both the capital appreciation and growth categories, as discussed with the
Board.
After carefully evaluating the foregoing materials and factors, the Board
of Managers approved the new investment advisory agreement.
BOARD RECOMMENDATION
At its meeting held on January 18, 1996, the Board of Managers unanimously
approved the proposed amendment described above. The Board's conclusion that the
proposed advisory fee structure is appropriate was based on, among other things,
a detailed review of Account TAS's competitive investment performance, the
quality and nature of TIMCO's advisory and related services to Account TAS, the
competitiveness of the proposed advisory fee structure and the resulting expense
ratio in relation to fees and expense ratios of other similarly managed
investment alternatives.
Accordingly, the Board of Managers unanimously voted to approve the
proposed amendment to the Investment Advisory Agreement and to recommend that
Contract Owners vote FOR such amendment.
A copy of the Investment Advisory Agreement and Amendment is attached
hereto as Exhibit A.
4. 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 TAS, Travelers Insurance and
Tower Square which contains a provision relating to the method of payment of
market timing fees.
Account TAS 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 TAS 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 TAS. Travelers Insurance does not
retain any portion of the fee
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<PAGE> 12
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 28, 1995.
The Board of Managers of Account TAS has caused Account TAS to execute the
Distribution and Management Agreement in order to facilitate this convenient
payment method for Timed Contract Owners. However, in causing Account TAS 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 TAS
is required to approve the continuation of the Distribution and Management
Agreement. If Contract Owners in Account TAS do not approve this matter, market
timing fees relating to Account TAS 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 B.
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 TAS's Secretary at One Tower
Square, Hartford, Connecticut 06183 by November 1, 1996.
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.
11
<PAGE> 13
THE INVESTMENT ADVISER
TIMCO, One Tower Square, Hartford, Connecticut, is a registered investment
adviser which has provided investment advisory services since its incorporation
in 1967. TIMCO currently manages assets of over $1.1 billion. TIMCO is a wholly
owned subsidiary of Smith Barney Holdings Inc. (388 Greenwich Street, New York,
New York), a wholly owned subsidiary of Travelers Group Inc. (388 Greenwich
Street, New York, New York). As of December 31, 1995, no person or entity was
known to be a beneficial owner of 10% or more of the voting securities of
Travelers Group Inc.
The principal executive officers and directors of TIMCO are set forth in
the following table along with their addresses and principal occupations, as
well as their respective positions with registered investment companies for
which TIMCO currently acts as investment adviser.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF POSITION WITH
PRINCIPAL EXECUTIVE THE TRAVELERS INVESTMENT POSITION WITH
OFFICER AND DIRECTORS MANAGEMENT COMPANY INVESTMENT COMPANIES(1) PRINCIPAL OCCUPATION
- --------------------- ------------------------ ----------------------- ------------------------
<S> <C> <C> <C>
Jeffrey B. Lane(2) Director and Chairman Vice Chairman,
Smith Barney Inc.
Heath B. McLendon(2) Director Chairman, Board of Managing Director Smith
Managers/Trustees Barney Inc.
Kent A. Kelley(3) Director and Chief Executive Officer
Chief Executive Officer TIMCO
Sandip A. Bhagat(3) Director and President President
TIMCO
James W. Churm(2) Corporate Secretary Senior Vice President
Managing Counsel
Smith Barney Inc.
</TABLE>
- ---------------
(1) Investment companies currently managed by TIMCO: The Travelers Growth and
Income Stock 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; Capital Appreciation Fund and Managed Assets
Trust.
(2) The address for the above-named persons is Smith Barney Inc., 388 Greenwich
Street, New York, New York.
(3) The address for the above-named persons is The Travelers Investment
Management Company, One Tower Square, Hartford, Connecticut.
- --------------------------------------------------------------------------------
Investment advice and decisions for each of TIMCO's clients are made in
accordance with their investment objectives and policies. Securities considered
for investment by Account TAS are also usually considered appropriate for
investment by other clients served by TIMCO. When the same investment advice or
decision is made for more than one client at or about the same time and
purchases or sales are made pursuant thereto, transactions in such securities
are generally allocated daily among the clients pro rata in relation to the size
of the order, using the daily average price. It is recognized that in some cases
this practice could have a detrimental effect on the price or volume
12
<PAGE> 14
of securities being bought or sold by Account TAS, while in other cases it may
produce better executions or lower brokerage rates.
DISTRIBUTION AND MANAGEMENT AGREEMENT
The Distribution and Management Agreement among Account TAS, Tower Square
and Travelers Insurance provides for principal underwriting functions related to
variable annuity contracts by Tower Square to Account TAS and administrative
services and mortality and expense risk guarantees related to variable annuity
contracts by Travelers Insurance to Account TAS.
Tower Square Securities, Inc. ("Tower Square"), One Tower Square, Hartford,
Connecticut, is the principal underwriter for Account TAS. Tower Square is a
wholly owned subsidiary of The Travelers Insurance Group Inc., which is an
indirectly wholly owned subsidiary of Travelers Group Inc.
At the January 18, 1996 Board of Managers meeting, the Board of Managers
considered the following factors in approving Tower Square as principal
underwriter: (1) Tower Square's successful performance of its duties in the
past; (2) its affiliation with Travelers Insurance; (3) its commitment to
compliance; and (4) the fact that no fee for its activities is charged Account
TAS. The General Counsel of Tower Square was present to answer the Board's
questions.
The Distribution and Management Agreement was originally approved on
February 1, 1995. Travelers Insurance receives certain fees for its services,
while Tower Square receives no compensation for its sales functions as a
principal underwriter. As principal underwriter for these variable annuity
contracts, Tower Square enters into distribution agreements with broker-dealers
registered under the Securities Exchange Act of 1934 to sell these contracts to
the public. Since Account TAS has a deferred sales load, all commissions for the
sale of Account TAS are paid by Travelers Insurance through Tower Square to
broker-dealers. No distributions fees are paid by Account TAS. The continuation
of Tower Square's activities under the Distribution and Management Agreement is
for its role as a principal underwriter, for which it receives no compensation.
The Board of Managers of Account TAS concluded that Tower Square's
activities as principal underwriter benefitted Account TAS and its Contract
Owners
Under the terms of the Distribution and Management Agreement, Travelers
Insurance provides all administrative services and mortality and expense risk
guarantees related to variable annuity contracts issued by Travelers Insurance
and funded by Account TAS. For providing mortality and expense risk guarantees,
Travelers Insurance receives compensation in an amount equivalent to 1.25% on an
annual basis of the value of the net assets of Account TAS. Tower Square
performs all sales functions relative to the sale and distribution of the
Contracts.
During 1995, Travelers Insurance received $80,832 for sales and
administrative expenses, and $825,418 for mortality and expense guarantees, for
a total of $906,250 under the Distribution and Management Agreement. Travelers
Insurance pays all sales costs and costs of qualifying Account TAS and its
contracts with regulatory authorities, as well as all printing costs and costs
of proxy solicitation, sales literature, custodian, accountants' and legal fees,
and compensation of the Board of Managers. Travelers Insurance also provides
without cost to Account TAS all necessary office space, facilities and personnel
to manage its affairs.
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<PAGE> 15
In addition, the Board of Managers considered the following factors in its
determination to approve the management activities of Travelers Insurance: (1)
the administrative services provided to Contract Owners, including providing
office space, necessary personnel for managing the affairs of Account TAS,
specifically clerical, bookkeeping, accounting, and other office personnel, all
legal services to Account TAS, costs of sales literature, costs of all legal
compliance, custodial costs, independent accountant costs and all expenses
associated with the Board of Managers, among other things; (2) the mortality and
expense risk guarantees that the death benefit and annuity payments under the
variable annuity contracts will not be adversely affected by the actual
mortality experience and that the fees and expenses set forth in the Contract
will not be increased; and (3) the 1.25% mortality and expense risk charge for
such services and guarantees.
The Board of Managers concluded that the management activities of Travelers
Insurance benefitted Account TAS and its Contract Owners.
In approving the deducting and paying of market timing fees to the market
timers by Travelers Insurance, the Board of Managers considered the following
factors, among others: (1) Travelers will not receive any compensation for any
costs associated with deducting and paying market timing fees to the market
timers; (2) it is not intended that Travelers Insurance financially benefit; (3)
Contract Owners themselves decide to participate in the market timing program
and may decide not to; (4) payments for these services are made to parties other
than Tower Square and Travelers Insurance; (5) this method of payment is
beneficial to the Contract Owners and does not result in any adverse tax
consequences to the Contract Owners.
The Board of Managers concluded that Travelers Insurance deducting and
paying the market timing fees benefitted Account TAS and its Contract Owners.
The Distribution and Management Agreement will, as required by the 1940
Act, continue in effect for a period more than two years from the date of its
execution only so long as its continuance is specifically approved at least
annually (i) by a vote of a majority of the Board of Managers, or (ii) by a vote
of a majority of the outstanding voting securities of Account TAS. In addition,
and in either event, the terms of the Distribution and Management Agreement must
be approved annually by a vote of a majority of the Board of Managers who are
not parties to, or interested persons of any party to, the Distribution and
Management Agreement, cast in person at a meeting called for the purpose of
voting on such approval. Additionally, Contract Owners have been asked to
approve the continuation of the Distribution and Management Agreement to allow
Travelers Insurance to deduct amounts necessary to pay fees to market timers
which provide market timing investment advisory services to Timed Contract
Owners. If the continuation of the Distribution and Management Agreement is
approved by Contract Owners of Account TAS, Travelers Insurance will continue to
deduct amounts necessary to pay these fees and will, in turn, pay such fees to
the market timers. If Contract Owners do not approve such continuation, the
Agreement will continue in effect, with the exception of paragraph 5 of the
Agreement which contains these provisions.
The Board of Managers of Account TAS, including those members of the Board
of Managers who are not interested persons of Account TAS, voting in person on
January 18, 1996 at a meeting
14
<PAGE> 16
called for the purpose of voting on such approval, by unanimous action voted to
approve continuance of the Distribution and Management Agreement.
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.
15
<PAGE> 17
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made as of this 30th day of December, 1992,
between The Travelers Investment Management Company, a Connecticut general
business corporation (hereinafter "TIMCO") and The Travelers Timed Aggressive
Stock Account for Variable Annuities (hereinafter "Account TAS"), a separate
account of The Travelers Insurance Company established by its President and
Chief Executive Officer on January 2, 1987, pursuant to a resolution of The
Travelers Insurance Company's Board of Directors on August 4, 1967, pursuant to
Section 38-154a of the Connecticut General Statutes.
WITNESSETH:
WHEREAS, Account TAS and TIMCO wish to enter into an agreement setting
forth the terms upon which TIMCO will perform certain services for Account TAS.
NOW, THEREFORE, in consideration of the promise and the mutual agreements
herein contained, the parties hereto agree as follows:
1. Account TAS hereby employs TIMCO to manage the investment and
reinvestment of the assets of Account TAS and to perform the other services
herein set forth, subject to the supervision of the Board of Managers of
Account TAS (hereinafter the "Board") for the period and on the terms
herein set forth. TIMCO hereby accepts such employment and agrees during
such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation herein provided.
2. In carrying out these obligations to manage the investment and
reinvestment of the assets of Account TAS, TIMCO shall:
a. obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the investment policy
of Account TAS, affecting the economy generally and individual companies
or industries, the securities of which are included in Account TAS's
portfolio or are under consideration for inclusion therein;
b. be authorized to purchase supplemental research and other
services from brokers at additional cost to Account TAS;
c. regularly furnish to the Board recommendations with respect to
any investment program for approval, modification or rejection by the
Board;
d. take such steps as are necessary to implement the investment
program approved by the Board; and
e. regularly report to the Board with respect to implementation of
the approved investment program and any other activities in connection
with the administration of the assets of Account TAS.
A-1
<PAGE> 18
3. Any investment program undertaken by TIMCO pursuant to this
Agreement and any other activities undertaken by TIMCO on behalf of Account
TAS shall at all times be subject to any directives of the Board or any
duly constituted committee thereof acting pursuant to like authority.
4. For the services rendered hereunder, TIMCO will receive an amount
equivalent on an annual basis to the following:
<TABLE>
<CAPTION>
ANNUAL AGGREGATE
MANAGEMENT NET ASSET VALUE
FEE OF THE ACCOUNT
------ --------------------
<C> <S> <C>
0.50% ................ of the first............ $ 20,000,000, plus
0.25% ................ of the next............. $ 80,000,000, plus
0.20% ................ of the next............. $200,000,000, plus
0.15% ..................... of amounts over......... $300,000,000.
</TABLE>
The advisory fees will be deducted on each valuation date.
5. The services of TIMCO to Account TAS hereunder are not to be deemed
exclusive and TIMCO shall be free to render similar services to others so
long as its services hereunder are not impaired or interfered with thereby.
6. If approved by a vote of a majority of the outstanding voting
securities of Account TAS (as defined in the Investment Company Act of
1940), this Investment Advisory Agreement:
a. may not be terminated by TIMCO, without the prior approval of a
new Investment Advisory Agreement by a vote of a majority of the
outstanding voting securities of Account TAS, and shall be subject to
termination, without the payment of any penalty, upon sixty days'
written notice to the investment adviser, by the Board or by a vote of a
majority of the outstanding voting securities of Account TAS;
b. shall not be amended without prior approval of a majority of the
outstanding voting securities of Account TAS;
c. shall automatically terminate upon assignment by either party;
and
d. shall continue in effect for a period of more than two years
from the date of its execution, only so long as such continuance is
specifically approved (i) at least annually by a vote of a majority of
the Board who are not parties to, or interested persons of any party to,
such agreement, cast in person at a meeting called for the purpose of
voting on such approval and at which the Board has been furnished such
information as may be reasonably necessary to evaluate the terms of said
agreement, or (ii) by a vote of a majority of the outstanding voting
securities of Account TAS.
7. This Investment Advisory Agreement is subject to the provisions of
the Investment Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange Commission.
A-2
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory
Agreement to be signed by their respective officials thereunto duly authorized
and seals to be affixed, in the case of TIMCO, as of the day and year first
above written.
THE TRAVELERS TIMED AGGRESSIVE STOCK
ACCOUNT FOR VARIABLE ANNUITIES
By:
Chairman, Board of Managers
WITNESS:
- ------------------------------------------------------
Secretary, Board of Managers
THE TRAVELERS INVESTMENT
MANAGEMENT COMPANY
By:
President
ATTEST: (Seal)
- ------------------------------------------------------
Corporate Secretary
A-3
<PAGE> 20
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT made as of May 1, 1996 to the Investment Advisory Agreement made
as of the 30th day of December, 1992, between The Travelers Investment
Management Company, a Connecticut general business corporation (hereinafter
"TIMCO") and The Travelers Timed Aggressive Stock Account for Variable Annuities
(hereinafter "Account TAS"), a separate account of The Travelers Insurance
Company established by its President and Chief Executive Officer on January 2,
1987, pursuant to a resolution of The Travelers Insurance Company's Board of
Directors on August 4, 1967, pursuant to Section 38-154a of the Connecticut
General Statutes (the "Advisory Agreement").
WITNESSETH:
WHEREAS, Account TAS and TIMCO have entered into an Advisory Agreement
setting forth the terms upon which TIMCO will perform certain services for
Account TAS; and
WHEREAS, Account TAS and TIMCO wish to amend the Advisory Agreement to
change the investment advisory fee.
NOW THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree to amend paragraph 4 of the Advisory
Agreement to read as follows:
4. For the services rendered hereunder, TIMCO will receive an amount
equivalent on an annual basis to 0.35% of the average daily net assets of
Account TAS, such fees to be deducted on each valuation date.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to the
Advisory Agreement to be signed by their respective officials thereunto duly
authorized and seals to be affixed, in the case of TIMCO, as of the day and year
first above written.
THE TRAVELERS TIMED AGGRESSIVE STOCK
ACCOUNT FOR VARIABLE ANNUITIES
By:
Chairman, Board of Managers
WITNESS:
- ------------------------------------------------------
Secretary, Board of Managers
THE TRAVELERS INVESTMENT
MANAGEMENT COMPANY
By:
President
ATTEST: (Seal)
A-4
<PAGE> 21
EXHIBIT B
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., a Connecticut general business corporation (hereinafter "Tower Square"),
and The Travelers Timed Aggressive Stock Account for Variable Annuities
(hereinafter "Account TAS"), 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 TAS.
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 TAS.
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 TAS the administrative expenses of Account TAS, 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 TAS,
including clerical, bookkeeping, accounting and other office personnel;
(c) all information and services, including legal services,
required in connection with registering and qualifying Account TAS 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;
(f) the charges and expenses of any custodian or depository
appointed by Account TAS for the safekeeping of its cash, securities and
other property;
B-1
<PAGE> 22
(g) the charges and expenses of independent accountants retained by
Account TAS;
(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 TAS; and
(j) reimbursement for amounts paid by Account TAS for
indemnification of the Board of Managers of Account TAS, the officers
and agents of Account TAS pursuant to Article VI of Account TAS'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 TAS.
5. Provided Contract Owners annually approve this Agreement at a
meeting of Contract Owners held for that purpose, Account TAS 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 TAS
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 TAS) 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 TAS an
amount per valuation period of Account TAS, 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 securities of Account TAS; provided, however, that
this Agreement will terminate automatically in the event of its assignment
by either party.
B-2
<PAGE> 23
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]
B-3
<PAGE> 24
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES
Proxy for the Annual Meeting of Contract Owners to be held on April 19, 1996
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 Aggressive Stock Account for Variable Annuities which the
undersigned is entitled to vote at the Annual Meeting of Contract Owners to be
held at 8:30 a.m. on Friday, April 19, 1996 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.
<TABLE>
<CAPTION>
FOR FOR, except WITHHOLD
Please vote by filling in the appropriate box below, as shown, using blue or all vote withheld AUTHORITY
black ink or dark pencil. Do not use red ink. /X/ nominees for nominees for all
listed below nominees
<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, 1996.
3. Approval of a Proposal to amend the Investment Advisory Agreement
between Account TAS and The Travelers Investment Management Co.
4. Approval of the continuation of the Distribution and Management
Agreement among The Travelers Timed Aggressive Stock Account for
Variable Annuities, The Travelers Insurance Company and Tower Square
Securities, Inc.
</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. 104
<PAGE> 25
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:_________________,1996
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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104
