AMENDMENT NO. 2 DATED OCTOBER 15, 2000
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
WHEREAS, a Participation Agreement (the "Agreement") was entered into the
1st day of May, 2000, by and between each of The Travelers Insurance Company and
The Travelers Life and Annuity Company, both Connecticut stock insurance
companies (the "Company") and Janus Aspen Series, an open-end management company
organized as a Delaware business trust (the "Trust"); and
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree to amend the Agreement by replacing
existing Schedule A with new Schedule A contained herein.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to the
Agreement to be signed by their respective officials thereunto duly authorized
and seals to be affixed, in the case of the Company.
THE TRAVELERS INSURANCE COMPANY
AND THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/
------------------------------------
Title: Vice President
Date:
JANUS ASPEN SERIES
By: /s/ Xxxxxx Xxxx
------------------------------------
Title: Vice President
Date:
Schedule A
(October 15, 2000)
Separate Account Contract
--------------- -------------------------------------
Travelers Fund ABD for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Fund ABD II for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Separate Account QPN for Blueprint II
Variable Annuities GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account TM for Travelers Marquis Portfolio
Variable Annuities
Travelers Separate Account XX XX for Travelers Marquis Portfolios
Variable Annuities
Travelers Fund BD III for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Fund XX XX for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Separate Account Nine for Vintage II
Variable Annuities
Travelers Separate Account Ten for Vintage II
Variable Annuities
Travelers Fund UL for Variable MarketLife
Life Insurance Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL II for Variable MarketLife
Life Insurance Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL III for Variable COLI 2000
Life Insurance COLI
AMENDMENT NO 1. DATED JULY 1, 2000
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
WHEREAS, a Participation Agreement (the "Agreement") was entered into the
1st day of May, 2000, by and between each of The Travelers Insurance Company and
The Travelers Life and Annuity Company, both Connecticut stock insurance
companies (the "Company") and Janus Aspen Series, an open-end management company
organized as a Delaware business trust (the "Trust"); and
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree to amend the Agreement by replacing
existing Schedule A with new Schedule A contained herein.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to the
Agreement to be signed by their respective officials thereunto duly authorized
and seals to be affixed, in the case of the Company.
THE TRAVELERS INSURANCE COMPANY
AND THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/
------------------------------------
Title: Vice President
Date:
JANUS ASPEN SERIES
By: /s/ Xxxxxx Xxxx
------------------------------------
Title: Vice President
Date:
Schedule A
(July 1, 200)
Separate Account Contract
---------------------------------------- -------------------------------------
Travelers Fund ABD for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Fund ABD II for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Separate Account QPN for Blueprint II
Variable Annuities GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account TM for Travelers Marquis Portfolio
Variable Annuities
Travelers Separate Account XX XX for Travelers Marquis Portfolios
Variable Annuities
Travelers Fund BD III for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Fund XX XX for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Separate Account Nine for Vintage II
Variable Annuities
Travelers Separate Account Ten for Vintage II
Variable Annuities
Travelers Fund UL for Variable Life MarketLife
Insurance Variable Survivorship Life
VARIABLE LIFE
VARIABLE LIFE ACCUMULATOR
Travelers Fund UL II for Variable Life MarketLife
Insurance Variable Survivorship Life
VARIABLE LIFE
VARIABLE LIFE ACCUMULATOR
Travelers Fund UL III for Variable Life COLI 2000
Insurance
AMENDMENT NO 3. DATED MAY 1, 2001
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
WHEREAS, a Participation Agreement (the "Agreement") was entered into the
1st day of May, 2000, by and between each of the Travelers Insurance Company and
The Travelers Life and Annuity Company, both Connecticut stock insurance
companies (the "Company") and Janus Aspen Series, an open-end management company
organized as a Delaware business trust (the "Trust"); and
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree to amend the Agreement by replacing
existing Schedule A with new Schedule A contained here.
Schedule A
(May 1, 2001)
Separate Account Contract
---------------------------------------- -------------------------------------
Travelers Fund ABD for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Fund ABD II for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Fund U Universal Annuity
Travelers Separate Account QP Gold Track
Gold Track select
Travelers Separate Account QPN for Blueprint II
Variable Annuities GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account Five for Travelers Retirement Account
Variable Annuities
Travelers Separate Account Six for Travelers Retirement Account
Variable Annuities
Travelers Separate Account TM for Travelers Marquis Portfolio
Variable Annuities
Travelers Separate Account XX XX for Travelers Marquis Portfolios
Variable Annuities
Travelers Fund BD III for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Fund XX XX for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Separate Account Nine for Vintage II
Variable Annuities
Travelers Separate Account Ten for Vintage II
Variable Annuities
Travelers Fund UL for Variable Life MarketLife
Insurance Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL II for Variable Life MarketLife
Insurance Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL III for Variable COLI 2000
Life Insurance COLI
IN WITNESS WHEREOF, the parties hereto have caused this amendment to the
Agreement to be signed by their respective officials thereunto duly authorized
and seals to be affixed, in the case of the Company.
THE TRAVELERS INSURANCE COMPANY
AND THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/
------------------------------------
Title: Vice President
Date:
JANUS ASPEN SERIES
By: /s/ Xxxxxx Xxxx
------------------------------------
Title: Vice President
Date:
AMENDMENT DATED MAY 24, 2001
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
WHEREAS, a Participation Agreement (the "Agreement") was entered into the
1st day of May, 2000, by and between each of The Travelers Insurance Company and
The Travelers Life and Annuity Company, both Connecticut stock insurance
companies (the "Company") and Janus Aspen Series, an open-end management company
organized as a Delaware business trust (the "Trust"); and
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree to amend the Agreement by replacing
existing Schedule A with new Schedule A, attached hereto, by replacing existing
Section 3.2 with new Section 3.2 below, and by adding the following new Section
2.3(c) and Section 3.8 - 3.11.
3.2 The Company represents that any separate account covered by the
Agreement is either registered as a unit investment trust under the
1940 Act, or is exempt from such registration. Further, the Contracts
or interests in the separate accounts are either registered as
securities under the 19233 Act, or are exempt from such registration.
2.3(c) The Trust shall provide The Company with prospectuses and any
supplements thereto in PDF format promptly upon or prior to the filing
for the final fund prospectus or supplement with the Securities and
Exchange Commission.
3.8 The Company represents that either the Company or the principal
underwriter of any unregistered separate account holding Portfolio
shares is a broker or dealer registered under the Securities Act of
1934 or is controlled (as defined in the 0000 Xxx) by a broker or
dealer registered under the 0000 Xxx.
3.9 The Company will not hold any other investment security (as defined in
Section 3 of the 0000 Xxx) in an unregistered separate account that
holds shares of a Portfolio.
3.10 The Company will seek instructions from holders of interests in an
unregistered separate account holding Portfolio shares with regard to
the voting of all proxies solicited in connection with a Portfolio and
will vote Portfolio shares held in its unregistered separate account
in the same proportion as the vote of all the Portfolio's other
shareholders
3.11 The Company will not substitute another security for shares of a
Portfolio held in an unregistered separate account unless the
Securities and Exchange Commission approves the substitution in the
manner provided in Section 26 of the 1940 Act.
THE TRAVELERS INSURANCE COMPANY JANUS ASPEN SERIES
AND THE TRAVLERS LIFE AND
ANNUITY COMPANY
By: By:
--------------------------------- ------------------------------------
Title: Title:
------------------------------ ---------------------------------
AMENDMENT DATED MAY 24, 2001
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
WHEREAS, a Participation Agreement (the "Agreement") was entered into the
1st day of May, 2000, by and between each of The Travelers Insurance Company and
The Travelers Life and Annuity Company, both Connecticut stock insurance
companies (the "Company") and Janus Aspen Series, an open-end management company
organized as a Delaware business trust (the "Trust"); and
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree to amend the Agreement by adding the
Travelers Separate Account PP for Variable Life Insurance, an unregistered
separate account, to Schedule A, and by adding the following new Section 2.3(c)
and Sections 3.8 - 3.11
2.3(c) The Trust shall provide The Company with prospectuses and any
supplements thereto in PDF format promptly upon or prior to the fling
of the final fund prospectus or supplement with the Securities and
Exchange Commission.
3.8 The Company represents that either the Company or the principal
underwriter of any unregistered separate account holding Portfolio
shares is a broker or dealer registered under the Securities Act of
1934 or is controlled (as defined in the 0000 Xxx) by a broker or
dealer registered under the 0000 Xxx.
3.9 The Company will not hold any other investment security (as defined in
Section 3 of the 0000 Xxx) in an unregistered separate account that
holds shares of a Portfolio.
3.10 The Company will seek instructions from holders of interests in an
unregistered separate account holding Portfolio shares with regard to
the voting of all proxies solicited in connection with a Portfolio and
will vote Portfolio shares held in its unregistered separate account
in the same proportion as the vote of all the Portfolio's other
shareholders.
3.11 The Company will not substitute another security for shares of a
Portfolio held in an unregistered separate account unless the
Securities and Exchange Commission approves the substitution in the
manner provided in Section 26 of the 1940 Act.
THE TRAVELLERS INSURANCE COMPANY JANUS ASPEN SERIES
AND THE TRAVELRS LIFE AND
ANNUITY COMPANY
By: By:
--------------------------------- ------------------------------------
Title: Title:
------------------------------ ---------------------------------
Schedule A
Separate Account Contract
---------------------------------------- -------------------------------------
Travelers Fund ABD for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Fund ABD II for Variable Travelers Access
Annuities Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Fund U Universal Annuity
Travelers Separate Account QP Gold Track
Gold Track select
Travelers Separate Account QPN for Blueprint II
Variable Annuities GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account Five for Travelers Retirement Account
Variable Annuities
Travelers Separate Account Six for Travelers Retirement Account
Variable Annuities
Travelers Separate Account TM for Travelers Marquis Portfolio
Variable Annuities
Travelers Separate Account XX XX for Travelers Marquis Portfolios
Variable Annuities
Travelers Fund BD III for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Fund XX XX for Variable Vintage XTRA
Annuities Portfolio Architect XTRA
Travelers Separate Account Nine for Vintage II
Variable Annuities
Travelers Separate Account Ten for Vintage II
Variable Annuities
Travelers Fund UL for Variable Life MarketLife
Insurance Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL II for Variable Life MarketLife
Insurance Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL III for Variable Life COLI 2000
Insurance COLI
Travelers Separate Account PP for Individual Private Placement VUL
Variable Life Insurance
AMENDMENT NO. 4 DATED JANUARY 31, 2002
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
Amendment to the Participation Agreement by and among Janus Aspen Series (the
"Trust"), the Travelers Life and Annuity Company, and The Travelers Insurance
company (collectively, the "Company") each on behalf of itself and each of its
segregated asset accounts listed in Schedule A hereto.
WHEREAS, each of the parties desires to amend Article II, Paragraph 2.1 of the
Agreement each party hereby agrees to amend said Article by adding the following
language:
In addition to any other format in which the Trust may choose to provide its
prospectuses to the Company, the Trust will also provide the Company with fund
prospectuses and any supplements thereto in PDF format contemporaneously with or
prior to the filing of the fund prospectus or supplement with the SEC.
WHEREAS, each of the parties desires to expand the Account of the Company which
invest in shares of the Trust, each of the parties hereby agrees to amend
Schedule A of the Agreement by adding the following to the existing language on
Schedule A and replacing existing Schedule A with the new Schedule A attached
hereto:
New Contracts
Travelers Corporate Benefit Life
Travelers Premier Advisers II Annuity
Travelers Variable Survivorship Life II
Travelers Vintage 3 Variable Annuity
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 4
to the Agreement to be executed in their names and on their behalf by and
through their duly authorized officers signing below.
JANUS ASPEN SERIES
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxx Xx.
Name: Xxxxxx Xxxxxx Xx.
Title: Vice President
THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/ Xxxxxx Xxxxxx Xx.
Name: Xxxxxx Xxxxxx Xx.
Title: Vice President
Schedule A
Separate Accounts and Associated Contracts
January 31, 2002
Separate Account Contract
--------------------------------------------------------- ---------------------------------------
Travelers Fund ABD for Variable Annuities Travelers Access
Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Fund ABD II for Variable Annuities Travelers Access
Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Premier Advisers II Annuity
Travelers Fund U Universal Annuity
Travelers Separate Account QP Gold Track
Gold Track select
Travelers Separate Account QPN for Variable Annuities Blueprint II
GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account Five for Variable Annuities Travelers Retirement Account
Travelers Separate Account Six for Variable Annuities Travelers Retirement Account
Travelers Separate Account TM for Variable Annuities Travelers Marquis Portfolio
Travelers Separate Account XX XX for Variable Annuities Travelers Marquis Portfolios
Travelers Fund BD III for Variable Annuities Vintage XTRA
Portfolio Architect XTRA
Travelers Fund XX XX for Variable Annuities Vintage XTRA
Portfolio Architect XTRA
Travelers Separate Account Nine for Variable Annuities Vintage II
Travelers Separate Account Ten for Variable Annuities Vintage II
Travelers Fund UL for Variable Life Insurance MarketLife
Variable Survivorship Life
Travelers Variable Survivorship Life II
Variable Life
Variable Life Accumulator
Travelers Fund UL II for Variable Life Insurance MarketLife
Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL III for Variable Life Insurance COLI 2000
COLI
Travelers Separate Account PP for Variable Life Insurance Individual Private Placement VUL
COLI Travelers Corporate Benefit Life
AMENDMENT NO. 5 DATED MAY 1, 2003
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
Amendment to the Participation Agreement by and among Janus Aspen Series (the
"Trust"), The Travelers Life and Annuity Company, and The Travelers Insurance
Company (collectively, the "Company") each on behalf of itself and each of its
segregated asset accounts listed in Schedule A hereto.
WHEREAS, each of the parties desires to expand the Account of the Company which
invest in shares of the Trust, each of the parties hereby agrees to amend
Schedule A of the Agreement by adding the following to the existing language on
Schedule A and replacing existing Schedule A with the new Schedule A attached
hereto:
Separate Accounts Contracts
----------------- --------------------------
TIC VARIABLE ANNUITY SEPARATE ACCOUNT PORTFOLIO ARCHITECT ACCESS
2002 VINTAGE ACCESS
TLAC VARIABLE ANNUITY SEPARATE ACCOUNT PORTFOLIO ARCHITECT ACCESS
2002 VINTAGE ACCESS
TIC SEPARATE ACCOUNT ELEVEN FOR VARIABLE PORTFOLIO ARCHITECT PLUS
ANNUITIES
TLAC SEPARATE ACCOUNT TWELVE FOR PORTFOLIO ARCHITECT PLUS
VARIABLE ANNUITIES
TIC SEPARATE ACCOUNT THIRTEEN FOR VARIABLE PORTFOLIO ARCHITECT II
ANNUITIES
TLAC SEPARATE ACCOUNT FOURTEEN FOR PORTFOLIO ARCHITECT II
VARIABLE ANNUITIES
Except as set forth above, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 5
to the Agreement to be executed in their names and on their behalf by and
through their duly authorized officers signing below.
JANUS ASPEN SERIES
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
Schedule A
Separate Accounts and Associated Contracts
May 1, 2003
Separate Account Contract
---------------- ---------------------------------------
Travelers Fund ABD for Variable Annuities Travelers Access
Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Fund ABD II for Variable Annuities Travelers Access
Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Premier Advisers II Annuity
Travelers Fund U Universal Annuity
Travelers Separate Account QP Gold Track
Gold Track select
Travelers Separate Account QPN for Variable Annuities Blueprint II
GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account Five for Variable Annuities Travelers Retirement Account
Travelers Separate Account Six for Variable Annuities Travelers Retirement Account
Travelers Separate Account TM for Variable Annuities Travelers Marquis Portfolio
Travelers Separate Account XX XX for Variable Annuities Travelers Marquis Portfolios
Travelers Fund BD III for Variable Annuities Vintage XTRA
Portfolio Architect XTRA
Travelers Fund XX XX for Variable Annuities Vintage XTRA
Portfolio Architect XTRA
Travelers Separate Account Nine for Variable Annuities Vintage II
Travelers Separate Account Ten for Variable Annuities Vintage II
Travelers Fund UL for Variable Life Insurance MarketLife
Variable Survivorship Life
Travelers Variable Survivorship Life II
Variable Life
Variable Life Accumulator
Travelers Fund UL II for Variable Life Insurance MarketLife
Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL III for Variable Life Insurance COLI 2000
COLI
Travelers Separate Account PP for Variable Life Insurance Individual Private Placement VUL
COLI Travelers Corporate Benefit Life
TIC Variable Annuity Separate Account 2002 Portfolio Architect Access
Vintage Access
TLAC Variable Annuity Separate Account 2002 Portfolio Architect Access
Vintage Access
TIC Separate Account Eleven for Variable Annuities Portfolio Architect Plus
TLAC Separate Account Twelve for Variable Annuities Portfolio Architect Plus
TIC Separate Account Thirteen for Variable Annuities Portfolio Architect II
TLAC Separate Account Fourteen for Variable Annuities Portfolio Architect II
AMENDMENT NO. 6 DATED AUGUST 1, 2004
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000
Amendment to the Participation Agreement by and among Janus Aspen Series
(the "Trust"), The Travelers Life and Annuity Company, and The Travelers
Insurance Company (collectively, the "Company") each on behalf of itself and
each of its segregated asset accounts listed in Schedule A hereto.
WHEREAS, each of the parties desires to expand the Accounts of the Company
which invest in shares of the Trust, each of the parties hereby aggress to amend
Schedule A of the Agreement by adding the following to the existing language on
Schedule A and replacing existing Schedule A with the new Schedule A attached
hereto:
Separate Accounts Contracts
----------------- ----------------------
THE TRAVELERS SEPARATE ACCOUNT CPPVUL1 COLI PRIVATE PLACEMENT
(UNREGISTERED)
Except as expressly supplemented, amended or consented to hereby, all of the
representations and conditions of the Agreement will remain unamended and will
continue to be in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 5
to the Agreement to be executed in their names and on their behalf by and
through their duly authorized officers signing below.
JANUS ASPEN SERIES
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Secretary
Schedule A
Separate Accounts and Associated Contracts
August 1, 2004
Separate Account Contract
---------------- ---------------------------------------
Travelers Fund ABD for Variable Annuities Travelers Access
Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Fund ABD II for Variable Annuities Travelers Access
Travelers Access Select
Portfolio Architect
Portfolio Architect Select
Travelers Premier Advisers
Travelers Premier Advisers II Annuity
Travelers Fund U Universal Annuity
Travelers Separate Account QP Gold Track
Gold Track select
Travelers Separate Account QPN for Variable Annuities Blueprint II
GoldTrack Express
Unregistered GoldTrack
Travelers Separate Account Five for Variable Annuities Travelers Retirement Account
Travelers Separate Account Six for Variable Annuities Travelers Retirement Account
Travelers Separate Account TM for Variable Annuities Travelers Marquis Portfolio
Travelers Separate Account XX XX for Variable Annuities Travelers Marquis Portfolios
Travelers Fund BD III for Variable Annuities Vintage XTRA
Portfolio Architect XTRA
Travelers Fund XX XX for Variable Annuities Vintage XTRA
Portfolio Architect XTRA
Travelers Separate Account Nine for Variable Annuities Vintage II
Travelers Separate Account Ten for Variable Annuities Vintage II
Travelers Fund UL for Variable Life Insurance MarketLife
Variable Survivorship Life
Travelers Variable Survivorship Life II
Variable Life
Variable Life Accumulator
Travelers Fund UL II for Variable Life Insurance MarketLife
Variable Survivorship Life
Variable Life
Variable Life Accumulator
Travelers Fund UL III for Variable Life Insurance COLI 2000
COLI
Travelers Separate Account PP for Variable Life Insurance Individual Private Placement VUL
COLI Travelers Corporate Benefit Life
TIC Variable Annuity Separate Account 2002 Portfolio Architect Access
Vintage Access
TLAC Variable Annuity Separate Account 2002 Portfolio Architect Access
Vintage Access
TIC Separate Account Eleven for Variable Annuities Portfolio Architect Plus
TLAC Separate Account Twelve for Variable Annuities Portfolio Architect Plus
TIC Separate Account Thirteen for Variable Annuities Portfolio Architect II
TLAC Separate Account Fourteen for Variable Annuities Portfolio Architect II
The Travelers Separate Account CPPVUL1 COLI Private Placement
(unregistered)
AMENDMENT NO. 7 DATED APRIL 28, 2008
TO THE PARTICIPATION AGREEMENT DATED MAY 1, 2000,
AS PREVIOUSLY AMENDED
Amendment to the Participation Agreement (the "Agreement") by and among
MetLife Insurance Company of Connecticut, previously known as The Travelers Life
Insurance Company, on behalf of itself and certain of its segregated asset
accounts listed in Schedule A hereto, and Janus Aspen Series.
WHEREAS, on May 1, 2006, the Travelers Insurance Company was renamed
MetLife Insurance Company of Connecticut ("MICC") and The Travelrs Life and
Annuity Company was renamed MetLife Life and Annuity Company of Connecticut
("MLACC");
WHEREAS, on December 7, 2007, MLACC was merged with and into MICC:
WHEREAS, the parties desire to amend the Agreement by updating the notice
provision and updating the names of the MICC separate accounts listed in
Schedule A.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, each of the parties amends the Agreement as follows:
1. Section 7 of the Agreement entitled "Notices" shall be amended as
follows:
"If to the Company:
MetLife Insurance Company of Connecticut
c/o Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Xx., Vice President
Copy to:
MetLife Insurance Company of Connecticut
Metropolitan Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Law Department"
2. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with Schedule A attached hereto.
Except as set forth above, expressly supplemented, amended or consented to
hereby, all of the representations and conditions of the Agreement will remain
unamended and will continue to be in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment No. 7
to be executed in their names and on their behalf by and through their duly
authorized officers signing below.
METLIFE INSURANCE
COMPANY OF CONNECTICUT
(on behalf of the Accounts and itself)
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Its: Vice President & Actuary
JANUS ASPEN SERIES
By: /s/
Its: Vice President
Schedule A
Separate Accounts and Associated Contracts
SEPARATE ACCOUNTS PRODUCTS
----------------- -----------------------------
MetLife of CT Fund ABD for Variable Annuities MetLife Access
MetLife of CT Fund ABD II for Variable Annuities MetLife Access Select
Portfolio Architect
Portfolio Architect Select
Premier Advisers
Premier Advisers II
MetLife of CT Fund U for Variable Annuities Universal Annuity
MetLife of CT Separate Account QP for Variable Annuities GoldTrack
Registered Gold Track Select
MetLife of CT Separate Account QPN for Variable Annuities Blueprint II
Gold Track Express
Unregistered Gold Track
MetLife of CT Separate Account Five for Variable Annuities MetLife Retirement Account
MetLife of CT Separate Account Six for Variable Annuities
MetLife of CT Separate Account TM for Variable Annuities Marquis Portfolios
MetLife of CT Separate Account XX XX for Variable Annuities
MetLife of CT Fund BD III for Variable Annuities Vintage XTRA
MetLife of CT Fund XX XX for Variable Annuities Portfolio Architect XTRA
MetLife of CT Separate Account Nine for Variable Annuities Vintage II
MetLife of CT Separate Account Ten for Variable Annuities
MetLife of CT Fund UL for Variable Life Insurance MarketLife
MetLife of CT Fund UL II for Variable Life Insurance II Variable Survivorship Life
Variable Survivorship Life II
Variable Life
Variable Life Accumulator
MetLife of CT Fund UL III for Variable life Insurance COLI 1
COLI 1 - Series 2
COLI 2000
COLI III
COLI IV
Corporate Select
MetLife of CT Separate Account PP for Variable Life Insurance PPVUL1 - Xxxxxxxxx
COLI Corporate Benefit Life
MetLife of CT Separate Account CPPVUL1 COLI PPVL
MetLife of CT Separate Account Eleven for Variable Annuities Portfolio Architect Plus
MetLife of CT Separate Account Twelve for Variable Annuities
MetLife of CT Separate Account Thirteen for Variable Annuities Portfolio Architect II
MetLife of CT Separate Account Fourteen for Variable Annuities
MetLife Insurance Company of CT Variable Annuity Separate Portfolio Architect Access
Account 2002 Vintage Access
MetLife Life and Annuity Company of CT Variable Annuity
Separate Account 2002
JANUS ASPEN SERIES
FUND PARTICIPATION AGREEMENT
(SERVICE SHARES)
THIS AGREEMENT is made the 1st day of May 2009, by and among XXXXX ASPEN SERIES,
an open-end management investment company organized as a Delaware business trust
(the "Trust"), THE TRAVELERS INSURANCE COMPANY, and THE TRAVELERS LIFE AND
ANNUITY COMPANY, Connecticut corporations, (collectively, the "Company"), on
their own behalf and on behalf of each segregated asset account of the Company
set forth on Schedule A, as may be amended from time to time (the "Accounts").
WITNESSETH:
WHEREAS, the Trust has registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and the benefit interest in
the Trust is divided into several series of shares, each series representing an
interest in a particular managed portfolio of securities and other assets (the
"Portfolios"); and
WHEREAS, the Trust has registered the offer and sale of a class of shares
designated the Service Shares ("Shares") of each of its Portfolios under the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Trust desires to act as an investment vehicle for separate
accounts established for variable life insurance policies and variable annuity
contracts to be offered by insurance companies that have entered into
participation agreements with the Trust (the "Participating Insurance
Companies"); and
WHEREAS, the Trust has received an order from the Securities and Exchange
Commission granting Participating Insurance Companies and their separate
accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b)
of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the
extent necessary to permit shares of the Trust to be sold to and held by
variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies and certain qualified
pension and retirement plans (the "Exemptive Order"); and
WHEREAS, the Company has registered or will register (unless registration
is not required under applicable law) certain variable life insurance policies
and/or variable annuity contracts under the 1933 Act (the "Contracts"); and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and
WHEREAS, the Company desires to utilize the Shares of one or more
Portfolios as an investment vehicle of the Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE I
Sale of Trust Shares
1.1 The Trust shall make Shares of its Portfolios available to the Accounts
at the net asset value next computed after the receipt of such purchase order by
the Trust (or its agent), as established in accordance with the provisions of
the then current prospectus of the Trust. Shares of a particular Portfolio of
the Trust shall be ordered in such quantities and at such times as determined by
the Company to be necessary to meet the requirements of the Contracts. The
Trustees of the Trust (the "Trustees") may refuse to sell Shares of any
Portfolio if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees acting in good faith
and in light of their fiduciary duties under federal and any applicable state
laws, necessary in the best interest of the shareholders of such Portfolio.
1.2 The Trust will redeem any full or fractional Shares of any Portfolio
when requested by the Company on behalf of an Account at the net asset value
next computed after receipt by the Trust (or its agent) of the request for
redemption, as established in accordance with the provisions of then current
prospectus of the Trust. The Trust shall make payment for such shares in the
manner established from time to time by the Trust, but in no event shall payment
be delayed for a greater period than is permitted by the 0000 Xxx.
1.3 For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints the
Company as its agent for the limited purpose of receiving and accepting purchase
and redemption orders resulting from investment in and payment under the
Contracts. Receipt by the Company shall constitute receipt by the Trust provided
that i) such orders are received by the Company in good order prior to the time
the net asset value of each Portfolio is priced in accordance with its
prospectus and ii) the Trust receives notice of such orders by 10:00 a.m. New
York time on the next following Business Day. "Business Day" shall mean any day
on which the New York Stock Exchange is open for trading and on which the Trust
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission.
1.4 Purchase orders that are transmitted to the Trust in accordance with
Section 1.3 shall be paid for no later than 4:00 p.m. New York time on the same
Business Day that the Trust receives notice of the order.
1.5 Issuance and transfer of the Trust's Shares will be by book entry only.
Stock certificates will not be issued to the Company or the Account. Shares
ordered from the Trust will be recorded in the appropriate title for each
Account or the appropriate subaccount of each Account.
1.6 The Trust shall furnish same-day notice to the Company of any income
dividends or capital gain distributions payable on the Trust's Shares. The
Company hereby elects to receive all such income dividends and capital gain
distributions as are payable on a Portfolio's Shares in addition Shares of that
Portfolio. The Truest shall notify the Company of the number of Shares so issued
as payment of such dividends and distributions.
1.7 The Trust shall make the net asset value per Share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per Share is calculated and shall use its best efforts to
make such net asset value per Share available by 6 p.m. New York time.
1.8 The Trust agrees that its Shares will be sold only to Participating
Insurance Companies and their separate accounts and to certain qualified pension
and retirement plans to the extent permitted by the Exemptive Order. No Shares
of any Portfolio will be sold directly to the general public. The Company agrees
that Trust Shares will be used only for the purposes of funding the Contracts
and Accounts listed in Schedule A, as amended from time to time.
1.9 The Trust agrees that all Participating Insurance Companies shall have
the obligations and responsibilities regarding pass-through voting and conflicts
of interest corresponding to those contained in Section 2.8 and Article IV of
this Agreement.
ARTICLE II
Obligations of the Parties
2.1 The Trust shall prepare and be responsible for filing with the
Securities and Exchange Commission and any state regulators requiring such
filing all shareholder reports, notices, proxy materials (or similar materials
such as voting instruction solicitation materials), prospectuses and statement
of additional information of the Trust. The Trust shall bear the costs
registration and qualification of its shares, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which an issuer is subject
on the issuance and transfer of its shares.
2.2 At the option of the Company, the Trust shall either (a) provide the
Company (at the Company's expense) with as many copies of the Trust's Shares'
current prospectus, annual report, semi-annual report and other shareholder
communications, including any amendments or supplements to any of the foregoing,
as the Company shall reasonably request; or (b) provide the Company with a
camera ready copy of such documents in a form suitable for printing. The Trust
shall provide the
Company with a copy of the Shares' statement of additional information in a form
suitable for duplication by the Company. The Trust (at its expense) shall
provide the Company with copies of any trust-sponsored proxy materials in such
quantity as the Company shall reasonably require for distribution to Contract
owners.
2.3 (a) The Trust or its investment adviser shall bear the costs of
printing the Trust's Shares prospectus, statement of additional information and
shareholder reports for existing owners of policies for which the Shares of the
Trust are serving as investment vehicle. The Company shall bear the costs of
printing and distributing the Trust's Shares' prospectus, statement of
additional information, shareholder reports and other shareholder communications
to oners of and applicants for policies for which Shares of the Trust are
serving or are to serve as an investment vehicle. The Company shall bear the
costs of distributing proxy materials (or other similar materials such as voting
solicitation instructions) to Contract owners. The Company assumes sole
responsibility for ensuring that such materials are delivered to Contract owners
in accordance with applicable federal and state laws.
(b) If the Company elects to include any materials provided by the
Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials,
on its web site or in any other computer or electronic format, the Company
assumes sole responsibility for maintaining such materials in the form provided
by the Trust and for promptly replacing such materials with all updates provided
by the Trust.
2.4 The Company agrees and acknowledges that the Trust's adviser, Janus
Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx
"Xxxxx" and that all use of any designation comprised in whole or in part of
Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus
Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx
Xxxx on its own behalf or on behalf of the Accounts or Contracts in any
registration statement, advertisement, sales literature or other materials
relating to the Accounts or Contracts without the prior written consent of Janus
Capital. Under termination of the Agreement for any reason, the Company shall
cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.
2.5 The Company shall furnish, or cause to be furnished, to the trust or
its designee, a copy of each Contract prospectus or statement of additional
information in which the Trust or its investment adviser is named prior to or
contemporaneously with (with the opportunity to comment) the filing of such
document with the Securities and Exchange Commission. The Company shall furnish,
or cause to be furnished, to the Turst or its designee, each piece of sales
literature or other promotional material in which the Trust or its investment
adviser is named, at least fifteen Business Days prior to its use. No such
material shall be used if the Trust or its designee reasonably objects to such
use within fifteen Business Days after receipt of such material.
2.6 The Company shall not give any information or make any representations
or statements on behalf of the Trust or concerning the Trust or its investment
adviser in connection with the sale of the Contracts other than information or
representations
contained in and accurately derived from the registration statement or
prospectus for the Trust Shares (as such registration statement and prospectus
may be amended or supplemented from time to time), reports of the Trust,
trust-sponsored proxy statements, or in sales literature or other promotional
material approved by the Trust or its designee, except as required by legal
process or regulatory authorities or with the written permission of the Trust or
its designee.
2.7 The Trust shall not give any information or make any representations or
statements on behalf of the Company or concerning the Company, the Accounts or
the Contracts other than information or representations contained in and
accurately derived from the registration or prospectus for the Contracts (as
such registration statement and prospectus may be amended or supplemented from
time to time), or in materials approved by the Company for distribution
including sales literature or other promotional materials, except as required by
legal process or regulatory authorities or with the written permission of the
Company.
2.8 So long as, and to the extent that the Securities and Exchange
Commission interprets the 1940 Act to require pass-through voting privileges for
variable policy owners, the Com[any will provide pass-through voting privileges
to owners of policies whose cash values are invested, through the Accounts, in
shares of the Trust. The Trust shall require all Participating insurance
Companies to calculate voting privileges in the same manner and the Company
shall be responsible for assuring that the Accounts calculate voting privileges
in the manner established by the Trust. With respect to each Account, the
Company will vote Shares of the Trust held by the Account and for which no
timely voting instructions from the policyowners are received as well as Shares
it owns that are held by that Account, in the same proportion as those Shares
for which voting instructions are received. The Company and its agents will in
no way recommend or oppose or interfere with the solicitation of proxies for
Trust shares held by Contract owners without the prior written consent of the
Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance
laws that restrict the Portfolios' investments or otherwise affect the operation
of the Trust and shall notify the Trust of any changes in such laws.
ARTICLE III
Representations and Warranties
3.1 The Company represents and warrants that it is an insurance company
duly organized and in good standing under the laws of the State of Connecticut
and that it has legally and validly established each Account as a segregated
asset account under such law on the date set forth in Schedule A.
3.2 The Company represents and warrants that each Account has been
registered or, prior to any issuance or sale of the Contracts, will be
registered as a unit investment trust in accordance with the provisions of the
0000 Xxx.
3.3 The Company represents and warrants that the Contracts or interests in
the Accounts (1) are or, prior to issuance, will be registered as securities
under the 1933 Act or, alternatively (2) are not registered because they are
properly exempt from registration under the 1933 Act or will be offered
exclusively in transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the Contracts will be
issued and sold in compliance in all material respects with all applicable
federal and state laws; and the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements.
3.4 The Trust represents and warrants that it is duly organized and validly
existing under the laws of the State of Delaware.
3.5 The Trust represents and warrants that the Trust Shares offered and
sold pursuant to this Agreement will be registered under the 1933 Act and the
Trust shall be registered under the 1940 Act prior to any issuance of such
Shares. The Trust shall amend its registration statement under the 1933 Act and
the 1940 Act from time to time as required in order to effect the continuous
offering of its Shares. The Trust shall register and qualify its Shares for sale
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Trust.
3.6 The Trust represents and warrants that the investment of each Portfolio
will comply with the diversification requirements set forth in Section 817(h) of
the Internal Revenue Code of 1986, as amended, and the rules and regulations
thereunder.
3.7 The Fund represents that it is currently qualified as a Regulated
Investment Company under the Subchapter M of the Internal Revenue Code and that
it will make every effort to maintain such qualification (under subchapter M or
any successor of similar provision) and that it will notify Travelers
immediately upon having a reasonable basis for believing that it has ceased to
so qualify or that it might not so qualify in the future.
ARTICLE IV
Potential Conflicts
4.1 The parties acknowledge that the Trust's Shares may be available for
investment to other Participating Insurance Companies. In such event, the
Trustees will monitor the Trust for the existence of any material irreconcilable
conflict between the interests of the contract owners of all Participating
Insurance Companies. An irreconcilable material conflict may arise for a variety
of reasons, including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretive letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Trustees shall promptly inform the Company if they determine that an
irreconcilable material conflict exists and the implications thereof.
4.2 The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Trustees. The Company will assist the
Trustees in carrying out their responsibilities under the Exemptive Order by
providing the Trustees with all information reasonably necessary for the
Trustees to consider any issues raised including, but not limited to,
information as to a decision by the Company to disregard Contract owner voting
instructions.
4.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists that
affects the interests of Contract owners, the Company shall, in cooperation with
other Participating Insurance Companies whose contract owners are also affected,
at its expense and to the extent reasonably practicable (as determined by the
Trustees) take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, which steps could include: (a) withdrawing the
assets allocable to some or all of the Accounts from the Trust or any Portfolio
and reinvesting such assets in a different investment medium, including (but not
limited to) another Portfolio of the Trust, or submitting the question of
whether or not such segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any appropriate
group (ie., annuity contract owners, life insurance contract owners, or variable
contract owners of one or more Participating Insurance Companies) that votes in
favor of such segregation, or offering to the affected Contract owners the
option of making such a change; and (b) establishing a new registered management
investment company or managed separate account.
4.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account; provided, however that such withdrawal and termination shall be limited
to the required by the foregoing material irreconcilable conflicts as determined
by a majority of the disinterested Trustees. Any such withdrawal and termination
must take place within six (6) months after the Trust gives written notice that
this provision is being implemented. Until the end of such six (6) month period,
the Trust shall continue to accept and implement orders by the Company for the
purchase and redemption of shares of the Trust.
4.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, the Company will withdraw the affected
Account's investment in the Trust and terminate this Agreement with respect to
such Account within six (6) months after the Trustees inform the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested Trustees. Until the
end of such six (6) month period, the Trust shall continue to accept and
implementation orders by the Company for the purchase and redemption of shares
of the Trust.
4.6 For purposes of Sections 4.3 through 4.6 of this Agreement, a majority
of the disinterested Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Company be required to establish a new funding medium for the Contracts if
an offer to do so has been declined by vote of a majority of Contract owners
materially adversely affected by the irreconcilable material conflict. In the
event that the Trustees determine that any proposed action does not adequately
remedy any irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six (6)
months after the Trustees inform the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested Turstees.
4.7 The Company shall at least annually submit to the Trustees such
reports, materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Exemptive
Order, and said reports, materials and data shall be submitted more frequently
if deemed appropriate by the Trustees.
4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Exemptive Order) on terms and conditions materially different
from those contained in the Exemptive Order, then the Trust and/or the
Participating Insurance Companies, as appropriate, shall take such steps as may
be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3,
as adopted, to the extent such rules are applicable.
ARTICLE V
Indemnification
5.1 Indemnification By the Company. The Company agrees to indemnify and
hold harmless the Trust and each of its Trustees, officers, employees and agents
and each person, if any, who controls the Trust within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for the purposes of the
Article V)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or expenses (including
the reasonable costs of investigating or defending any alleged loss, claim,
damage, liability or expense and reasonable legal counsel fees incurred in
connection therewith) (collectively, "Losses"), to which the Indemnified Parties
may become subject under any statute or regulation, or at common law or
otherwise, insofar as such losses:
(a) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in a registration statement or
prospectus for the Contracts or in the Contracts themselves or in sales
literature generated or approved by the Company on behalf of the Contracts
or Accounts (or any amendment or supplement to any of the foregoing)
(collectively, "Company Documents" for the purposes of ths Article V), or
arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to the Company by or
on behalf of the Trust for use in Company Documents or otherwise for use in
connection with the sale of the Contracts or Trust Shares; or
(b) arise out of or result from statements or representations (other than
statements or representations a contained in and accurately derived from
Trust Documents as defined in Section 5.2(a)) or wrongful conduct of the
Company or persons under its control, with respect to the sale or
acquisition of the Contracts or Trust Shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Trust Documents as defined in
Section 5.2(a) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information furnished to
the Trust by or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to provide the
services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of or
result from any other material breach of this Agreement by the Company.
5.2 Indemnification By the Trust. The Trust agrees to indemnify and hold
harmless the Company and each of its directors, officers, employees and agents
and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of the
Article V) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Trust) or expenses
(including the reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees incurred
in connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or supplement
thereto), (collectively, "Trust Documents" for the purposes of this
Article V), or arise out of or are based upon the omission of the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and was accurately
derived from written information furnished to the Trust by or on
behalf of the Company for use in Trust Documents or otherwise for use
in connection with the sale of the Contracts or Trust Shares; or
(b) arise out of or result from statements or representations (other
than statements or representations contained in and accurately derived
from Company Documents) or wrongful conduct of the Trust or persons
under its control, with respect to the sale or acquisition of the
Contracts or Trust Shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon and
accurately derived from written information furnished to the Company
by or on behalf of the Trust; or
(d) arise out of or result from any failure by the Trust to provide
the services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement or
arise out of or result from any other material breach of this
Agreement by the Trust.
5.3 Neither the Company nor the Trust shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect
to any Losses incurred or assessed against an Indemnified Party that arise from
such Indemnified Party's willful misfeasance, bad faith or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.
5.4 Neither the Company nor the Trust shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect
to any claim made against an Indemnified Party unless such Indemnified Party
shall have notified the other party in writing within a reasonable time after
the summons, or other first written notification, giving information of the
nature of the claims shall have been served upon or otherwise received by such
Indemnified Party (or after such Indemnified Party shall have received notice of
service upon or other notification to any designated agent), but failure to
notify the party against whom indemnification is sought of any such claim shall
not relieve that party from any liability which it may have to the Indemnified
Party in the absence of Sections 5.1 and 5.2.
5.5 In case any such action is brought against the Indemnified parties, the
indemnifying party shall be entitled to participate, at its own expense, in the
defense of such action. The indemnifying party also shall be entitled to assume
the defense thereof, with counsel reasonably satisfactory to the party named in
the action. After notice from the indemnifying party to the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the indemnifying party will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
ARTICLE VI
Termination
6.1 This Agreement may be terminated by either party for any reason by
ninety (90) days advance written notice delivered to the other party.
6.2 Notwithstanding any termination of this Agreement, the Trust shall, at
the option of the Company, continue to make available additional shares of the
Trust (or any Portfolio) pursuant to the terms and conditions of this Agreement
for all Contracts in effect on the effective date of termination of this
Agreement, provided that the Company continues to pay the costs set forth in
Section 2.3.
6.3 The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.8 shall survive the
termination of this Agreement as long as Shares of the Trust are held on behalf
of Contract owners in accordance with Section 6.2.
ARTICLE VII
Notices
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Trust:
Janus Aspen Series
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
If to the Company:
The Travelers Insurance Company
Xxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
ARTICLE VIII
Miscellaneous
8.1 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.2 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.3 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
8.4 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Colorado.
8.5 The parties to this Agreement acknowledge and agree that all
liabilities of the Trust arising, directly or indirectly, under this Agreement,
of any and every nature whatsoever, shall be satisfied solely out of assets of
the Trust and that no Trustee, officer, agent or holder of shares of beneficial
interest of the Trust shall be personally liable for any such liabilities.
8.6 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., and
state insurance regulators) and shall permit such authorities reasonable access
to its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.
8.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
8.8 The parties to the Agreement acknowledge and agree that this Agreement
shall not be exclusive in any respect.
8.9 Neither this Agreement not any rights or obligations hereunder may be
assigned by either party without the prior written approval of the other party.
8.10 No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties.
8.11 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and except as permitted by
this Agreement, without the express written consent of the affected party, shall
not disclose, disseminate or utilize such names and addresses and other
confidential information until such time as it may come into public domain.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Participation Agreement as of the date and year first above
written.
JANUS ASPEN SERIES
By:
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
