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EXHIBIT 4(A)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made as of this 1st day of May, 1998,
between Travelers Asset Management International Corporation, a Connecticut
general business corporation (hereinafter "TAMIC") and The Travelers Growth and
Income Stock Account for Variable Annuities (hereinafter "Account GIS"), a
separate account of The Travelers Insurance Company established by authority of
a resolution of The Travelers Insurance Company's Board of Directors on
September 22, 1967, pursuant to Public Act 529 of the 1967 Connecticut General
Assembly.
WITNESSETH:
WHEREAS, Account GIS and TAMIC wish to enter into an agreement setting
forth the terms upon which TAMIC will perform certain services for Account GIS.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein contained, the parties hereto agree as follows:
1. Account GIS hereby employees TAMIC to manage the investment and
reinvestment of the assets of Account GIS and to perform the other
services herein set forth, subject to the supervision of the Board of
Managers of Account GIS (hereinafter the "Board") for the period and
on the terms herein set forth. TAMIC 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 GIS, TAMIC shall:
a. obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the
investment policy of Account GIS, affecting the economy
generally and individual companies or industries, the
securities of which are included in Account GIS'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 GIS;
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
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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
GIS.
3. TAMIC may engage a sub-adviser to furnish investment management
information and advice to assist TAMIC in carrying out its
responsibilities under this Agreement.
4. Any investment program undertaken by TAMIC pursuant to this Agreement
and any other activities undertaken by TAMIC on behalf of Account GIS
shall at all times be subject to any directives of the Board or any
duly constituted committee thereof acting pursuant to like authority.
5. For the services rendered hereunder, TAMIC will receive an amount
equivalent on an annual basis to the following:
AGGREGATE
ANNUAL NET ASSET
MANAGEMENT FEE VALUE OF THE ACCOUNT
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0.65% of the first $ 500,000,000, plus
0.55% of the next $ 500,000,000, plus
0.50% of the next $ 500,000,000, plus
0.45% of the next $ 500,000,000, plus
0.40% of amounts over $2,000,000,000
The advisory fees will be deducted on each valuation date.
6. The services of TAMIC to Account GIS hereunder are not to be deemed
exclusive and TAMIC shall be free to render similar services to others
so long as its services hereunder are not impaired or interfered with
thereby.
7. If approved by a vote of a majority of the outstanding voting
securities of Account GIS (as defined in the Investment Company Act of
1940), this Investment Advisory Agreement:
a. may not be terminated by TAMIC, without the prior approval of
a new Investment Advisory Agreement by a vote of a majority of
the outstanding voting securities of Account GIS, and shall be
subject to termination, without the payment of any penalty,
upon sixty days' written notice to the investment adviser, by
the Board of Managers or by a vote of a majority of the
outstanding voting securities of Account GIS;
b. shall not be amended without prior approval of a majority of
the outstanding voting securities of Account GIS;
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
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annually by a vote of a majority of the Board of Managers 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
GIS.
8. 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.
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 TAMIC, as of the day and
year first above written.
THE TRAVELERS GROWTH AND INCOME STOCK
ACCOUNT FOR VARIABLE ANNUITIES
By:
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Chairman, Board of Managers
WITNESS:
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Secretary, Board of Managers
TRAVELERS ASSET MANAGEMENT
INTERNATIONAL CORPORATION
By:
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President
ATTEST: (Seal)
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Corporate Secretary