ADMINISTRATIVE SERVICES
AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") made as of November 20,
2000, is by and among AYCO SERIES TRUST, a Delaware business trust ("Trust") on
behalf of the series of the Trust set forth in Schedule One hereto ("Schedule
One," as the same may be amended from time to time) (such series of the Trust
are hereinafter collectively referred to as the "Fund" or "Funds"), THE AYCO
COMPANY, L.P., a Delaware limited partnership ("Adviser"), and The Travelers
Insurance Company , a Connecticut corporation ("Travelers").
W I T N E S S E T H:
WHEREAS, each of the investment companies listed on Schedule One is registered
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, each of the Funds is available as an investment vehicle for Travelers
for its separate account to fund variable life insurance and variable annuity
contracts ("Contracts") listed on Schedule Two hereto ("Schedule Two," as the
same may be amended from time to time); and
WHEREAS, Travelers has entered into a participation agreement dated May 1, 2001,
among Travelers, the Funds, and the Funds' Underwriter (the "Participation
Agreement," as the same may be amended from time to time); and
WHEREAS, Adviser provides, among other things, investment advisory and certain
administrative services to the Funds; and
WHEREAS, Adviser and the Fund desire Travelers to provide the administrative
services specified in the attached Exhibit A ("Administrative Services"), in
connection with the Contracts for the benefit of persons who maintain their
ownership interests in the separate account, whose interests are included in the
master account ("Master Account") referred to in paragraph 1 of Exhibit A
("Shareholders"), and Travelers is willing and able to provide such
Administrative Services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:
1. Travelers agrees to perform the Administrative Services specified in
Exhibit A hereto for the benefit of the Shareholders.
2. Travelers represents and agrees that it will maintain and preserve all
records as required by law to be maintained and preserved in connection
with providing the Administrative Services, and will otherwise comply with
all laws, rules and regulations applicable to the Administrative Services.
3. Travelers agrees to provide copies of all the historical records relating
to transactions between the Funds and Shareholders, and all written
communications and other related materials regarding the Fund(s) to or from
such Shareholders, as reasonably requested by Adviser or its
representatives (which representatives, include, without limitation, its
auditors, legal counsel or the Underwriter, as the case may be), to enable
Adviser or the Funds or their representatives to monitor and review the
Administrative Services performed by Travelers, or comply with any request
of the board of directors, or trustees or general partners (collectively,
the "Directors") of any Fund, or of a governmental body, self-regulatory
organization or Shareholder.
In addition, Travelers agrees that it will permit Adviser, the Funds or
their representatives, to have reasonable access to its personnel and
records in order to facilitate the monitoring of the quality of the
Administrative Services.
4. Travelers may, with the consent of Adviser and the Funds, contract with or
establish relationships with other parties for the provision of the
Administrative Services or other activities of Travelers required by this
Agreement, or the Participation Agreement, provided that Travelers shall be
fully responsible for the acts and omissions of such other parties.
5. Travelers hereby agrees to notify Adviser promptly if for any reason it is
unable to perform fully and promptly any of its obligations under this
Agreement.
6. Travelers hereby represents and covenants that it does not, and will not,
control with power to vote any shares of the Funds which are registered in
the name of Travelers or the name of its nominee and which are maintained
in Travelers variable annuity or variable life insurance accounts.
Travelers represents further that it is not registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the"1934 Act"), and
it is not required to be so registered, including as a result of entering
into this Agreement and performing the Administrative Services, and other
obligations of Travelers set forth in this Agreement.
7. The provisions of the Agreement shall in no way limit the authority of
Adviser, or any Fund or Underwriter to take such action as any of such
parties may deem appropriate or advisable in connection with all matters
relating to the operations of any of such Funds and/or sale of its shares.
8. In consideration of the performance of the Administrative Services by
Travelers with respect to the Contracts, beginning on the date hereof and
during the term of the Participation Agreement, Adviser and the Funds agree
to pay Travelers an annual fee which shall equal .35% of the value of each
Fund's average daily net assets in the Contracts maintained in the Master
Account for the Shareholders (excluding all assets invested during the
guarantee periods available under the Contracts). The determination of
applicable average daily net assets for this purpose shall be made by
averaging the net assets in each Fund on each Valuation Date (as defined in
the prospectus relating to the Contracts) of each month falling within the
applicable calendar year. The foregoing fee will be accrued daily and paid
by Adviser and the Funds to Travelers on a calendar year basis, and in this
regard, payment of such fee will be made by Adviser and the Funds to
Travelers within thirty (30) days following the end of each calendar year.
Notwithstanding the foregoing, it is agreed among the parties that, with
respect to each Contract listed in Schedule Two hereto, no compensation
will be due, owed or accrued to Travelers by the Adviser or any Fund for
Travelers' services under this Agreement for a period of twenty-one (21)
months from the date that Travelers first makes that shares of that Fund
available through that Contract.
Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, any payments by Adviser or the Funds to
Travelers relate solely to the performance by Travelers of the
Administrative Services described herein only, and do not constitute
payment in any manner for services provided by Travelers to Travelers
Contract owners, or to any separate account organized by Travelers, or for
any investment advisory services, or for costs associated with the
distribution of any variable annuity or variable life insurance Contracts.
9. Travelers shall indemnify and hold harmless each of the Funds, Adviser and
Underwriter and each of their respective officers, trustees, Directors,
partners, employees and agents from and against any and all losses, claims,
damages, expenses, or liabilities that any one or more of them may incur
including without limitation reasonable attorneys' fees, expenses and costs
arising out of or related to the performance or non-performance by
Travelers of the Administrative Services under this Agreement.
10 This Agreement may be terminated without penalty at any time by any party
to this Agreement, upon one hundred and twenty days (120) written notice to
the other party. Notwithstanding the foregoing, the provisions of
paragraphs 2, 3, 9 and 11 of this Agreement, shall continue in full force
and effect after termination of this Agreement.
This Agreement shall not require Travelers to preserve any records (in any
medium or format) relating to this Agreement beyond the time periods
otherwise required by the laws to which Travelers or the Funds are subject
provided that such records shall be offered to the Funds in the event
Travelers decides to no longer preserve such records following such time
periods.
11. After the date of any termination of this Agreement in accordance with
paragraph 10 of this Agreement, no fee will be due with respect to any
amounts in the Contracts first placed in the Master Account for the benefit
of Shareholders after the date of such termination. However,
notwithstanding any such termination, Adviser will remain obligated to pay
Travelers the fee specified in paragraph 8 of this Agreement, with respect
to the value of each Fund's average daily net assets maintained in the
Master Account with respect to the Contracts as of the date of such
termination, for so long as such amounts are held in the Master Account and
Travelers continues to provide the Administrative Services with respect to
such amounts in conformity with this Agreement. This Agreement, or any
provision hereof, shall survive termination to the extent necessary for
each party to perform its obligations with respect to amounts for which a
fee continues to be due subsequent to such termination.
12. It is understood and agreed that in performing the services under this
Agreement Travelers, acting in its capacity described herein, shall at no
time be acting as an agent for Adviser, Underwriter or any of the Funds.
Travelers agrees, and agrees to cause its agents, not to make any
representations concerning a Fund except those contained in the Fund's
then-current prospectus; in current sales literature furnished by the Fund,
Adviser or Underwriter to Travelers; in the then current prospectus for a
variable annuity contract or variable life insurance policy issued by
Travelers or then current sales literature with respect to such variable
annuity contract or variable life insurance policy, approved by Adviser and
Underwriter.
13. This Agreement, including the provisions set forth herein in paragraph 8,
may only be amended pursuant to a written instrument signed by the party to
be charged. This Agreement may not be assigned by a party hereto, by
operation of law or otherwise, without the prior written consent of the
other party.
14. This Agreement shall be governed by the laws of the State of New York,
without giving effect to the principles of conflicts of law of such
jurisdiction.
15. This Agreement, including Exhibit A, Schedule One and Schedule Two,
constitutes the entire agreement between the parties with respect to the
matters dealt with herein and supersedes any previous agreements and
documents with respect to such matters. The parties agree that Schedule One
and/or Schedule Two may be replaced from time to time with a new Schedule
One and/or Schedule Two to accurately reflect any changes in the Funds
available as investment vehicles and/or the Contracts available, under the
Participation Agreement, respectively.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
By: _______________________________
_______________________________
Title
AYCO SERIES TRUST
By: ______________________________
Xxxx X. Xxxxxxx, III
Chief Financial Officer and Controller
--------------------------------------
Title
THE AYCO COMPANY, L.P.
By: HAMBRE, INC., in its capacity as general partner
of The Ayco Company, L.P.
By: ________________________________
Xxxxx X. Xxxxxx
Vice President
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Title
SCHEDULE ONE
Investment Company Name: Fund Name(s):
Ayco Series Trust Ayco Large Cap Growth Fund I
SCHEDULE TWO
List of Contracts
Travelers Variable Life
Travelers Variable Life Accumulator
Variable Life Successor (VSL II)/June 15, 2001
Travelers Variable Survivorship I/September 1, 2001
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, Travelers shall
perform the following Administrative Services:
1. Maintain separate records for each Shareholder, which records shall reflect
shares purchased and redeemed for the benefit of the Shareholder and share
balances held for the benefit of the Shareholder. Travelers shall maintain
the Master Account with the transfer agent of the Fund on behalf of
Shareholders and such Master Account shall be in the name of Travelers or
its nominee as the record owner of the shares held for such Shareholders.
2. For each Fund, disburse or credit to Shareholders all proceeds of
redemptions of shares of the Fund and all dividends and other distributions
not reinvested in shares of the Fund or paid to the Separate Account
holding the Shareholders' interests.
3. Prepare and transmit to Shareholders periodic account statements showing
the total number of shares held for the benefit of the Shareholder as of
the statement closing date (converted to interests in the Separate
Account), purchases and redemptions of Fund shares for the benefit of the
Shareholder during the period covered by the statement, and the dividends
and other distributions paid for the benefit of the Shareholder during the
statement period (whether paid in cash or reinvested in Fund shares).
4. Transmit to Shareholders proxy materials and reports and other information
received by Travelers from any of the Funds and required to be sent to
Shareholders under the federal securities laws and, upon request of the
Fund's transfer agent, transmit to Shareholders material Fund
communications deemed by the Fund, through its Board of Directors or other
similar governing body, to be necessary and proper for receipt by all Fund
beneficial shareholders.
5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Shareholders.
6. Provide to the Funds, or to the transfer agent for any of the Funds, or any
of the agents designated by any of them, such periodic reports as shall
reasonably be concluded to be necessary to enable each of the Funds and its
Underwriter to comply with any applicable State Blue Sky requirements.
7. Provide Shareholders with telephone servicing support and other support
services in connection with the Funds, including providing information
about the Trust and any Fund previously approved by the Trust or its
designee pursuant to Article IV of the Participation Agreement and
answering questions concerning the Trust and its Funds, including questions
respecting Shareholders' interests in one or more Funds.
8. Assist the Trust in tabulating Shareholders' voting instructions in the
event of a proxy solicitation by the Trust, including receiving, tabulating
and transmitting voting instructions executed by or on behalf of
Shareholders.
9. Provide sub-accounting services and such similar services as the Trust may
reasonably request to the extent that Travelers is permitted to do so under
applicable statutes, rules or regulations.
