FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into as of this 1st day of October, 1999 among
THE TRAVELERS INSURANCE COMPANY, THE TRAVELERS LIFE AND ANNUITY COMPANY
(collectively hereinafter to be referred to as "Travelers"), both life insurance
companies organized under the laws of the State of Connecticut, AMERICAN
VARIABLE INSURANCE SERIES (also known as AMERICAN FUNDS INSURANCE SERIES)
("Series"), an open-end management investment company organized under the laws
of the Commonwealth of Massachusetts, AMERICAN FUNDS DISTRIBUTORS, INC. ("AFD"),
a corporation organized under the laws of the state of California, and having a
business address of 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and
CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"), a corporation organized under
the laws of the State of Delaware, and having a business address of 000 Xxxxx
Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Travelers proposes to issue to the public, now and in the future,
certain multi-manager variable annuity contracts ("Contracts") as set forth in
Appendix A;
WHEREAS, Travelers has established one or more separate accounts
("Account"), as set forth in Appendix B, for the purposes of issuing the
Contracts and has or will register the Account with the United States Securities
and Exchange Commission ("the SEC") as an unit investment trust under the
Investment Company Act of 1940 ("the 1940 Act");
WHEREAS, the Series has received a "Mixed and Shared Funding Order" from
the SEC granting relief from the certain provisions of the 1940 Act and the
rules thereunder to the extent necessary to permit shares of the Series to be
sold to variable annuity and life insurance separate accounts of unaffiliated
insurance companies;
WHEREAS, the Series is divided into various funds ("Funds"), as set forth
in Appendix C, each Fund being subject to certain fundamental investment
policies which may not be changed without a majority vote of the shareholders of
such Fund;
WHEREAS, certain Funds will serve as the underlying investments for the
Contracts as set forth in Appendix C;
WHEREAS, AFD, a regulated broker-dealer, will provide certain services to
Travelers with regard to the Contracts; and
WHEREAS, CRMC is the investment adviser for the Series.
NOW THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Travelers, the Account, the Series, AFD and CRMC hereby agree as follows:
1
1. The Series and CRMC each represents and warrants to Travelers that: (i)
a registration statement under the Securities Act of 1933 ("1933 Act") and under
the 1940 Act with respect to the Series has been filed with the SEC in the form
previously delivered to Travelers, and copies of any and all amendments thereto
will be forwarded to Travelers at the time that they are filed with the SEC;
(ii) the Series is, and shall be at all times while this Agreement is in force,
lawfully organized, validly existing, and properly qualified as an open-end
management investment company; and (iii) the Series registration statement and
any further amendments or supplements thereto will, when they become effective,
conform in all material respects to the requirements of the 1933 Act and the
1940 Act, and the rules and regulations of the SEC thereunder, and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Series by Travelers expressly for
use therein.
2. The Series will furnish to Travelers such information with respect to
the Series in such form and signed by such of its officers as Travelers may
reasonably request, and will warrant that the statements therein contained when
so signed will be true and correct. The Series will advise Travelers immediately
of: (a) any request by the SEC (i) for amendment of the registration statement
relating to the Series or (ii) for additional information; (b) the issuance by
the SEC of any stop order suspending the effectiveness of the registration
statement of the Series or the initiation of any proceeding for that purpose;
(c) the institution of any proceeding, investigation or hearing involving the
offer or sale of the Contracts or the Series of which it becomes aware; or (d)
the happening of any material event, if known, which makes untrue any statement
made in the registration statement of the Series or which requires the making of
a change therein in order to make any statement made therein not misleading.
3. The Series will use best efforts to register for sale under the 1933 Act
and, if required, under state securities laws, such additional shares of the
Series as may reasonably be necessary for use as the funding vehicle for the
Contracts.
4. The Series agrees to make Class 1 and Class 2 shares of all of its Funds
available to the Contract. To the extent Travelers uses Class 2 shares, it will
be entitled to a fee from the Series of .25% per annum of Class 2 assets
attributable to the Contracts to offset Contract marketing expenses for as long
as the Series' Rule 12b-1 plan remains in effect. Fund shares to be made
available to Accounts for the Contracts shall be sold by the Series and
purchased by Travelers for a given Account at the net asset value (without the
imposition of a sales load) next computed after receipt of each order by the
Series or its designee, as established in accordance with the provisions of the
then current prospectus of the Series. For purposes of this Paragraph 4,
Travelers shall be a designee of the Series for receipt of such orders from each
Account, and receipt by such designee by 4:00 p.m. Eastern time shall constitute
receipt by the Series only if the net purchase or redemption orders are
transmitted to the Series by Travelers by 10:00 a.m. Eastern time on the day
following Travelers' receipt of that information. "Business Day" shall mean any
day on which the New York Stock Exchange ("NYSE") is open for trading and on
which the Series calculates its net asset value pursuant to the rules of the
SEC. The Series will make its shares available indefinitely for purchase at the
applicable net asset value per share on
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those days on which the Series calculates its net asset value pursuant to the
rules of the SEC, and the Series shall use its best efforts to calculate such
net asset value on each day on which the NYSE is open for trading. The Series
shall make the net asset value per share for each of the Funds available to
Travelers on a daily basis as soon as reasonably practical after the Series
calculates its net asset value per share, and the Series shall use its best
efforts to make such net asset value per share available by 6:30 p.m. Eastern
time. The Series, and its investment adviser, CRMC, are responsible for
maintaining net asset values for the Funds in accordance with the requirements
of the 1940 Act and its current prospectus. Shares of particular Funds shall be
ordered in such quantities and at such times as determined by Travelers to be
necessary to meet the requirements of the Contracts. Orders or payments for
shares purchased will be sent promptly to the Series and will be made in federal
funds transmitted by wire.
The Series reserves the right to temporarily suspend sales if the Board of
Trustees of the Series deems it appropriate and in the best interests of the
Series or in response to the order of an appropriate regulatory authority.
5. The Contracts funded through the Account will provide for the allocation
of net amounts among certain subaccounts for investment in such shares of the
Funds as may be offered from time to time in the Contracts. The selection of the
particular subaccount is to be made by the Contract owner and such selection may
be changed in accordance with the terms of the Contracts.
6. Transfer of the Series' shares will be by book entry only. No stock
certificates will be issued to the Account. Shares ordered from a particular
Fund will be recorded by the Series as instructed by Travelers in an appropriate
title for the corresponding Account or subaccount.
7. The Series shall furnish notice promptly to Travelers of any dividend or
distribution payable on any shares underlying subaccounts. Travelers hereby
elects to receive all such dividends and distributions as are payable on shares
of a Fund recorded in the title for the corresponding subaccount in additional
shares of that Fund. The Series shall notify Travelers of the number of shares
so issued. Travelers reserves the right to revoke this election and to receive
all such income dividends and capital gain distributions in cash.
8. The Series shall redeem its shares in accordance with the terms of its
then current prospectus. For purposes of this Paragraph 8, Travelers shall be a
designee of the Series for receipt of requests for redemption from each Account,
and receipt by such designee by 4:00 p.m. Eastern time shall constitute receipt
by the Series; provided that the Series receives notice of such request for
redemption by 10:00 a.m. Eastern time on the following Business Day. Travelers
shall purchase and redeem the shares of Funds offered by the then current
prospectus of the Series in accordance with the provisions of such prospectus.
9. The Series shall pay all expenses incidental to its performance under
this Agreement. The Series shall see to it that all of its shares are registered
and authorized for issue in accordance with applicable federal and state laws
prior to their purchase for the Account. The Series shall bear the expenses for
the cost of registration of its shares, preparation of prospectuses
3
to be sent to existing Contract owners, proxy materials and reports, the
printing and distribution of such items to each Contract owner who has allocated
net amounts to any Subaccount, the preparation of all statements and notices
required from it by any federal or state law, and taxes on the issue or transfer
of the Series' shares subject to this Agreement. The Series will provide
Travelers, at least once a year, with enough copies of its Statement of
Additional Information to be able to distribute one to each Contract owner or
prospective Contract owner who requests such Statement of Additional
Information.
10. Travelers shall bear the expenses for the cost of printing and
distribution of Series prospectuses to be sent to prospective Contract owners.
The Series shall provide, at its expense, such documentation (in camera ready or
other mutually agreeable form) and other assistance as is reasonably necessary
in order for Travelers once each year (or more frequently if the prospectus for
the Series is amended) to have the prospectus or prospectuses for the Contracts
and the Series prospectus printed together in one or more documents (such
printing to be done at Travelers' expense).
11. Travelers represents and warrants to the Series that any information
furnished in writing by Travelers to the Series for use in the registration
statement of the Series will not result in the registration statement's failing
to conform in all respects to the requirements of the 1933 Act and the 1940 Act
and the rules and regulations thereunder or containing any untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
12. Travelers and its affiliates shall make no representations concerning
the Series' shares except those contained in the then current prospectus of the
Series, in such printed information subsequently issued on behalf of the Series
or other funds managed by CRMC as supplemental to the appropriate fund
prospectus or in materials approved by AFD.
13. Shares of the Series may be offered to separate accounts of various
insurance companies in addition to Travelers. No shares of the Series shall be
sold to the general public in contravention of Section 817 of the Internal
Revenue Code of 1986 as amended and the regulations thereunder ("Section 817").
14. The parties to this Agreement recognize that due to differences in tax
treatment or other considerations, the interests of various Contract owners
participating in one or more Funds might, at some time, be in conflict. Each
party shall report to the other party any potential or existing conflict of
which it becomes aware. The Board of Trustees of the Series shall promptly
notify Travelers of the existence of irreconcilable material conflict and its
implications. If such a conflict exists, Travelers will, at its own expense,
take whatever action it deems necessary to remedy such conflict; in any case,
Contract owners will not be required to bear such expenses.
15. The Series agrees to comply with the diversification requirements of
Section 817.
16. Travelers agrees to indemnify and hold the Series harmless against, any
and all losses, claims, damages, liabilities or litigation (including legal and
other expenses) which the Series may be subject under any statute, at common law
or otherwise, insofar as such losses,
4
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements arising as a result of Travelers: (a) making untrue statements of
material facts or omitting material facts in the registration statement,
prospectus or sales literature of the Contracts and/or Accounts; (b) making
untrue statements of material facts that the Series includes in their materials,
provided the Series relies on information supplied by Travelers; (c) unlawful
conduct by Travelers with respect to the sale of the Contracts or Fund shares;
and (d) materially breaching this Agreement or a representation or warranty.
17. The Series and CRMC each agrees to indemnify and hold Travelers
harmless against, any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) which Travelers may be subject under any
statute, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements arising
as a result of the Series', AFD's or CRMC's (a) making untrue statements of
material facts or omitting material facts in the registration statement,
prospectus or sales literature of the Series; (b) making untrue statements of
material facts that the Series includes in their materials, provided Travelers
relies on information supplied by the Series; (c) unlawful conduct by the Series
with respect to the sale of the Contracts or Fund shares; and (d) materially
breaching this Agreement or a representation or warranty.
18. Travelers shall be responsible for assuring that the Account calculates
pass- through voting privileges of Contract owners so long as and to the extent
that the Securities and Exchange Commission continues to interpret the 1940 Act
to require pass-through voting privileges for the Contracts.
19. AFD will be responsible for conducting training activities for
Travelers' wholesalers regarding CRMC's approach to investment management in
connection with Travelers' wholesaler support of the Series. Training will
include initial sessions as to CRMC's investment approach and strategies,
background in CRMC's investment results, information on CRMC's portfolio
counselors managing the Series and general information on CRMC. AFD will provide
such periodic additional training and refresher training as may be requested by
Travelers. AFD will provide speakers and panelists at national sales meetings
conducted by Travelers regarding the Series.
From November 1, 1999 through October 31, 2000, in consideration of the
activities performed by AFD for Travelers, Travelers will pay AFD a quarterly
fee equal to 0.0625% of Series assets attributable to the Contracts.
After October 31, 2000, in consideration of the activities performed by AFD
for Travelers, Travelers will pay AFD a monthly fee equal to 1/12 of .25% on
each Contract purchase payment that is less than one year old. For this purpose,
purchase payment is defined as an original contribution made through the
variable contracts directly into one of the Series' Funds. Any indirect payment,
such as a transfer from any other contract investment option, is not considered
a purchase payment.
AFD will not enter into a similar agreement making the Series available to
insurance companies affiliated with broker-dealers that have entered into a
selling group agreement with
5
AFD for their proprietary insurance contracts/policies where such agreement
provides for more compensation to be paid by the Series or for less compensation
to be paid to AFD than is provided in sections 4 and 19, respectively, of this
Agreement. Notwithstanding the foregoing sentence, this limitation is not
intended to prevent AFD from entering into such agreements that provide for AFD
to receive compensation of 0.25% on each contract purchase payment.
20. The parties understand that there is no intention to create a joint
venture in the subject matter of this Agreement. Accordingly, the right to
terminate this Agreement and to engage in any activity not inconsistent with
this Agreement is absolute. This Agreement will terminate:
(i) By any party at any time upon one years' written notice to the
other parties; or
(ii) at the option of Travelers or the Series upon ten calendar days'
prior written notice to the other parties if a final
non-appealable administrative or judicial decision is entered
against the other party which has a material impact on the
Contracts;
(iii) at the option of Travelers, upon ten calendar days' prior
written notice to the other parties, if shares of the Series are
not reasonably available;
(iv) at the option of Travelers, immediately upon written notice to
the other parties, if the Series or CRMC fails to meet the
requirements for either diversification under Section 817 or
registered investment company status or if the Board of the
Series terminates the Class 2 Plan of Distribution pursuant to
Rule 12b-1 under the 1940 Act; or
(v) in the event the Series' shares are not registered, issued or
sold in accordance with applicable state and/or federal law or
such law precludes the use of such shares as an underlying
investment for the Contracts issued or to be issued by
Travelers; in such event prompt notice shall be given by
Travelers or the Series to the other parties.
The effective date for termination pursuant to any notice given under this
Paragraph shall be calculated beginning with the date of receipt of such notice.
21. All notices, consents, waivers, and other communications under this
Agreement must be in writing, and will be deemed to have been duly received (a)
when delivered by hand (with written confirmation of receipt), (b) when sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) the day after it is sent by
a nationally recognized overnight delivery service, in each case to the
appropriate addresses and telecopier numbers set forth below (or to such other
addresses and telecopier numbers as a party may designate by notice to the other
parties):
IF TO TRAVELERS:
6
The Travelers Insurance Company
The Travelers Life and Annuity Company
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
Facsimile No.: 000-000-0000
IF TO SERIES:
American Variable Insurance Series
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
Facsimile No.: 000-000-0000
IF TO AFD:
American Funds Distributors, Inc.
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Legal Counsel and Secretary
Facsimile No.: 000-000-0000
IF TO CRMC:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President and Legal Counsel,
Fund Business Management Group, and Secretary
Facsimile No.: 000-000-0000
22. If this Agreement terminates, any provision of this Agreement necessary
to the orderly windup of business under it will remain in effect as to that
business, after termination.
23. If this Agreement terminates, the Series, at Travelers' option, will
continue to make additional shares of the Series available for all existing
Contracts as of the effective date of termination (under the same terms and
conditions as were in effect prior to termination of this Agreement with respect
to existing Contract owners), unless the Series liquidates or applicable laws
prohibit further sales. Travelers agrees not to redeem shares unless
legitimately required to do so according to a Contract owner's request or under
an order from the SEC.
24. The obligations of the Series under this Agreement are not binding upon
any of the Trustees, officers, employees, or shareholders (except CRMC if it is
a shareholder) of the Series individually, but bind only the Series' assets.
When seeking satisfaction for any liability of the Series in respect of this
Agreement, Travelers and the Account agree not to seek recourse against said
Trustees, officers, employees, or shareholders, or any of them, or any of their
personal assets for such satisfaction. Notwithstanding the foregoing, if
Travelers seeks satisfaction for any
7
liability of the Series in respect of this Agreement, Travelers and the Account
may seek recourse against CRMC.
25. This Agreement shall be construed in accordance with the laws of the
State of California.
26. This Agreement and the parties' rights, duties, and obligations under
this Agreement are not transferable or assignable by any of them without the
express, prior written consent of the other party hereto. Any attempt by a party
to transfer or assign this Agreement or any of its rights, duties or obligations
under this Agreement without such consent is void.
27. The following Paragraphs shall survive any termination of this
Agreement: 4, 16, 17, 21, 22-27.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the date first above written.
THE TRAVELERS INSURANCE COMPANY
(ON BEHALF OF THE ACCOUNT AND ITSELF)
Attest:
/s/ Xxxxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------------------- ------------------------------------
Its: Executive Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY
Attest:
/s/ Xxxxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------------------- ------------------------------------
Its: Executive Vice President
8
AMERICAN VARIABLE INSURANCE SERIES
Attest:
/s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------------------- ------------------------------------
Its: Senior Vice President
AMERICAN FUNDS DISTRIBUTORS, INC.
Attest:
/s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ K.G. Xxxxxxxx
------------------------------------- ------------------------------------
Its: President
CAPITAL RESEARCH AND MANAGEMENT COMPANY
Attest:
/s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------- ------------------------------------
Its: President
9
Appendix A
Contracts TL-22240
L-22240
TL-22270
X-00000
Xxxxxxxx X
The Travelers Fund BD III for Variable Annuities
The Travelers Fund XX XX for Variable Annuities
The Travelers Separate Account Nine for Variable Annuities
The Travelers Separate Account Ten for Variable Annuities
Appendix C
American Variable Insurance Series
Global Growth Fund Class 2
Growth Fund Class 2
Growth-Income Fund Class 2
10
AMENDMENT NO. 1 DATED MAY 1, 2001
TO THE PARTICIPATION AGREEMENT DATED OCTOBER 1, 1999
WHEREAS, The Travelers Insurance Company, The Travelers Life and Annuity
Company, American Funds Insurance Series, American Funds Distributors, Inc., and
Capital Research and Management Company have entered into a Participation
Agreement where Travelers sells the Accounts with the Series, and AFD and CRMC;
WHEREAS, Travelers proposes to issue to the public, now and in the future
certain multi manager variable annuity and life insurance contracts
("Contracts") as set forth in Appendix 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, the Travelers, the Account, the Series, AFD and CRMC hereby agree
to delete Appendix A and B and add the following Appendix A and B.
Appendix A
REPRESENTATIVE CONTRACTS: TL-22240/L-22240
TL-12780/L-12758
TL-22270/L-22270
TL-15598/L-14498
TL-15847/L-15847
L-15310*
L-15491*
L-15779*
L-15927*
* effective 10/01/01
Appendix B
The Travelers Fund BD for Variable Annuities
The Travelers Fund BDII for Variable Annuities
The Travelers Fund BDIII for Variable Annuities
The Travelers Fund BDIV for Variable Annuities
The Travelers Separate Account Nine for Variable Annuities
The Travelers Separate Account Ten for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund ULII for Variable Life Insurance
The Travelers Fund UL III for Variable Life Insurance
The Traveler Separate Account PP for Variable Life Insurance
Also, all parties now agree that variable annuity and life insurance contracts
are offered under this Participation Agreement.
THE TRAVELERS INSURANCE COMPANY
(ON BEHALF OF THE ACCOUNT AND ITSELF)
Attest:
/s/ Xxxxxx-Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------- ------------------------------------
Its Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY
(ON BEHALF OF THE ACCOUNT AND ITSELF)
Attest:
/s/ Xxxxxx-Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------- ------------------------------------
Its: Vice President
AMERICAN FUNDS INSURANCE SERIES
Attest:
/s/ Xxxxx A. Java By: /s/ Xxxxxxx Xxxxxx
------------------------------------- ------------------------------------
Its: Senior Vice President
AMERICAN FUNDS DISTRIBUTORS, INC.
Attest:
/s/ Xxxxx A. Java By: /s/ Xxxxxxx Xxxxxx
------------------------------------- ------------------------------------
Its: Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
Attest:
/s/ Xxxxx A. Java By: /s/ Xxxxxxx Xxxxxx
------------------------------------- ------------------------------------
Its: Vice President and Secretary
AMENDMENT NO. 2, DATED DECEMBER 31, 2002
TO THE PARTICIPATION AGREEMENT DATED OCTOBER 1, 1999
Amendment to the Participation Agreement (the "Agreement") by and among, The
Travelers Insurance Company, The Travelers Life and Annuity Company,
(collectively, "the Company"), American Funds Insurance Series, American Funds
Distributors, Inc., and Capital Research and Management Company each on behalf
of itself and each of its segregated asset accounts listed in Appendix A.
WHEREAS, each of the parties desires to amend the Agreement as follows:
1. Travelers Distribution LLC is added as a party to the Agreement.
2. All references in the Agreement to The Travelers Insurance Company,
and The Travelers Life and Annuity Company shall be described as "the
Company".
3. Paragraph 4 is amended to read as follows:
4. The Series agrees to make Class 1 and Class 2 shares of all of its Funds
available to the Contract. To the extent that the Company uses Class 2 shares,
it will be entitled to a fee from the Series of .25% per annum of Class 2 assets
attributable to the Contracts to offset Contract marketing expenses for as long
as the Series' Rule 12b-1 plan remains in effect. Such payment will be by wire
transfer. Wire transfers will be sent to the bank account and in the manner
specified by the Company. Such wire transfer will be separate from wire
transfers of redemption proceeds and distributions. Fund shares to be made
available to Accounts for the Contracts shall be sold by the Series and
purchased by the Company for a given Account at the net asset value (without the
imposition of a sales load) next computed after receipt of each order by the
Series or its designee, as established in accordance with the provisions of the
then current prospectus of the Series. For purposes of this Paragraph 4, the
Company shall be a designee of the Series for receipt of such orders from each
Account, and receipt by such designee by 4:00 p.m. Eastern time shall constitute
receipt by the Series only if the net purchase or redemption orders are
transmitted to the Series by the Company by 10:00 a.m. Eastern time on the day
following the Company's receipt of that information. "Business Day shall mean
any day on which the New York Stock Exchange ("NYSE") is open for trading and on
which the Series calculates its net asset value pursuant to the rules of the
SEC. The Series will make its shares available indefinitely for purchase at the
applicable net asset value per share on those days on which the Series
calculates its net asset value pursuant to the rules of the SEC, and the Series
shall use its best efforts to calculate such net asset value on each day on
which the NYSE is open for trading. The Series shall make the net asset value
per share for each of the Funds available to the Company on a daily basis as
soon as reasonably practical after the Series calculates its net asset value per
share, and the Series shall use its best efforts to make such net asset value
per share available by 6:30 p.m. Eastern time. The Series, and its investment
adviser, CRMC, are responsible for maintaining net asset values for the Funds in
accordance with the
requirements of the 1940 Act and its current prospectus. Shares of particular
Funds 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. Orders or
payments for shares purchased will be sent promptly to the Series and will be
made in federal funds transmitted by wire.
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. 2
to the Agreement to be executed in their names and on their behalf by and
through their duly authorized officers signing below.
THE TRAVELERS LIFE INSURANCE COMPANY,
on behalf of itself and its
separate accounts
Attest: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY,
on behalf of itself and
its separate accounts
Attest: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
TRAVELERS DISTRIBUTION LLC
Attest: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Xx.
----------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Xx.
Title: Secretary Title: President and CEO
AMERICAN VARIABLE INSURANCE SERIES
Attest: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
Title: Counsel Title: Senior Vice President
AMERICAN FUNDS DISTRIBUTORS, INC.
Attest: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
Title: Counsel Title: Secretary
CAPITAL REASEARCH AND MANAGEMENT COMPANY
Attest: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
Title: Counsel Title: Vice President and Secretary
AMENDMENT NO. 3, DATED APRIL 14, 2003
TO THE PARTICIPATION AGREEMENT DATED OCTOBER 1, 1999
Amendment to the Participation Agreement (the "Agreement") by and among, The
Travelers Insurance Company, The Travelers Life and Annuity Company, Travelers
Distribution, LLC (collectively, "the Company"), American Funds Insurance
Series, American Funds Distributors, Inc., and Capital Research and Management
Company Each on behalf of itself and each of its segregated asset accounts
listed in Appendix A hereto.
WHEREAS, The Company proposes to issue to the public, now and in the future
certain multi manager variable annuity and life insurance contracts
("Contracts") as set forth in Appendix 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 desires to expand the Accounts of the Company which invest
in shares of the Fund, each of the parties hereby agree to amend Appendix A and
B of the Amendment by adding the following to the existing language on Appendix
A and B:
Appendix A
REPRESENTATIVE TL-22386/L-22386 XX-00000/X-00000
XXXXXXXXX: TL-21256/L-21256 TL-22355/L-22355
TL-22270/L-22270 TL-14539/L-14539
TL-22378/L-22378 XX-00000/X-00000
Xxxxxxxx X
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Annuities
The Travelers Fund ABD for Variable Annuities "c" shares
The Travelers Fund ABD II for Variable Annuities "c" shares
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account XX XX for Variable Annuities
The Travelers Separate Account CPPVUL1
TIC Separate Account Eleven for Variable Annuities
TLAC Separate Account Twelve for Variable Annuities
TIC Separate Account Thirteen for Variable Annuities
TLAC Separate Account Fourteen for Variable Annuities
TIC Variable Annuity Separate Account 2002
TLAC Variable Annuity Separate Account 2002
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. 3
to the Agreement to be executed in their names and on their behalf by and
through their duly authorized officers signing below.
THE TRAVELERS INSURANCE COMPANY,
on behalf of itself and its
separate accounts
Attest: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY,
on behalf of itself and
its separate accounts
Attest: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
TRAVELERS DISTRIBUTION LLC
Attest: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx, Xx.
Title: Secretary Title: President & CEO
AMERICAN FUNDS INSURANCE SERIES
Attest: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Secretary Title: Senior Vice President
AMERICAN FUNDS DISTRIBUTORS, INC.
Attest: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Title: Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
Attest: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President - Fund Title: Vice President and Secretary
Business Management Group
APPENDIX A
REPRESENTATIVE: XX-00000 / X-00000
XXXXXXXXX: TL-12780 / L-12758
TL-22270 / L-22270
TL-15598 / L-14498
TL-15847 / L-15847
TL-22386 / L-22386
TL-22156 / L-21256
TL-22270 / L-22270
TL-22378 / L-22378
L-15310
L-15491
L-15779
X-00000
XXXXXXXX B
The Travelers Fund BD for Variable Annuities
The Travelers Fund XX XX for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund XX XX for Variable Annuities
The Travelers Separate Account Nine for Variable Annuities
The Travelers Separate Account Ten for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Fund UL III for Variable Life Insurance
The Traveler Separate Account PP for Variable Life Insurance
TIC Separate Account Eleven for Variable Annuities
TLAC Separate Account Twelve for Variable Annuities
TIC Separate Account Thirteen for Variable Annuities
TLAC Separate Account Fourteen for Variable Annuities
TIC Variable Annuity Separate Account 2002
TLAC Variable Annuity Separate Account 2002
AS OF APRIL 14, 2003
AMENDMENT NO. 4 DATED AS OF APRIL 28, 2008
TO THE PARTICIPATION AGREEMENT DATED OCTOBER 1, 1999,
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 Appendix A hereto, American Funds Insurance Series, American
Funds Distributors, Inc. and Capital Research and Management Company.
WHEREAS, on May 1, 2006, The Travelers Insurance Company was renamed
MetLife Insurance Company of Connecticut ("MICC") and The Travelers 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 expanding the Funds
listed in Appendix A and updating the names of the MICC separate accounts listed
in Attachment B.
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 follow:
1. Appendix A of the Agreement is hereby deleted in its entirety and
replaced with Appendix A attached hereto.
2. Appendix B is hereby deleted in its entirety and replaced with
Appendix B attached hereto.
3. Appendix C is hereby deleted in its entirety and replaced with
Appendix C 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. 2
to be executed in their names and on their behalf by and through their duly
authorized officers signing below.
MET INSURANCE COMPANY OF CONNECTICUT
(on behalf of the Accounts and itself)
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------------
Its: Xxxxxxxxxxx X. Xxxxxx
Vice President & Actuary
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Its: Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: /s/ X. X. Xxxx
--------------------------------------
Its: Senior Vice President
APPENDIX A
Representative Contracts:
Annuities Life
--------- -----------------------
Blue Print I Unregistered MetLife Variable Life
Blue Print II Unregistered MetLife Accumulator
Gold Tract Select MetLife Accumulator II
Marquis MetLife Accumulator III
MetLife Access MetLife VSL II
MetLife Retirement Account COLI
MetLife Retirement Perspectives COLI - Series 2
Portfolio Architect COLI III
Portfolio Architect Access COLI IV
Portfolio Architect Annuity COLI 2000
Portfolio Architect II Annuity Corporate Select
Portfolio Architect L Annuity COLI PPVL
Portfolio Architect Plus Annuity
Portfolio Architect XTRA
Portfolio Architect 3
Prime Builder I Unregistered
Prime Builder II Unregistered
PrimElite IISM
Unallocated Group Variable Annuities
Unregistered Gold Track
Unregistered Gold Track Express
Unregistered Gold Track - VSP
Vintage Annuity
Vintage Access
Vintage II SM
Vintage IISM
Vintage LSM
Vintage XTRA
Vintage XTRA (Series II)
Vintage XTRASM
Vintage SM
Vintage 3SM
Vintage Access 3SM
APPENDIX B
MetLife of CT Fund ABD for Variable Annuities
MetLife of CT Fund ABD II for Variable Annuities
MetLife of CT Fund ABD for Variable Annuities "c" shares
MetLife of CT Fund ABD II for Variable Annuities "c" shares
MetLife of CT Separate Account PF for Variable Annuities
MetLife of CT Fund BD for Variable Annuities
MetLife of CT Fund XX XX for Variable Annuities
MetLife of CT Fund BD III for Variable Annuities
MetLife of CT Fund XX XX for Variable Annuities
MetLife of CT Separate Account XX XX for Variable Annuities
MetLife of CT Separate Account TM for Variable Annuities
MetLife of CT Separate Account XX XX for Variable Annuities
MetLife of CT Separate Account Nine for Variable Annuities
MetLife of CT Separate Account Ten for Variable Annuities
MetLife of CT Separate Account Eleven for Variable Annuities
MetLife of CT Separate Account Twelve for Variable Annuities
MetLife of CT Separate Account Thirteen for Variable Annuities
MetLife of CT Separate Account Fourteen for Variable Annuities
MetLife Insurance Company of CT Variable Annuity Separate Account 2002
MetLife Life and Annuity Company of CT Variable Annuity Separate Account 2002
MetLife of CT Separate Account QPN for Variable Annuities
MetLife of CT Separate Account QP for Variable Annuities
MetLife of CT Separate Account Five for Variable Annuities
MetLife of CT Separate Account PF for Variable Annuities
MetLife of CT Separate Account Six for Variable Annuities
MetLife of CT Fund UL for Variable Life Insurance
MetLife of CT Fund UL II for Variable Life Insurance
MetLife of CT Fund UL III for Variable Life Insurance
MetLife of CT Separate Account CPPVUL1
MetLife of CT Separate Account PP for Variable Life Insurance
APPENDIX C
American Variable Insurance Series:
- Global Growth Fund - Class 2
- Growth Fund - Class 2
- Growth-Income Fund - Class 2
- Bond Fund - Class 2
- Global Small Capitalization Fund - Class 2
- High-Income Bond Fund - Class 2
- International Fund - Class 2
- New World Fund - Class 2
- U.S. Government/AAA Rated Securities Fund - Class 2
AMENDMENT NO. 5 DATED AS OF OCTOBER 20, 2005
TO THE PARTICIPATION AGREEMENT DATED OCTOBER 1, 1999
Amendment to the Participation Agreement (the "Agreement") by and among The
Travelers Insurance Company and The Travelers Life and Annuity Company, each on
behalf of itself and each of its segregated asset accounts listed in Appendix B
hereto, and Travelers Distribution LLC (collectively, "the Company"), American
Funds Insurance Series, American Funds Distributors, Inc. and Capital Research
and Management Company.
WHEREAS, the Company proposes to issue to the public, now and in the
future, certain multi manager variable annuity and life insurance contracts
("Contracts") as set forth in Appenix A;
WHEREAS, the parties desire to amend the Agreement by modifying the First
Recital of the Agreement and replacing the Second Recital of the Agreement;
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. The First Recital of the Agreement is deleted and replaced with the
following:
WHEREAS, the Company proposes to issue to the public, now and in the
future, certain multi-manager variable annuity and variable life insurance
contracts, and the Contracts or interests in the Accounts: (i) are or, prior to
any issuance or sale will be, registered as securities under the Securities Act
of 1933, as amended (the "1933 Act"); or (ii) are not registered because they
are properly exempt from registration.
2. The Second Recital of the Agreement is deleted and replaced with the
following:
WHEREAS, the Company has established one or more separate accounts
("Accounts"), as set forth in Appendix B, for the purpose of issuing the
Contracts and each Account either: (i) has been registered or, prior to any
issuance or sale of the pertinent Contracts, will be registered as a unit
investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii)
has not been so registered in proper reliance upon an exemption from
registration under Section 3(c) of the 1940 Act.
3. Paragraph 19 is amended to read as follows:
"19. AFD will be responsible for conducting training activities for
the Company's wholesalers regarding CRMC's approach to investment
management in connection with the Company's wholesaler support of the
Series. Training will include initial sessions as to CRMC's investment
approach and strategies, background in CRMC's investment results,
information on CRMC's portfolio counselors managing the Series and
general information on CRMC. AFD will provide such periodic additional
training and refresher training as may be requested by the Company.
AFD will provide speakers and panelists at national sales meetings
conducted by the Company regarding the Series.
On and after July 1, 2005, in consideration of the activities
performed by AFD for the Company, the Company will pay AFD a fee equal
to .16% on each Contract purchase payment. For this purpose, purchase
payment is defined as an original contribution made through the
variable contracts directly into one of the Series' Funds. Any
indirect payment, such as a transfer from any other contract
investment option, is not considered a purchase payment.
In addition, 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 desires to expand the Contracts and Accounts of the Company
which invest in shares of the Fund and each of the parties hereby agree to amend
Appendices A and B replacing the same with the Appendices A and B attached
hereto.
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.
Appendix A
October, 2005
REPRESENTATIVE TL-12780 / L-12758 X-00000
XXXXXXXXX: TL-14138 / L-14138 L-14663
TL-14529 / L-14529 L-14666
TL-14539 / L-14539 L-15310
TL-14663 / L-14663 L-15491
TL-15598 / L-15598 L-15799
TL-15847 / L-15847 L-15927
TL-21256 / L-21256 L-22426
TL-22156 / L-22156 L-24421
TL-22229 / L-22229 L-24422
TL-22240 / L-22240 L-15779
TL-22270 / L-22270 L-17755P
TL-22355 / L-22355 L-15310
TL-22378 / L-22378 L-17221
TL-22386 / X-00000
Xxxxxxxx B
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund XX XX for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund XX XX for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Fund UL III for Variable Life Insurance
The Travelers Separate Account CPPVUL1 for Variable Life Insurance
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account XX XX for Variable Annuities
The Travelers Separate Account PP1 for Variable Life Insurance
The Travelers Separate Account PP2 for Variable Life Insurance
The Travelers Separate Account Five for Variable Annuities
The Travelers Separate Account Six for Variable Annuities
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account QPN for Variable Annuities
The Travelers Separate Account TM for Variable Annuities
The Travelers Separate Account XX XX for Variable Annuities
The Travelers Separate Account Nine for Variable Annuities
The Travelers Separate Account Ten for Variable Annuities
TIC Separate Account Eleven for Variable Annuities
TLAC Separate Account Twelve for Variable Annuities
TIC Separate Account Thirteen for Variable Annuities
TLAC Separate Account Fourteen for Variable Annuities
TIC Variable Annuity Separate Account 2002
TLAC Variable Annuity Separate Account 2002
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.
THE TRAVELERS INSURANCE COMPANY
(ON BEHALF OF THE ACCOUNT AND ITSELF)
By: /s/ Xxxx X. XxXxxxx
--------------------------------------
Its:
THE TRAVELERS LIFE AND ANNUITY COMPANY
(ON BEHALF OF THE ACCOUNT AND ITSELF)
By: /s/ Xxxx X. XxXxxxx
--------------------------------------
Its:
TRAVELERS DISTRIBUTION LLC
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Its:
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Its:
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Its:
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Its:
