1
EXHIBIT 4
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made as of this 30th day of December,
1992, between The Travelers Investment Management Company, a Connecticut
general business corporation (hereinafter "TIMCO") and The Travelers Timed
Aggressive Stock Account for Variable Annuities (hereinafter "Account TAS"), a
separate account of The Travelers Insurance Company established by its
President and Chief Executive Officer on January 2, 1987, pursuant to a
resolution of The Travelers Insurance Company's Board of Directors on August 4,
1967, pursuant to Section 38-154a of the Connecticut General Statutes.
WITNESSETH:
WHEREAS, Account TAS and TIMCO wish to enter into an agreement setting
forth the terms upon which TIMCO will perform certain services for Account TAS.
NOW, THEREFORE, in consideration of the promise and the mutual
agreements herein contained, the parties hereto agree as follows:
1. Account TAS hereby employs TIMCO to manage the investment and
reinvestment of the assets of Account TAS and to perform the other
services herein set forth, subject to the supervision of the Board of
Managers of Account TAS (hereinafter the "Board") for the period and on
the terms herein set forth. TIMCO hereby accepts such employment and
agrees during such period, at its own expense, to render the services
and to assume the obligations herein set forth for the compensation
herein provided.
2. In carrying out these obligations to manage the investment and
reinvestment of the assets of Account TAS, TIMCO shall:
a. obtain and evaluate pertinent economic, statistical and financial
data and other information relevant to the investment policy of
Account TAS, affecting the economy generally and individual
companies or industries, the securities of which are included in
Account TAS's portfolio or are under consideration for inclusion
therein;
b. be authorized to purchase supplemental research and other
services from brokers at additional cost to Account TAS;
c. regularly furnish to the Board recommendations with respect to
any investment program for approval, modification or rejection by
the Board;
d. take such steps as are necessary to implement the investment
program approved by the Board; and
e. regularly report to the Board with respect to implementation of
the approved investment program and any other activities in
connection with the administration of the assets of Account TAS.
3. Any investment program undertaken by TIMCO pursuant to this Agreement
and any other activities undertaken by TIMCO on behalf of Account TAS
shall at all times be subject to any directives of the Board or any duly
constituted committee thereof acting pursuant to like authority.
4. For the services rendered hereunder, TIMCO will receive an amount
equivalent on an annual basis to the following:
2
Aggregate
Annual Net Asset Value
Management Fee of the Account
-------------- --------------
0.50% of the first $ 20,000,000, plus
0.25% of the next $ 80,000,000, plus
0.20% of the next $200,000,000, plus
0.15% of amounts over $300,000,000.
The advisory fees will be deducted on each valuation date.
5. The services of TIMCO to Account TAS hereunder are not to be deemed
exclusive and TIMCO shall be free to render similar services to others
so long as its services hereunder are not impaired or interfered with
thereby.
6. If approved by a vote of a majority of the outstanding voting securities
of Account TAS (as defined in the Investment Company Act of 1940), this
Investment Advisory Agreement:
a. may not be terminated by TIMCO, without the prior approval of a
new Investment Advisory Agreement by a vote of a majority of the
outstanding voting securities of Account TAS, and shall be
subject to termination, without the payment of any penalty, upon
sixty days' written notice to the investment adviser, by the
Board or by a vote of a majority of the outstanding voting
securities of Account TAS;
b. shall not be amended without prior approval of a majority of the
outstanding voting securities of Account TAS;
c. shall automatically terminate upon assignment by either party;
and
d. shall continue in effect for a period of more than two years from
the date of its execution, only so long as such continuance is
specifically approved (i) at least annually by a vote of a
majority of the Board who are not parties to, or interested
persons of any party to, such agreement, cast in person at a
meeting called for the purpose of voting on such approval and at
which the Board has been furnished such information as may be
reasonably necessary to evaluate the terms of said agreement, or
(ii) by a vote of a majority of the outstanding voting securities
of Account TAS.
7. This Investment Advisory Agreement is subject to the provisions of the
Investment Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Investment
Advisory Agreement to be signed by their respective officials thereunto duly
authorized and seals to be affixed, in the case of TIMCO, as of the day and
year first above written.
THE TRAVELERS TIMED AGGRESSIVE STOCK
ACCOUNT FOR VARIABLE ANNUITIES
By:
---------------------------
Chairman, Board of Managers
WITNESS:
3
------------------------------
Secretary, Board of Managers
THE TRAVELERS INVESTMENT
MANAGEMENT COMPANY
By:
---------------------------
President
ATTEST: (Seal)
------------------------------
Corporate Secretary
4
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT made as of May 1, 1996 to the Investment Advisory Agreement
made as of the 30th day of December, 1992, between The Travelers Investment
Management Company, a Connecticut general business corporation (hereinafter
"TIMCO") and The Travelers Timed Aggressive Stock Account for Variable
Annuities (hereinafter "Account TAS"), a separate account of The Travelers
Insurance Company established by its President and Chief Executive Officer on
January 2, 1987, pursuant to a resolution of The Travelers Insurance Company's
Board of Directors on August 4, 1967, pursuant to Section 38-154a of the
Connecticut General Statutes (the "Advisory Agreement").
WITNESSETH:
WHEREAS, Account TAS and TIMCO have entered into an Advisory Agreement
setting forth the terms upon which TIMCO will perform certain services for
Account TAS; and
WHEREAS, Account TAS and TIMCO wish to amend the Advisory Agreement to
change the investment advisory fee.
NOW THEREFORE, in consideration of the promises and the mutual
agreements herein contained, the parties hereto agree to amend paragraph 4 of
the Advisory Agreement to read as follows:
4. For the services rendered hereunder, TIMCO will receive an amount
equivalent on an annual basis to 0.35% of the average daily net assets
of Account TAS, such fees to be deducted on each valuation date.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to the
Advisory Agreement to be signed by their respective officials thereunto
duly authorized and seals to be affixed, in the case of TIMCO, as of the
day and year first above written.
THE TRAVELERS TIMED AGGRESSIVE STOCK
ACCOUNT FOR VARIABLE ANNUITIES
By:
---------------------------
Chairman, Board of Managers
WITNESS:
------------------------------
Secretary, Board of Managers
THE TRAVELERS INVESTMENT
MANAGEMENT COMPANY
By:
---------------------------
President
ATTEST: (Seal)
