INVESTMENT ADVISORY AGREEMENT
ENTERED INTO BETWEEN
THE TRAVELERS SERIES TRUST
AND
TRAVELERS INVESTMENT MANAGEMENT INTERNATIONAL COMPANY LLC
This Investment Advisory Agreement (the "Agreement") is entered into as of
July 1, 2005 by and between The Travelers Series Trust, a Massachusetts
business trust (the "Trust"), and Travelers Investment Management International
Company LLC, a limited liability company duly organized and existing under the
law of the state of New York ("TAMIC").
WHEREAS, the Trust is a series-type, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series, including the Travelers Managed Income
Portfolio (the "Portfolio"); and
WHEREAS, the Trust desires to retain TAMIC to provide or to arrange to
provide investment management and advisory services to the Portfolio, in the
manner and on the terms and conditions set forth in this Agreement; and
WHEREAS, TAMIC is willing to provide or to arrange to provide such services
to the Portfolio, in the manner and on the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Trust and TAMIC agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Trust desires to employ its capital relating to the Portfolio by
investing and reinvesting in investments of the kind and in accordance with the
investment objective(s), policies and limitations authorized by its Board of
Trustees (the "Board") and as specified in the prospectus (the "Prospectus")
and the statement of additional information (the "SAI") filed with the
Securities and Exchange Commission as part of the Trust's Registration
Statement on Form N-1A, as may be periodically amended. Copies of the
Prospectus and the SAI have been and will be (following amendments) forwarded
to TAMIC. The Trust hereby appoints TAMIC to provide investment advisory
services for the Portfolio. Pursuant to this Agreement and subject to the
oversight and supervision by the Board, TAMIC shall manage the investment and
reinvestment, or arrange for the investment and reinvestment, of the
Portfolio's assets. TAMIC hereby accepts the appointment by the Trust in the
foregoing capacity and agrees, at TAMIC's own expense, to render the services
set forth herein and to provide the office space, furnishings, equipment, and
personnel required by TAMIC to perform these services on the terms and for the
compensation provided in this Agreement.
(b) The Trust agrees to provide TAMIC promptly with copies of all amendments
and supplements to the current Prospectus and the SAI, and copies of any
procedures and guidelines adopted by the Board applicable to the Portfolio and
any amendments thereto (the "Board Procedures"), on an on-going basis. Until
the Trust delivers any such amendment or supplement or Board Procedures, TAMIC
shall be fully protected in relying on the last Prospectus and SAI and any
Board Procedures, previously furnished to TAMIC. In addition, the Trust shall
furnish TAMIC with a certified copy of any financial statement or report
prepared for the Trust with respect to the Portfolio by certified or
independent auditors, and with copies of any financial statements or reports
made by the Trust to shareholders or to any state or federal regulatory agency.
The Trust shall also inform TAMIC of the results of any audits or examinations
by regulatory authorities pertaining to TAMIC's responsibilities for the
Portfolio. The Trust further agrees to furnish TAMIC with any materials or
information that TAMIC may reasonably request to enable it to perform its
functions under this Agreement.
2. SERVICES AS INVESTMENT ADVISER
Subject to the supervision, direction and approval of the Board, TAMIC will
manage the investment operations of the Portfolio and will furnish or cause to
be furnished to the Trust advice and assistance with respect to the
acquisition, holding or disposal of the Portfolio's investments in accordance
with the investment objective, policies and restrictions as communicated to it
by the Board and as are set forth in the Prospectus and SAI. TAMIC shall not
delegate any of the Adviser's duties under this Agreement to any other duly
organized investment adviser (a "Subadviser") until the Board and a majority of
those trustees who are not parties to this Agreement or "interested persons" of
any party have approved said Subadviser; PROVIDED, that, in the event that
TAMIC is authorized to delegate any of its duties under this Agreement to a
Subadviser, TAMIC shall retain overall responsibility for these delegated
powers and functions and any and all obligations and liabilities in connection
therewith, and TAMIC shall remain responsible for ensuring that each Subadviser
conducts its operations in a manner consistent with the terms of this Agreement.
3. RULE 38A-1 COMPLIANCE
TAMIC represents, warrants and agrees that it has adopted and implemented,
and throughout the term of this Agreement will maintain in effect and
implement, policies and procedures reasonably designed to prevent, detect and
correct violations by TAMIC and its supervised persons, and, to the extent the
activities of TAMIC in respect of the Trust could affect the Trust, by the
Trust, of "federal securities laws" (as defined in Rule 38a-1 under the 1940
Act), and that TAMIC has provided the Trust with true and complete copies of
its policies and procedures (or summaries thereof) and related information
requested by the Trust. TAMIC agrees to cooperate with periodic reviews by the
Trust's compliance personnel of TAMIC's policies and procedures, their operation
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and implementation and other compliance matters and to provide to the Trust
from time to time such additional information and certifications in respect of
TAMIC's policies and procedures, compliance by TAMIC with federal securities
laws and related matters as the Trust's compliance personnel may reasonably
request.
4. INFORMATION TO BE PROVIDED TO THE TRUST
TAMIC shall keep the Board and the Trust informed of developments materially
affecting the Portfolio. In this regard, TAMIC shall provide to the Board and
the Trust's officers such periodic reports concerning the obligations assumed
under this Agreement as the Trust and the Board may from time to time
reasonably request. Additionally, TAMIC shall, or shall ensure that any
Subadviser shall, at least quarterly, provide the Board with a written
certification that the Portfolio is in compliance with the Portfolio's
investment objectives and practices, the 1940 Act and applicable rules and
regulations under the 1940 Act, and the requirements of Subchapter M and
Section 817(h) under the Internal Revenue Code of 1986, as amended (the "Code").
5. STANDARD OF CARE
TAMIC shall exercise its best judgment and shall act in good faith in
rendering the services contemplated herein. TAMIC and any of its officers,
directors, employees, agents, representatives, or persons controlled by it (the
"Related Parties") shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust or the Portfolio in connection with
the matters to which this Agreement relates, provided that TAMIC shall be
liable to the Trust, the Portfolio and the Portfolio's shareholders for conduct
that constitutes willful misfeasance, bad faith, or gross negligence on its
part in the performance of its duties or by reason of TAMIC's reckless
disregard of its obligations and duties under this Agreement.
6. TAMIC'S DUTIES REGARDING PORTFOLIO TRANSACTIONS
(a) Placement of Orders. TAMIC shall take all actions that it considers
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necessary to implement the investment policies of the Portfolio, and, in
particular, to place all orders for the purchase or sale of securities or other
investments for the Portfolio with brokers or dealers TAMIC selects. To that
end, TAMIC is authorized as the Trust's agent to give instructions to the
Trust's custodian as to deliveries of securities or other investments and
payments of cash for the Portfolio's account. In connection with the selection
of brokers or dealers and the placement of purchase and sale orders, TAMIC is
directed at all times to seek to obtain best execution and price within the
policy guidelines determined by the Board and set forth in the Trust's current
Prospectus and SAI, subject to provisions (b), (c), and (d) of this Section 5.
(b) Selection of Brokers and Dealers. To the extent permitted by the policy
________________________________
guidelines set forth in the Trust's current Prospectus and SAI, in the
selection of brokers and dealers to execute portfolio transactions, TAMIC is
authorized to consider not only
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the available prices and rates of brokerage commissions, but also other
relevant factors, which may include, without limitation: the execution
capabilities of the brokers and dealers; the research, custody, and other
services provided by the brokers and dealers that TAMIC believes will enhance
its general portfolio management capabilities; the size of the transaction; the
difficulty of execution; the operational facilities of these brokers and
dealers; the risk to a broker or dealer of positioning a block of securities;
and the overall quality of brokerage and research services provided by the
brokers and dealers. In connection with the foregoing, TAMIC is specifically
authorized to pay those brokers and dealers who provide brokerage and research
services to TAMIC a higher commission than that charged by other brokers and
dealers if TAMIC determines in good faith that the amount of the commission is
reasonable in relation to the value of the services in terms of either the
particular transaction or in terms of TAMIC's overall responsibilities with
respect to the Portfolio and to any other client accounts or portfolios that
TAMIC advises. The execution of such transactions shall not be considered to
represent an unlawful breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements. On an ongoing basis, but not less often than
________________________
annually, TAMIC shall identify and provide a written description to the Trust
of all "soft dollar" arrangements that TAMIC maintains with respect to the
Portfolio or with brokers or dealers that execute transactions for the
Portfolio. Prior to the commencement of the active management of the Portfolio,
and periodically thereafter, but not less often than annually, TAMIC shall
provide the Trust with a written description of all arrangements with third
parties and other individuals, entities, brokers, or money management firms
that have or may receive or share in the payment of fees for services in
connection with securing or continuing this Agreement.
(d) Aggregated Transactions. TAMIC is authorized to aggregate purchase and
_______________________
sale orders for securities held (or to be held) by the Portfolio with similar
orders being made on the same day for other client accounts or portfolios that
TAMIC manages. When an order is so aggregated: (a) the actual prices applicable
to the aggregated transaction will be averaged, and the Portfolio and each
other account or portfolio participating in the aggregated transaction shall be
treated as having purchased or sold the Portfolio's portion of the securities
at this average price; and (b) all transaction costs incurred in effecting the
aggregated transaction shall be shared on a pro-rata basis among the accounts
or portfolios (including the Portfolio) participating in the transaction. When
recommending or effecting a transaction in a particular security or investment
for more than one client account or portfolio (including the Portfolio), TAMIC
may allocate the recommendations or transactions among all accounts and
portfolios for whom the recommendation is made or transaction is effected on a
basis that TAMIC considers equitable. The Portfolio and TAMIC each recognize
that in some cases this procedure may adversely affect the size of the position
obtainable for the Portfolio.
7. COMPENSATION
In consideration of the services rendered, the facilities furnished, and the
expenses assumed pursuant to this Agreement, the Trust will pay TAMIC a fee as
listed on
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Attachment A. The parties understand that the fee will be calculated daily and
paid monthly. The fee for the period from the Effective Date (defined below) of
the Agreement to the end of the month during which the Effective Date occurs
shall be prorated according to the proportion that such period bears to the
full monthly period. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month shall be prorated according to the
proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to TAMIC, the value of the Portfolio's net assets
shall be computed at the times and in the manner specified in the Prospectus
and the SAI, and on days on which the net assets are not so determined, the net
asset value computation to be used shall be as determined on the immediately
preceding day on which the net assets were determined.
8. EXPENSES
TAMIC shall bear all expenses (excluding brokerage costs, custodian fees,
auditor fees and other expenses to be borne by either the Portfolio or the
Trust) in connection with the performance of its services under this Agreement
and shall pay: (a) any subadviser fee incurred under any and all Subadvisory
Agreement(s) with respect to the Portfolio, and (b) any other fees required to
be paid to any Subadviser. The Trust will bear certain other expenses to be
incurred in its operation, including, but not limited to: (i) interest and
taxes; (ii) brokerage commissions and other costs in connection with the
purchase or sale of securities and other investment instruments; (iii) fees and
expenses of the Trust's trustees other than those who are "interested persons"
of the Trust; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders of
the Portfolio; (viii) all other expenses incidental to holding meetings of the
Portfolio's shareholders, including proxy solicitations therefor;
(ix) insurance premiums for fidelity bond and other coverage; (x) investment
management fees; (xi) expenses of typesetting for printing prospectuses and
statements of additional information and supplements thereto; (xii) expenses of
printing and mailing prospectuses and statements of additional information and
supplements thereto; and (xiii) such non-recurring or extraordinary expenses as
may arise, including those relating to actions, suits or proceedings to which
the Portfolio is a party and legal obligation that the Portfolio may have to
indemnify the Trust's trustees, officers and/or employees or agents with
respect thereto. The Trust will bear all other expenses that TAMIC has not
specifically assumed hereunder.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
(a) The Trust understands that TAMIC now acts, will continue to act and may
act in the future as investment manager or adviser to fiduciary and other
managed accounts, and as investment manager or adviser to other investment
companies, and the Trust has no objection to TAMIC's so acting, PROVIDED, that,
whenever the Trust or the Portfolio and one or more other investment companies
or accounts managed or advised
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by TAMIC have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
be equitable to each company or account. The Trust recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for the Portfolio. The Trust also understands that the persons employed by
TAMIC to assist in the performance of TAMIC's duties under this Agreement may
not devote their full time to such service and that nothing contained in this
Agreement shall be deemed to limit or restrict the right of TAMIC or any
affiliate of TAMIC to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature. This Agreement
shall not in any way limit or restrict TAMIC or any of its directors, officers,
employees, or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities will
not adversely affect or otherwise impair the performance by TAMIC of its duties
and obligations under this Agreement.
(b) Moreover, by reason of investment banking and other activities, TAMIC or
its affiliates may from time to time acquire privileged and confidential
information about corporations or other entities and their securities, The
Trust recognizes and acknowledges that TAMIC or it affiliates will not be free
to divulge such information to the Trust or to act upon such information.
10. DELEGATION OF PROXY VOTING RIGHTS
The Trust delegates to TAMIC the Trust's discretionary authority to exercise
voting rights with respect to the securities and other investments held by the
Portfolio. TAMIC shall exercise these voting rights unless and until the Trust
revokes this delegation in writing. The Trust may revoke this delegation at any
time without cause. TAMIC shall provide the Trust with a written copy of its
proxy voting guidelines. TAMIC shall maintain and preserve a record, in an
easily accessible place for a period of not less than five (5) years or other
such period under Rule 204-2 of the Advisers Act, of TAMIC's voting procedures,
and of TAMIC's actual votes with respect to those securities and other
investments including all information and data required to be filed on Form
N-PX by the Trust, and TAMIC shall supply this record to the Trust, or any
authorized representative of the Trust, upon request, provided that the Trust
shall receive a record of all proxy votes and other information and data
necessary to complete Form N-PX for each year ending June 30 reasonably
thereafter, but no later than the July 31st following said June 30th in
accordance with the 1940 Act rules and regulations governing proxy votes.
11. AFFILIATED BROKERS AND TRANSACTIONS
(a) Affiliated Brokers. TAMIC or any of its affiliates may act as broker in
connection with the purchase or sale of securities or other investments for the
Portfolio, subject to: (a) the requirement that TAMIC seek to obtain best
execution and price within the policy guidelines determined by the Board and
set forth in the Trust's current prospectus and SAI; (b) the provisions of the
Investment Advisers Act of 1940, as
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amended (the "Advisers Act"); (c) the provisions of the Securities Exchange Act
of 1934, as amended, including, but not limited to, Section 11(a) thereof and
any exchange on which a security may be listed or traded; and (d) other
provisions of applicable law. These brokerage services are not within the scope
of the duties of TAMIC under this Agreement. Subject to the requirements of
applicable law and any procedures adopted by the Board, TAMIC or its affiliates
may receive brokerage commissions, fees or other remuneration from the
Portfolio or the Trust for these services in addition to TAMIC's fees for
services under this Agreement.
(b) Affiliated Transactions. Provided that the Trust has approved procedures
under an applicable exemptive rule under the 1940 Act and subject to said
procedures, TAMIC is hereby authorized to effect "cross" transactions between
the Portfolio and other registered investment companies or clients advised by
TAMIC.
12. CUSTODY
Nothing in this Agreement shall require TAMIC to take or receive physical
possession of cash, securities, or other investments of the Portfolio.
13. REGISTRATION AS INVESTMENT ADVISER
TAMIC is registered as an investment adviser with the U.S. Securities and
Exchange Commission ("SEC") under the Advisers Act. TAMIC shall remain so
registered throughout the term of this Agreement and shall notify the Trust
immediately if TAMIC ceases to be so registered as an investment adviser.
14. CODE OF ETHICS
TAMIC certifies that it has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the
Advisers Act, and that it has instituted procedures reasonably necessary to
prevent Access Persons (as defined under Rules 17j-1 and 204A-1) from violating
its code of ethics. TAMIC will provide the Trust with a copy of that code,
together with evidence of the code's adoption. At each quarterly Board meeting
during the time that this Agreement remains in effect, the president, a vice
president or the chief compliance officer of TAMIC shall certify to the Trust
that TAMIC has complied with the requirements of Rules 17j-1 and 204A-1 during
the previous quarter and that there have been no violations of its code of
ethics or, if a violation has occurred, that appropriate action has been taken
in response to the violation; PROVIDED, that, no less frequently than annually,
the appropriate officer of TAMIC shall furnish a written report to the Trust
that complies with the requirements of Rule 17j-1 with respect to these reports
regarding issues, material violations, and any related sanctions in connection
with the administration of the code of ethics, or as otherwise required
pursuant to Rule 17j-1. Upon written request of the Trust, TAMIC shall permit
representatives of the Trust to examine the reports (or summaries of the
reports) required to be made by Rule 17j-1(d)(1) and Rule 204A-1(b) relating to
enforcement of the code of ethics.
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15. TERM OF AGREEMENT; TERMINATION OF AGREEMENT; AMENDMENT OF AGREEMENT
(a) Term. This Agreement shall become effective July 1, 2005 (the "Effective
____
Date"), and shall continue for an initial two-year term and shall continue
thereafter so long as such continuance is specifically approved at least
annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, (1) by
___________
the Board or by vote of holders of a majority of the outstanding shares of the
Portfolio upon sixty (60) days' written notice to TAMIC, or (2) by TAMIC upon
60 days' written notice to the Trust. This Agreement will also terminate
automatically in the event of its assignment.
(c) Amendment. This Agreement may be amended by the parties only if the
_________
amendment is specifically approved by: (1) a majority of those trustees who are
not parties to this Agreement or "interested persons" of any party cast in
person at a meeting called for the purpose of voting on the Agreement's
approval; and (2) if required by applicable law, the vote of a majority of
outstanding shares of the Portfolio.
16. REPRESENTATIONS AND COVENANTS OF THE TRUST
(a) The Trust represents that a copy of the Declaration of Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts and the clerk
of the City of Boston. The Trust further represents and covenants that it shall
maintain compliance with applicable regulatory mandates and requirements.
(b) The Trust represents and covenants that it is duly organized and validly
existing under Massachusetts law with the power to own and possess the Trust's
assets and carry on the Trust's business as this business is now being
conducted;
(c) The Trust represents and covenants that it has the authority to enter
into and perform the services contemplated by this Agreement; and
(d) The Trust represents and covenants that it is (and during the term of
this Agreement, will remain) registered as an open-end management investment
company under the 1940 Act and that the Trust's shares representing an interest
in the Portfolio are (and during the term of this Agreement will remain)
registered under the Securities Act of 1933 and under any applicable state
securities laws.
17. REPRESENTATIONS AND COVENANTS OF TAMIC
(a) TAMIC represents and covenants that it: (1) is duly organized and
validly existing under New York law with the power to own and possess TAMIC's
assets and carry on TAMIC's business as this business is now being conducted;
(2) has the authority
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to enter into and perform the services contemplated by this Agreement; (3) is
not prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (4) has met, and shall continue to seek to meet
for the duration of this Agreement, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; and (5) shall promptly notify the Trust of the
occurrence of any event that would disqualify it from serving as an investment
adviser to an investment company pursuant to Section 9(a) of the 1940 Act.
TAMIC also represents and covenants that it shall maintain compliance with
applicable regulatory mandates and requirements.
(b) TAMIC represents and covenants that it shall be responsible for the
management of the Portfolio in accordance with the Prospectus and SAI and in
compliance with the requirements applicable to a regulated investment company
under Subchapter M of the Code. TAMIC shall also comply with the
diversification requirements for variable annuity, life insurance, or endowment
contracts pursuant to Section 817(h) of the Code and United States Treasury
Regulation Section 1.817-5, each as may be amended from time to time. TAMIC
shall promptly inform the Trust if any information in the Prospectus or SAI, or
if any action relating to TAMIC or its services to the Portfolio is (or will
become) inaccurate, incomplete, or no longer compliant with Section 817(h) of
the Code or Treasury Regulation Section 1.817-5, if applicable.
(c) TAMIC represents that it shall carry out its responsibilities under this
Agreement in compliance with (1) federal and state law, including securities
law, governing its activities; (2) the Portfolio's investment objective,
policies, and restrictions, as set forth in the Prospectus and SAI, as amended
from time to time; and (3) any policies or directives as the Board may from
time to time establish or issue and communicate to the Adviser in writing. The
Trust shall promptly notify TAMIC in writing of changes to (2) or (3) above,
which shall be implemented as soon as reasonably possible.
(d) TAMIC represents and covenants that it shall conduct its activities
under this Agreement in a manner consistent with its code of ethics maintained
pursuant to Rule 17j-1 under Section 17(j) of the 1940 Act. TAMIC also agrees
to require that any Subadviser shall adopt and follow a similar code of ethics
and that such Subadviser shall be obligated to provide a copy of said code,
together with certifications of its adoption and other matters pursuant to Rule
17j-1, to the Trust.
(f) TAMIC represents and covenants that it shall conduct its activities in a
manner consistent with any no-action letter, order or rule promulgated by the
SEC applicable to the Trust or the Portfolio, provided that the Trust has given
copies of such no-action letters and orders to TAMIC.
18. COOPERATION WITH INVESTIGATIONS
TAMIC and the Trust each agree to cooperate with each other in the event
that either should become involved in any investigation, legal proceeding,
claim, suit or other similar action arising from the performance of the
obligations described in this Agreement.
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19. RECORDS
(a) Maintenance of Records. TAMIC hereby undertakes and agrees to maintain,
______________________
in the form and for the period required by Rule 31a-2 under the 1940 Act, all
records relating to the Portfolio's investments that are required to be
maintained by the Trust pursuant to the requirements of paragraphs (b)(5),
(b)(6), (b)(7), (b)(9), (b)(10), and (f) of Rule 31a-1 under the 1940 Act.
(b) Ownership of Records. TAMIC agrees that all books and records which
____________________
TAMIC maintains for the Portfolio or the Trust are the Trust's property and
further agrees to surrender promptly to the Trust any books, records, or
information upon the Trust's request; PROVIDED, HOWEVER, that TAMIC may retain
copies of the records at its own cost. All the requested books and records
shall be made available, within five (5) business days of a written request, to
the Trust's accountants or auditors during regular business hours at TAMIC's
offices. The Trust or the Trust's authorized representatives shall have the
right to copy any records in TAMIC's possession that pertain to the Portfolio
or the Trust. These books, records, information, or reports shall be made
available to properly authorized government representatives consistent with
state and federal law and/or regulations. In the event of the termination of
this Agreement, all these books, records, or other information shall be
returned to the Trust. TAMIC agrees that the policies and procedures it has
established for managing the Portfolio, including, but not limited to, all
policies and procedures designed to ensure compliance with federal and state
regulations governing the adviser/client relationship and management and
operation of the Portfolio, shall be made available for inspection by the Trust
or either of their authorized representatives not less frequently than annually.
20. LIMITATION OF LIABILITY
Except as may otherwise be prohibited by the 1940 Act or other applicable
federal securities law, TAMIC and/or its Related Parties shall not be liable to
the Trust or any shareholder of the Trust for any error or judgment, mistake of
law, or any loss arising out of any investment or other act or omission in the
course of, connected with, or arising out of any services to be rendered under
this Agreement, except that TAMIC or its Related Parties shall be liable by
reason of conduct that constitutes willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement. To the extent permitted
under federal and state law, the Trust shall hold harmless and indemnify TAMIC
and its Related Parties for any loss, liability, cost, damage or expense
(including reasonable attorneys fees and costs) arising from any claim or
demand by any past or present shareholder of the Trust except if the loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) is based upon TAMIC's or a Related Party's willful misfeasance, bad
faith, or gross negligence in the performance of its duties or the reckless
disregard of its obligations and duties under this Agreement.
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21. GOVERNING LAW
This Agreement shall be governed by, construed under and interpreted and
enforced in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws.
22. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement shall
not be affected thereby.
23. DEFINITIONS
The terms "assignment," "affiliated person," and "interested person," when
used in this Agreement, shall have the respective meanings specified in
Section 2(a) the 1940 Act. The term "majority of the outstanding shares" means
the lesser of (a) sixty-seven percent (67%) or more of the shares present at a
meeting if more than fifty percent (50%) of these shares are present or
represented by proxy, or (b) more than fifty percent (50%) of the outstanding
shares.
24. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
THE TRAVELERS SERIES TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇ Forget
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ Forget
Title: Chairman, Chief Executive Officer
and President
TRAVELERS INVESTMENT
MANAGEMENT INTERNATIONAL COMPANY LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ Forget
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ Forget
Title: President
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ATTACHMENT A
INVESTMENT ADVISORY FEES
For the services rendered under this Agreement, the Trust shall pay TAMIC an
amount equivalent on an annual basis to 0.65% of the average daily net assets
of the Portfolio.
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