EXHIBIT (H)(2)
FORM OF ADMINISTRATIVE SERVICES AGREEMENT
AMENDED AND RESTATED
This amended and restated Administrative Services Agreement (the
"Agreement") is hereby made as of January 1, 2004, by and between The Travelers
Insurance Company ("TIC"), a Connecticut corporation with its principal office
in Hartford, Connecticut, and The Travelers Series Trust, a registered open end
management investment company with its principal office in Hartford, Connecticut
(the "Trust") on behalf of the Trust's series, set forth in Schedule A attached
hereto, as the same may be amended from time to time, each of which series is a
separate and distinct investment portfolio of the Trust (each, a "Portfolio").
In consideration of the premises and the mutual promises hereinafter
set forth, TIC and the Trust hereby agree as follows:
1. APPOINTMENT. The Trust hereby appoints and employs TIC as administrator
to provide the services described in this Agreement for the Trust on behalf of
each Portfolio (collectively, the "Portfolios"). TIC shall perform the
obligations and the services set forth herein in accordance with the terms and
conditions hereto subject to the overall supervision of the Trust's Board of
Trustees.
2. SERVICES TO BE PERFORMED
A. TIC, as administrator as of the date of this Agreement, shall be
responsible for performing, general overall supervision and
oversight of all other service providers and their services,
including outside counsel and the Trust's independent auditors,
except that any investment adviser (or subadviser) to the Trust,
on behalf of one or more Portfolios thereof, shall be subject
only to the direct supervision and oversight of the Trust's
Board of Trustees and, further, any subadviser to the Trust
shall be subject only to the direct supervision and oversight of
the investment adviser and the indirect supervision and
oversight of the Trust's Board of Trustees.
B. TIC shall be responsible for providing, or arranging for the
provision of, the pricing and bookkeeping services commonly
referred to as "back office" services described as follows:
(1) the performance of accounting relating to each Portfolio
and portfolio transactions of the Portfolio, including
preparation of the unaudited and audited financial
statements.
(2) The determination of net asset value per share of the
outstanding shares of each Portfolio and the offering
price, if any, at which shares are to be sold, at the
times and in the manner described in the Trust's Agreement
and Declaration of Trust, as amended, and the registration
statement of each Portfolio.
(3) The determination of distributions, if any.
(4) The maintenance of the accounts and records of the Trust
and each Portfolio, except for those accounts and records
maintained by the Trust's investment advisers and
subadvisers, transfer and dividend disbursing agent, and
custodian, subject to the provisions of subsection 5 of
this Section 2.B and Section 3.
(5) In conjunction with each Portfolio's custodian, the
receipt of information and maintenance of accounts and
records for all corporate actions, including, but not
limited to, cash and stock distributions or dividends,
stock splits and reverse stock splits, taken by companies
whose securities are held by a Portfolio.
(6) The monitoring of foreign corporate actions and foreign
trades, foreign withholding, and the entering of orders
to convert foreign currency or to establish contracts
for future settlement of foreign currency.
(7) The processing and monitoring of settlement of Variable
Rate Demand Notes, GNMA's and similar instruments.
(8) The monitoring and accounting for futures and options.
(9) The preparation of tax returns on behalf of the
Portfolios.
(10) Compliance monitoring including RIC qualification and
817(h) diversification.
(11) The performance of, or arranging for the performance of,
transfer agent functions.
(12) The arrangement of daily repurchase agreements on behalf
of funds.
C. TIC shall be responsible for administering, or arranging for the
administration of, a program of securities lending for each
Portfolio by:
(1) Carrying out, or arranging for the carrying out, of
security loan transactions between approved borrowers and
each Portfolio, including assisting the custodian in
receiving and returning collateral for loans;
(2) Marking to market loans outstanding each day; and
(3) Ensuring that the value of collateral for loans is
initially 100% or more of loaned securities at market
price and issuing demands for additional collateral should
the percentage fall below 100%.
D. TIC shall not be responsible for any other services provided to
the Trust, including, but not limited, to investment advisory,
transfer agency and dividend disbursement, custody, legal, and
audit, except that TIC may provide necessary clerical services
from time to time.
The Trust will be responsible for the following expenses,
including, but not limited to, (1) interest and taxes; (2)
brokerage commissions and other costs in connection with the
purchase or sale of securities and other investment instruments;
(3) fees and expenses of the Trust's trustees other than those
who are "interested persons" of the Trust, investment advisers
and any subadvisers, (4) legal and audit expenses; (5) custodian
and transfer agent fees and expenses; (6) fees and expenses
related to the registration and qualification of the Trust and
the Portfolios' shares for distribution under state and federal
securities laws; (7) expenses of printing and mailing reports
and notices and proxy material to shareholders of the
Portfolios; (8) all other expenses incidental to holding
meetings of the Portfolios' shareholders, including proxy
solicitations therefor; (9) insurance premiums for fidelity bond
and other coverage; (10) investment advisory fees; (11) expenses
of typesetting for printing prospectuses and statements of
additional information and supplements thereto, if any; (12)
expenses of printing and mailing prospectuses and statements of
additional information and supplements thereto; and (13) such
non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which a
Portfolio is a party and any legal obligation that a Portfolio
may have to indemnify the Trust's trustees, officers and/or
employees or agents with respect thereto.
Operating procedures and standards to be followed for each function may
be established from time to time by agreement between the Trust and TIC.
3. RECORD KEEPING AND OTHER INFORMATION. TIC shall create and maintain, or
cause the creation and maintenance of, all accounts and records required by all
applicable laws, rules and regulations relating to the services to be performed
herein, including but not limited to, all applicable accounts and records
required by Section 31(a) of the Investment Company Act of 1940 ("1940 Act") and
the rules thereunder, as the same be amended from time to time, except that TIC
shall not have any responsibility for any accounts and records required to be
created and maintained by the investment advisers and any subadvisers, the
transfer and dividend disbursing agent, and the custodian. All accounts and
records created and maintained hereunder shall be the property of the Trust and
shall be available for inspection and use by the Trust during regular business
hours . Where applicable, such accounts and records shall be maintained by TIC
for the periods and in the places required by Rule 31a-2 under the 1940 Act.
4. AUDITS, INSPECTIONS AND VISITS. TIC shall make available during regular
business hours all accounts and records created and maintained under this
Agreement for reasonable audit and inspection by the Trust on its behalf or on
behalf of any Portfolio, any agent or person designated by the Trust, or any
regulatory agency having authority over the Trust. Upon reasonable notice by the
Trust, TIC shall make available during regular business hours its facilities and
premises employed in connection with its performance of obligations under this
Agreement for reasonable visits by the Trust, any agent or person designated by
the Trust, or any regulatory agency having authority over the Trust.
5. COMPENSATION. For the performance of its obligations hereunder, the Trust for
each Portfolio shall pay TIC in accordance with the fee arrangements described
in Schedule B, attached hereto, as the same may be amended from time to time.
6. APPOINTMENT OF SUBADMINISTRATORS. TIC, at its expense, may at any time or
times in its discretion appoint (and may at any time remove) one or more other
parties as subadministrator to perform any or all of the services specified
hereunder and carry out such provisions of this Agreement as TIC may from time
to time direct; provided, however, that the appointment of any such
subadministrator shall not relieve TIC of any of its responsibilities or
liabilities hereunder.
7. SECURITY. TIC represents and warrants that, to the best of its knowledge, the
various procedures and systems that TIC has implemented with regard to the
safeguarding from loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) of the
Trust's blank checks, certificates, accounts and records and TIC records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate, and that TIC will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. TIC shall review such systems and procedures on a
periodic basis, and the Trust shall have access to review these systems and
procedures.
8. INSURANCE. TIC shall maintain insurance of the types and in the amounts
deemed by it to be appropriate and shall notify the Trust should any of its
insurance coverage be changed for any reason. Such notification shall include
the date of change and the reason or reasons therefor. TIC shall notify the
Trust of any material claims against TIC, whether or not they may be covered by
insurance, and shall notify the Trust from time to time as may be appropriate of
the total outstanding claims made by TIC under its insurance coverage. To the
extent that policies of insurance may provide for coverage of claims for
liability or indemnity by the parties set forth in this Agreement, the contracts
of insurance shall take precedence, and no provision of this Agreement shall be
construed to relieve any insurer of any obligation to pay claims to the Trust,
TIC or other insured party that would otherwise be a covered claim in the
absence of any provision of this Agreement.
9. INDEMNIFICATION.
A. The Trust on behalf of the Portfolios set forth in Exhibit A
shall indemnify and hold TIC harmless against any losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person
other than the Trust, including by a shareholder, that
names TIC and/or the Trust as a party and is not based on
and does not result from TIC gross negligence, willful
misfeasance, bad faith or reckless disregard of its
duties, and arises out of or in connection with TIC
performance hereunder, or
(2) any claim, demand, action or suit (except to the extent
contributed to by TIC's gross negligence, willful
misfeasance, bad faith or reckless disregard of its
duties) that results from the negligence of the Trust, or
from TIC acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by
any person duly authorized by the Trust, or as a result of
TIC acting in reliance with advice reasonably believed by
TIC to have been given by counsel for the Trust, or as a
result of TIC acting in reliance upon any instrument or
stock certificate reasonably believed by it to have been
genuine and signed, countersigned or executed by the
proper person, provided that the Trust will not pay any
indirect, consequential, or punitive damages.
B. TIC shall indemnify and hold the Trust harmless against any
losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit brought by any person other than TIC,
that names the Trust and/or TIC as a party and is based upon and
arises out of TIC's gross negligence, willful misfeasance, bad
faith or reckless disregard of its duties in connection with its
performances hereunder.
In the event that either party requests the other to indemnify or hold
it harmless hereunder, the party requesting indemnification (the "Indemnified
Party") shall inform the other party (the "Indemnifying Party") of the relevant
facts known to the Indemnified Party concerning the matter in question. The
Indemnified Party shall use reasonable care to identify and promptly to notify
the Indemnifying Party concerning any matter that presents, or appears likely to
present, a claim for indemnification. The Indemnifying Party shall have the
election of defending the Indemnified Party against any claim that may be the
subject of indemnification or of holding the Indemnified Party harmless
hereunder. In the event the Indemnifying Party so elects, it will so notify the
Indemnified Party and thereupon the Indemnifying Party shall take over defense
of the claim and, if so requested by the Indemnifying Party, the Indemnified
Party shall incur no further legal or other expenses related thereto for which
it shall be entitled to indemnify or to being held harmless hereunder; provided,
however, that nothing herein shall prevent the Indemnified Party from retaining
counsel at its own expense to defend any claim. Except with the Indemnifying
Party's prior written consent, the Indemnified Party shall in no event confess
any claim or make any compromise in any matter in which the Indemnifying Party
will be asked to indemnify or hold the Indemnified Party harmless hereunder.
10. ACTS OF GOD, ETC. TIC shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot,
terrorism, or failure of communication equipment of common carriers or power
supply. In the event of equipment breakdowns beyond it control, TIC shall, at no
additional expense to the Trust, take reasonable steps to minimize service
interruptions and mitigate their effects but shall have no liability with
respect thereto. TIC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment.
11. AMENDMENTS. TIC and the Trust shall regularly consult with each other
regarding TIC's performance of its obligations and its compensation hereunder.
In connection therewith, the Trust shall submit to TIC at a reasonable time in
advance of filing with the Securities and Exchange Commission copies of any
amended or supplemented registration statements (including exhibits) under the
Securities Act of 1933, as amended, and the 1940 Act and, a reasonable time in
advance of their proposed use, copies of any amended or supplemented forms
relating to any plan, program or service offered by the Trust. Any change in
such material that would require any change in TIC obligations hereunder shall
be subject to TIC approval, which shall not be unreasonably withheld. In the
event that a change in such documents or in the procedures contained therein
materially increases the cost to TIC of performing its obligations hereunder,
TIC shall be entitled to receive reasonable compensation therefor.
12. SCHEDULES TO THE AGREEMENT. Any schedule to this Agreement may be
amended or deleted, or additional schedules may be included, as deemed necessary
from time to time by agreement between the Trust and TIC. Each schedule and any
amendments thereto shall be dated and signed by the parties to this agreement.
13. DURATION, TERMINATION, ETC. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated, except by written
instrument that shall make specific reference to this Agreement and that shall
be signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
This Agreement shall continue in effect with respect to the Trust until
terminated by any party on sixty (60) days' written notice given to the other
party, and provided further that this Agreement may be terminated immediately at
any time for cause either by the Trust or by TIC in the event that such cause
remains unremedied for a reasonable period of time not to exceed ninety (90)
days after receipt of written specification of such cause. Any such termination
shall not affect the rights and obligations of the parties under Paragraph 9
hereof.
Upon the termination hereof, the Trust, on behalf of the applicable
Portfolios, shall pay to TIC such compensation as may be due for the period
prior to the date of such termination. In the event that the Trust designates a
successor to any of Traveler's obligations hereunder, TIC shall, at the expense
and direction of the Trust, transfer to such successor all relevant books,
records and other data established or maintained by TIC hereunder. To the extent
that TIC reasonably incurs expenses related to a transfer of responsibilities to
a successor, TIC shall be entitled to be reimbursed for such expenses, including
any out-of-pocket expenses reasonably incurred by TIC in connection with the
transfer.
14. LIABILITY. Notice is hereby given that this agreement is not executed
on behalf of the trustees of the Trust as individuals and that the obligations
of this agreement are not binding upon any of the trustees, officers or
shareholders of the Trust individually, but are binding only upon the assets and
property of a Portfolio of the Trust. TIC agrees that no shareholder, trustee,
or officer of the Trust may be held personally liable or responsible for any
obligations of the Trust arising out of this agreement. With respect to any
obligations of the Trust on behalf of its Portfolios arising out of this
agreement, TIC shall look for payment or satisfaction of any obligation solely
to the assets and property of the Portfolio to which such obligation relates as
though the Trust had separately contracted with TIC by separate written
instrument with respect to each of the Portfolios.
15. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Connecticut, without giving effect to the
choice of laws provisions thereof. The captions in this Agreement are intended
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in counterparts, each of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement by
their respective officials thereunto duly authorized and seals to be affixed, in
the case of the Company.
THE TRAVELERS SERIES TRUST ON BEHALF
OF ITS RESPECTIVE PORTFOLIOS LISTED
ON SCHEDULE A
By:
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Name:
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Title:
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THE TRAVELERS INSURANCE COMPANY
By:
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Name:
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Title:
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SCHEDULE A
THE TRAVELERS SERIES TRUST
PORTFOLIO EFFECTIVE DATE
Lazard International Stock Portfolio August 1, 1996
Federated High Yield Portfolio August 30, 1996
Federated Stock Portfolio August 30, 1996
MFS Emerging Growth Portfolio August 30, 1996
Travelers Quality Bond Portfolio August 30, 1996
U.S. Government Securities Portfolio October 28, 1996
Zero Coupon Bond Fund Portfolio - Series 2005 October 28, 1996
Social Awareness Stock Portfolio November 4, 1996
Pioneer Fund Portfolio (formerly Utilities Portfolio) November 4, 1996
Disciplined Mid Cap Stock Portfolio January 1, 1997
MFS Mid Cap Growth Portfolio December 1, 1997
▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Core Portfolio (f/k/a MFS Research Portfolio) December 1, 1997
MFS Value Portfolio (formerly NWQ Large Cap Portfolio) May 1, 1998
Convertible Securities Portfolio May 1, 1998
Equity Income Portfolio July 1, 2003
Large Cap Portfolio July 1, 2003
SCHEDULE B
Fees
The Trust on behalf of the Portfolios agrees to pay fees to TIC at the annual
rate of 0.06% of the daily net assets. Fees will be accrued daily and paid
quarterly within ten business days of the end of each calendar quarter.