INVESTMENT SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS INVESTMENT ADVISER, INC.
AND
PIONEER INVESTMENT MANAGEMENT, INC.
This Investment Subadvisory Agreement (the "Agreement") is entered into as
of July 1, 2005, by and between Travelers Investment Adviser, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
("TIA"), and Pioneer Investment Management, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Subadviser"). The
Subadviser is a member of the UniCredito Italiano Banking Group, register of
banking groups.
WHEREAS, TIA and The Travelers Series Trust, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") and organized as a Massachusetts business trust (the
"Trust"), have entered into an Investment Advisory Agreement dated July 1,
2005, (the "Investment Advisory Agreement"), a copy of which is attached as
Exhibit A hereto;
WHEREAS, pursuant to the Investment Advisory Agreement, TIA has agreed to
provide investment management and advisory services to the Pioneer Strategic
Income Portfolio, a series of the Trust (the "Portfolio");
WHEREAS, the Investment Advisory Agreement provides that TIA may engage a
duly organized subadviser, to furnish investment information, services and
advice to assist TIA in carrying out its responsibilities under the Investment
Advisory Agreement, provided that TIA obtains the consent and approval of the
Board of Trustees of the Trust (the "Board") and a majority of those trustees
who are not parties to the Investment Advisory Agreement or "interested
parties" of any party thereto in accordance with the requirements of the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, TIA desires to retain the Subadviser to render investment advisory
services to TIA in the manner and on the terms set forth in this Agreement, and
the Subadviser desires to provide such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, TIA and the Subadviser agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
(a) Investment Description. The Trust desires to employ its capital relating
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to the Portfolio by investing and reinvesting in investments of the kind and in
accordance with the investment objective(s), policies and limitations specified
in the prospectus (the "Prospectus") and the statement of additional
information (the "SAI") filed with the Securities and Exchange Commission (the
"SEC") as part of the Trust's Registration Statement on Form N-lA, as may be
periodically amended. TIA agrees to provide promptly copies of all amendments
and supplements to the current Prospectus and the SAI, and copies of any
procedures adopted by the Board applicable to the Subadviser and any amendments
thereto (the "Board Procedures"), to the Subadviser on an on-going basis. Until
TIA delivers any such amendment or supplement or Board Procedures, the
Subadviser shall be fully protected in relying on the last Prospectus and SAI
and any Board Procedures, if any, previously furnished to the Subadviser. TIA
shall also inform the Subadviser of the results of any audits or examinations
by regulatory authorities pertaining to the Subadviser's responsibilities for
the Portfolio. TIA further agrees to furnish the Subadviser with any materials
or information that the Subadviser may reasonably request to enable it to
perform its functions under this Agreement.
(b) Appointment of Subadviser. TIA hereby engages the services of the
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Subadviser in connection with the investment and reinvestment of the
Portfolio's assets. Pursuant to this Agreement and subject to the oversight and
supervision by TIA and the Board, the Subadviser shall manage the investment
and reinvestment of the Portfolio's assets. Subject to the terms and conditions
of this Agreement, the Subadviser hereby accepts the engagement by TIA in the
foregoing capacity and agrees, at the Subadviser's own expense, to render the
services set forth herein and to provide the office space, furnishings,
equipment, and personnel required by the Subadviser to perform these services
on the terms and for the compensation provided in this Agreement. Except as
specified herein, the Subadviser agrees that it shall not delegate any material
obligation assumed pursuant to this Agreement to any third party without first
obtaining the written consent of both the Trust and TIA.
2. SERVICES AS SUBADVISER
Subject to the supervision, direction and approval of the Board and TIA, the
Subadviser shall conduct a continual program of investment, evaluation, sale,
and reinvestment of the Portfolio's assets. The Subadviser is authorized, in
its sole discretion and without prior consultation with TIA, to: (a) obtain and
evaluate pertinent economic, financial, and other information affecting the
economy generally and certain companies as such information relates to
securities which are purchased for or considered for purchase in the Portfolio;
(b) manage the Portfolio's assets in accordance with the Portfolio's investment
objectives and policies as stated in the Prospectus and the SAI, rules and
regulations under the 1940 Act; (c) make investment decisions for the
Portfolio; (d) place purchase and sale orders for portfolio transactions on
behalf of the Portfolio and manage otherwise uninvested cash assets of the
Portfolio; (e) price such Portfolio securities as TIA and Subadviser shall
mutually agree upon from time to time; (f) execute account documentation,
agreements, contracts and other documents as the Subadviser shall be requested
by brokers, dealers, counterparties and other persons in connection with its
management of the assets of the Portfolio (in such respect, and only for this
limited purpose, the Subadviser shall act as TIA's and the Trust's agent and
attorney-in-fact); (g) employ professional portfolio managers and securities
analysts who provide research services to the Portfolio; and (h) regularly
report to TIA and to the Board with respect to its subadvisory activities. The
Subadviser shall execute trades, and in general take such action as is
appropriate to effectively manage the Portfolio's investment practices. In
addition,
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(i) The Subadviser shall furnish TIA with daily information concerning
portfolio transactions and other reports as agreed upon from time to time
concerning transactions and performance of the Portfolio, in such form as may
be mutually agreed upon from time to time. The Subadviser agrees to review the
Portfolio and discuss the management of the Portfolio with TIA and the Board as
either or both shall from time to time reasonably request.
(ii) The Subadviser shall maintain and preserve such records related to the
Portfolio's transactions as are required under any applicable state or federal
securities law or regulation including: the 1940 Act, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and the Investment Advisers Act of
1940, as amended (the "Advisers Act") (collectively, the "Record Retention
Rules"). TIA and the Trust shall maintain and preserve all books and other
records not related to the Portfolio's transactions as required under such
rules. The Subadviser shall furnish to TIA all information relating to the
Subadviser's services hereunder reasonably requested by TIA within a reasonable
period of time after TIA makes such request. The Subadviser agrees that all
records which it maintains for the Portfolio under the Record Retention Rules
are the property of the Trust and that the Subadviser will surrender, within a
reasonable period of time (which shall not exceed 30 days) after TIA or the
Trust makes such a request to surrender, such records.
(iii) The Subadviser shall comply with Board Procedures and any amendments
thereto provided to the Subadviser by TIA or the Trust.
(iv) The Subadviser shall maintain a written code of ethics (the "Code of
Ethics") that it reasonably believes complies with the requirements of Rule
204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the 1940
Act, a copy of which it will provide to TIA and the Trust upon any reasonable
request, and that it has instituted procedures reasonably necessary to prevent
Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code
of Ethics. The Subadviser shall follow such Code of Ethics in performing its
services under this Agreement. Further, the Subadviser represents that it has
policies and procedures regarding the detection and prevention of the misuse of
material, nonpublic information by the Subadviser and its employees as required
by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Securities Fraud Enforcement Act of 1988, a copy of
which it will provide to TIA and the Trust upon any reasonable request.
(v) The Subadviser shall manage the investment and reinvestment of the
assets of the Portfolio in a manner consistent with the diversification
requirements of Section 817 and Section 851 of the Internal Revenue Code of
1986, as amended (the "Code"). The Subadviser will also manage the investments
of the Portfolio in a manner consistent with any and all investment
restrictions (including diversification requirements) contained in the 1940
Act, any SEC no-action letter or order applicable to the Trust, and any
applicable state securities law or regulation. TIA shall provide Subadviser
with copies of any such SEC no-action letter or Order.
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3. INFORMATION AND REPORTS
(a) The Subadviser shall keep the Trust and TIA informed of developments
relating to its duties as subadviser of which the Subadviser has, or should
have, knowledge that materially affect the Portfolio. In this regard, the
Subadviser shall provide the Trust, TIA, and their respective officers with
such periodic reports concerning the obligations the Subadviser has assumed
under this Agreement as the Trust and TIA may from time to time reasonably
request. Additionally, the Subadviser shall, at least quarterly, provide TIA
and 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 the diversification requirements of Section 817(h) under the
Code. The Subadviser also shall certify quarterly to the Trust and TIA that it
and its "advisory persons" (as defined in Rule 17j-1) have complied materially
with the requirements of Rule 17j-1 during the previous quarter or, if not,
explain what the Subadviser has done to seek to ensure such compliance in the
future. Annually, the Subadviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Subadviser's Code of Ethics
to the Trust and TIA.
(b) Each of TIA and the Subadviser will provide the other party with a list,
to the best of TIA's or the Subadviser's respective knowledge, of each
affiliated person (and any affiliated person of such an affiliated person) of
TIA or the Subadviser, as the case may be, and each of TIA and the Subadviser
agrees promptly to update such list whenever TIA or the Subadviser becomes
aware of any changes that should be added to or deleted from the list of
affiliated persons.
(c) Prior to each Board meeting, the Subadviser will provide TIA and the
Board with reports regarding the Subadviser's management of the Portfolio
during the most recently completed quarter, to include written certifications
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 the diversification requirements
of Section 817(h) under the Code, and otherwise in such form as may be mutually
agreed upon by the Subadviser and TIA. The Subadviser will also provide TIA
with any information reasonably requested regarding its management of the
Portfolio required for any meeting of the Board, or for any shareholder report,
amended registration statement, or prospectus supplement to be filed by the
Trust with the SEC.
4. RULE 38A-1 COMPLIANCE
The Subadviser 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 the Subadviser and its supervised persons, and, to
the extent the activities of the Subadviser 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 the Subadviser has provided the Trust
with true and complete copies of its policies and procedures (or summaries
thereof) and related information requested by the Trust. The Subadviser agrees
to cooperate with periodic reviews by the Trust's compliance
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personnel of the Subadviser's policies and procedures, their operation and
implementation and other compliance matters and to provide to the Trust from
time to time such additional information and certifications in respect of the
Subadviser's policies and procedures, compliance by the Subadviser with federal
securities laws and related matters as the Trust's compliance personnel may
reasonably request. Subadviser agrees to promptly notify TIA of any material
compliance violations which affect the Portfolio.
5. STANDARD OF CARE
The Subadviser shall exercise its best judgment and shall act in good faith
and use reasonable care and in a manner consistent with applicable federal and
state laws and regulations in rendering the services it agrees to provide under
this Agreement.
6. SUBADVISER'S DUTIES REGARDING PORTFOLIO TRANSACTIONS
(a) Placement of Orders. The Subadviser shall take all actions that it
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considers 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 the Subadviser
selects. To that end, the Subadviser 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, the Subadviser 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 6.
(b) Selection of Brokers and Dealers. To the extent permitted by the policy
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guidelines set forth in the Trust's current Prospectus and SAI, in the
selection of brokers and dealers to execute portfolio transactions, the
Subadviser is authorized to consider not only 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
the Subadviser 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, the Subadviser is specifically authorized to pay
those brokers and dealers who provide brokerage and research services to the
Subadviser a higher commission than that charged by other brokers and dealers
if the Subadviser 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 the Subadviser's overall responsibilities
with respect to the Portfolio and to any other client accounts or portfolios
that the Subadviser 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) Aggregated Transactions. On occasions when the Subadviser deems the
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purchase or sale of a security or futures contract to be in the best interest
of the Portfolio well as other
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clients, the Subadviser is authorized, but not required, to aggregate purchase
and sale orders for securities or futures contracts held (or to be held) by the
Portfolio with similar orders being made on the same day for other client
accounts or portfolios that the Subadviser manages. When an order is so
aggregated, the Subadviser 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 the Subadviser considers equitable and
consistent with its fiduciary obligations to the Portfolio and its other
clients. The Subadviser, TIA and the Trust 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, TIA will pay the Subadviser a fee
as listed in Attachment A based on the Portfolio's average daily net assets.
The parties understand that the fee will be calculated daily and paid monthly.
The Subadviser shall have no right to obtain compensation directly from the
Trust or the Portfolio for services provided hereunder and agrees to look
solely to TIA for payment of fees due. 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 the Subadviser, 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
The Subadviser 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. 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 (including legal expenses) in
connection with the purchase or sale of, and the ongoing exercise of the
Trust's rights under, 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,
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including those relating to actions, suits or proceedings to which the
Portfolio is a party and legal obligations that the Portfolio may have to
indemnify the Trust's trustees, officers and/or employees or agents with
respect thereto. The Trust and TIA shall assume all other expenses that the
Subadviser has not specifically assumed hereunder.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
TIA understands that the Subadviser and its affiliates now act, will
continue to act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, and as an investment manager or adviser
to other investment companies, including any offshore entities or private
accounts. TIA has no objection to the Subadviser and its affiliates so acting,
PROVIDED, that, whenever the Portfolio and one or more other investment
companies or accounts managed or advised by the Subadviser and its affiliates
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 and account. TIA represents that the Trust recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for the Portfolio and that the Trust also understands that the persons employed
by the Subadviser to assist in the performance of the Subadviser'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
the Subadviser 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 the Subadviser 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 the Subadviser of
its duties and obligations under this Agreement.
10. DELEGATION OF PROXY VOTING RIGHTS
TIA delegates to the Subadviser authority to exercise voting rights with
respect to the securities and other investments held by the Portfolio. The
Subadviser shall provide the Trust and TIA with a written copy of its proxy
voting guidelines. The Subadviser shall exercise these voting rights unless and
until the Trust or TIA revokes this delegation in writing. The Trust or TIA may
revoke this delegation at any time without cause. The Subadviser shall maintain
and preserve a record, pursuant to the requirements of the Advisers Act, of the
Subadviser's voting procedures, and of the Subadviser's actual votes with
respect to the Portfolio's securities and other investments, including all
information and data required to be filed ("Required Proxy Information") by the
Trust for each twelve-month period ending June 30/th/ pursuant to the
requirements of the 1940 Act, and the Subadviser shall supply such Required
Proxy Information to the Trust and TIA, or any authorized representative of the
Trust or TIA, periodically, provided that the Subadviser shall provide the
Trust within a reasonable period, but not later than the July 31/st/ following
said June 30/th/ with a record of all Required Proxy Information necessary to
comply with the 1940 Act filing requirements governing proxy votes for each
fiscal year ending June 30/th/.
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11. AFFILIATED BROKERS
The Subadviser 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 the Subadviser 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
Advisers Act; (c) the provisions of the 1934 Act, including, but not limited
to, Section 11(a) thereof; and (d) other provisions of applicable law. These
brokerage services are not within the scope of the duties of the Subadviser
under this Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Subadviser or its affiliates may receive
brokerage commissions, fees or other remuneration from the Portfolio or the
Trust for these services in addition to the Subadviser's fees for services
under this Agreement.
12. CUSTODY
Nothing in this Agreement shall require the Subadviser to take or receive
physical possession of cash, securities, or other investments of the Portfolio.
13. TERM OF AGREEMENT; TERMINATION OF AGREEMENT; AMENDMENT OF AGREEMENT
(a) Term. This Agreement shall become effective July 1, 2005 (the "Effective
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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, (i) by
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the Board or by vote of holders of a majority of the outstanding shares of the
Portfolio upon sixty (60) days' written notice to TIA and Subadviser, (ii) by
TIA upon 60 days' written notice to the Trust and Subadviser, or (iii) by
Subadviser upon 60 days' written notice to the Trust and TIA. This Agreement
will also terminate automatically in the event of its assignment or in the
event of the assignment or termination of the Investment Advisory Agreement.
(c) Amendment. This Agreement may be amended by the parties only if the
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amendment is specifically approved by: (i) 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 (ii) if required by applicable law, the vote of a majority of
outstanding shares of the Portfolio.
14. REPRESENTATIONS AND COVENANTS OF TIA
TIA represents and covenants to Subadviser as follows:
(a) It is duly organized and validly existing under New York law with the
power to own and possess its assets and carry on its business as the business
is now being conducted.
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(b) The execution, delivery and performance by TIA of this Agreement are
within TIA's powers and have been duly authorized by all necessary action on
the part of its board of directors, and no action by or in respect of, or
filing with, any governmental body, agency or official is required on the part
of TIA for the execution, delivery and performance of this Agreement by the
parties hereto, and the execution, delivery and performance of this Agreement
by the parties hereto does not contravene or constitute a default under (i) any
provision of applicable law, rule or regulation, (ii) TIA's governing
instruments, or (iii) any agreement, judgment, injunction, order, decree or
other instruments binding upon TIA.
(c) It is not prohibited by the 1940 Act or the Advisors Act from performing
the services contemplated by this Agreement.
(d) It 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 of industry self-regulatory agency,
necessary to be met by TIA in order to perform the services contemplated by
this Agreement.
(e) It (i) is registered with the SEC as an investment adviser under the
Advisers Act, (ii) is registered and licensed as an investment adviser under
the laws of all jurisdictions in which its activities require it to be so
licensed, and (iii) shall promptly notify the Subadviser of the occurrence of
any event that would disqualify TIA from serving as an investment adviser to an
investment company pursuant to Section 9(a) of the 1940 Act.
(f) It acknowledges that it has received a copy of the Subadviser's Form ADV
at least 48 hours prior to the execution of this Agreement and has delivered a
copy of the same to the Trust.
(g) The Trust is 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 registered under the Securities Act of 1933 and under any
applicable state securities laws.
(h) It shall carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including securities law, governing
its activities; (ii) the Portfolio's investment objective, policies, and
restrictions, as set forth in the Prospectus and SAI, as amended from time to
time; and (iii) any policies or directives as the Board may from time to time
establish or issue and communicate to TIA in writing. The Trust shall promptly
notify TIA in writing of changes to (ii) or (iii) above, and upon receipt of
such notice, TIA shall promptly notify the Subadviser in writing of such
changes to (ii) or (iii) above.
15. REPRESENTATIONS AND COVENANTS OF THE SUBADVISER
The Subadviser represents and covenants to TIA as follows:
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(a) It is duly organized and validly existing under Delaware law with the
power to own and possess its assets and carry on its business as this business
is now being conducted.
(b) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized by
all necessary action on the part of its board of directors, and no action by or
in respect of, or filing with, any governmental body, agency or official is
required on the part of the Subadviser for the execution, delivery and
performance of this Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the parties hereto does not
contravene or constitute a default under (i) any provision of applicable law,
rule or regulation, (ii) the Subadviser governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instruments binding
upon the Subadviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from performing
the services contemplated by this Agreement.
(d) It 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.
(e) It (i) is registered with the SEC as an investment adviser under the
Advisers Act, (ii) is registered or licensed as an investment adviser under the
laws of jurisdictions in which its activities require it to be so registered or
licensed, and (iii) 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.
(f) It has provided TIA with a copy of its Form ADV as most recently filed
with the SEC and will, promptly after filing any amendment to its Form ADV with
the SEC, furnish a copy of such amendments to TIA. The information contained in
the Subadviser's Form ADV is accurate and complete in all material respects and
does not omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
(g) The Subadviser shall promptly inform the Trust and TIA if any
information in the Prospectus or SAI relating to the Subadviser or its services
to the Portfolio is (or will become) inaccurate, incomplete, or no longer
compliant.
(h) It shall carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including securities law, governing
its activities; (ii) the Portfolio's investment objective, policies, and
restrictions, as set forth in the Prospectus and SAI, as amended from time to
time; and (iii) any policies or
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directives as the Board may from time to time establish or issue and
communicate to the Subadviser in writing. The Trust or TIA shall promptly
notify the Subadviser in writing of changes to (ii) or (iii) above.
(i)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, HOWEVER, that the Trust or TIA has
provided the Subadviser with copies of any such no-action letters,
orders or rules (except rules generally applicable to all registered
investment companies promulgated under the ▇▇▇▇ ▇▇▇)
16. COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS
The parties to this Agreement each agree to cooperate in a reasonable manner
with each other in the event that any of them should become involved in a
legal, administrative, judicial or regulatory action, claim, or suit as a
result of performing its obligations under this Agreement.
17. RECORDS
(a) Maintenance of Records. The Subadviser hereby undertakes and agrees to
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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, as such may be amended
from time to time, under the 1940 Act with respect to the Subadviser's
responsibilities hereunder for the Portfolio (the "Portfolio's Books and
Records").
(b) Ownership of Records. The Subadviser agrees that the Portfolio's Books
____________________
and Records are the Trust's property and further agrees to surrender promptly
to the Trust or TIA the Portfolio's Books and Records upon the request of the
Trust or TIA; PROVIDED, HOWEVER, that the Subadviser may retain copies of the
records at its own cost. The Portfolio's Books and Records shall be made
available, within two (2) business days of a written request, to the Trust's
accountants or auditors during regular business hours at the Subadviser's
offices. The Trust, TIA or their respective authorized representatives shall
have the right to copy any records in the Subadviser'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, the Portfolio's Books and Records shall be
returned to the Trust or TIA. The Subadviser 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, TIA or their respective authorized representatives
upon reasonable written request within not more than two (2) business days.
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18. CONFIDENTIALITY.
(a) Non-Disclosure by Subadviser. The Subadviser agrees that the Subadviser
____________________________
will not disclose or use any records or confidential information obtained
pursuant to this Agreement in any manner whatsoever, except as authorized in
this Agreement or specifically by TIA or the Portfolio or Trust, or if this
disclosure or use is required by federal or state regulatory authorities or by
a court.
(b) Non-Disclosure Exceptions. The Subadviser may disclose the investment
_________________________
performance of the Portfolio; PROVIDED, that the disclosure does not reveal the
identity of TIA, the Portfolio, or the Trust. The Subadviser may, however,
disclose that TIA, the Trust and Portfolio are the Subadviser's clients,
PROVIDED, that the disclosure does not reveal the investment performance or the
composition of the Portfolio.
19. LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Limitation of Liability. Except as may otherwise be provided by the 1940
_______________________
Act or other federal securities laws, TIA and its respective officers,
directors, employees, agents, representatives or persons controlled by them
(collectively, the "Related Parties") on the one hand, and the Subadviser and
the Subadviser Related Parties on the other hand, shall not be liable to each
other, 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 TIA, the Subadviser and any
respective Related Party shall be so 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.
(b) Subadviser Indemnity to TIA. The Subadviser agrees to indemnify and
___________________________
defend TIA and TIA's Related Parties for any loss, liability, cost, damage, or
expenses (including reasonable investigation and defense costs and reasonable
attorneys fees and costs) arising out of any claim, demand, action, suit, or
proceeding arising out of (i) the Subadviser's 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, or (ii) any actual or alleged material misstatement or omission in
the Trust's registration statement, any proxy statement, or communication to
current or prospective investors in the Portfolio relating to disclosure about
the Subadviser or the Subadviser's management of the Portfolio provided in
writing to TIA or the Trust by the Subadviser or that was reviewed and approved
by the Subadviser.
(c) TIA Indemnity to Subadviser. TIA agrees to indemnify and defend the
___________________________
Subadviser and the Subadviser's Related Parties for any loss, liability, cost,
damage, or expenses (including reasonable investigation and defense costs and
reasonable attorneys fees and costs) arising out of any claim, demand, action,
suit, or proceeding arising out of (i) any matter to which this Agreement
relates, except with respect to conduct of the Subadviser or the Subadviser's
Related Parties 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
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under this Agreement, or (ii) any actual or alleged material misstatement or
omission in the Trust's registration statement, any proxy statement, or other
communication to current or prospective investors in the Portfolio (other than
a misstatement or omission relating to disclosure about the Subadviser or the
Subadviser's management of the Portfolio provided in writing to TIA or the
Trust by the Subadviser or that was reviewed and approved by the Subadviser).
(d) Indemnification Procedures. Promptly after receipt of notice of the
__________________________
commencement of any action by a party seeking to be indemnified under this
Section 19 (the "Indemnified Party"), the Indemnified Party shall, if a claim
in respect thereof is to be made against a party against whom indemnification
is sought under this Section 19 (the "Indemnifying Party"), notify the
Indemnifying Party in writing of the commencement thereof; PROVIDED, HOWEVER,
that the omission to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which it may have to any Indemnified
Party otherwise than under the provisions hereof, and shall relieve it from
liability hereunder only to the extent that such omission results in the
forfeiture by the Indemnifying Party of rights or defenses with respect to such
action. In any action or proceeding, following provision of proper notice by
the Indemnified Party of the existence of such action, the Indemnifying Party
shall be entitled to participate in any such action and, to the extent that it
shall wish, participate jointly with any other Indemnifying Party similarly
notified, to assume the defense thereof, with counsel of its choice (unless any
conflict of interest requires the appointment of separate counsel), and after
notice from the Indemnifying Party to such Indemnified Party of its election to
assume the defense of the action, the Indemnifying Party shall not be liable to
such Indemnified Party hereunder for any legal expense of the other counsel
subsequently incurred without the Indemnifying Party's consent by such
Indemnified Party in connection with the defense thereof. The Indemnified Party
shall cooperate in the defense or settlement of claims so assumed. The
Indemnifying Party shall not be liable hereunder for the settlement by the
Indemnified Party for any claim or demand unless the Indemnifying Party has
previously approved the settlement or it has been notified of such claim or
demand and has failed to provide a defense in accordance with the provisions
hereof. In the event that any proceeding involving the Indemnifying Party shall
be commenced by the Indemnified Party in connection with the Agreement, or the
transactions contemplated hereunder, and such proceeding shall be finally
determined by a court of competent jurisdiction in favor of the Indemnifying
Party, the Indemnified Party shall be liable to the Indemnifying Party for any
reasonable attorney's fees and direct costs relating to such proceedings. The
indemnifications provided in this Section 19 shall survive the termination of
this Agreement.
20. SURVIVAL
All representations and warranties made by the Subadviser and TIA herein
shall survive for the duration of this Agreement and the parties hereto shall
immediately notify, but in no event later than five (5) days, each other in
writing upon becoming aware that any of the foregoing representations and
warranties are no longer true.
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21. USE OF NAME
The Trust and TIA, together with its subsidiaries and affiliates may use the
names "Pioneer Investment Management, Inc." or "Pioneer" or any derivative
thereof or logo associated therewith in offering materials of the Portfolio
only with the prior approval of the Subadviser and only for so long as this
Agreement or any extension, renewal, or amendment hereof remains in effect. At
such time as this Agreement shall no longer be in effect, the Trust and TIA
together with its subsidiaries and affiliates each agree that they shall cease
to use such names or any other name indicating that it is advised by or
otherwise connected with the Subadviser and shall promptly change its name
accordingly. The Trust acknowledges that it has adopted the name "Pioneer
Investment Management, Inc." or "Pioneer" or any derivative thereof or logo
associated therewith in offering materials of the Portfolio only with the prior
approval of the Subadviser and through permission of the Subadviser, and agrees
that the Subadviser reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the aforementioned names or any
similar names to any other corporation or entity, including but not limited to
any investment company of which the Subadviser or any subsidiary or affiliate
thereof or any successor to the business of any thereof shall be the investment
subadviser.
22. LIMITATION ON CONSULTATION
In accordance with Rule 17a-10 under the 1940 Act and any other applicable
law, the Subadviser shall not consult with any other subadviser to the
Portfolio or any subadviser to any other portfolio of the Trust or to any other
investment company or investment company series for which TIA or an affiliated
person of TIA serves as investment adviser concerning transactions for the
Portfolio in securities or other assets, other than for purposes of complying
with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.
23. 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.
24. 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.
25. 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.
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26. 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.
15
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TRAVELERS INVESTMENT ADVISER, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ Forget
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ Forget
Title: President
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: EVP Dir. of Port. Mgt.
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ATTACHMENT A
INVESTMENT SUB-ADVISORY FEES
For the services rendered under this Agreement, TIA shall pay Subadviser an
amount equivalent on an annual basis to 0.35% of the Portfolio's average daily
net assets.
17