Ex-99.(d)(75)
Exhibit (d)(75)
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement (this "Agreement") is entered into as of May
1, 2005 by and between Travelers Asset Management International Company LLC, a
New York limited liability company ("TAMIC"), and Janus Capital Management LLC,
a Delaware limited liability company ("Sub- Adviser").
WHEREAS, TAMIC and Travelers Series Trust, an open-end management
investment company registered under the Investment Company Act of 1940 and
organized as a Massachusetts business trust (the "Trust"), have entered into an
Investment Advisory Agreement dated May 1, 2005, (the "Investment Advisory
Agreement"), a copy of which is attached as Exhibit A hereto; and
WHEREAS, pursuant to the Investment Advisory Agreement, TAMIC has agreed
to provide investment management and advisory services to the Travelers Series
Trust Small Cap Growth Portfolio, a series of the Trust (the "Portfolio"); and
WHEREAS, the Investment Advisory Agreement provides that TAMIC may engage
a duly organized subadviser, to furnish investment information, services and
advice to assist TAMIC in carrying out its responsibilities under the Investment
Advisory Agreement, provided that TAMIC 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 persons"
of any party thereto in accordance with the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, TAMIC desires to retain Sub-Adviser to render investment
advisory services to TAMIC in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, TAMIC and Sub-Adviser agree as follows:
1. SUB-ADVISER SERVICES.
(a) Sub-Adviser shall, subject to the supervision of TAMIC and the
Board, manage the investment and reinvestment of that discrete
portion of the Portfolio's assets deemed appropriate from time to
time by TAMIC in its discretion, subject to the periodic review by
the Board. References to the Portfolio or Portfolio assets shall
mean the portion of the Portfolio for which Sub-Adviser is
responsible. Subject to the investment objectives, policies and
restrictions set forth in the Trust's Declaration of Trust and in
its registration statement under the Securities Act of 1933 and
the Investment Company Act of 1940, and to the statement of
investment guidelines to be agreed upon from
time to time between TAMIC and Sub-Adviser, and subject further to
the requirements under the Internal Revenue Code of 1986, as
amended (the "Code") described in Section l(b) below, Sub-Adviser
is authorized, in its discretion and without prior consultation
with TAMIC, to buy, sell, lend and otherwise trade in any stocks,
bonds and other securities and investment instruments on behalf of
the Trust, and the majority or the whole of the Trust's assets may
be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash as Sub-Adviser shall determine.
Sub-Adviser shall furnish TAMIC quarterly and annual reports
concerning transactions and performance of the Trust.
(b) Sub-Adviser shall manage the investment and
reinvestment of the assets of the Trust in compliance with the diversification
requirements of Sections 817(h) and 851(b)(4) of the Code, and with the annual
gross income qualification requirements of Sections 851 (b)(2) and 851 (b)(3 )
of the Code.
(c) Sub-Adviser shall be responsible for voting proxies on securities
held by the Portfolio. Sub-Adviser represents that is has adopted
and implemented written policies and procedures that are, and are
reasonably designed to ensure that the Sub-Adviser will vote
proxies, in compliance with the 1940 Act and the rules and
regulations thereunder. Sub-Adviser shall furnish TAMIC with such
information reasonably requested by TAMIC, in such form as may be
requested, as is necessary (1) for a summary description of the
Sub-adviser's proxy voting policies and procedures to be included
in the registration statement with respect to the Trust, and (2)
for the proxy voting record for the Trust to be filed with the SEC
in accordance with the requirements of From N-PX (or any successor
form).
2. OBLIGATIONS OF TAMIC.
(a) TAMIC shall provide timely information to Sub-Adviser regarding
such matters as the composition of assets in the Trust, cash
requirements and cash available for investment in the Trust, and
all other information as may be reasonably necessary for
Sub-Adviser to perform its responsibilities hereunder.
(b) TAMIC shall furnish Sub-Adviser a copy of the Trust's registration
statement currently in effect and agrees during the continuance of
this Agreement to furnish Sub-Adviser copies of any amendments or
supplements thereto before or at the time the amendments or
supplements become effective. TAMIC shall also furnish Sub-Adviser
with minutes of meetings of the Board to the extent they may
affect the duties of Sub-Adviser, a certified copy of any
financial statements or reports prepared for the Trust by
certified or independent public accountants, and with copies of
any financial statements or reports made by the Trust to its
shareholders or to any governmental body or
securities exchange, and any further materials or information
which Sub-Adviser may reasonably request to enable it to perform
its functions under this Agreement.
3. CUSTODIAN. TAMIC shall provide Sub-Adviser with a copy of the Trust's
agreement with the Custodian (the "Custodian") designated to hold the
Trust's assets and any modification thereto (the "Custody Agreement") in
advance. The Trust's assets shall be maintained in the custody of the
Custodian identified in, and in accordance with the terms and conditions
of, the Custody Agreement. Sub-Adviser shall have no liability for the
acts or omissions of the Custodian. Any assets added to the Trust shall
be delivered to the Custodian in accordance with the Custody Agreement.
4. PROPRIETARY RIGHTS. TAMIC agrees and acknowledges that Sub-Adviser is the
sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any
designation comprised in whole or part of Janus (a "▇▇▇▇▇ ▇▇▇▇") under
this Agreement shall inure to the benefit of Sub-Adviser. The use by
TAMIC on its own behalf or on behalf of the Trust of any ▇▇▇▇▇ ▇▇▇▇ in
any advertisement or sales literature or other materials promoting the
Trust shall be with the prior written consent of Sub-Adviser. TAMIC shall
not, and TAMIC shall use its best efforts to cause the Trust not to,
without the prior written consent of Sub-Adviser, make representations
regarding Sub-Adviser in any disclosure document, advertisement or sales
literature or other materials promoting the Trust. Upon termination of
this Agreement for any reason, TAMIC shall cease, and TAMIC shall use its
best efforts to cause the Trust to cease, all use of any ▇▇▇▇▇ ▇▇▇▇(s) as
soon as reasonably practicable.
5. EXPENSES. The Trust shall pay all, and Sub-Adviser shall not be obligated
to pay any, of the Trust's organizational, operational and business
expenses pursuant hereto, including, without limitation: (a) interest and
taxes; (b) brokerage fees and commissions and other costs in connection
with the purchase or sale of securities or other investment instruments
with respect to the Trust; and (c) transfer agent, dividend disbursing
agent, and custodian fees and expenses. Any reimbursement of advisory
fees required by any expense limitation provision shall be the sole
responsibility of The Travelers Insurance Company, and shall not be the
responsibility of Sub-Adviser. Sub-Adviser shall pay its own expenses for
the services to be provided pursuant to this Agreement.
6. PURCHASE AND SALE OF ASSETS. Absent instructions from TAMIC to the
contrary, Sub- Adviser shall place all orders for the purchase and sale
of securities for the Trust with brokers or dealers selected by
Sub-Adviser which may include brokers or dealers affiliated with
Sub-Adviser. Purchase or sell orders for the Trust may be aggregated with
contemporaneous purchase or sell orders of other clients of Sub-Adviser,
provided that any such purchase or sell orders executed contemporaneously
shall be allocated in a manner that Sub-Adviser reasonably deems to be
equitable to all accounts involved. Sub-Adviser shall use its best
efforts to insure that the Trust shall not be disadvantaged by
Sub-Adviser buying or selling a security for another client before buying
or selling such security for the
Trust. Sub-Adviser shall use its best efforts to obtain execution of
Trust transactions at prices which are advantageous to the Trust and at
commission rates that are reasonable in relation to the benefits
received. However, Sub-Adviser may select brokers or dealers on the basis
that they provide brokerage, research, or other services or products to
the Trust and/or other accounts serviced by Sub-Adviser. Sub-Adviser may
pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission or dealer spread
another broker or dealer would have charged for effecting that
transaction if Sub-Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research products and/or services provided by such broker or dealer. This
determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or
the overall responsibilities which Sub-Adviser and its affiliates have
with respect to the Trust and to accounts over which they exercise
investment discretion, and not all such services or products may be used
by Sub-Adviser in managing the Trust.
7. COMPENSATION OF SUB-ADVISER. TAMIC shall pay to Sub-Adviser a monthly fee
equivalent on an annual basis to the following:
Annual Aggregate Net Asset
Management Fee Value of the Account
-------------- --------------------
0.65% of the first $50,000,000
0.55% of the next $100,000,000
0.50% of the next $500,000,000
0.45% of the next $650,000,000
TAMIC and Subadviser may agree to fee waivers from time to time which may
be reflected in a separate agreement.
The advisory fees will be deducted on each valuation date. The
Sub-Adviser shall have no right to obtain compensation directly from the
Trust or the Portfolio for services provided hereunder and agrees to look
solely to TAMIC 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 Sub-Adviser, the value of the Portfolio's net assets
shall be computed at the times and in the manner specified in the
Prospectus and/or the SAI.
8. NON-EXCLUSIVITY. TAMIC agrees that the services of Sub-Adviser are not to
be deemed exclusive and that Sub-Adviser and its affiliates are free to
act as
investment manager and provide other services to various investment
companies and managed accounts. This Agreement shall not in any way limit
or restrict Sub-Adviser 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 Sub-Adviser of
its duties and obligations under this Agreement. TAMIC recognizes and
agrees that Sub-Adviser may provide advice to or take action with respect
to other clients, which advice or action, including the timing and nature
of such action, may differ from or be identical to advice given or action
taken with respect to the Trust.
9. LIABILITY. Except as may otherwise be provided by the Investment Company
Act of 1940 or federal securities laws, neither Sub-Adviser nor any of
its officers, directors, employees or agents shall be subject to any
liability to TAMIC, the Trust or any shareholder of the Trust for any
error of 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
by reason of 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. TAMIC shall hold harmless
and indemnify Sub-Adviser for any loss, liability, cost, damage or
expense (including reasonable attorneys fees and costs) arising from any
claim or demand by the Trust or any past or present shareholder of the
Trust that is not based upon the Sub-Adviser'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.
TAMIC acknowledges and agrees that Sub- Adviser makes no representation
or warranty, express or implied, that any level of performance or
investment results will be achieved by the Trust or that the Trust will
perform comparably with any standard or index, including other clients of
Sub-Adviser, whether public or private.
10. TERMINATION. If approved by a vote of a majority of the outstanding
voting securities of the Trust, (as defined in the Investment Company Act
of 1940), this Agreement shall become effective as of May 1, 2005, and:
(a) shall be subject to termination, without the payment of any
penalty, upon sixty days' written notice, by (i) TAMIC or
Sub-Adviser, (ii) the Board, or (iii) by a vote of a majority of
the outstanding voting securities of the Trust;
(b) shall not be amended without prior approval of the Board, a
majority of the outstanding voting securities of the Trust, and
Sub-Adviser;
(c) shall automatically terminate upon assignment by either party; and
(d) shall continue in effect for so long as such continuance is
specifically approved (i) at least annually by the vote of a
majority of the Board who are not parties to such agreement or
interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such
approval and at which the Board has been furnished such
information as may be reasonably necessary to evaluate the terms
of said agreement; or (ii) by a vote of a majority of the
outstanding voting securities of the Trust.
11. GENERAL.
(a) Sub-Adviser may perform its services through any employee,
officer, or agent of Sub-Adviser, and TAMIC shall not be entitled
to the advice, recommendation or judgment of any specific person.
(b) If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be invalid or
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
(c) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Colorado, exclusive of conflicts of
laws.
(d) Sub-Adviser agrees that it shall furnish to the California
Commissioner of Insurance any information or reports concerning
the Trust as the Commissioner, in the performance of his or her
duties, may reasonably request.
(e) Sub-Adviser acknowledges that all books and records which it
maintains for the Trust in performing its duties under this
Agreement are the property of the Trust and subject to its
control; provided, however, that during the term of this Agreement
the Trust shall not exercise such control so as to interfere with
the performance of Sub-Adviser's duties hereunder.
(f) This Agreement is subject to the provisions of the Investment
Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
12. CONSULTATION WITH OTHER SUB-ADVISERS. Sub-Adviser shall not
consult with any other sub-adviser to the Trust or any
sub-advisers to any other investment company or investment company
series for which TAMIC serves as investment adviser concerning
transactions for the Trust in securities or other assets.
13. RULE 38a-1 COMPLIANCE.
The Sub-Adviser 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 Sub-Adviser and its
supervised persons, and, to the extent the activities of the Sub-Adviser
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 Sub-Adviser 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
Sub-Adviser agrees to cooperate with periodic reviews by the Trust's
compliance personnel of the Sub-Adviser'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 Sub-Adviser's policies and procedures,
compliance by the Sub-Adviser with federal securities laws and related
matters as the Trust's compliance personnel may reasonably request.
14. PORTFOLIO HOLDINGS INFORMATION. TAMIC and Sub-Adviser will not use
any information concerning holdings of the Portfolio, including,
without limitation, the names of the portfolio holdings and the
values thereof, for purposes of making any decision about whether
to purchase or redeem shares of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
Agreement to be signed by their respective officials thereunto duly authorized
as of the day and year first above written.
TRAVELERS ASSET
MANAGEMENT
INTERNATIONAL COMPANY LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Attest: /s/ ▇▇▇▇▇▇▇ D'▇▇▇▇▇▇
Title: Director, Fund Management
JANUS CAPITAL MANAGEMENT LCC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Legal Manager