Travelers Series Trust
File Number 811-6465
Question 77Q1
Pioneer Fund Portfolio
INVESTMENT SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
AND
PIONEER INVESTMENT MANAGEMENT, INC.
This Investment Subadvisory Agreement (the "Agreement") is entered
into as of May 1, 2005, by and between Travelers Asset Management
International Company LLC, a limited liability company duly organized
and existing under the laws of the State of New York ("TAMIC"), 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, TAMIC 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 May 1, 2005, (the "Investment Advisory Agreement"), a copy of
which is attached as Exhibit A hereto;
WHEREAS, pursuant to the Investment Advisory Agreement, TAMIC has
agreed to provide investment management and advisory services to the
Pioneer Fund 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 parties" 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 the Subadviser to render investment
advisory services to TAMIC 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, TAMIC and the Subadviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. 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 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. TAMIC 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 TAMIC 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. In addition,
TAMIC shall furnish the Subadviser 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. TAMIC 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. TAMIC 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. TAMIC hereby engages the services
of the 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 TAMIC 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 TAMIC 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 TAMIC.
2. Services as Subadviser
Subject to the supervision, direction and approval of the Board and TAMIC,
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
TAMIC, 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 TAMIC 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 TAMIC'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 TAMIC 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,
(i) The Subadviser shall furnish TAMIC 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
TAMIC 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"). TAMIC 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 TAMIC all information relating to the Subadviser's
services hereunder reasonably requested by TAMIC within a reasonable
period of time after TAMIC 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 TAMIC 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 TAMIC or the Trust.
The Subadviser shall notify TAMIC immediately upon detection of any
material breach of such Board Procedures.
(iv) The Subadviser shall maintain a written code of ethics
(the "Code of Ethics") that it reasonably believes complies with
the requirements of Rule 17j 1 under the 1940 Act, a copy of which
it will provide to TAMIC and the Trust upon any reasonable request.
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 TAMIC 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. TAMIC shall provide Subadviser
with copies of any such SEC no-action letter or Order.
3. Information and Reports
(a) The Subadviser shall keep the Trust and TAMIC informed of d
evelopments 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, TAMIC, and their respective officers with such periodic
reports concerning the obligations the Subadviser has assumed under
this Agreement as the Trust and TAMIC may from time to time reasonably
request. Additionally, the Subadviser shall, at least quarterly,
provide TAMIC 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 Section 817(h) under the Code. The Subadviser also shall
certify quarterly to the Trust and TAMIC 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 TAMIC.
(b) Each of TAMIC and the Subadviser will provide the other party
with a list, to the best of TAMIC's or the Subadviser's respective
knowledge, of each affiliated person (and any affiliated person of
such an affiliated person) of TAMIC or the Subadviser, as the case
may be, and each of TAMIC and the Subadviser agrees promptly to update
such list whenever TAMIC 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 TAMIC
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 TAMIC. The Subadviser will also provide TAMIC 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 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.
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 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 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, 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) Soft Dollar Arrangements. On an ongoing basis, but not less
often than annually, the Subadviser shall identify and provide a
written description to the Trust and TAMIC of all "soft dollar"
arrangements that the Subadviser 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, the Subadviser shall provide the Trust and TAMIC 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. On occasions when the Subadviser
deems the purchase or sale of a security or futures contract to be
in the best interest of the Portfolio well as other 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, TAMIC 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, TAMIC 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 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
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 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 obligations that the Portfolio may have to
indemnify the Trust's trustees, officers and/or employees or
agents with respect thereto. The Trust and TAMIC shall assume
all other expenses that the Subadviser has not specifically
assumed hereunder.
9. Services to Other Companies or Accounts
TAMIC 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.
TAMIC 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. TAMIC 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
TAMIC delegates to the Subadviser discretionary authority
to exercise voting rights with respect to the securities
and other investments held by the Portfolio. The Subadviser
shall provide the Trust and TAMIC with a written copy of its
proxy voting guidelines. The Subadviser shall exercise
these voting rights unless and until the Trust or TAMIC
revokes this delegation in writing. The Trust or TAMIC
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 the fiscal
year ending each June 30th pursuant to the requirements of
the 1940 Act, and the Subadviser shall supply such Required
Proxy Information to the Trust and TAMIC, or any authorized
representative of the Trust or TAMIC, periodically, but at
least for each quarterly board meeting, provided that the
Subadviser shall provide the Trust within a reasonable
period , but not later than the July 31st following said
June 30th 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 30th .
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. Code of Ethics
The Subadviser certifies that it has adopted a written code
of ethics complying with the requirements of Rule 17j-1 under
the 1940 Act, and that it has instituted procedures
reasonably necessary to prevent Access Persons (as defined
under Rule 17j-1) from violating its code of ethics. The
Subadviser will provide the Trust and TAMIC with a copy of
that code, and annually will comply with the requirements
of Rule 17j-1 with respect to reporting to the Trust and
the Board. Upon written request of the Trust or TAMIC with
respect to violations of the code of ethics directly
affecting the Portfolio, the Subadviser shall permit
representatives of the Trust or TAMIC to examine reports
(or summaries of the reports) required to be made by Rule
17j-1(d)(1) relating to enforcement of the code of ethics.
14. Term of Agreement; Termination of Agreement;
Amendment of Agreement
(a) Term. This Agreement shall become effective May 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, (i) 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 and Subadviser,
(ii) by TAMIC upon 60 days' written notice to the Trust and
Subadviser, or (iii) by Subadviser upon 60 days' written
notice to the Trust and TAMIC. 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 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.
15. Representations and Covenants of TAMIC
TAMIC 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.
(b) The execution, delivery and performance by TAMIC of
this Agreement are within TAMIC's powers and have been duly
authorized by all necessary limited liability company action,
and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part
of TAMIC 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) TAMIC's governing
instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon TAMIC.
(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 TAMIC 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 TAMIC 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 the Subadviser in
writing. The Trust shall promptly notify TAMIC in writing of
changes to (ii) or (iii) above, and upon receipt of such notice,
TAMIC shall promptly notify the Subadviser in writing of such
changes to (ii) or (iii) above.
16. Representations and Covenants of the Subadviser
The Subadviser represents and covenants to TAMIC as follows:
(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 TAMIC 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 TAMIC. 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) 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. The Subadviser also shall 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. The Subadviser shall promptly inform the Trust and TAMIC
if any information in the Prospectus or SAI, or if any action relating
to the Subadviser 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.
(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 the Subadviser in writing. The Trust or TAMIC shall
promptly notify the Subadviser in writing of changes to (ii) or (iii)
above.
(i) It shall conducted its activities under this Agreement in
a manner consistent with its code of ethics maintained pursuant to
Section 17j 1 of the 1940 Act.
(j) 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
TAMIC 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 ▇▇▇▇ ▇▇▇)
17. 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.
18. Records
(a) Maintenance of Records. The Subadviser 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, 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 TAMIC the Portfolio's
Books and Records upon the request of the Trust or TAMIC; 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, TAMIC 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 TAMIC. 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, TAMIC or their respective authorized representatives upon
reasonable written request within not more than two (2) business days.
19. 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 TAMIC 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 TAMIC, the Portfolio, or the Trust.
The Subadviser may, however, disclose that TAMIC, 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.
20. Limitation of Liability; Indemnification
(a) Limitation of Liability. Except as provided herein and as
may otherwise be provided by the 1940 Act or other federal securities
laws, TAMIC 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 TAMIC, 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 a
nd duties under this Agreement.
(b) Subadviser Indemnity to TAMIC. The Subadviser agrees to
indemnify and defend TAMIC and TAMIC'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 in writing provided to TAMIC
or the Trust by the Subadviser.
(c) TAMIC Indemnity to Subadviser. TAMIC 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 a
ttorneys 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 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 provided to TAMIC or the
Trust 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.
21. Survival
All representations and warranties made by the Subadviser and
TAMIC 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.
22. Use of Name
The Trust and TAMIC, 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 TAMIC 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 Sub-adviser 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 a
forementioned 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.
23. 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 TAMIC 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.
24. 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.
25. 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.
26. 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.
27. 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.
IN WITNESS WHEREOF, the parties hereto have executed and d
elivered this Agreement as of the date first above written.
TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By:
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
ATTACHMENT A
INVESTMENT SUBADVISORY FEES
For the services rendered under this Agreement, TAMIC shall
pay Subadviser an amount equivalent on an annual basis to the
following:
Annual Management Fee Aggregate Net Asset Value of Subadviser's
Assets
0.375% Up to $250 million
0.325% next $250 million
0.300% next $500 million
0.275% next $1 billion
0.225% over $2 billion
