FORM OF
INVESTMENT SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
AND
ARTICLE ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT MANAGERS, L.P.
This Investment Subadvisory Agreement (the "Agreement") is entered into
as of [NOVEMBER 17, 2003], 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇
Investment Managers, L.P. ("MLIM"), a limited partnership duly organized and
existing under the laws of the State of Delaware (the "Subadviser").
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 March 20,
1998, (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 ▇▇▇▇▇▇▇
▇▇▇▇▇ Large Cap Core 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 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); and (g) employ professional portfolio managers and securities
analysts who provide research services to the
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Portfolio. The Subadviser shall in general take such action as is appropriate to
effectively manage the Portfolio's investment practices. In addition,
(i) The Subadviser shall furnish TAMIC [routinely] 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 and frequency 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 the records specified
in Section 16 of this Agreement and any other 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"). TAMIC and the Trust shall maintain and preserve all other
books and records for the Portfolio 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.
(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 as soon as reasonably practicable 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 will be provided to TAMIC and the
Trust, and shall institute procedures reasonably necessary to prevent Access
Person (as defined in Rule 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 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 requirements of
Subchapter M and the diversification requirements of Section 817(h) 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
applicable investment restrictions (including diversification requirements)
contained in the 1940 Act and the rules and regulations thereunder, 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
developments relating to its duties as subadviser of which the Subadviser has,
or should have, knowledge that would
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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,
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 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. 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.
(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) The Subadviser will also provide TAMIC with any information
reasonably requested regarding its management of the Portfolio required for any
shareholder report, amended registration statement, or prospectus supplement to
be filed by the Trust with the SEC. The Subadviser shall promptly inform the
Trust and TAMIC if any information in the Prospectus or SAI is (or will become)
inaccurate or incomplete, or if the Portfolio no longer is compliant with
Section 817(h) of the Code or Treasury Regulation Section 1.817-5, if
applicable.
4. 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.
5. 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
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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, and of all research and other services provided
to Subadviser by a broker or dealer (whether prepared by such broker or dealer
or by a third party) as a result, in whole or in part, of the direction of
Portfolio transactions to the broker or dealer. 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
reasonably considers equitable and consistent with its fiduciary obligations to
the Portfolio and its other clients. The Subadviser, TAMIC and the Trust
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recognize that in some cases this procedure may adversely affect the size of the
position obtainable for the Portfolio.
6. 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 at the annual rate of 0.375% of 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.
7. EXPENSES
The Subadviser shall bear all expenses (excluding expenses to be borne
by either the Portfolio or the Trust as described in the following sentence) 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 who are not
"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.
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8. 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 reasonably believed to be equitable to
each such 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.
9. 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 policies and procedures. 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 each twelve-month period ending
June 30th pursuant to the requirements of the 1940 Act and the rules and
regulations thereunder. The Subadviser shall supply such Required Proxy
Information to the Trust and TAMIC, or any authorized representative of the
Trust or TAMIC, not later than the July 31st following said June 30th.
10. 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 1940
Act and the Advisers Act; (c) the provisions of the 1934 Act, including, but not
limited to,
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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.
11. CUSTODY
Nothing in this Agreement shall require the Subadviser to take or
receive physical possession of cash, securities, or other investments of the
Portfolio.
12. TERM OF AGREEMENT; TERMINATION OF AGREEMENT; AMENDMENT OF
AGREEMENT
(a) TERM. This Agreement shall become effective [NOVEMBER 17, 2003]
(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.
13. 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 by the Board of Trustees of the Trust, 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
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(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 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 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 interests 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.
14. 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.
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(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's 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 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.
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15. 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.
16. 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.
17. 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
also disclose that TAMIC, the Trust and
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Portfolio are the Subadviser's clients, PROVIDED that the disclosure does not
reveal the investment performance or the composition of the Portfolio.
18. 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
and 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 or the Portfolio 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 attorneys fees and costs) arising out of any claim, demand,
action, suit, or proceeding arising out of (i) TAMIC'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 other
communication to current or prospective investors in the Portfolio (other than a
misstatement or omission relating to disclosure about the Subadviser or the
Portfolio provided to TAMIC or the Trust in writing 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
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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. 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.
19. 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 notify each other in writing immediately upon becoming aware, but in no
event later than five (5) days after becoming aware, that any of the foregoing
representations and warranties are no longer true.
20. USE OF NAME
The Trust and TAMIC, together with its subsidiaries and affiliates may
use the names "▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers," or "▇▇▇▇▇▇▇ ▇▇▇▇▇" "Merrill"
or any derivative thereof or logo associated therewith in offering materials of
the Portfolio only with the prior written 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 Subadviser (except to the extent that
the Trust and TAMIC may be required by law to disclose the former name and/or
subadviser of the Portfolio or disclosure of such former name and/or subadviser
is reasonably necessary to avoid investor confusion), and shall promptly change
its name accordingly. The Trust acknowledges that it has adopted the name
"▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers," "▇▇▇▇▇▇▇ ▇▇▇▇▇" or "Merrill" 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
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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 adviser or subadviser.
21. 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.
22. 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.
23. 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.
24. 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.
25. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By:
------------------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT MANAGERS, L.P.
By:
------------------------------------------------
Name:
Title:
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