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Registration Statement No. 33-43628
811-6465
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 21
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21
THE TRAVELERS SERIES TRUST
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(Exact name of Registrant)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (860) 277-0111
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ERNEST J. WRIGHT
Secretary to the Board of Trustees
The Travelers Series Trust
One Tower Square
Hartford, Connecticut 06183
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b).
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on May 1, 1997 pursuant to paragraph (b).
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60 days after filing pursuant to paragraph (a)(1).
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on __________ pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2).
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on __________ pursuant to paragraph (a)(2) of Rule 485.
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X on December 1, 1997 pursuant to paragraph (a)(3) of Rule 485.
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If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.
AN INDEFINITE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE REGISTRANT WERE
REGISTERED PURSUANT TO RULE 24f-2 OF THE INVESTMENT COMPANY ACT OF 1940. A RULE
24f-2 NOTICE FOR REGISTRANT'S FISCAL YEAR ENDED DECEMBER 31, 1996 WAS BE FILED
ON FEBRUARY 28, 1997.
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THE TRAVELERS SERIES TRUST
Cross-Reference Sheet pursuant to Rule 495 under the Securities Act of 1933
<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
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<S> <C>
1. Cover Page Cover Page
2. Synopsis Cover Page
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; The Travelers Series Trust;
Investment Objectives and Policies
5. Management of the Fund Board of Trustees; Investment Manager;
Investment Subadvisers; Securities
Transactions; Fund Expenses; Additional
Information
6. Capital Stock and Other Securities Fund Description; Dividends and
Distributions; Shareholder Rights
Net Asset Value
7. Purchase of Securities Being Offered Shareholder Rights
8. Redemption or Repurchase Net Asset Value
9. Legal Proceedings Legal Proceedings
<CAPTION>
CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
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<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies Investment Objectives and Policies;
Investment Restrictions; Appendix
14. Management of the Registrant Trustees and Officers
15. Control Persons and Principal Additional Information
Holders of Securities
16. Investment Advisory and Investment Adviser; Investment Subadvisers;
Other Services Additional Information
17. Brokerage Allocation Brokerage
18. Capital Stock and Other Declaration of Trust
Securities
19. Purchase, Redemption and Pricing Valuation of Securities
of Securities Being Offered
20. Tax Status Distributions and Taxes
21. Underwriters Not Applicable
22. Calculation of Performance Data Not Applicable
23. Financial Statements Additional Information
</TABLE>
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
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___________, 1997 SUPPLEMENT TO
PROSPECTUS DATED MAY 1, 1997
THE TRAVELERS SERIES TRUST
The following information supplements the Prospectus dated May 1, 1997 for the
Travelers Series Trust and its portfolios.
Effective __________1997, the MFS Mid Cap Growth Portfolio and the MFS Research
Portfolio (the "Portfolios"), are being added as two new series of shares under
The Travelers Series Trust. Information relating to the new Portfolios, their
investment objectives, policies and investment risks, as well as the investment
adviser and subadviser, are provided below.
INVESTMENT OBJECTIVE AND POLICIES - MFS RESEARCH PORTFOLIO
The investment objective of the MFS Research Portfolio is to provide long-term
growth of capital and future income. The Portfolio's securities are selected by
a committee of investment research analysts from the sub-adviser and from MFS
International (U.K.) Limited. The Portfolio's assets are allocated among
industries by the committee. Individual analysts are then responsible for
selecting what they view as the securities best suited to meet the Portfolio's
investment objective within their assigned industry responsibility.
The Portfolio's policy is to invest a substantial proportion of its assets in
the common stocks or securities convertible into common stocks of companies
believed to possess better than average prospects for long-term growth. A
smaller proportion of the assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose principal characteristic
is income production rather than growth. Such securities may also offer
opportunities for growth of capital as well as income. In the case of both
growth stocks and income issues, emphasis is placed on the selection of
progressive, well-managed companies.
Other investments are allowed, including, but not limited to, those described
below. The description of these techniques and the associated risks appears in
the Travelers Series Trust prospectus. Subject to the investment restrictions
set forth below, the MFS Research Portfolio may invest in or engage in the
following:
- - repurchase agreements
- - American Depository Receipts
- - emerging market securities (not more than 20% of the Portfolio's net
assets)
- - restricted securities
- - securities lending (not more than 30% of the Portfolio's net assets)
- - "investment grade" securities (rated Baa or better by Moody's Investor
Service, Inc. ("Moody's") or BBB or better by Standard and Poor's Ratings
Services ("S&P") or Fitch Investors Service, Inc. ("Fitch"))
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- - lower rated securities, commonly known as junk bonds(rated Ba or lower by
Moody's or BB or lower by S&P or Fitch) or securities which the Subadviser
believes to be of similar quality to these lower rated securities (not more
than 30% of the Portfolio's net assets)
- - warrants (not more than 5% of the Portfolio's net assets)
The investment objective and policies of the MFS Research Portfolio are not
fundamental and may be changed without a vote of the majority of the
outstanding voting securities of the Portfolio, as defined in the Investment
Company Act of 1940 ("1940 Act").
INVESTMENT RESTRICTIONS - MFS RESEARCH PORTFOLIO
The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of the MFS Research Portfolio, as defined in the 1940 Act. The MFS
Research Portfolio may not:
1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer (excluding U.S. Government
Securities);
2. invest in more than 10% of any class of securities of any one
issuer;
3. invest more than 5% of the value of its total assets in companies
which, including predecessors, have been in operation for less
than three years;
4. borrow amounts in excess of 5% of its gross assets (taken at the
lower of cost or market value), and then only as a temporary
measure for extraordinary or emergency purposes;
5. pledge, mortgage or hypothecate an amount of assets which (taken
at market value) exceeds 15% of its gross assets (taken at the
lower of cost or market value);
6. underwrite securities, issued by other persons except insofar as
the Portfolio may technically be deemed to be an underwriter, as
defined in the Securities Act of 1933 (the "1933 Act") in selling
a portfolio security;
7. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes as
described above;
8. invest for the primary purpose of control or management;
9. make margin purchases or short sales of securities, except for
short-term credits which are necessary for the clearance of
transactions;
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10. make loans, except that the MFS Research Portfolio may purchase
money market securities, enter into repurchase agreements, buy
publicly and privately distributed debt securities and lend
limited amounts of its portfolio securities to broker-dealers; all
such investments must be consistent with the Portfolio's
investment objective and policies;
11. invest more than 25% of its total assets in the securities of
issuers in any single industry;
12. purchase the securities of any other investment company, or
investment trust, except in the open market and at customary
brokerage rates, provided however, that the Portfolio shall not
purchase such securities if the purchase would cause more than 10%
of the Portfolio's total assets (taken at market value) to be
invested in the securities of such issuer, and provided that the
Portfolio shall not purchase securities issued by any open-end
investment company;
13. sell any security which the Portfolio does not own unless, at the
time of sale, the Portfolio owns other securities which give it
the right to obtain securities without further payment and
provided that, if such right is conditional, the sale is made upon
the same conditions.
14. purchase or sell any put or call options or any combination
thereof, provided that this shall not prevent the purchase,
ownership, holding or sale of warrants where the grantor of the
warrants is the issuer of the underlying securities; or
15. invest in securities which are subject to legal or contractual
restrictions on resale, or for which there is no readily available
market (e.g., trading in the security is suspended, or, in the
case of unlisted securities, market makers do not exist or will
not entertain bids or offers), unless the Board of Trustees has
determined that such securities are liquid based upon trading
markets for the specific security if more than 10% of the
Portfolio's assets (taken at market value) would be invested in
such illiquid securities.
The MFS Research Portfolio is subject to restrictions in the sale of
portfolio securities to, and in its purchase or retention of securities of,
companies in which the management personnel of TIMCO have a substantial
interest.
INVESTMENT OBJECTIVE AND POLICIES- MFS MID CAP GROWTH PORTFOLIO
The investment objective of the MFS Mid Cap Growth Portfolio is to
seek to obtain long term growth of capital. It seeks to achieve its objective
by investing, under normal market conditions, at least 65% of its total assets
in equity securities of companies with medium market capitalization which the
investment adviser believes have above-average growth potential. Medium market
capitalization companies are those whose market capitalization falls within the
range of the Standard & Poor's MidCap 400 Index at the time of the Portfolio's
investment. The S&P MidCap 400 Index is a widely recognized, unmanaged index of
mid-cap common stock prices. Companies whose capitalization falls outside this
range after purchase continue to be
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considered medium-capitalization companies for the purposes of the Portfolio's
65% policy. The Portfolio may, but is not required to, purchase securities of
companies included in the S&P MidCap 400 Index.
The Index is only used by the Portfolio for purposes of defining the
market capitalization range of companies in which the Portfolio will invest; it
is not intended to be used as a benchmark against which the Portfolio compares
its investment performance.
Consistent with its investment objective, the Portfolio may invest in
fixed income securities; and up to 20% of its net assets in nonconvertible
fixed income securities that are in the lower rating categories (rated BA or
lower by Moody's Investor Service, Inc. ("Moody's") or BB or lower by Standard
& Poor's Rating Services ("S&P") or Fitch Investors Service, Inc. ("Fitch") and
comparable unrated securities (commonly known as "junk bonds"), and may also
invest up to 35% (and generally expects to invest up to 20%) of its net assets
in foreign securities which are not traded on a U.S. exchange (not including
American Depository Receipts).
Other investments are allowed, including, but not limited to, those described
below. The description of these techniques and the associated risks appears in
the Travelers Series Trust prospectus. Subject to the investment restrictions
set forth below, the MFS Mid Cap Growth Portfolio may invest in or engage in
the following:
- - equity securities
- - fixed-income securities
- - emerging markets
- - Brady Bonds
- - American Depository Receipts
- - repurchase agreements
- - portfolio lending
- - "when-issued" securities
- - indexed securities
- - mortgage "dollar roll" transactions
- - restricted securities
- - corporate asset-backed securities
- - options and futures
- - forward contracts
The MFS Mid Cap Growth Portfolio may make investments in an amount of up to 15%
of the value of its net assets in restricted securities which may not be
publicly sold without registration under the 1933 Act. In most instances such
securities are traded at a discount from the market value of unrestricted
securities of the same issuer until the restriction is eliminated. If and when
the Portfolio sells such securities, it may be deemed an underwriter, as such
term is defined in the 1933 Act, with respect thereto, and registration of such
securities under the 1933 Act may be required. The Portfolio will not bear the
expense of such registration. The MFS Mid Cap Growth Portfolio intends to
reach agreements with all such issuers whereby they will pay all expenses of
registration.
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Non-diversified status: The MFS Mid Cap Growth Portfolio is a non-diversified
portfolio. As a result, the Portfolio is limited as to the percentage of its
assets which may be invested in the securities of any one issuer only by its
investment restrictions and the diversification requirements imposed by the
Internal Revenue Code of 1986, as amended. Since the Portfolio may invest a
relatively high percentage of its assets in a limited number of issuers, the
Portfolio may be more susceptible to any since economic, political or
regulatory occurrence and to the financial conditions of the issuers in which
it invests.
The investment objective and policies of the MFS Mid Cap Growth Portfolio are
not fundamental and may be changed without a vote of the majority of the
outstanding voting securities of the Portfolio, as defined in the Investment
Company Act of 1940 ("1940 Act").
INVESTMENT RESTRICTIONS - MFS MID CAP GROWTH PORTFOLIO
The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of the MFS Mid Cap Growth Portfolio, as defined in the 1940 Act.
The MFS Mid Cap Growth Portfolio may not:
1. borrow amounts in excess of 33 1/3% of its gross assets (taken at the lower
of cost or market value), and then only as a temporary measure for
extraordinary or emergency purposes;
2. underwrite securities, issued by other persons except insofar as the
Portfolio may technically be deemed to be an underwriter, as defined in the
Securities Act of 1933 (the "1933 Act") in selling a portfolio security;
3. purchase or sell real estate or interests in real estate (including limited
partnership interests but excluding securities secured by real estate or
interests therein and securities of companies, such as real estate
investment trusts, which deal in real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts
(excluding options on securities, stock indexes and foreign currency
("Options"), Options on Futures Contracts and any other type of option,
Futures Contracts and any other type of futures contract and Forward
Contracts) in the ordinary course of its business. The Portfolio reserves
the right to hold and to sell real estate mineral leases, commodities or
commodity contracts acquired as a result of the ownership of securities;
4. issue senior securities except as permitted by the 1940 Act. For purposes
of this restriction, collateral arrangements with respect to any type of
option (including Options on Futures Contracts and Options). Forward
Contracts and any type of futures contract (including Futures Contracts)
and collateral arrangements with respect to initial and variation margin
are not deemed to be the issuance of a senior security;
5. make loans to other persons. For these purposes, the purchase of short term
commercial paper, the purchase of a portion or all of an issue of debt
securities, the lending of portfolio securities, or the investment of the
Portfolio's assets in repurchase agreements, shall not be considered the
making of a loan.
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6. invest more than 25% of its total assets in the securities of issuers in
any single industry
The investment restrictions set forth below are nonfundamental and may be
changed without shareholder approval. The MFS Mid Cap Growth Portfolio will
not:
1. invest in illiquid securities, including securities subject to legal or
contractual restrictions on resale, or for which there is no readily
available market (e.g., trading in the security is suspended, or, in the
case of unlisted securities, market makers do not exist or will not
entertain bids or offers), unless the Board of Trustees has determined that
such securities are liquid based upon trading markets for the specific
security if more than 15% of the Portfolio's assets (taken at market value)
would be invested in such illiquid securities. Repurchase agreements
maturing in more than seven days will be deemed to be illiquid for purposes
of the Portfolio's limitation on investment in illiquid securities.
2. invest more than 5% of the Portfolio's net assets, valued at the lower of
cost or market, in warrants, included within such amount, but not to exceed
2% of the Portfolios net assets, may be warrants which are not listed on
the New York or American Stock Exchange. Warrants acquired by the Portfolio
in units or attached to securities may be deemed to be without value;
3. invest for the primary purpose of control or management;
4. purchase the securities of any other investment company in excess of the
amount permitted by the 1940 Act; currently the Portfolio does not intend
to invest more than 5% of its net assets in such securities.
5. make margin purchases, except that the Portfolio may obtain such short-term
credit as may be necessary for the clearance of any transaction and except
that the Portfolio may make margin deposits in connection with any type of
option, futures contract and forward contracts;
6. sell any security which the Portfolio does not own unless, at the time of
sale, the Portfolio owns other securities which give it the right to obtain
securities without further payment and provided that, if such right is
conditional, the sale is made upon the same conditions.
7. invest more than 5% of the value of its total assets in companies which,
including predecessors, have been in operation for less than three years;
8. pledge, mortgage or hypothecate an amount of assets which (taken at market
value) exceeds 33 1/3% of its gross assets (taken at the lower of cost or
market value) For purposes of this restriction, collateral arrangements
with respect to any type of option, any type of futures contracts, Forward
contracts and payments of initial and variation margin in connection
therewith, are not considered a pledge of assets;
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9. purchase or sell any put or call options or any combination thereof,
provided that this shall not prevent the purchase, ownership, holding or
sale of warrants where the grantor of the warrants is the issuer of the
underlying securities; or (ii) put or call options or combinations thereof
with respect to securities, indexes of securities, foreign currency or
futures contracts (including Futures Contracts) or (b) the purchase,
ownership, holding or sale of contracts for the future delivery of
securities or currencies.
The MFS Mid Cap Growth Portfolio is subject to restrictions in the
sale of portfolio securities to, and in its purchase or retention of securities
of, companies in which the management personnel of TIMCO have a substantial
interest.
PORTFOLIO TURNOVER
Although the Portfolios intend to invest in securities selected primarily
for long-term capital growth and do not intend to place emphasis on
obtaining short-term trading profits, such short-term trading may occur. A
high turnover rate should not be interpreted as indicating a variation from the
stated investment policy. It will normally increase a Portfolio's brokerage
costs. The Portfolio turnover rate is anticipated to be approximately 85% for
the MFS Research Portfolio and from 100%-200% for the MFS Mid Cap Growth
Portfolio.
RISK FACTORS
Medium Capitalization Stocks: (MFS Mid Cap Growth Portfolio) Investing in
medium capitalization stocks may involve greater risk than investing in large
capitalization stocks, since they can be subject to more abrupt or erratic
movements. However, they tend to involve less risk than stocks of small
capitalization companies.
Emerging Growth Companies: The stocks of companies in which the Portfolio may
invest may be early in their life cycle but have the potential to become major
enterprises (emerging growth companies). Such companies generally would be
expected to show earnings growth over time that is well above the growth rate
of the overall economy and the rate of inflation, and would have the products,
technologies, management and market and other opportunities which are usually
necessary to become more widely recognized as growth companies.
The nature of investing in emerging growth companies involves greater risk than
is customarily associated with investments in other companies which do not have
emerging growth characteristics. Emerging growth companies often have limited
product lines, markets or financial resources, and they may be dependent on the
management abilities of a limited number of people.
Lower Rated Fixed Income Securities: These securites are considered
speculative and, while generally providing greater income than investments in
higher rated securities, will involve greater risk of principal and income
(including the possibilty of default or bankruptcy of the issuers of the
security).
Foreign Securities: Risks include changes in currency rates, exchange control
regulations, governmental administrative or economic or monetary policy (in the
U.S. or abroad) or circumstances in dealings between nations. Costs may be
incurred in connection with conversions between currencies. Risks may also
include limited information about issuers, higher brokerage costs, different
accounting standards and thinner trading markets. Foreign securities markets
may also be less liquid, more volatile and less subject to government
supervision than in the U.S.
Emerging Markets: The risks of investing in foreign securities may be
intensified in the case of investment in emerging markets. Securities of many
issuers in emerging markets may be less liquid and more volatile than those of
comparable domestic issuers. Investment in emerging markets may be subject to
delays in settlement, resulting in periods when a portion of the Portfolio's
assets is uninvested and no return is earned thereon. Certain markets may
require payment for securities before delivery, and in such markets the
Portfolio bears the risk that the securities will not be delivered and that the
payment will not be returned.
Options, Futures Contracts and Forward Contracts: These types of contracts
entered into for other than hedging purposes have a greater degree of risk
than entering into such contracts for hedging purposes. For example,
transactions may result in losses for the Portfolio which are not offset by
gains in other portfolio positions, thereby reducing gross income.
PORTFOLIO EXPENSES
Pursuant to an amendment to a Management Agreement dated May 1, 1993 between
the Series Trust and the Travelers, the Company agreed to reimburse the
Series Trust for the amount by which each Portfolio's aggregate annual expenses
(including investment advisory fees, but excluding brokerage commissions,
interest charges and taxes) exceed a percentage of each Portfolio's average net
assets for any fiscal year. For the MFS Research Portfolio and the MFS Mid Cap
Growth Portfolio, the amount equals, for each Portfolio, 1.20%. There is,
however, no guarantee of fund expense reimbursements by Travelers.
For their first year, the MFS Research Portfolio's expenses and the MFS Mid Cap
Growth Portfolio's expenses are anticipated to be .40% each, not including
management fees. The subadvisory fee, as described below, is paid by the
Investment Adviser.
INVESTMENT ADVISER AND SUBADVISER
The investment adviser to the Portfolio is Travelers Asset Management
International Corporation (TAMIC). TAMIC is a registered investment adviser
that has provided investment advisory services since its incorporation in 1978.
Its principal offices are located at One Tower Square, Hartford, Connecticut,
and it is an indirect wholly owned subsidiary of Travelers Group Inc., a
financial services holding company. TAMIC also acts as investment adviser or
subadviser for other investment companies used to fund variable products, as
well as for individual and pooled pension and profit-sharing accounts, and for
domestic and offshore insurance companies affiliated with The Travelers
Insurance Company.
For its investment advisory services for the MFS Research Portfolio, TAMIC
receives a fee, equal, on an annual basis, to 0.80% of the Portfolio's average
daily net assets.
The subadviser to the Portfolio is Massachusetts Financial Services Company, a
registered investment adviser that, along with its predecessor organizations
has provided investment advisory services since 1924. Its principal offices are
located at 500 Boylston St., Boston, Massachusetts. It is a subsidiary of Sun
Life of Canada (U.S.), a wholly owned subsidiary of Sun Life Assurance Company
of Canada. MFS also acts as investment adviser or subadviser for other
investment companies used to fund variable products. For its investment
subadvisory services, MFS receives a fee from TAMIC equal, on an annual basis,
to 0.375% of the MFS Research Portfolio's average daily net assets, and 0.375%
of the MFS Mid Cap Growth Portfolio's average daily net assets.
Investment Professionals
The investment professional responsible for the daily operations of the MFS Mid
Cap Growth Portfolio is Mark Regan. Mr. Regan is a Vice President of MFS and
has been employed by MFS as a portfolio manager since 1989.
MFS Research Portfolio is managed by a committee of various equity research
analysts employed by MFS.
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For its investment advisory services for the MFS Mid Cap Growth Portfolio,
TAMIC receives a fee, equal, on an annual basis, to 0.80% of the Portfolio's
average daily net assets.
The subadviser to the Portfolio is Massachusetts Financial Services Company, a
registered investment adviser that, along with its predecessor organizations
has provided investment advisory services since 1924. Its principal offices
are located at 500 Boylston St., Boston, Massachusetts. It is a subsidiary of
Sun Life of Canada (U.S.), a wholly owned subsidiary of Sun Life Assurance
Company of Canada. MFS also acts as investment adviser or subadviser for other
investment companies used to fund variable products. For its investment
subadvisory services, MFS receives a fee from TAMIC equal, on an annual basis,
to 0.375% of the MFS Research Portfolio's average daily net assets, and 0.375%
of the MFS Mid Cap Growth Portfolio's average daily net assets.
INVESTMENT PROFESSIONALS
The investment professional responsible for the daily operations of the MFS Mid
Cap Growth Portfolio is Mark Regan. Mr. Regan is a Vice President of MFS and
has been employed by MFS as a portfolio manager since 1989.
MFS Research Portfolio is managed by a committee of various equity research
analysts employed by MFS.
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The Prospectuses as filed on 4/21/97 are
incorporated herein by reference.
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PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
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The Statement of Additional Information as filed on 4/21/97 is
incorporated herein by reference.
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PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The financial statements of the Registrant and the Report of
Independent Accountants are contained in the applicable Fund's Annual
Report which is incorporated in the Statement of Additional Information
by reference. To be filed by amendment.
(b) Exhibits
1. Agreement and Declaration of Trust. (Incorporated herein by
reference to Exhibit 1 to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A filed on April 3,
1996.)
2. By-Laws. (Incorporated herein by reference to Exhibit 2 to
Post-Effective Amendment No. 13 to the Registration Statement
on Form N-1A, filed April 3, 1996.)
5(a). Investment Advisory Agreement between the U.S. Government
Securities Portfolio and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(a) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed April 3, 1996.)
5(b). Investment Advisory Agreement between the Social Awareness
Stock Portfolio and Smith Barney Mutual Fund Management Inc.
(Incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 11 to the Registration Statement
on Form N-1A filed on April 25, 1995.)
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5(c). Investment Advisory Agreement between the Utilities Portfolio
and Smith Barney Mutual Fund Management Inc. (Incorporated
herein by reference to Exhibit 5(c) to Post-Effective Amendment
No. 11 to the Registration Statement on Form N-1A filed on
April 25, 1995.)
5(d). Investment Advisory Agreement between the Zero Coupon Bond Fund
Portfolios of The Trust and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 12 to the
Registration Statement on N-1A filed on June 2, 1995.)
5(e). Investment Advisory Agreement between MFS Emerging Growth
Portfolio of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(e) to Post-Effective Amendment No. 16 to the
Registration Statement on N-1A filed on July 31, 1996.)
5(f). Investment Advisory Agreement between Federated High Yield
Portfolio of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(f) to Post-Effective Amendment No. 16 to the
Registration Statement on N-1A filed on July 31, 1996.)
5(g). Investment Advisory Agreement between Federated Stock Portfolio
of the Registrant and Travelers Asset Management International
Corporation. (Incorporated herein by reference to Exhibit 5(g)
to Post-Effective Amendment No. 16 to the Registration
Statement on N-1A filed on July 31, 1996.)
5(h). Investment Advisory Agreement between Lazard International
Stock Portfolio of the Registrant and Travelers Asset
Management International Corporation. (Incorporated herein by
reference to Exhibit 5(h) to Post-Effective Amendment No. 16 to
the Registration Statement on N-1A filed on July 31, 1996.)
5(i). Investment Advisory Agreement between Large Cap Portfolio of
the Registrant and Travelers Asset Management International
Corporation. (Incorporated herein by reference to Exhibit 5(i)
to Post-Effective Amendment No. 16 to the Registration
Statement on N-1A filed on July 31, 1996.)
5(j). Investment Advisory Agreement between Equity Income Portfolio
of the Registrant and Travelers Asset Management International
Corporation. (Incorporated herein by reference to Exhibit 5(j)
to Post-Effective Amendment No. 16 to the Registration
Statement on N-1A filed on July 31, 1996.)
5(k). Investment Advisory Agreement between Travelers Quality Bond
Portfolio of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(k) to Post-Effective Amendment No. 16 to the
Registration Statement on N-1A filed on July 31, 1996.)
5(l). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Massachusetts Financial Services
Company as Subadviser to MFS Emerging Growth Portfolio.
(Incorporated herein by reference to Exhibit 5(l) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
5(m). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Federated Investment Counseling
as Subadviser to Federated High Yield Portfolio. Incorporated
herein by reference to Exhibit 5(m) to Post-Effective Amendment
No. 16 to the Registration Statement on N-1A filed on July 31,
1996.)
<PAGE> 17
5(n). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Federated Investment Counseling
as Subadviser to Federated Stock Portfolio. (Incorporated
herein by reference to Exhibit 5(n) to Post-Effective Amendment
No. 16 to the Registration Statement on N-1A filed on July 31,
1996.)
5(o). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Lazard Freres Asset Management as
Subadviser to Lazard International Stock Portfolio.
(Incorporated herein by reference to Exhibit 5(o) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
5(p). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Fidelity Management & Research
Company as Subadviser to Equity Income Portfolio and Large Cap
Portfolio. (Incorporated herein by reference to Exhibit 5(p) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
5(q). Sub-Subadvisory Agreement between Fidelity Management &
Research Company and Fidelity Management & Research (U.K.)
Inc. (Incorporated herein by reference to Exhibit 5(q) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
5(r). Sub-Subadvisory Agreement between Fidelity Management &
Research Company and Fidelity Management & Research (Far East)
Inc. (Incorporated herein by reference to Exhibit 5(r) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
5(s). Investment Advisory Agreement between The Mid Cap Disciplined
Equity Fund of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(s) to Post-Effective Amendment No. 17 to the
Registration Statement on N-1A filed on October 31, 1996.)
5(t). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and The Travelers Investment
Management Company, as Subadviser to the Mid-Cap Disciplined
Equity Fund. (Incorporated herein by reference to Exhibit 5(t)
to Post-Effective Amendment No. 17 to the Registration
Statement on N-1A filed on October 31, 1996.)
5(u). Investment Advisory Agreement between Travelers Asset
Management International Corporation and the MFS Mid Cap Growth
Portfolio of the Registrant.
5(v). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Massachusetts Financial Services
Corporation, as Subadviser for MFS Mid Cap Growth Portfolio.
5(w). Investment Advisory Agreement between Travelers Asset
Management International Corporation and the MFS Research
Portfolio of the Registrant.
5(x). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Massachusetts Financial Service
Corporation, as Subadviser for MFS Research Portfolio.
8(a). Custody Agreement between the Registrant and Chase Manhattan
Bank, N.A., Brooklyn, New York. (Incorporated herein by
reference to Exhibit 8(a) to Post-
<PAGE> 18
Effective Amendment No. 19 to the Registration Statement on
Form N-1A filed on April 21, 1997.)
8(b). Custody Agreement between the Registrant and PNC Bank.
(Incorporated herein by reference to Exhibit 8(b) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
8(c). Custody Agreement between the Registrant and Bank of New York.
(Incorporated herein by reference to Exhibit 8(c) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
8(d). Custody Agreement between the Registrant and Barclays Bank PLC.
To be filed by amendment.
8(e). Custody Agreement between the Registrant and Brown Brothers
Harriman & Co. (Incorporated herein by reference to Exhibit
8(e) to Post-Effective Amendment No. 16 to the Registration
Statement on N-1A filed on July 31, 1996.)
9(a). Transfer and Recordkeeping Agreement between the Registrant and
The Travelers Insurance Company. (Incorporated herein by
reference to Exhibit 9 to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A, filed April 3, 1996.)
9(b). Amendment to Transfer and Recordkeeping Agreement between the
Registrant and The Travelers Insurance Company. (Incorporated
herein by reference to Exhibit 9(b) to Post-Effective Amendment
No. 16 to the Registration Statement on N-1A filed on July 31,
1996.)
9(c). Transfer Agent Agreement between Fidelity Investments
Institutional Operations Company and the Equity Income
Portfolio and Large Cap Portfolio of the Registrant.
Incorporated herein by reference to Exhibit 9(c) to
Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
9(d). Administrative Services Agreement between the Registrant and
The Travelers Insurance Company. (Incorporated herein by
reference to Exhibit 9(d) to Post-Effective Amendment No. 16 to
the Registration Statement on N-1A filed on July 31, 1996.)
9(e). Service Agent Agreement between Fidelity Service Company and
the Equity Income Portfolio and Large Cap Portfolio of the
Registrant. (Incorporated herein by reference to Exhibit 9(e)
to Post-Effective Amendment No. 16 to the Registration
Statement on N-1A filed on July 31, 1996.)
9(f). Participation Agreement between the Registrant and The
Travelers Insurance Company. (Incorporated herein by reference
to Exhibit 9(f) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed on April 21, 1997.)
10. Opinion and Consent of Counsel. (Incorporated herein by
reference to the Registrant's most recent Rule 24f-2 Notice
filing on February 28, 1997.)
11(a). Consent of Coopers & Lybrand L.L.P., Independent Accountants.
To be filed by amendment.
Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants. To be filed by amendment.
Consent of Price Waterhouse LLP, Independent Accountants. To be
filed by amendment.
11(b). Powers of Attorney authorizing Ernest J. Wright, Secretary or
Kathleen A. McGah, Assistant Secretary as signatory for Heath
B. McLendon, Knight Edwards, Robert E.
<PAGE> 19
McGill III, Lewis Mandell, Frances M. Hawk and Ian R. Stuart.
(Incorporated herein by reference to Exhibit 11(b) to
Post-Effective Amendment No. 13 to the Registration Statement
on Form N-1A, filed April 3, 1996.)
Power of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Lewis E. Daidone.
(incorporated herein by reference to Exhibit 11 to
Post-Effective Amendment No. 18 to the Registration Statement
on Form N-1A filed on February 24, 1997.)
27. Financial Data Schedule. (Incorporated herein by reference to
Exhibit 27 to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed on April 21, 1997.)
<PAGE> 20
Item 25. Persons Controlled By or Under Common Control With the Registrant
Not Applicable.
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of February 21, 1997
- -------------- ------------------------
<S> <C>
Shares of beneficial interest, Nine (9)
without par value
</TABLE>
Item 27. Indemnification
Provisions for the indemnification of the Series Trust's Trustees and officers
are contained in and are incorporated by reference to the Series Trust's
Declaration of Trust, which was filed with Post-Effective Amendment No. 13 to
this Registration Statement as Exhibit 1.
Rule 484 Undertaking
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 21
Item 28. Business and Other Connections of Investment Advisers
U.S. GOVERNMENT SECURITIES PORTFOLIO
ZERO COUPON BOND PORTFOLIOS (SERIES 1998, 2000, 2005)
LARGE CAP PORTFOLIO
EQUITY INCOME PORTFOLIO
TRAVELERS QUALITY BOND PORTFOLIO
LAZARD INTERNATIONAL STOCK PORTFOLIO
MFS EMERGING GROWTH PORTFOLIO
FEDERATED HIGH YIELD PORTFOLIO
FEDERATED STOCK PORTFOLIO
MID CAP DISCIPLINED EQUITY PORTFOLIO
Officers and Directors of Travelers Asset Management International Corporation
(TAMIC), the Investment Adviser for the above Portfolios of The Travelers
Series Trust, are set forth in the following table:
<TABLE>
<CAPTION>
Name Position with TAMIC Other Business
- ---- ------------------- --------------
<S> <C> <C>
Marc P. Weill Director and Chairman Senior Vice President **
Chief Investment Officer
David A. Tyson Director, President and Senior Vice President *
Chief Investment Officer
Joseph E . Rueli, Jr. Director, Vice President and Vice President*
Chief Financial Officer
F. Denney Voss Director and Senior Vice Senior Vice President*
President
John R. Britt Director and Secretary Assistant Secretary *
Harvey Eisen Senior Vice President Senior Vice President**
Joseph Mullally Senior Vice President Vice President*
Sandip A. Bhagat Senior Vice President Director and President,
The Travelers Investment
Management Company
Kent A. Kelley Senior Vice President Director and Chief Executive
Office, The Travelers Invest-
ment Management Company
David Amaral Vice President Assistant Director*
John R. Calcagni Vice President Second Vice President*
Gene Collins Vice President Vice President*
John Green Vice President Second Vice President*
Thomas Hajdukiewicz Vice President Vice President*
Edward Hinchliffe III Vice President and Cashier Cashier*
Richard John Vice President Vice President*
Kathryn D. Karlic Vice President Vice President*
David R. Miller Vice President Vice President*
Emil J. Molinaro Vice President Vice President*
Andrew Sanford Vice President Investment Officer*
Charles Silverstein Vice President Second Vice President*
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
Name Position with TAMIC Other Business
- ---- ------------------- --------------
<S> <C> <C>
Robert Simmons Vice President Assistant Investment Officer*
Jordan M. Stitzer Vice President Vice President*
Joel Strauch Vice President
William H. White Treasurer Vice President and Treasurer *
Charles B. Chamberlain Assistant Treasurer Assistant Treasurer *
George M. Quaggin, Jr. Assistant Treasurer Assistant Treasurer *
Marla A. Berman Assistant Secretary Assistant Secretary**
Andrew Feldman Assistant Secretary Senior Counsel**
Millie Kim Assistant Secretary Senior Counsel**
Patricia A. Uzzel Compliance Officer Assistant Director*
Frank J. Fazzina Controller Director *
</TABLE>
* Positions are held with The Travelers Insurance Company, One Tower
Square, Hartford, Connecticut 06183.
** Positions are held with Travelers Group Inc. , 388 Greenwich Street, New
York, N.Y. 10013.
<PAGE> 23
SOCIAL AWARENESS STOCK PORTFOLIO
UTILITIES PORTFOLIO
Officers and Directors of Smith Barney Mutual Funds Management Inc. (SBMFM),
the Investment Adviser for the Social Awareness Stock Portfolio and Utilities
Portfolio of the Series Trust, are set forth in the following table:
<TABLE>
<CAPTION>
Name Position with SBMFM* Other Business
- ---- -------------------- --------------
<S> <C> <C>
Heath B. McLendon Director, President and Managing Director of Smith
Chief Executive Officer Barney; Director of certain
investment companies sponsored
by Smith Barney; Director, President
and Chief Executive Officer of
Travelers Investment Adviser, Inc. (TIA.)
Lewis E. Daidone Director and Senior Managing Director of Smith
Vice President Barney, Senior Vice President
and Treasurer of certain
investment companies sponsored
by Smith Barney; Director and Senior
Vice President of TIA.
A. George Saks Director Managing Director and General
Counsel of Smith Barney
Bruce D. Sargent Vice President Managing Director of Smith
Barney; Vice President and
Director of certain investment
companies sponsored by Smith
Barney
Michael J. Day Treasurer Managing Director of Smith
Barney
Christina T. Sydor General Counsel and Managing Director of Smith
Secretary Barney and Secretary of certain
investment companies sponsored
by Smith Barney; General Counsel and
Secretary of TIA.
Audrey C. Pappas-Wragg Chief Compliance Officer Vice President of Smith Barney;
Chief Compliance Officer of TIA.
</TABLE>
* Address: 388 Greenwich Street, New York, N.Y. 10013
<PAGE> 24
Executive Officers and Directors of Massachusetts Financial Services Company,
the Sub-Adviser to MFS Emerging Growth Portfolio, MFS Mid Cap Growth Portfolio,
MFS Research Portfolio of the Registrant, are set forth in the following table:
<TABLE>
<CAPTION>
Position with MFS
Name Financial Services Co. Other Business
- ---- ---------------------- --------------
<S> <C> <C>
A. Keith Brodkin Director and Chairman Director, Sun Life Assurance
Company of Canada
Jeffrey L. Shames Director and President -
Arnold D. Scott Director, Senior Executive -
Vice President and Secretary
Donald A. Stewart Director President and Director
Sun Life Assurance Company of Camada
John D. McNeil Director Chairman
Sun Life Assurance Company of Canada
Bruce C. Avery Executive Vice President -
William S. Harris Executive Vice President -
John W. Ballen Executive Vice President -
Thomas J. Cashman, Jr. Executive Vice President -
Kevin R. Parke Executive Vice President -
Joseph W. Dello Russo Executive Vice President, Chief Director of Mutual Fund Operations,
Financial Officer and Treasurer The Boston Company
William W. Scott, Jr. Executive Vice President -
Patricia A. Zlotin Executive Vice President -
Stephen E. Cavan Senior Vice President, General -
Counsel and Assistant Secretary -
Robert T. Burns Vice President, Associate General -
Counsel and Assistant Secretary -
Thomas B. Hastings Vice President and Assistant Treasurer -
</TABLE>
<PAGE> 25
Lazard Freres & Co. LLC, serves as the investment subadviser to the Lazard
International Stock Portfolio. Lazard Freres is a limited liability company, an
organization for which its management is provided by General Members. Lazard
Freres Asset Management is a division of Lazard Freres & Co. LLC.
<TABLE>
<CAPTION>
Position with Lazard
Name Freres & Co. LLC Other Business
- ---- -------------------- --------------
<S> <C> <C>
Michel A. David-Weill General Member -
William R. Araskog General Member -
Frederick H. Betrue General Member -
David G. Braunechvig General Member -
Patrick J. Callahan, Jr. General Member -
John V. Doyle General Member -
Charles R. Dreifus General Member -
Thomas F. Dunn General Member -
Noman Eig General Member -
Peter R. Ezersky General Member -
Jonathan F. Foster General Member -
Albert H. Garner General Member -
James S. Gold General Member -
Jeffrey A. Golman General Member -
Steven J. Golub General Member -
Herbert W. Gullquist General Member -
Thomas R. Haack General Member -
Jay R. Harris General Member -
Melvin L. Heineman General Member -
Kenneth M. Jacobs General Member -
Jonathan H. Kagan General Member -
James L. Kempner General Member -
Sandra A. Lamb General Member -
Edgar D. Lagaspi General Member -
Michael S. Lise General Member -
William R. Loomis, Jr. General Member -
Jesses R. Lovejoy General Member -
Matthew J. Lustig General Member -
Philippe L. Magistretti General Member -
Damon Mezzacappa General Member -
Christina A.Mohr General Member -
Robert P. Morgenthau General Member -
Steven J. Niemczyk General Member -
Hamish W. M. Norton General Member -
Jonathan O'Herron General Member -
James A. Paduano General Member -
Louis Perlmutter General Member -
Robert E. Pell, Jr. General Member -
Leter Pollack General Member -
Michael J. Price General Member -
Steven L. Rattner General Member -
John R. Reese General Member -
John R. Reinsberg General Member -
Louis G. Rice General Member -
Luis E. Rinaldini General Member -
Bruno M. Roger General Member -
Felix G. Rohatyn General Member -
Michael S. Rome General Member -
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
Position with Lazard
Name Freres & Co. LLC Other Business
- ---- -------------------- --------------
<S> <C> <C>
Gerald Rosenfeld General Member -
Peter L. Smith General Member -
Arthur P. Soloman General Member -
Michael B. Solomon General Member -
Edouard M. Stern General Member -
Paul A. Street General Member -
John S. Tamagni General Member -
David L. Tashjian General Member -
Joseph M. Thomas General Member -
Donald A. Wagner General Member -
Ali E. Wambold General Member -
Michael A. Wildish General Member -
Kendrick R. Wilson, III General Member -
Alexander B. Zagoreos General Member -
</TABLE>
<PAGE> 27
Executive Officers and Directors of Federated Investment Counseling, the
Sub-Adviser to Federated Stock Portfolio and Federated High Yield Portfolio of
the Registrant, are set forth in the following table:
<TABLE>
<CAPTION>
Position with Federated
Name Investment Counseling Other Business
- ---- ----------------------- --------------
<S> <C> <C>
John F. Donahue Trustee -
J. Christopher Donahue Trustee -
Henry J. Gailliot Trustee and Chairman -
Mark L. Mallon Trustee and President -
John W. McGonigle Trustee -
Mark D. Olson Trustee -
J. Alan Minteer Senior Vice President -
Robert J. Ostrowski Senior Vice President -
G. Michael P. Cullen Vice President -
Michael P. Donnelly Vice President -
Edward C. Gonzales Vice President -
Stephen A. Keen Vice President and Secretary -
Robert K. Kinsey Vice President -
Charles A. Ritter Vice President -
Christopher J. Smith Vice President -
Edward J. Tiedge Vice President -
Donna M. Fabiano Assistant Vice President -
Thomas R. Donahue Treasurer and Assistant Secretary -
Joseph M. Huber Assistant Secretary -
David M. Taylor Assistant Secretary -
Richard B. Fisher Assistant Treasurer -
</TABLE>
<PAGE> 28
Executive Officers and Directors of Fidelity Management & Research Company, the
Sub-Adviser to Equity Income Portfolio and Large Cap Portfolio of the
Registrant, are set forth in the following table:
<TABLE>
<CAPTION>
Position with Fidelity
Name Management & Research Other Business
- ---- ---------------------- --------------
<S> <C> <C>
J. Gary Burkhead Director, President -
Edward C. Johnson 3d Director, Chairman of the Board -
Peter S. Lynch Director, Vice Chairman of the Board -
Fred Henning, Jr. Senior Vice President -
Richard B. Fentin Senior Vice President -
Richard Haberman Senior Vice President -
William J. Hayes Senior Vice President -
Robert A. Lawrence Senior Vice President -
Arthur S. Loring Senior Vice President, Clerk and -
General Counsel -
Robert E. Stansky Senior Vice President -
Beth F. Terrana Senior Vice President -
George A. Vanderheiden Senior Vice President -
Stephen P. Jonas Vice President and Treasurer -
</TABLE>
<PAGE> 29
MID CAP DISCIPLINED EQUITY FUND
Officers and Directors of The Travelers Investment Management Company (TIMCO),
the Sub-Adviser to the Mid Cap Disciplined Equity Fund of the Registrant, are
set forth in the following table:
<TABLE>
<CAPTION>
Name Position with TIMCO Other Business
- ---- ------------------- --------------
<S> <C> <C>
Jeffrey B. Lane Director and Chairman Vice Chairman
Smith Barney Inc.*
Kent A. Kelley Director and Chief** Not Applicable
Executive Officer
Sandip A. Bhagat Director and President** Not Applicable
Heath B. McLendon Director Managing Director
Smith Barney Inc.*
Jacob E. Hurwitz Senior Vice President** Not Applicable
Emil Molinaro Vice President Vice President
Travelers Group Inc.**
Daniel Willey Vice President** Not Applicable
Gloria G. Williams Assistant Vice President** Not Applicable
Michael F. Rosenbaum Corporate Secretary Associate General Counsel
Smith Barney Inc.*
Michael Day Treasurer Managing Director
Smith Barney Inc.*
</TABLE>
*Address: Smith Barney Inc., 388 Greenwich Street, New York, New York 10013
**Address: One Tower Square, Hartford, Connecticut 01683
<PAGE> 30
Item 29. Principal Underwriter
Not Applicable.
Item 30. Location of Accounts and Records
(1) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, NY 10013
(2) Fidelity Investments Institutional Operations Company
82 Devonshire Street
Boston, MA 02109
(3) Fidelity Service Company
82 Devonshire Street
Boston, MA 02109
(4) Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY
(5) PNC Bank, N.A. 200 Stevens Drive Lester, PA 19113
(6) Barclay's Bank, PLC 75 Wall Street New York, NY 10265
(7) Brown Brothers Harriman & Company
40 Water Street
Boston, MA 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
The undersigned Registrant hereby undertakes to provide to each person to whom
a prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, The Travelers Series Trust, has duly caused this amendment to this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Hartford, State of Connecticut, on October __,
1997.
THE TRAVELERS SERIES TRUST
--------------------------
(Registrant)
By: *HEATH B. McLENDON
-------------------------------
Heath B. McLendon
Chairman, Board of Trustees
Pursuant to the requirements of the Securities Act of 1933, this post-effective
amendment to this Registration Statement has been signed below by the following
persons in the capacities indicated on October __, 1997.
*HEATH B. McLENDON Chairman of the Board
- ----------------------------
(Heath B. McLendon)
*KNIGHT EDWARDS Trustee
- ----------------------------
(Knight Edwards)
*ROBERT E. McGILL, III Trustee
- ----------------------------
(Robert E. McGill, III)
*LEWIS MANDELL Trustee
- ----------------------------
(Lewis Mandell)
*FRANCES M. HAWK Trustee
- ----------------------------
(Frances M. Hawk)
*LEWIS E. DAIDONE Treasurer
- ----------------------------
(Lewis E. Daidone)
*By: Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Trustees
<PAGE> 32
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C>
1. Agreement and Declaration of Trust. (Incorporated herein by
reference to Exhibit 1 to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed April 3, 1996.)
2. By-Laws. (Incorporated herein by reference to Exhibit 2 to
Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A, filed April 3, 1996.)
5(a). Investment Advisory Agreement between the U.S. Government
Securities Portfolio and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(a) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed April 3, 1996.)
5(b). Investment Advisory Agreement between the Social Awareness Stock
Portfolio and Smith Barney Mutual Fund Management Inc.
(Incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A filed on April 25, 1995.)
5(c). Investment Advisory Agreement between the Utilities Portfolio
and Smith Barney Mutual Fund Management Inc. (Incorporated
herein by reference to Exhibit 5(c) to Post-Effective Amendment
No. 11 to the Registration Statement on Form N-1A filed on April
25, 1995.)
5(d). Investment Advisory Agreement between the Zero Coupon Bond Fund
Portfolios of The Trust and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A filed on June 2, 1995.)
5(e). Investment Advisory Agreement between MFS Emerging Growth
Portfolio of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(e) to Post-Effective Amendment No. 16 to the
Registration Statement on N-1A filed on July 31, 1996.)
5(f). Investment Advisory Agreement between Federated High Yield
Portfolio of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(f) to Post-Effective Amendment No. 16 to the
Registration Statement on N-1A filed on July 31, 1996.)
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C>
5(g). Investment Advisory Agreement between Federated Stock Portfolio
of the Registrant and Travelers Asset Management International
Corporation. (Incorporated herein by reference to Exhibit 5(g)
to Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
5(h). Investment Advisory Agreement between
Lazard International Stock Portfolio of the Registrant and
Travelers Asset Management International Corporation.
(Incorporated herein by reference to Exhibit 5(h) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(i). Investment Advisory Agreement between Large
Cap Portfolio of the Registrant and Travelers Asset
Management International Corporation. (Incorporated
herein by reference to Exhibit 5(i) to Post-Effective
Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(j). Investment Advisory Agreement between Equity
Income Portfolio of the Registrant and Travelers Asset
Management International Corporation. (Incorporated
herein by reference to Exhibit 5(j) to Post-Effective
Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(k). Investment Advisory Agreement between Travelers
Quality Bond Portfolio of the Registrant and Travelers Asset
Management International Corporation. (Incorporated
herein by reference to Exhibit 5(k) to Post-Effective
Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(l). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Massachusetts Financial Services
Company as Subadviser to MFS Emerging Growth Portfolio.
(Incorporated herein by reference to Exhibit 5(l) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(m). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Federated Investment Counseling as
Subadviser to Federated High Yield Portfolio. (Incorporated
herein by reference to Exhibit 5(m) to Post-Effective Amendment
No. 16 to the Registration Statement on N-1A filed on July 31,
1996.)
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C>
5(n). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Federated Investment Counseling as
Subadviser to Federated Stock Portfolio. (Incorporated herein by
reference to Exhibit 5(n) to Post-Effective Amendment No. 16 to
the Registration Statement on N-1A filed on July 31, 1996.)
5(o). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Lazard Freres Asset Management as
Subadviser to Lazard International Stock Portfolio.
(Incorporated herein by reference to Exhibit 5(o) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(p). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and Fidelity Management & Research
Company as Subadviser to Equity Income Portfolio and Large Cap
Portfolio. (Incorporated herein by reference to Exhibit 5(p) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(q). Sub-Subadvisory Agreement between Fidelity
Management & Research Company and Fidelity
Management & Research (U.K.) Inc. (Incorporated herein
by reference to Exhibit 5(q) to Post-Effective Amendment
No. 16 to the Registration Statement on N-1A filed on
July 31, 1996.)
5(r). Sub-Subadvisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc.
(Incorporated herein by reference to Exhibit 5(r) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
5(s). Investment Advisory Agreement between The Mid-Cap Disciplined
Equity Fund of the Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference to
Exhibit 5(s) to Post-Effective Amendment No. 17 to the
Registration Statement on N-1A filed on October 31, 1996.)
5(t). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and The Travelers Investment
Management Company, as Subadviser to the Mid-Cap Disciplined
Equity Fund. (Incorporated herein by reference to Exhibit 5(t)
to Post-Effective Amendment No. 17 to the Registration
Statement on N-1A filed on October 31, 1996.)
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
5(u). Investment Advisory Agreement between Travelers Asset Electronically
Management International Corporation and the MFS Mid Cap
Growth Portfolio of the Registrant.
5(v). Sub-Advisory Agreement between Travelers Asset Electronically
Management International Corporation and Massachusetts
Financial Services Corporation, as Subadviser for MFS
Mid Cap Growth Portfolio.
5(w). Investment Advisory Agreement between Travelers Asset Electronically
Management International Corporation and the MFS
Research Portfolio of the Registrant.
5(x). Sub-Advisory Agreement between Travelers Asset Electronically
Management International Corporation and Massachusetts
Financial Service Corporation, as Subadviser for MFS
Research Portfolio.
8(a). Custody Agreement between the Registrant and Chase Manhattan
Bank, N.A., Brooklyn, New York. (Incorporated herein by
reference to Exhibit 8(a) to Post-Effective Amendment No. 19 to
the Registration Statement on Form N-1A filed on April 21,
1997.)
8(b). Form of Custody Agreement between the Registrant and PNC Bank.
(Incorporated herein by reference to Exhibit 8(b) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
8(c). Custody Agreement between the Registrant and Bank of New York.
(Incorporated herein by reference to Exhibit 8(c) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
8(d). Custody Agreement between the Registrant and To be filed by
Barclays Bank PLC. amendment
8(e). Custody Agreement between the Registrant and Brown Brothers
Harriman & Co. (Incorporated herein by reference to Exhibit 8(e)
to Post-Effective Amendment No. 16 to the Registration Statement
on N-1A filed on July 31, 1996.)
9(a). Transfer and Recordkeeping Agreement between the Registrant and
The Travelers Insurance Company. (Incorporated herein by
reference to Exhibit 9 to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed April 3, 1996.)
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
9(b). Amendment to Transfer and Recordkeeping Agreement between the
Registrant and The Travelers Insurance Company. (Incorporated
herein by reference to Exhibit 9(b) to Post-Effective Amendment
No. 16 to the Registration Statement on N-1A filed on July 31,
1996.)
9(c). Transfer Agent Agreement between Fidelity Investments
Institutional Operations Company and the Equity Income Portfolio
and Large Cap Portfolio of the Registrant. (Incorporated herein
by reference to Exhibit 9(c) to Post-Effective Amendment No. 16
to the Registration Statement on N-1A filed on July 31, 1996.)
9(d). Administrative Services Agreement between the Registrant and The
Travelers Insurance Company. (Incorporated herein by reference
to Exhibit 9(d) to Post-Effective Amendment No. 16 to the
Registration Statement on N-1A filed on July 31, 1996.)
9(e). Service Agent Agreement between Fidelity Service Company and the
Equity Income Portfolio and Large Cap Portfolio of the
Registrant. (Incorporated herein by reference to Exhibit 9(e) to
Post-Effective Amendment No. 16 to the Registration Statement on
N-1A filed on July 31, 1996.)
9(f). Participation Agreement between the Registrant and The Travelers
Insurance Company. (Incorporated herein by reference to Exhibit
9(f) to Post-Effective Amendment No. 19 to the Registration
Statement on Form N-1A filed on April 21, 1997.)
10. Opinion and Consent of Counsel. (Incorporated herein by
reference to the Registrant's most recent Rule 24f-2 Notice
filing on February 28, 1997.)
11(a). Consent of Coopers & Lybrand L.L.P., Independent To be filed by amendment
Accountants.
Consent of KPMG Peat Marwick, LLP, Independent To be filed by amendment
Certified Public Accountants.
Consent of Price Waterhouse, LLP, Independent To be filed by amendment
Accountants.
11(b). Powers of Attorney authorizing Ernest J. Wright,
Secretary, or Kathleen A. McGah, Assistant Secretary
to be the signatory for Heath B. McLendon,
Knight Edwards, Robert E. McGill III, Lewis Mandell,
Frances M. Hawk and Ian R. Stuart. (Incorporated herein
by reference to Exhibit 11(b) to Post-Effective
Amendment No. 13 to the Registration Statement on
Form N-1A, filed April 3, 1996.)
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C>
Power of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Lewis E. Daidone.
(Incorporated herein by reference to Exhibit 11(b) to Post-
Effective Amendment No. 18 to the Registration Statement
on Form N-1A filed on February 24, 1997.)
27. Financial Data Schedule. (Incorporated herein by reference
to Exhibit 27 to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed on April 21, 1997.)
</TABLE>
<PAGE> 38
EXHIBIT 5(u)
FORM OF
INVESTMENT ADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION
AND
THE TRAVELERS SERIES TRUST
This Investment Advisory Agreement (the "Agreement") is entered into
as of _________ __, 1998 by and between The Travelers Series Trust (the
"Trust") by itself and on behalf of MFS Mid-Cap Growth Portfolio (the
"Portfolio") and Travelers Asset Management International Corporation, a New
York corporation ("TAMIC").
WHEREAS, the Trust desires that TAMIC provide certain investment
management and advisory services for the Portfolio; and
WHEREAS, TAMIC desires to accept such appointment to provide advisory
services to the Portfolio in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust and TAMIC agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
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
authorized by its Board of Trustees (the "Board") and as specified in the
prospectus (the "Prospectus") and the statement of additional information (the
"SAI") filed with the Securities and Exchange Commission as part of the Trust's
Registration Statement on Form N-1A as may be periodically amended. Copies of
the Prospectus and the SAI have been and will be (following amendments)
forwarded to TAMIC. The Trust desires to employ and accordingly appoints TAMIC
to act as investment adviser to the Portfolio. TAMIC accepts the appointment,
and subject to the supervision of the Board, agrees to furnish the services
contemplated herein for the compensation set forth below.
2. SERVICES AS INVESTMENT ADVISER
Subject to the supervision, direction and approval of the
Board, TAMIC will manage the investment operations of the Portfolio and will
furnish or cause to be furnished to the Trust advice and assistance with
respect to the acquisition, holding or disposal of the Portfolio's investments,
in accordance with the investment objectives, policies and restrictions as
communicated to it by the Board and as are contained in the Prospectus and SAI.
It is expressly understood and the Trust, subject to the approval of the Board,
hereby agrees that TAMIC may enter into agreements, pursuant to which a duly
organized investment adviser (the "Sub-Adviser") may be appointed to provide
investment advice or other services to the Portfolio.
<PAGE> 39
TAMIC shall remain responsible for ensuring that each Sub-Adviser conducts its
operations in a manner consistent with the terms of this Agreement.
3. INFORMATION PROVIDED TO THE COMPANY
TAMIC shall keep the Board and the Trust informed of
developments materially affecting the Portfolio. In this regard, TAMIC shall
provide such periodic reports concerning the obligations assumed under this
agreement as the Trust and the Board may from time to time reasonably request.
Additionally, TAMIC shall ensure that the Sub-Adviser, at least quarterly, will
provide the Board with a written certification that the Portfolio is in
compliance with the Portfolio's investment objectives and practices.
4. STANDARD OF CARE
TAMIC shall exercise its best judgment and shall act in good
faith in rendering the services contemplated herein. TAMIC shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement relates, provided
that nothing in this Agreement shall be deemed to protect or purport to protect
TAMIC against any liability to the Trust or the shareholders of the Portfolio
to which TAMIC would otherwise be subject by reason of its willful misfeasance,
bad faith, or gross negligence on its part in the performance of its duties or
by reason of TAMIC's disregard of its obligations and duties under this
Agreement.
5. COMPENSATION
In consideration of the services rendered pursuant to this
Agreement, the Trust will pay TAMIC an annual fee calculated at 0.80% of the
Portfolio's average daily net assets. The parties understand that the fee will
be calculated daily and paid monthly. 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 TAMIC, the value of
the Portfolio's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or the SAI.
6. EXPENSES
TAMIC shall bear all expenses (excluding brokerage costs,
custodian fees, auditors fees or other expenses to be borne by either the
Portfolio or the Trust) in connection with the performance of its services
under this Agreement and shall pay: (a) any sub-investment adviser fee to the
Portfolio under any and all Subadvisory Agreement(s), and (b) any other fees
required to be paid to any Sub-Adviser. 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
2
<PAGE> 40
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) expense 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 obligation
that the Portfolio may have to indemnify the Trust's trustees, officers and/or
employees or agents with respect thereto. The Trust will bear all other
expenses that TAMIC has not specifically assumed hereunder.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Trust understands that TAMIC now acts, will continue to
act and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, and as investment manager or adviser to other
investment companies, and the Trust has no objection to TAMIC's so acting,
provided that whenever the Trust or the Portfolio and one or more other
investment companies or accounts managed or advised by TAMIC 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
or account. The Trust recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for an affected Portfolio.
The Trust also understands that the persons employed by TAMIC to assist in the
performance of TAMIC's duties under this Agreement may not devote their full
time to such service and nothing contained in this Agreement shall be deemed to
limit or restrict the right of TAMIC or any affiliate of TAMIC to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
8. TERM OF AGREEMENT
This Agreement shall become effective ________ __, 1998 (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 Investment Company Act of 1940, as amended
(the "1940 Act"). This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board or by vote of holders of a majority (as defined in
the 1940 Act and the rules thereunder) of the outstanding voting securities of
the Trust, or upon 60 days' written notice, by TAMIC. This Agreement will also
terminate automatically in the event of its assignment (as defined in the 1940
Act and the rules thereunder).
3
<PAGE> 41
9. REPRESENTATIONS
The Trust represents that a copy of the Declaration of Trust
is on file with the Secretary of the State of Massachusetts. The Trust further
represents that it shall maintain compliance with applicable regulatory
mandates and reporting requirements, including but not limited to compliance
with any reporting required or information requested by the California
Commissioner of Insurance. TAMIC also represents that it shall maintain
compliance with applicable regulatory mandates including periodic reporting
requirements, including but not limited to compliance with any reporting or
information requested by the California Commissioner of Insurance.
10. MISCELLANEOUS
This Agreement may be signed in more than one counterpart. It
shall be governed by the laws of the state of Connecticut.
11. COOPERATION WITH INVESTIGATIONS
TAMIC and the Trust each agree to cooperate with each other in
the event that either should become involved in any investigation, legal
proceeding, claim, suit, or other similar action arising from the performance
of the obligations described in this Agreement.
12. COMPLIANCE WITH APPLICABLE LAW
TAMIC agrees to conduct itself in a manner consistent with
applicable laws and regulation, including but not limited to Sections 2a-7,
5(b), 12, 17, 18, and 36 of the 1940 Act. Additionally, TAMIC shall assume
responsibility for ensuring compliance with the applicable investment
diversification requirements set forth in both the 1940 Act and Section 817(h)
of the Internal Revenue Code of 1986, as amended. TAMIC shall also ensure that
its activities are conducted in a manner consistent with a Code of Ethics
maintained pursuant to Section 17j-1 of the 1940 Act. TAMIC agrees to use good
faith efforts to ensure that any sub-adviser appointed shall adopt and follow a
similar Code of Ethics. TAMIC also agrees that 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.
13. LIMITATION OF LIABILITY
Except as may otherwise be prohibited by the Investment
Company Act of 1940 or other applicable federal securities law, neither TAMIC
nor any of its officers, directors, employees or agents shall be subject to any
liability to 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 by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement. To the extent permitted under federal and state law, the Trust
shall hold
4
<PAGE> 42
harmless and indemnify TAMIC for any loss, liability, cost, damage or expense
(including reasonable attorneys fees and costs) arising from any claim or
demand by any past or present shareholder of the Trust that is not based upon
TAMIC's willful misfeasance, bad faith, or gross negligence in the performance
of its duties or the reckless disregard of its obligations and duties under
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Investment
Agreement to be signed by their respective officials thereto duly authorized as
of the day and year first above written.
Travelers Asset Management International Corporation.
By:
--------------------------------------------------
Its:
--------------------------------------------------
The Travelers Series Trust
By:
--------------------------------------------------
Its:
--------------------------------------------------
5
<PAGE> 43
EXHIBIT 5(v)
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
This Investment Sub-Advisory Agreement (the "Agreement") dated
_________ __, 1998, by and between Travelers Asset Management International
Corporation, a corporation duly organized and existing under the laws of the
State of New York ("TAMIC"), and Massachusetts Financial Services Company, a
corporation duly organized and existing under the laws of the State of Delaware
("Sub-Adviser").
WHEREAS, TAMIC has entered into an Investment Advisory Agreement dated
______ __, 1998, (the "Investment Advisory Agreement") with The Travelers
Series Trust (a Massachusetts business trust, hereinafter referred to as the
"Trust"). A copy of such agreement is attached as Exhibit A hereto, pursuant
to which TAMIC provides investment management and advisory services to the
Trust; and
WHEREAS, the Investment Advisory Agreement provides that TAMIC may
engage a duly organized sub-adviser, to furnish investment information,
services and advice to assist TAMIC in carrying out its responsibilities under
the Investment Advisory Agreement; and
WHEREAS, TAMIC desires to retain Sub-Adviser to render investment
advisory services to TAMIC in the manner and on the terms set forth in this
Agreement, and the Sub-Adviser desires to provide such investment advisory
services.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, TAMIC and Sub-Adviser agree as follows:
1. INVESTMENT DESCRIPTION APPOINTMENT
The Trust, which is divided into segments including the segment
known as the MFS Mid-Cap Growth Portfolio (the "Portfolio") desires to employ
its capital relating to the Portfolio by investing and reinvesting in
investments of the kind and in accordance with the investment(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-1A, as amended or supplemented from time to time, and in the manner and to
the extent as may from time to time be approved by the Board of Trustees of the
Trust (the "Board"). TAMIC will supply copies of the Prospectus and the SAI to
the Sub-Adviser promptly after the Trust's Registration Statement is declared
effective. TAMIC agrees promptly to provide 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 Sub-Adviser and any amendments thereto
(the "Board Procedures"), to
<PAGE> 44
the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment
or supplement or Board Procedures, the Sub-Adviser shall be fully protected in
relying on the Prospectus and SAI and any Board Procedures, if any, as
previously furnished to the Sub-Adviser. In addition, TAMIC shall furnish the
Sub-Adviser with a certified copy of any financial statement or report prepared
for the Trust with respect to the Portfolio by certified or independent public
accountants, 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 Sub-Adviser of the results of any audits or examinations
by regulatory authorities pertaining to the Portfolio. TAMIC further agrees to
furnish the Sub-Adviser with any materials or information that the Sub-Adviser
may reasonably request to enable it to perform its functions under this
Agreement.
TAMIC and the Trust desire to employ and hereby appoint the
Sub-Adviser to act as the sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation and for the term set forth below. Except as specified herein, the
Sub-Adviser 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 SUB-ADVISER
Subject to the supervision, direction and approval of the Board
and TAMIC, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in its view, the sale and reinvestment of the
Portfolio's assets. The Sub-Adviser 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 objective(s) and policies
as stated in the Prospectus and the SAI; (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) provide reasonable assistance in the pricing of internally
priced securities (securities for which market quotations are not readily
available) to the Trust (or its designated agent); (f) execute account
documentation, agreements, contracts and other documents as the Sub-Adviser
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 Sub-Adviser 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
Portfolio.
In addition, (i) the Sub-Adviser shall furnish TAMIC or its designee
(e.g., the custodian bank for the Portfolio) daily information concerning
portfolio transactions and periodic reports concerning transactions and
performance of the Portfolio in such form as may be mutually agreed upon from
time to time. In addition, the Sub-Adviser agrees to review the performance of
the services provided to the Portfolio pursuant to this Agreement and to
discuss the management of the Portfolio with TAMIC and the Board as either or
both shall reasonably request.
2
<PAGE> 45
(ii) Unless TAMIC gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner which
it reasonably believes best serves the interests of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested.
(iii) With respect to the provision of services by the Sub-Adviser
hereunder, the Sub-Adviser 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 Investment Company Act of
1940, as amended (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 shall
maintain and preserve all books and other records not related to the
Portfolio's transactions as required under the Record Retention Rules. The
Sub-Adviser shall furnish to TAMIC all of the information relating to the
Sub-Advisory services contemplated hereunder that TAMIC shall reasonably
request within a reasonable period of time after TAMIC makes such request. The
Sub-Adviser agrees that all records which it maintains under the Record
Retention Rules for the Portfolio are the property of the Trust and the
Sub-Adviser will surrender, within a reasonable period of time after a request
for such records from TAMIC or the Trust, copies of any of such records.
(iv) The Sub-Adviser understands that (i) shares of the Portfolio
will be sold to one or more separate accounts or sub-accounts of The Travelers
Insurance Company and Travelers Life and Annuity Company as the funding medium
for variable annuity and life contracts; and (ii) the variable annuity and life
contracts will not be treated as annuity or life contracts for tax purposes if
the Portfolio does not (a) meet the diversification requirements specified in
Section 817(h) of the Internal Revenue Code of 1986, as amended, (the "Code")
and Treasury Regulations promulgated thereunder; and (b) qualify as a
"regulated investment company" under SubChapter M of the Code.
Therefore, the Sub-Adviser shall manage and invest the Portfolio's
assets in accordance with information provided to it by the Trust's
administrator, accountant, custodian or other agent designated by TAMIC as
responsible for testing compliance by the Portfolio with applicable investment
policies and restrictions and applicable law (the "Compliance Agent") in an
effort to ensure that the Fund will, as required, comply with the
diversification requirements set forth in Section 817(h) of the Code and
Treasury Regulation Section 1.817.5 thereunder, and any Treasury
interpretations thereof, relating to the diversification requirements for
variable annuity and life contracts, and any amendments or other modifications
or successor provisions to such Section or Regulations; and the Sub-Adviser
shall manage and invest the Portfolio's assets in accordance with information
provided to it by the Trust's Compliance Agent, in an effort to ensure that the
Portfolio meets and maintains, so long as required by the Code, the
requirements for qualification as a Regulated Investment Company under
Sub-Chapter M of the Code.
In addition, the Sub-Adviser shall manage and invest the Portfolio's
assets in accordance with applicable investment policies, restrictions and
federal and state securities laws based upon information provided to it by
TAMIC or the Compliance Agent. In fulfilling its obligations
3
<PAGE> 46
under this Agreement, the Sub-Adviser shall be entitled to rely on and act in
accordance with information and instructions, and TAMIC and the Trust agree to
hold the Sub-Adviser harmless for any act or omission taken in good faith in
reliance on information and instructions, which may standing instructions,
provided to it by TAMIC or the Compliance Agent. Such information and
instructions shall be conveyed to the Sub-Adviser in a timely manner so as to
permit the Sub-Adviser to take such action as may be required in an orderly
fashion.
(v) The Sub-Adviser 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 or
Trust upon any reasonable request. The Sub-Adviser shall follow such Code of
Ethics in all material respects in performing its services under this Agreement
and will supply the Board with a quarterly certification with respect to such
compliance. Further, the Sub-Adviser represents that it has policies and
procedures regarding the detection and prevention of the misuse of material,
nonpublic information by the Sub-Adviser and its employees as required by the
Insider Trading and Securities Fraud Enforcement Act of 1988.
(vi) Subject to the provision of clause (iv) above, the Sub-Adviser
shall manage the investments of the Portfolio in a manner consistent with
applicable investment restrictions contained in the 1940 Act and rule
promulgated thereunder, any SEC No-Action Letter or order issued to the
Portfolio, and any applicable state securities law or regulation.
3. BROKERAGE
In selecting brokers or dealers (including, if permitted by
applicable law and appropriate Board Procedures, any broker or dealer
affiliated with either TAMIC or the Sub-Adviser) to execute transactions on
behalf of the Portfolio, the Sub-Adviser will seek the best overall terms
available. In assessing the best overall terms available for any transaction,
the Sub-Adviser will consider factors it deems relevant, including, but not
limited to, the breadth and nature of the market in the security, the price of
the security, the size of the order, the timing of the transaction, the
difficulty of the transaction, the reputation, experience, financial condition
and execution capability of the broker or dealer, the quality of the service
and the reasonableness of the commission, if any, for the specific transaction
and on a continuing basis. In selecting brokers or dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Sub-Adviser is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the 1934 Act) provided to the
Portfolio and/or other accounts over which the Sub-Adviser or its affiliates
exercise investment discretion. Nothing in this paragraph shall be deemed to
prohibit the Sub-Adviser from paying an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker, or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such member, broker, or dealer, viewed in terms
of either that particular transaction or its overall responsibilities with
respect to the Portfolio and/or other accounts over which the Sub-Adviser or
its affiliate exercise investment discretion.
4
<PAGE> 47
4. COMPENSATION
In consideration of the services rendered pursuant to this
Agreement, TAMIC will pay the Sub-Adviser an annual fee calculated at the rate
of 0.375 % of the Portfolio's average daily net assets; the fee is calculated
daily and paid monthly. The Sub-Adviser shall have no right to obtain
compensation directly from the Trust or the Portfolio for services provided
hereunder and agrees to look solely to TAMIC for payment of fees due. The fee
for the period from the Effective Date (defined below) of the Agreement to the
end of the month during which the Effective Date occurs shall be prorated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of a month, the fee for
such part of that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Adviser, the value of the Portfolio's net assets shall be computed at
the times and in the manner specified in the Prospectus and/or the SAI.
5. EXPENSES
The Sub-Adviser shall bear all expenses (excluding brokerage
costs, custodian fees, auditors fees or other expenses to be borne by the
Portfolio or the Trust) in connection with the performance of its services
under this Agreement including, but not limited to, (i) all necessary
investment and management facilities, including salaries of personnel required
for it to execute its duties faithfully; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio (excluding
determination of net asset values and shareholder accounting services). The
Portfolio 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,
TAMIC, the Sub-Adviser; (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) expense 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. All other expenses that neither the Sub-Adviser nor TAMIC
(pursuant to the Investment Advisory Agreement) assumes will be borne by the
Portfolio or the Trust.
5
<PAGE> 48
6. STANDARD OF CARE
The Sub-Adviser shall exercise reasonable care in rendering the
services it agrees to provide under this Agreement. Neither the Sub-Adviser
nor its officers, directors, employees, agents, legal representatives or
persons controlled by it (collectively, the "Related Persons") shall be liable
for or subject to any damages, expenses, or losses in connection with any error
of judgment or mistake of law or for any loss suffered by the Trust, the
Portfolio or TAMIC or any shareholder, director, trustee or officer thereof, in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Sub-Adviser against any liability to TAMIC, the Trust or to the shareholders of
the Trust to which the Sub-Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Adviser's reckless disregard
of its obligations and duties under this Agreement.
7. LIABILITY
TAMIC shall hold harmless and indemnify Sub-Adviser and each
Related Person against any loss, liability, claim, cost, damage or expense
(including reasonable investigation and defense costs and reasonable attorneys
fees and costs) arising by reason of any matter to which this Agreement relates
unless the Sub-Adviser is found to have violated its standard of care as
specified in Section 6 of this Agreement. The Sub-Adviser shall hold harmless
the Trust and TAMIC for any loss, liability, cost, damage, or expenses arising
from any claim resulting from the Sub-Adviser's violation of its standard of
care as specified in Section 6 of this Agreement.
Promptly after receipt by a party seeking to be indemnified under this
Section 7 (the "Indemnified Party") of notice of the commencement of any
action, 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
7 (the "Indemnifying Party"), notify the Indemnifying Party in writing of the
commencement thereof; but 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 by such Indemnified Party in connection with the defense
thereof without the Indemnifying Party's consent. The Indemnifying 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
6
<PAGE> 49
any claim or demand unless it 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
against the Indemnified Party shall be commenced by the Indemnifying Party in
connection with this 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 court
costs relating to such proceedings.
The indemnifications provided in this Section 7 shall survive the
termination of this Agreement.
8. TERM OF AGREEMENT
This Agreement shall become effective ____________, 1998, (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. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Board or by vote of holders
of a majority (as defined in the 1940 Act and the rules thereunder) of the
outstanding voting securities of the Trust, or upon 60 days' written notice, by
the Sub-Adviser. This Agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act and the rules thereunder).
If the Board of Trustees fails to approve the Agreement or any
continuance of the Agreement, Sub-Adviser will continue to act as investment
subadviser with respect to the Portfolio pending the required approval of the
Agreement or its continuance or of any contract with Sub-Adviser or a different
adviser or subadviser or other definitive action, provided that the
compensation received by Sub-Adviser in respect of such Portfolio during such
period is in compliance with Rule 15a-4 under the Investment Company Act.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
TAMIC understands that the Sub-Adviser acts, will continue to
act and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, as an investment manager or adviser to other investment
companies, including any offshore entities, or accounts. TAMIC has no
objection to the Sub-Adviser's so acting, provided that whenever the Portfolio
and one or more other investment companies or accounts managed or advised by
the Sub-Adviser 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 recognizes that in some cases
this procedure may adversely affect the size of the position obtainable for the
Portfolio. In addition, TAMIC understands that the persons employed by the
Sub-Adviser to assist in the performance of the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the
Sub-Adviser or any affiliate of the Sub-Adviser 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 Sub-Adviser or
7
<PAGE> 50
any of its directors, officers, employees, or agents from buying, selling or
trading any securities or other investment instruments for its or their own
account or for the account of others for whom it or they may be acting,
provided that such activities will not adversely affect or otherwise impair the
performance by Sub-Adviser of its duties and obligations under this Agreement.
10. COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS
The parties to this Agreement each agree to cooperate in a
reasonable manner with each other (unless their interests are in conflict) 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.
11. REPRESENTATIONS, COVENANTS AND WARRANTIES OF TAMIC
TAMIC represents and warrants to the Sub-Adviser as follows:
a. TAMIC is registered as an investment adviser under the
Advisers Act;
b. TAMIC is a corporation duly organized and validly existing
under the laws of the State of New York with the power to
own and possess its assets and carry on its business as it
is now being conducted;
c. The execution, delivery and performance by TAMIC of this
Agreement are within TAMIC's powers and have been duly
authorized by all necessary action on the part of its
directors, 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 Articles of Incorporation or
By-Laws; or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon TAMIC;
d. This Agreement is a valid and binding Agreement of TAMIC;
e. TAMIC has provided the Sub-Adviser with a copy of its Form
ADV as most recently filed with the SEC and TAMIC further
represents that it will, within a reasonable time after
filing any amendment to its Form ADV with the SEC, furnish
a copy of such amendments to the Sub-Adviser. The
information contained in TAMIC'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 this
they were made, not misleading;
f. TAMIC acknowledges that it received a copy of the
Sub-Adviser's current Form ADV, at least 48 hours prior to
the execution of this Agreement and has delivered a copy of
the same to the Trust.
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<PAGE> 51
12. REPRESENTATIONS, COVENANTS AND WARRANTIES OF SUB-ADVISER
a. The Sub-Adviser is registered as an investment adviser
under the Advisers Act;
b. The Sub-Adviser is a corporation duly organized and validly
existing under the laws of the State of Delaware with the
power to own and possess its assets and carry on its
business as it is now being conducted;
c. The execution, delivery and performance by the Sub-Adviser
of this Agreement are within the Sub-Adviser's powers and
have been duly authorized by all necessary action on the
part of its 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 Sub-Adviser 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
Sub-Adviser's Articles of Incorporation or By-Laws; or
(iii) any agreement, judgment, injunction, order, decree or
other instruments binding upon the Sub-Adviser;
d. This Agreement is a valid and binding Agreement of the
Sub-Adviser;
e. The Sub-Adviser 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 Sub-Adviser'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;
f. The Sub-Adviser acknowledges that it received a copy of
TAMIC's current Form ADV.
13. COMPLIANCE WITH APPLICABLE LAW
TAMIC agrees to conduct its obligations under this Agreement in
a manner consistent with applicable laws and regulations, including but not
limited to Sections 2a-7, 5(b), 12, 17, 18, and 36 of the 1940 Act. TAMIC
shall conduct its investment advisory activities in a manner consistent with a
Code of Ethics maintained pursuant to Section 17j-1 of the 1940 Act. TAMIC
agrees to use good faith efforts to ensure that any other sub-adviser of the
Trust appointed shall adopt and follow a similar Code of Ethics. TAMIC also
agrees that it shall conduct its activities in a manner consistent with any
No-Action Letter, or order issued to the Trust or any of the Portfolios.
14. MISCELLANEOUS
This Agreement may be signed in one or more counterpart.
The Trust represents that a copy of the Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts.
9
<PAGE> 52
This Agreement shall be governed by the laws of the State of
Connecticut.
Each party agrees to comply with all applicable reporting
requirements pursuant to state and federal laws and regulations.
All representations and warranties made by the sub-Adviser 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.
15. USE OF NAME
The Trust and TAMIC, together with its subsidiaries and
affiliates may use the names "Massachusetts Financial Services Company" or
"MFS" or any derivative thereof or logo associated therewith in offering
materials of the Portfolio only with the prior approval of the Sub-Adviser 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 "Massachusetts Financial Services Company" or "MFS" or any derivative
thereof or logo associated therewith in offering materials of the Portfolio
only with the prior approval of the Sub-Adviser and through permission of the
Sub-Adviser, and agrees that the Sub-Adviser reserves to itself and any
successor to its business the right to grant the non-exclusive right to use the
aforementioned names or any similar names to any other corporation or entity,
including but not limited to any investment company of which the Sub-Adviser or
any subsidiary or affiliate thereof or any successor to the business of any
thereof shall be the investment advisor.
IN WITNESS WHEREOF, the parties hereto have caused this Investment
Sub-Advisory Agreement to be signed by their respective officials thereunto
duly authorized as of the day and year first above written.
Travelers Asset Management International Corporation
By:
------------------------------------------------
Its:
-----------------------------------------------
Massachusetts Financial Services Company
By:
------------------------------------------------
Its:
-----------------------------------------------
10
<PAGE> 53
EXHIBIT 5(w)
FORM OF
INVESTMENT ADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION
AND
THE TRAVELERS SERIES TRUST
This Investment Advisory Agreement (the "Agreement") is entered into
as of _________ __, 1998 by and between The Travelers Series Trust (the
"Trust") by itself and on behalf of MFS Research Portfolio (the "Portfolio")
and Travelers Asset Management International Corporation, a New York
corporation ("TAMIC").
WHEREAS, the Trust desires that TAMIC provide certain investment
management and advisory services for the Portfolio; and
WHEREAS, TAMIC desires to accept such appointment to provide advisory
services to the Portfolio in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust and TAMIC agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
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
authorized by its Board of Trustees (the "Board") and as specified in the
prospectus (the "Prospectus") and the statement of additional information (the
"SAI") filed with the Securities and Exchange Commission as part of the Trust's
Registration Statement on Form N-1A as may be periodically amended. Copies of
the Prospectus and the SAI have been and will be (following amendments)
forwarded to TAMIC. The Trust desires to employ and accordingly appoints TAMIC
to act as investment adviser to the Portfolio. TAMIC accepts the appointment,
and subject to the supervision of the Board, agrees to furnish the services
contemplated herein for the compensation set forth below.
2. SERVICES AS INVESTMENT ADVISER
Subject to the supervision, direction and approval of the
Board, TAMIC will manage the investment operations of the Portfolio and will
furnish or cause to be furnished to the Trust advice and assistance with
respect to the acquisition, holding or disposal of the Portfolio's investments,
in accordance with the investment objectives, policies and restrictions as
communicated to it by the Board and as are contained in the Prospectus and SAI.
It is expressly understood and the Trust, subject to the approval of the Board,
hereby agrees that TAMIC may enter into agreements, pursuant to which a duly
organized investment adviser (the "Sub-Adviser") may be appointed to provide
investment advice or other services to the Portfolio.
<PAGE> 54
TAMIC shall remain responsible for ensuring that each Sub-Adviser conducts its
operations in a manner consistent with the terms of this Agreement.
3. INFORMATION PROVIDED TO THE COMPANY
TAMIC shall keep the Board and the Trust informed of
developments materially affecting the Portfolio. In this regard, TAMIC shall
provide such periodic reports concerning the obligations assumed under this
agreement as the Trust and the Board may from time to time reasonably request.
Additionally, TAMIC shall ensure that the Sub-Adviser, at least quarterly, will
provide the Board with a written certification that the Portfolio is in
compliance with the Portfolio's investment objectives and practices.
4. STANDARD OF CARE
TAMIC shall exercise its best judgment and shall act in good
faith in rendering the services contemplated herein. TAMIC shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement relates, provided
that nothing in this Agreement shall be deemed to protect or purport to protect
TAMIC against any liability to the Trust or the shareholders of the Portfolio
to which TAMIC would otherwise be subject by reason of its willful misfeasance,
bad faith, or gross negligence on its part in the performance of its duties or
by reason of TAMIC's disregard of its obligations and duties under this
Agreement.
5. COMPENSATION
In consideration of the services rendered pursuant to this
Agreement, the Trust will pay TAMIC an annual fee calculated at 0.80% of the
Portfolio's average daily net assets. The parties understand that the fee will
be calculated daily and paid monthly. 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 TAMIC, the value of
the Portfolio's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or the SAI.
6. EXPENSES
TAMIC shall bear all expenses (excluding brokerage costs,
custodian fees, auditors fees or other expenses to be borne by either the
Portfolio or the Trust) in connection with the performance of its services
under this Agreement and shall pay: (a) any sub-investment adviser fee to the
Portfolio under any and all Subadvisory Agreement(s), and (b) any other fees
required to be paid to any Sub-Adviser. 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
2
<PAGE> 55
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) expense 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 obligation
that the Portfolio may have to indemnify the Trust's trustees, officers and/or
employees or agents with respect thereto. The Trust will bear all other
expenses that TAMIC has not specifically assumed hereunder.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Trust understands that TAMIC now acts, will continue to
act and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, and as investment manager or adviser to other
investment companies, and the Trust has no objection to TAMIC's so acting,
provided that whenever the Trust or the Portfolio and one or more other
investment companies or accounts managed or advised by TAMIC 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
or account. The Trust recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for an affected Portfolio.
The Trust also understands that the persons employed by TAMIC to assist in the
performance of TAMIC's duties under this Agreement may not devote their full
time to such service and nothing contained in this Agreement shall be deemed to
limit or restrict the right of TAMIC or any affiliate of TAMIC to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
8. TERM OF AGREEMENT
This Agreement shall become effective ________ __, 1998 (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 Investment Company Act of 1940, as amended
(the "1940 Act"). This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board or by vote of holders of a majority (as defined in
the 1940 Act and the rules thereunder) of the outstanding voting securities of
the Trust, or upon 60 days' written notice, by TAMIC. This Agreement will also
terminate automatically in the event of its assignment (as defined in the 1940
Act and the rules thereunder).
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<PAGE> 56
9. REPRESENTATIONS
The Trust represents that a copy of the Declaration of Trust
is on file with the Secretary of the State of Massachusetts. The Trust further
represents that it shall maintain compliance with applicable regulatory
mandates and reporting requirements, including but not limited to compliance
with any reporting required or information requested by the California
Commissioner of Insurance. TAMIC also represents that it shall maintain
compliance with applicable regulatory mandates including periodic reporting
requirements, including but not limited to compliance with any reporting or
information requested by the California Commissioner of Insurance.
10. MISCELLANEOUS
This Agreement may be signed in more than one counterpart. It
shall be governed by the laws of the state of Connecticut.
11. COOPERATION WITH INVESTIGATIONS
TAMIC and the Trust each agree to cooperate with each other in
the event that either should become involved in any investigation, legal
proceeding, claim, suit, or other similar action arising from the performance
of the obligations described in this Agreement.
12. COMPLIANCE WITH APPLICABLE LAW
TAMIC agrees to conduct itself in a manner consistent with
applicable laws and regulation, including but not limited to Sections 2a-7,
5(b), 12, 17, 18, and 36 of the 1940 Act. Additionally, TAMIC shall assume
responsibility for ensuring compliance with the applicable investment
diversification requirements set forth in both the 1940 Act and Section 817(h)
of the Internal Revenue Code of 1986, as amended. TAMIC shall also ensure that
its activities are conducted in a manner consistent with a Code of Ethics
maintained pursuant to Section 17j-1 of the 1940 Act. TAMIC agrees to use good
faith efforts to ensure that any sub-adviser appointed shall adopt and follow a
similar Code of Ethics. TAMIC also agrees that 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.
13. LIMITATION OF LIABILITY
Except as may otherwise be prohibited by the Investment
Company Act of 1940 or other applicable federal securities law, neither TAMIC
nor any of its officers, directors, employees or agents shall be subject to any
liability to 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 by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement. To the extent permitted under federal and state law, the Trust
shall hold
4
<PAGE> 57
harmless and indemnify TAMIC for any loss, liability, cost, damage or expense
(including reasonable attorneys fees and costs) arising from any claim or
demand by any past or present shareholder of the Trust that is not based upon
TAMIC's willful misfeasance, bad faith, or gross negligence in the performance
of its duties or the reckless disregard of its obligations and duties under
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Investment
Agreement to be signed by their respective officials thereto duly authorized as
of the day and year first above written.
Travelers Asset Management International Corporation.
By:
--------------------------------------------------
Its:
--------------------------------------------------
The Travelers Series Trust
By:
--------------------------------------------------
Its:
--------------------------------------------------
5
<PAGE> 58
EXHIBIT 5(x)
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
This Investment Sub-Advisory Agreement (the "Agreement") dated
_________, 1998, by and between Travelers Asset Management International
Corporation, a corporation duly organized and existing under the laws of the
State of New York ("TAMIC"), and Massachusetts Financial Services Company, a
corporation duly organized and existing under the laws of the State of Delaware
("Sub-Adviser").
WHEREAS, TAMIC has entered into an Investment Advisory Agreement dated
______ __, 1998, (the "Investment Advisory Agreement") with The Travelers
Series Trust (a Massachusetts business trust, hereinafter referred to as the
"Trust"). A copy of such agreement is attached as Exhibit A hereto, pursuant
to which TAMIC provides investment management and advisory services to the
Trust; and
WHEREAS, the Investment Advisory Agreement provides that TAMIC may
engage a duly organized sub-adviser, to furnish investment information,
services and advice to assist TAMIC in carrying out its responsibilities under
the Investment Advisory Agreement; and
WHEREAS, TAMIC desires to retain Sub-Adviser to render investment
advisory services to TAMIC in the manner and on the terms set forth in this
Agreement, and the Sub-Adviser desires to provide such investment advisory
services.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, TAMIC and Sub-Adviser agree as follows:
1. INVESTMENT DESCRIPTION APPOINTMENT
The Trust, which is divided into segments including the segment
known as the MFS Research Portfolio (the "Portfolio") desires to employ its
capital relating to the Portfolio by investing and reinvesting in investments
of the kind and in accordance with the investment(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-1A, as amended
or supplemented from time to time, and in the manner and to the extent as may
from time to time be approved by the Board of Trustees of the Trust (the
"Board"). TAMIC will supply copies of the Prospectus and the SAI to the
Sub-Adviser promptly after the Trust's Registration Statement is declared
effective. TAMIC agrees promptly to provide 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 Sub-Adviser and any amendments thereto
(the "Board Procedures"), to
<PAGE> 59
the Sub-Adviser on an on-going basis. Until TAMIC delivers any such amendment
or supplement or Board Procedures, the Sub-Adviser shall be fully protected in
relying on the Prospectus and SAI and any Board Procedures, if any, as
previously furnished to the Sub-Adviser. In addition, TAMIC shall furnish the
Sub-Adviser with a certified copy of any financial statement or report prepared
for the Trust with respect to the Portfolio by certified or independent public
accountants, 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 Sub-Adviser of the results of any audits or examinations
by regulatory authorities pertaining to the Portfolio. TAMIC further agrees to
furnish the Sub-Adviser with any materials or information that the Sub-Adviser
may reasonably request to enable it to perform its functions under this
Agreement.
TAMIC and the Trust desire to employ and hereby appoint the
Sub-Adviser to act as the sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation and for the term set forth below. Except as specified herein, the
Sub-Adviser 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 SUB-ADVISER
Subject to the supervision, direction and approval of the Board
and TAMIC, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in its view, the sale and reinvestment of the
Portfolio's assets. The Sub-Adviser 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 objective(s) and policies
as stated in the Prospectus and the SAI; (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) provide reasonable assistance in the pricing of internally
priced securities (securities for which market quotations are not readily
available) to the Trust (or its designated agent); (f) execute account
documentation, agreements, contracts and other documents as the Sub-Adviser
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 Sub-Adviser 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
Portfolio.
In addition, (i) the Sub-Adviser shall furnish TAMIC or its designee
(e.g., the custodian bank for the Portfolio) daily information concerning
portfolio transactions and periodic reports concerning transactions and
performance of the Portfolio in such form as may be mutually agreed upon from
time to time. In addition, the Sub-Adviser agrees to review the performance of
the services provided to the Portfolio pursuant to this Agreement and to
discuss the management of the Portfolio with TAMIC and the Board as either or
both shall reasonably request.
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(ii) Unless TAMIC gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner which
it reasonably believes best serves the interests of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested.
(iii) With respect to the provision of services by the Sub-Adviser
hereunder, the Sub-Adviser 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 Investment Company Act of
1940, as amended (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 shall
maintain and preserve all books and other records not related to the
Portfolio's transactions as required under the Record Retention Rules. The
Sub-Adviser shall furnish to TAMIC all of the information relating to the
Sub-Advisory services contemplated hereunder that TAMIC shall reasonably
request within a reasonable period of time after TAMIC makes such request. The
Sub-Adviser agrees that all records which it maintains under the Record
Retention Rules for the Portfolio are the property of the Trust and the
Sub-Adviser will surrender, within a reasonable period of time after a request
for such records from TAMIC or the Trust, copies of any of such records.
(iv) The Sub-Adviser understands that (i) shares of the Portfolio
will be sold to one or more separate accounts or sub-accounts of The Travelers
Insurance Company and Travelers Life and Annuity Company as the funding medium
for variable annuity and life contracts; and (ii) the variable annuity and life
contracts will not be treated as annuity or life contracts for tax purposes if
the Portfolio does not (a) meet the diversification requirements specified in
Section 817(h) of the Internal Revenue Code of 1986, as amended, (the "Code")
and Treasury Regulations promulgated thereunder; and (b) qualify as a
"regulated investment company" under SubChapter M of the Code.
Therefore, the Sub-Adviser shall manage and invest the Portfolio's
assets in accordance with information provided to it by the Trust's
administrator, accountant, custodian or other agent designated by TAMIC as
responsible for testing compliance by the Portfolio with applicable investment
policies and restrictions and applicable law (the "Compliance Agent") in an
effort to ensure that the Fund will, as required, comply with the
diversification requirements set forth in Section 817(h) of the Code and
Treasury Regulation Section 1.817.5 thereunder, and any Treasury
interpretations thereof, relating to the diversification requirements for
variable annuity and life contracts, and any amendments or other modifications
or successor provisions to such Section or Regulations; and the Sub-Adviser
shall manage and invest the Portfolio's assets in accordance with information
provided to it by the Trust's Compliance Agent, in an effort to ensure that the
Portfolio meets and maintains, so long as required by the Code, the
requirements for qualification as a Regulated Investment Company under
Sub-Chapter M of the Code.
In addition, the Sub-Adviser shall manage and invest the Portfolio's
assets in accordance with applicable investment policies, restrictions and
federal and state securities laws based upon information provided to it by
TAMIC or the Compliance Agent. In fulfilling its obligations
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under this Agreement, the Sub-Adviser shall be entitled to rely on and act in
accordance with information and instructions, and TAMIC and the Trust agree to
hold the Sub-Adviser harmless for any act or omission taken in good faith in
reliance on information and instructions, which may standing instructions,
provided to it by TAMIC or the Compliance Agent. Such information and
instructions shall be conveyed to the Sub-Adviser in a timely manner so as to
permit the Sub-Adviser to take such action as may be required in an orderly
fashion.
(v) The Sub-Adviser 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 or
Trust upon any reasonable request. The Sub-Adviser shall follow such Code of
Ethics in all material respects in performing its services under this Agreement
and will supply the Board with a quarterly certification with respect to such
compliance. Further, the Sub-Adviser represents that it has policies and
procedures regarding the detection and prevention of the misuse of material,
nonpublic information by the Sub-Adviser and its employees as required by the
Insider Trading and Securities Fraud Enforcement Act of 1988.
(vi) Subject to the provision of clause (iv) above, the Sub-Adviser
shall manage the investments of the Portfolio in a manner consistent with
applicable investment restrictions contained in the 1940 Act and rule
promulgated thereunder, any SEC No-Action Letter or order issued to the
Portfolio, and any applicable state securities law or regulation.
3. BROKERAGE
In selecting brokers or dealers (including, if permitted by
applicable law and appropriate Board Procedures, any broker or dealer
affiliated with either TAMIC or the Sub-Adviser) to execute transactions on
behalf of the Portfolio, the Sub-Adviser will seek the best overall terms
available. In assessing the best overall terms available for any transaction,
the Sub-Adviser will consider factors it deems relevant, including, but not
limited to, the breadth and nature of the market in the security, the price of
the security, the size of the order, the timing of the transaction, the
difficulty of the transaction, the reputation, experience, financial condition
and execution capability of the broker or dealer, the quality of the service
and the reasonableness of the commission, if any, for the specific transaction
and on a continuing basis. In selecting brokers or dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Sub-Adviser is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the 1934 Act) provided to the
Portfolio and/or other accounts over which the Sub-Adviser or its affiliates
exercise investment discretion. Nothing in this paragraph shall be deemed to
prohibit the Sub-Adviser from paying an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker, or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such member, broker, or dealer, viewed in terms
of either that particular transaction or its overall responsibilities with
respect to the Portfolio and/or other accounts over which the Sub-Adviser or
its affiliate exercise investment discretion.
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4. COMPENSATION
In consideration of the services rendered pursuant to this
Agreement, TAMIC will pay the Sub-Adviser an annual fee calculated at the rate
of 0.375 % of the Portfolio's average daily net assets; the fee is calculated
daily and paid monthly. The Sub-Adviser shall have no right to obtain
compensation directly from the Trust or the Portfolio for services provided
hereunder and agrees to look solely to TAMIC for payment of fees due. The fee
for the period from the Effective Date (defined below) of the Agreement to the
end of the month during which the Effective Date occurs shall be prorated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of a month, the fee for
such part of that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Adviser, the value of the Portfolio's net assets shall be computed at
the times and in the manner specified in the Prospectus and/or the SAI.
5. EXPENSES
The Sub-Adviser shall bear all expenses (excluding brokerage
costs, custodian fees, auditors fees or other expenses to be borne by the
Portfolio or the Trust) in connection with the performance of its services
under this Agreement including, but not limited to, (i) all necessary
investment and management facilities, including salaries of personnel required
for it to execute its duties faithfully; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio (excluding
determination of net asset values and shareholder accounting services). The
Portfolio 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,
TAMIC, the Sub-Adviser; (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) expense 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. All other expenses that neither the Sub-Adviser nor TAMIC
(pursuant to the Investment Advisory Agreement) assumes will be borne by the
Portfolio or the Trust.
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6. STANDARD OF CARE
The Sub-Adviser shall exercise reasonable care in rendering the
services it agrees to provide under this Agreement. Neither the Sub-Adviser
nor its officers, directors, employees, agents, legal representatives or
persons controlled by it (collectively, the "Related Persons") shall be liable
for or subject to any damages, expenses, or losses in connection with any error
of judgment or mistake of law or for any loss suffered by the Trust, the
Portfolio or TAMIC or any shareholder, director, trustee or officer thereof, in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Sub-Adviser against any liability to TAMIC, the Trust or to the shareholders of
the Trust to which the Sub-Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Adviser's reckless disregard
of its obligations and duties under this Agreement.
7. LIABILITY
TAMIC shall hold harmless and indemnify Sub-Adviser and each
Related Person against any loss, liability, claim, cost, damage or expense
(including reasonable investigation and defense costs and reasonable attorneys
fees and costs) arising by reason of any matter to which this Agreement relates
unless the Sub-Adviser is found to have violated its standard of care as
specified in Section 6 of this Agreement. The Sub-Adviser shall hold harmless
the Trust and TAMIC for any loss, liability, cost, damage, or expenses arising
from any claim resulting from the Sub-Adviser's violation of its standard of
care as specified in Section 6 of this Agreement.
Promptly after receipt by a party seeking to be indemnified under this
Section 7 (the "Indemnified Party") of notice of the commencement of any
action, 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
7 (the "Indemnifying Party"), notify the Indemnifying Party in writing of the
commencement thereof; but 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 by such Indemnified Party in connection with the defense
thereof without the Indemnifying Party's consent. The Indemnifying 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
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any claim or demand unless it 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
against the Indemnified Party shall be commenced by the Indemnifying Party in
connection with this 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 court
costs relating to such proceedings.
The indemnifications provided in this Section 7 shall survive the
termination of this Agreement.
8. TERM OF AGREEMENT
This Agreement shall become effective ____________, 1998, (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. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Board or by vote of holders
of a majority (as defined in the 1940 Act and the rules thereunder) of the
outstanding voting securities of the Trust, or upon 60 days' written notice, by
the Sub-Adviser. This Agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act and the rules thereunder).
If the Board of Trustees fails to approve the Agreement or any
continuance of the Agreement, Sub-Adviser will continue to act as investment
subadviser with respect to the Portfolio pending the required approval of the
Agreement or its continuance or of any contract with Sub-Adviser or a different
adviser or subadviser or other definitive action, provided that the
compensation received by Sub-Adviser in respect of such Portfolio during such
period is in compliance with Rule 15a-4 under the Investment Company Act.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
TAMIC understands that the Sub-Adviser acts, will continue to
act and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, as an investment manager or adviser to other investment
companies, including any offshore entities, or accounts. TAMIC has no
objection to the Sub-Adviser's so acting, provided that whenever the Portfolio
and one or more other investment companies or accounts managed or advised by
the Sub-Adviser 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 recognizes that in some cases
this procedure may adversely affect the size of the position obtainable for the
Portfolio. In addition, TAMIC understands that the persons employed by the
Sub-Adviser to assist in the performance of the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the
Sub-Adviser or any affiliate of the Sub-Adviser 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 Sub-Adviser or
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any of its directors, officers, employees, or agents from buying, selling or
trading any securities or other investment instruments for its or their own
account or for the account of others for whom it or they may be acting,
provided that such activities will not adversely affect or otherwise impair the
performance by Sub-Adviser of its duties and obligations under this Agreement.
10. COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS
The parties to this Agreement each agree to cooperate in a
reasonable manner with each other (unless their interests are in conflict) 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.
11. REPRESENTATIONS, COVENANTS AND WARRANTIES OF TAMIC
TAMIC represents and warrants to the Sub-Adviser as follows:
a. TAMIC is registered as an investment adviser under the
Advisers Act;
b. TAMIC is a corporation duly organized and validly existing
under the laws of the State of New York with the power to
own and possess its assets and carry on its business as it
is now being conducted;
c. The execution, delivery and performance by TAMIC of this
Agreement are within TAMIC's powers and have been duly
authorized by all necessary action on the part of its
directors, 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 Articles of Incorporation or
By-Laws; or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon TAMIC;
d. This Agreement is a valid and binding Agreement of TAMIC;
e. TAMIC has provided the Sub-Adviser with a copy of its Form
ADV as most recently filed with the SEC and TAMIC further
represents that it will, within a reasonable time after
filing any amendment to its Form ADV with the SEC, furnish
a copy of such amendments to the Sub-Adviser. The
information contained in TAMIC'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 this
they were made, not misleading;
f. TAMIC acknowledges that it received a copy of the
Sub-Adviser's current Form ADV, at least 48 hours prior to
the execution of this Agreement and has delivered a copy of
the same to the Trust.
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12. REPRESENTATIONS, COVENANTS AND WARRANTIES OF SUB-ADVISER
a. The Sub-Adviser is registered as an investment adviser
under the Advisers Act;
b. The Sub-Adviser is a corporation duly organized and validly
existing under the laws of the State of Delaware with the
power to own and possess its assets and carry on its
business as it is now being conducted;
c. The execution, delivery and performance by the Sub-Adviser
of this Agreement are within the Sub-Adviser's powers and
have been duly authorized by all necessary action on the
part of its 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 Sub-Adviser 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
Sub-Adviser's Articles of Incorporation or By-Laws; or
(iii) any agreement, judgment, injunction, order, decree or
other instruments binding upon the Sub-Adviser;
d. This Agreement is a valid and binding Agreement of the
Sub-Adviser;
e. The Sub-Adviser 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 Sub-Adviser'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;
f. The Sub-Adviser acknowledges that it received a copy of
TAMIC's current Form ADV.
13. COMPLIANCE WITH APPLICABLE LAW
TAMIC agrees to conduct its obligations under this Agreement in
a manner consistent with applicable laws and regulations, including but not
limited to Sections 2a-7, 5(b), 12, 17, 18, and 36 of the 1940 Act. TAMIC
shall conduct its investment advisory activities in a manner consistent with a
Code of Ethics maintained pursuant to Section 17j-1 of the 1940 Act. TAMIC
agrees to use good faith efforts to ensure that any other sub-adviser of the
Trust appointed shall adopt and follow a similar Code of Ethics. TAMIC also
agrees that it shall conduct its activities in a manner consistent with any
No-Action Letter, or order issued to the Trust or any of the Portfolios.
14. MISCELLANEOUS
This Agreement may be signed in one or more counterpart.
The Trust represents that a copy of the Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts.
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This Agreement shall be governed by the laws of the State of
Connecticut.
Each party agrees to comply with all applicable reporting
requirements pursuant to state and federal laws and regulations.
All representations and warranties made by the sub-Adviser 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.
15. USE OF NAME
The Trust and TAMIC, together with its subsidiaries and
affiliates may use the names "Massachusetts Financial Services Company" or
"MFS" or any derivative thereof or logo associated therewith in offering
materials of the Portfolio only with the prior approval of the Sub-Adviser 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 "Massachusetts Financial Services Company" or "MFS" or any derivative
thereof or logo associated therewith in offering materials of the Portfolio
only with the prior approval of the Sub-Adviser and through permission of the
Sub-Adviser, and agrees that the Sub-Adviser reserves to itself and any
successor to its business the right to grant the non-exclusive right to use the
aforementioned names or any similar names to any other corporation or entity,
including but not limited to any investment company of which the Sub-Adviser or
any subsidiary or affiliate thereof or any successor to the business of any
thereof shall be the investment advisor.
IN WITNESS WHEREOF, the parties hereto have caused this Investment
Sub-Advisory Agreement to be signed by their respective officials thereunto
duly authorized as of the day and year first above written.
Travelers Asset Management International Corporation
By:
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Its:
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Massachusetts Financial Services Company
By:
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Its:
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