<PAGE> 1
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. 20
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 20
THE TRAVELERS SERIES TRUST
--------------------------
(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
--------------
ERNEST J. WRIGHT
Secretary to the Board of Trustees
The Travelers Series Trust
One Tower Square
Hartford, Connecticut 06183
----------------------------
(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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X 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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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
FILED ON FEBRUARY 28, 1997.
<PAGE> 2
THE TRAVELERS SERIES TRUST
Cross-Reference Sheet pursuant to Rule 495 under the Securities Act of 1933
<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
- --- ---------------------
<S> <C> <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
--------------------------------------
<S> <C> <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>
<PAGE> 3
This registration statement incorporates by reference Post-Effective Amendment
No. 19, filed on April 21, 1997.
<PAGE> 4
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.
The Registrant's financial statements for the period ended
December 31, 1996 include:
U.S. GOVERNMENT SECURITIES PORTFOLIO
SOCIAL AWARENESS STOCK PORTFOLIO
UTILITIES PORTFOLIO
ZERO COUPON BOND FUND PORTFOLIOS - SERIES 1998, 2000 and 2005
MFS EMERGING GROWTH PORTFOLIO
FEDERATED HIGH YIELD PORTFOLIO
FEDERATED STOCK PORTFOLIO
LAZARD INTERNATIONAL STOCK PORTFOLIO
TRAVELERS QUALITY BOND PORTFOLIO
LARGE CAP PORTFOLIO
EQUITY INCOME PORTFOLIO
MID-CAP DISCIPLINED EQUITY FUND
Statements of Assets and Liabilities as of December 31, 1996
Statements of Operations for the applicable period ended December
31, 1996
Statements of Changes in Net Assets for the applicable periods
ended December 31, 1996 and 1995
Statements of Investments as of December 31, 1996
Notes to Financial Statements
(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.)
<PAGE> 5
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> 6
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.)
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 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.)
<PAGE> 7
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 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.
(Incorporated herein by reference to Exhibit 11(a) to
Post-Effective Amendment No. 19 to the Registration Statement on
N-1A filed on April 21, 1997.)
Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants. (Incorporated herein by reference to Exhibit 11(a)
to Post-Effective Amendment No. 19 to the Registration Statement
on N-1A filed on April 21, 1997.)
Consent of Price Waterhouse LLP, Independent Accountants.
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. 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 N-1A filed on April 21, 1997.)
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, The Travelers Series Trust, certifies that
it meets all the requirements for effectiveness of this post-effective
amendment to this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and 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 April 21, 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 April 21, 1997.
*HEATH B. McLENDON Chairman of the Board
- ---------------------------------------
(Heath B. McLendon)
*KNIGHT EDWARDS Trustee
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(Knight Edwards)
*ROBERT E. McGILL, III Trustee
- ---------------------------------------
(Robert E. McGill, III)
*LEWIS MANDELL Trustee
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(Lewis Mandell)
*FRANCES M. HAWK Trustee
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(Frances M. Hawk)
*LEWIS E. DAIDONE Treasurer
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(Lewis E. Daidone)
*By: Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Trustees
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
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<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> 10
<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> 11
<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> 12
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
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 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.)
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.)
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
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 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. (Incorporated herein by reference to
Exhibit 11(a) to Post-Effective Amendment No. 19 to the
Registration Statement on N-1A filed on April 21, 1997.)
Consent of KPMG Peat Marwick, LLP, Independent
Certified Public Accountants. (Incorporated herein by
reference to Exhibit 11(a) to Post-Effective Amendment
No. 19 to the Registration Statement on N-1A filed on
April 21, 1997.)
Consent of Price Waterhouse, LLP, Independent Electronically
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.)
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 Schedules. (Incorporated herein by reference
to Exhibit 27 to Post-Effective Amendment No. 19 to the
Registration Statement on N-1A filed on April 21, 1997.)
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 19 to the registration statement on Form N-1A (the "Registration
Statement") of Travelers Series Trust, of our report dated February 7, 1997,
relating to the financial statements and financial highlights appearing in the
December 31, 1996 Annual Report to Shareholders of Equity Income Portfolio and
Large Cap Portfolio, funds of Travelers Series Trust, which is also
incorporated by reference into the Registration Statement. We also consent to
the reference to us under the heading "Financial Highlights" in the Prospectus
and under the heading "Additional Information" in the Statement of Additional
Information.
Price Waterhouse LLP
Boston, Massachusetts
April 21, 1997
