Ex-99.(d)(62)
EXHIBIT (d)(62)
FORM OF
INVESTMENT SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS INVESTMENT ADVISER, INC.
AND
PIONEER INVESTMENT MANAGEMENT, INC.
This Investment Subadvisory Agreement (the "Agreement") is entered into
as of [DATE], 2005, by and between Travelers Investment Adviser, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
("TIA"), and Pioneer Investment Management, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Subadviser"). The
Subadviser is a member of the UniCredito Italiano Banking Group, register of
banking groups.
WHEREAS, TIA and The Travelers Series Trust, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") and organized as a Massachusetts business trust (the
"Trust"), have entered into an Investment Advisory Agreement dated [DATE], 2005,
(the "Investment Advisory Agreement"), a copy of which is attached as Exhibit A
hereto;
WHEREAS, pursuant to the Investment Advisory Agreement, TIA has agreed
to provide investment management and advisory services to the Pioneer Strategic
Income Portfolio, a series of the Trust (the "Portfolio"); and
WHEREAS, the Investment Advisory Agreement provides that TIA may engage
a duly organized subadviser, to furnish investment information, services and
advice to assist TIA in carrying out its responsibilities under the Investment
Advisory Agreement, provided that TIA obtains the consent and approval of the
Board of Trustees of the Trust (the "Board") and a majority of those trustees
who are not parties to the Investment Advisory Agreement or "interested parties"
of any party thereto in accordance with the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, TIA desires to retain the Subadviser to render investment
advisory services to TIA in the manner and on the terms set forth in this
Agreement, and the Subadviser desires to provide such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, TIA and the Subadviser agree as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
(a) INVESTMENT DESCRIPTION. The Trust desires to employ its
capital relating to the Portfolio by investing and reinvesting in investments of
the kind and in accordance with the
investment objective(s), policies and limitations specified in the prospectus
(the "Prospectus") and the statement of additional information (the "SAI") filed
with the Securities and Exchange Commission (the "SEC") as part of the Trust's
Registration Statement on Form N-lA, as may be periodically amended. TIA agrees
to provide promptly copies of all amendments and supplements to the current
Prospectus and the SAI, and copies of any procedures adopted by the Board
applicable to the Subadviser and any amendments thereto (the "Board
Procedures"), to the Subadviser on an on-going basis. Until TIA delivers any
such amendment or supplement or Board Procedures, the Subadviser shall be fully
protected in relying on the last Prospectus and SAI and any Board Procedures, if
any, previously furnished to the Subadviser. TIA shall also inform the
Subadviser of the results of any audits or examinations by regulatory
authorities pertaining to the Subadviser's responsibilities for the Portfolio.
TIA further agrees to furnish the Subadviser with any materials or information
that the Subadviser may reasonably request to enable it to perform its functions
under this Agreement.
(b) APPOINTMENT OF SUBADVISER. TIA hereby engages the services of
the Subadviser in connection with the investment and reinvestment of the
Portfolio's assets. Pursuant to this Agreement and subject to the oversight and
supervision by TIA and the Board, the Subadviser shall manage the investment and
reinvestment of the Portfolio's assets. Subject to the terms and conditions of
this Agreement, the Subadviser hereby accepts the engagement by TIA in the
foregoing capacity and agrees, at the Subadviser's own expense, to render the
services set forth herein and to provide the office space, furnishings,
equipment, and personnel required by the Subadviser to perform these services on
the terms and for the compensation provided in this Agreement. Except as
specified herein, the Subadviser agrees that it shall not delegate any material
obligation assumed pursuant to this Agreement to any third party without first
obtaining the written consent of both the Trust and TIA.
2. SERVICES AS SUBADVISER
Subject to the supervision, direction and approval of the Board and
TIA, the Subadviser shall conduct a continual program of investment, evaluation,
sale, and reinvestment of the Portfolio's assets. The Subadviser is authorized,
in its sole discretion and without prior consultation with TIA, to: (a) obtain
and evaluate pertinent economic, financial, and other information affecting the
economy generally and certain companies as such information relates to
securities which are purchased for or considered for purchase in the Portfolio;
(b) manage the Portfolio's assets in accordance with the Portfolio's investment
objectives and policies as stated in the Prospectus and the SAI, rules and
regulations under the 1940 Act; (c) make investment decisions for the Portfolio;
(d) place purchase and sale orders for portfolio transactions on behalf of the
Portfolio and manage otherwise uninvested cash assets of the Portfolio; (e)
price such Portfolio securities as TIA and Subadviser shall mutually agree upon
from time to time; (f) execute account documentation, agreements, contracts and
other documents as the Subadviser shall be requested by brokers, dealers,
counterparties and other persons in connection with its management of the assets
of the Portfolio (in such respect, and only for this limited purpose, the
Subadviser shall act as TIA's and the Trust's agent and attorney-in-fact); (g)
employ professional portfolio managers and securities analysts who provide
research services to the Portfolio; and (h) regularly report to TIA and to the
Board with respect to its subadvisory activities. The
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Subadviser shall execute trades, and in general take such action as is
appropriate to effectively manage the Portfolio's investment practices. In
addition,
(i) The Subadviser shall furnish TIA with daily information
concerning portfolio transactions and other reports as agreed upon from time to
time concerning transactions and performance of the Portfolio, in such form as
may be mutually agreed upon from time to time. The Subadviser agrees to review
the Portfolio and discuss the management of the Portfolio with TIA and the Board
as either or both shall from time to time reasonably request.
(ii) The Subadviser shall maintain and preserve such records
related to the Portfolio's transactions as are required under any applicable
state or federal securities law or regulation including: the 1940 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act), and the Investment
Advisers Act of 1940, as amended (the "Advisers Act") (collectively, the "Record
Retention Rules"). TIA and the Trust shall maintain and preserve all books and
other records not related to the Portfolio's transactions as required under such
rules. The Subadviser shall furnish to TIA all information relating to the
Subadviser's services hereunder reasonably requested by TIA within a reasonable
period of time after TIA makes such request. The Subadviser agrees that all
records which it maintains for the Portfolio under the Record Retention Rules
are the property of the Trust and that the Subadviser will surrender, within a
reasonable period of time (WHICH SHALL NOT EXCEED 30 DAYS) [SEE SECTION 17]
after TIA or the Trust makes such a request to surrender, such records.
(iii) The Subadviser shall comply with Board Procedures and any
amendments thereto provided to the Subadviser by TIA or the Trust.
(iv) The Subadviser shall maintain a written code of ethics (the
"Code of Ethics") that it reasonably believes complies with the requirements of
Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the
1940 Act, a copy of which it will provide to TIA and the Trust upon any
reasonable request, and that it has instituted procedures reasonably necessary
to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating
its Code of Ethics. The Subadviser shall follow such Code of Ethics in
performing its services under this Agreement. Further, the Subadviser represents
that it has policies and procedures regarding the detection and prevention of
the misuse of material, nonpublic information by the Subadviser and its
employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement
Act of 1988, a copy of which it will provide to TIA and the Trust upon any
reasonable request.
(v) The Subadviser shall manage the investment and reinvestment of
the assets of the Portfolio in a manner consistent with the diversification
requirements of Section 817 and Section 851 of the Internal Revenue Code of
1986, as amended (the "Code"). The Subadviser will also manage the investments
of the Portfolio in a manner consistent with any and all investment restrictions
(including diversification requirements) contained in the 1940 Act, any SEC
no-action letter or order applicable to the Trust, and any applicable state
securities law or regulation. TIA shall provide Subadviser with copies of any
such SEC no-action letter or Order.
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3. INFORMATION AND REPORTS
(a) The Subadviser shall keep the Trust and TIA informed of
developments relating to its duties as subadviser of which the Subadviser has,
or should have, knowledge that materially affect the Portfolio. In this regard,
the Subadviser shall provide the Trust, TIA, and their respective officers with
such periodic reports concerning the obligations the Subadviser has assumed
under this Agreement as the Trust and TIA may from time to time reasonably
request. Additionally, the Subadviser shall, at least quarterly, provide TIA and
the Board with a written certification that the Portfolio is in compliance with
the Portfolio's investment objectives and practices, the 1940 Act and applicable
rules and regulations under the 1940 Act, and the requirements of Subchapter M
and Section 817(h) under the Code. The Subadviser also shall certify quarterly
to the Trust and TIA that it and its "advisory persons" (as defined in Rule
17j-1) have complied materially with the requirements of Rule 17j-1 during the
previous quarter or, if not, explain what the Subadviser has done to seek to
ensure such compliance in the future. Annually, the Subadviser shall furnish a
written report, which complies with the requirements of Rule 17j-1, concerning
the Subadviser's Code of Ethics to the Trust and TIA.
(b) Each of TIA and the Subadviser will provide the other party
with a list, to the best of TIA's or the Subadviser's respective knowledge, of
each affiliated person (and any affiliated person of such an affiliated person)
of TIA or the Subadviser, as the case may be, and each of TIA and the Subadviser
agrees promptly to update such list whenever TIA or the Subadviser becomes aware
of any changes that should be added to or deleted from the list of affiliated
persons.
(c) Prior to each Board meeting, the Subadviser will provide TIA
and the Board with reports regarding the Subadviser's management of the
Portfolio during the most recently completed quarter, to include written
certifications that the Portfolio is in compliance with the Portfolio's
investment objectives and practices, the 1940 Act and applicable rules and
regulations under the 1940 Act, and the requirements of Subchapter M and the
diversification requirements of Section 817(h) under the Code, and otherwise in
such form as may be mutually agreed upon by the Subadviser and TIA. The
Subadviser will also provide TIA with any information reasonably requested
regarding its management of the Portfolio required for any meeting of the Board,
or for any shareholder report, amended registration statement, or prospectus
supplement to be filed by the Trust with the SEC.
4. RULE 38A-1 COMPLIANCE
The Subadviser represents, warrants and agrees that it has adopted and
implemented, and throughout the term of this Agreement will maintain in effect
and implement, policies and procedures reasonably designed to prevent, detect
and correct violations by the Subadviser and its supervised persons, and, to the
extent the activities of the Subadviser in respect of the Trust could affect the
Trust, by the Trust, of "federal securities laws" (as defined in Rule 38a-1
under the 1940 Act), and that the Subadviser has provided the Trust with true
and complete copies of its policies and procedures (or summaries thereof) and
related information requested by the Trust. The Subadviser agrees to cooperate
with periodic reviews by the Trust's compliance personnel of the Subadviser's
policies and procedures, their operation and implementation and
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other compliance matters and to provide to the Trust from time to time such
additional information and certifications in respect of the Subadviser's
policies and procedures, compliance by the Subadviser with federal securities
laws and related matters as the Trust's compliance personnel may reasonably
request. Subadviser agrees to promptly notify TIA of any material compliance
violations which affect the Portfolio.
5. STANDARD OF CARE
The Subadviser shall exercise its best judgment and shall act in good
faith and use reasonable care and in a manner consistent with applicable federal
and state laws and regulations in rendering the services it agrees to provide
under this Agreement.
6. SUBADVISER'S DUTIES REGARDING PORTFOLIO TRANSACTIONS
(a) PLACEMENT OF ORDERS. The Subadviser shall take all actions
that it considers necessary to implement the investment policies of the
Portfolio, and, in particular, to place all orders for the purchase or sale of
securities or other investments for the Portfolio with brokers or dealers the
Subadviser selects. To that end, the Subadviser is authorized as the Trust's
agent to give instructions to the Trust's custodian as to deliveries of
securities or other investments and payments of cash for the Portfolio's
account. In connection with the selection of brokers or dealers and the
placement of purchase and sale orders, the Subadviser is directed at all times
to seek to obtain best execution and price within the policy guidelines
determined by the Board and set forth in the Trust's current Prospectus and SAI,
subject to provisions (b), (c) and (d) of this Section 6.
(b) SELECTION OF BROKERS AND DEALERS. To the extent permitted by
the policy guidelines set forth in the Trust's current Prospectus and SAI, in
the selection of brokers and dealers to execute portfolio transactions, the
Subadviser is authorized to consider not only the available prices and rates of
brokerage commissions, but also other relevant factors, which may include,
without limitation: the execution capabilities of the brokers and dealers; the
research, custody, and other services provided by the brokers and dealers that
the Subadviser believes will enhance its general portfolio management
capabilities; the size of the transaction; the difficulty of execution; the
operational facilities of these brokers and dealers; the risk to a broker or
dealer of positioning a block of securities; and the overall quality of
brokerage and research services provided by the brokers and dealers. In
connection with the foregoing, the Subadviser is specifically authorized to pay
those brokers and dealers who provide brokerage and research services to the
Subadviser a higher commission than that charged by other brokers and dealers if
the Subadviser determines in good faith that the amount of the commission is
reasonable in relation to the value of the services in terms of either the
particular transaction or in terms of the Subadviser's overall responsibilities
with respect to the Portfolio and to any other client accounts or portfolios
that the Subadviser advises. The execution of such transactions shall not be
considered to represent an unlawful breach of any duty created by this Agreement
or otherwise.
(c) SOFT DOLLAR ARRANGEMENTS. On an ongoing basis, but not less
often than annually, the Subadviser shall identify and provide a written
description to the Trust and TIA of all "soft dollar" arrangements that the
Subadviser maintains with respect to the Portfolio or with brokers
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or dealers that execute transactions for the Portfolio. Prior to the
commencement of the active management of the Portfolio, and periodically
thereafter, but not less often than annually, the Subadviser shall provide the
Trust and TIA with a written description of all arrangements with third parties
and other individuals, entities, brokers, or money management firms that have or
may receive or share in the payment of fees for services under this Agreement.
(d) AGGREGATED TRANSACTIONS. On occasions when the Subadviser
deems the purchase or sale of a security or futures contract to be in the best
interest of the Portfolio well as other clients, the Subadviser is authorized,
but not required, to aggregate purchase and sale orders for securities or
futures contracts held (or to be held) by the Portfolio with similar orders
being made on the same day for other client accounts or portfolios that the
Subadviser manages. When an order is so aggregated, the Subadviser may allocate
the recommendations or transactions among all accounts and portfolios for whom
the recommendation is made or transaction is effected on a basis that the
Subadviser considers equitable and consistent with its fiduciary obligations to
the Portfolio and its other clients. The Subadviser, TIA and the Trust recognize
that in some cases this procedure may adversely affect the size of the position
obtainable for the Portfolio.
7. COMPENSATION
In consideration of the services rendered, the facilities furnished,
and the expenses assumed pursuant to this Agreement, TIA will pay the Subadviser
a fee as listed in Attachment A based on the Portfolio's average daily net
assets. The parties understand that the fee will be calculated daily and paid
monthly. The Subadviser shall have no right to obtain compensation directly from
the Trust or the Portfolio for services provided hereunder and agrees to look
solely to TIA for payment of fees due. The fee for the period from the Effective
Date (defined below) of the Agreement to the end of the month during which the
Effective Date occurs shall be prorated according to the proportion that such
period bears to the full monthly period. Upon any termination of this Agreement
before the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Subadviser, the value of the
Portfolio's net assets shall be computed at the times and in the manner
specified in the Prospectus and the SAI, and on days on which the net assets are
not so determined, the net asset value computation to be used shall be as
determined on the immediately preceding day on which the net assets were
determined.
8. EXPENSES
The Subadviser shall bear all expenses (excluding brokerage costs,
custodian fees, auditor fees and other expenses to be borne by either the
Portfolio or the Trust) in connection with the performance of its services under
this Agreement. The Trust will bear certain other expenses to be incurred in its
operation, including, but not limited to, (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and expenses of the
Trust's trustees other than those who are "interested persons" of the Trust;
(iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees
and expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution under
state and federal
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securities laws; (vii) expenses of printing and mailing reports and notices and
proxy material to shareholders of the Portfolio; (viii) all other expenses
incidental to holding meetings of the Portfolio's shareholders, including proxy
solicitations therefor; (ix) insurance premiums for fidelity bond and other
coverage; (x) investment management fees; (xi) expenses of typesetting for
printing prospectuses and statements of additional information and supplements
thereto; (xii) expenses of printing and mailing prospectuses and statements of
additional information and supplements thereto; and (xiii) such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Portfolio is a party and legal obligations that the
Portfolio may have to indemnify the Trust's trustees, officers and/or employees
or agents with respect thereto. The Trust and TIA shall assume all other
expenses that the Subadviser has not specifically assumed hereunder.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
TIA understands that the Subadviser and its affiliates now act, will
continue to act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, and as an investment manager or adviser
to other investment companies, including any offshore entities or private
accounts. TIA has no objection to the Subadviser and its affiliates so acting,
PROVIDED, that, whenever the Portfolio and one or more other investment
companies or accounts managed or advised by the Subadviser and its affiliates
have available funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to be equitable to
each company and account. TIA represents that the Trust recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for the Portfolio and that the Trust also understands that the persons employed
by the Subadviser to assist in the performance of the Subadviser's duties under
this Agreement may not devote their full time to such service, and that nothing
contained in this Agreement shall be deemed to limit or restrict the right of
the Subadviser to engage in and devote time and attention to other businesses
or to render services of whatever kind or nature. This Agreement shall not in
any way limit or restrict the Subadviser or any of its directors, officers,
employees, or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities will
not adversely affect or otherwise impair the performance by the Subadviser of
its duties and obligations under this Agreement.
10. DELEGATION OF PROXY VOTING RIGHTS
TIA delegates to the Subadviser authority to exercise voting rights
with respect to the securities and other investments held by the Portfolio. The
Subadviser shall provide the Trust and TIA with a written copy of its proxy
voting guidelines. The Subadviser shall exercise these voting rights unless and
until the Trust or TIA revokes this delegation in writing. The Trust or TIA may
revoke this delegation at any time without cause. The Subadviser shall maintain
and preserve a record, pursuant to the requirements of the Advisers Act, of the
Subadviser's voting procedures, and of the Subadviser's actual votes with
respect to the Portfolio's securities and other investments, including all
information and data required to be filed ("Required Proxy Information") by the
Trust for each twelve-month period ending June 30th pursuant to the requirements
of the 1940 Act, and the Subadviser shall supply such Required Proxy Information
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to the Trust and TIA, or any authorized representative of the Trust or TIA,
periodically, provided that the Subadviser shall provide the Trust within a
reasonable period, but not later than the July 31st following said June 30th
with a record of all Required Proxy Information necessary to comply with the
1940 Act filing requirements governing proxy votes for each fiscal year ending
June 30th.
11. AFFILIATED BROKERS
The Subadviser or any of its affiliates may act as broker in connection
with the purchase or sale of securities or other investments for the Portfolio,
subject to: (a) the requirement that the Subadviser seek to obtain best
execution and price within the policy guidelines determined by the Board and set
forth in the Trust's current prospectus and SAI; (b) the provisions of the
Advisers Act; (c) the provisions of the 1934 Act, including, but not limited to,
Section 11(a) thereof; and (d) other provisions of applicable law. These
brokerage services are not within the scope of the duties of the Subadviser
under this Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Subadviser or its affiliates may receive
brokerage commissions, fees or other remuneration from the Portfolio or the
Trust for these services in addition to the Subadviser's fees for services under
this Agreement.
12. CUSTODY
Nothing in this Agreement shall require the Subadviser to take or
receive physical possession of cash, securities, or other investments of the
Portfolio.
13. TERM OF AGREEMENT; TERMINATION OF AGREEMENT; AMENDMENT OF
AGREEMENT
(a) TERM. This Agreement shall become effective [DATE], 2005 (the
"Effective Date"), and shall continue for an initial two-year term and shall
continue thereafter so long as such continuance is specifically approved at
least annually as required by the 1940 Act.
(b) TERMINATION. This Agreement may be terminated, without
penalty, (i) by the Board or by vote of holders of a majority of the outstanding
shares of the Portfolio upon sixty (60) days' written notice to TIA and
Subadviser, (ii) by TIA upon 60 days' written notice to the Trust and
Subadviser, or (iii) by Subadviser upon 60 days' written notice to the Trust and
TIA. This Agreement will also terminate automatically in the event of its
assignment or in the event of the assignment or termination of the Investment
Advisory Agreement.
(c) AMENDMENT. This Agreement may be amended by the parties only
if the amendment is specifically approved by: (i) a majority of those trustees
who are not parties to this Agreement or "interested persons" of any party cast
in person at a meeting called for the purpose of voting on the Agreement's
approval; and (ii) if required by applicable law, the vote of a majority of
outstanding shares of the Portfolio.
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14. REPRESENTATIONS AND COVENANTS OF TIA
TIA represents and covenants to Subadviser as follows:
(a) It is duly organized and validly existing under New York law
with the power to own and possess its assets and carry on its
business as the business is now being conducted.
(b) The execution, delivery and performance by TIA of this
Agreement are within TIA's powers and have been duly
authorized by all necessary action on the part of its board of
directors, and no action by or in respect of, or filing with,
any governmental body, agency or official is required on the
part of TIA 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)
TIA's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instruments binding upon
TIA.
(c) It is not prohibited by the 1940 Act or the Advisors Act from
performing the services contemplated by this Agreement.
(d) It has met, and shall continue to seek to meet for the
duration of this Agreement, any other applicable federal or
state requirements, or the applicable requirements of any
regulatory of industry self-regulatory agency, necessary to be
met by TIA in order to perform the services contemplated by
this Agreement.
(e) It (i) is registered with the SEC as an investment adviser
under the Advisers Act, (ii) is registered and licensed as an
investment adviser under the laws of all jurisdictions in
which its activities require it to be so licensed, and (iii)
shall promptly notify the Subadviser of the occurrence of any
event that would disqualify TIA from serving as an investment
adviser to an investment company pursuant to Section 9(a) of
the 1940 Act.
(f) It acknowledges that it has received a copy of the
Subadviser's Form ADV at least 48 hours prior to the execution
of this Agreement and has delivered a copy of the same to the
Trust.
(g) The Trust is registered as an open-end management investment
company under the 1940 Act and that the Trust's shares
representing an interest in the Portfolio are registered under
the Securities Act of 1933 and under any applicable state
securities laws.
(h) It shall carry out its responsibilities under this Agreement
in compliance with (i) federal and state law, including
securities law, governing its activities; (ii) the Portfolio's
investment objective, policies, and restrictions, as set forth
in the Prospectus and SAI, as amended from time to time; and
(iii) any policies or
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directives as the Board may from time to time establish or
issue and communicate to TIA in writing. The Trust shall
promptly notify TIA in writing of changes to (ii) or (iii)
above, and upon receipt of such notice, TIA shall promptly
notify the Subadviser in writing of such changes to (ii) or
(iii) above.
15. REPRESENTATIONS AND COVENANTS OF THE SUBADVISER
The Subadviser represents and covenants to TIA as follows:
(a) It is duly organized and validly existing under Delaware law
with the power to own and possess its assets and carry on its
business as this business is now being conducted.
(b) The execution, delivery and performance by the Subadviser of
this Agreement are within the Subadviser's powers and have
been duly authorized by all necessary action on the part of
its board of directors, and no action by or in respect of, or
filing with, any governmental body, agency or official is
required on the part of the Subadviser for the execution,
delivery and performance of this Agreement by the parties
hereto, and the execution, delivery and performance of this
Agreement by the parties hereto does not contravene or
constitute a default under (i) any provision of applicable
law, rule or regulation, (ii) the Subadviser governing
instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instruments binding upon the
Subadviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement.
(d) It has met, and shall continue to seek to meet for the
duration of this Agreement, any other applicable federal or
state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be
met in order to perform the services contemplated by this
Agreement.
(e) It (i) is registered with the SEC as an investment adviser
under the Advisers Act, (ii) is registered or licensed as an
investment adviser under the laws of jurisdictions in which
its activities require it to be so registered or licensed, and
(iii) shall promptly notify the Trust of the occurrence of any
event that would disqualify it from serving as an investment
adviser to an investment company pursuant to Section 9(a) of
the 1940 Act.
(f) It has provided TIA 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 TIA. The information contained in the
Subadviser's Form ADV is accurate and complete in all material
respects and does not omit to state any material fact
necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading.
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(g) The Subadviser shall promptly inform the Trust and TIA if any
information in the Prospectus or SAI relating to the
Subadviser or its services to the Portfolio is (or will
become) inaccurate, incomplete, or no longer compliant.
(h) It shall carry out its responsibilities under this Agreement
in compliance with (i) federal and state law, including
securities law, governing its activities; (ii) the Portfolio's
investment objective, policies, and restrictions, as set forth
in the Prospectus and SAI, as amended from time to time; and
(iii) any policies or directives as the Board may from time to
time establish or issue and communicate to the Subadviser in
writing. The Trust or TIA shall promptly notify the Subadviser
in writing of changes to (ii) or (iii) above.
(i) It shall conduct its activities in a manner consistent with
any no-action letter, order or rule promulgated by the SEC
applicable to the Trust or the Portfolio; PROVIDED, HOWEVER,
that the Trust or TIA has provided the Subadviser with copies
of any such no-action letters, orders or rules (except rules
generally applicable to all registered investment companies
promulgated under the 0000 Xxx)
16. COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS
The parties to this Agreement each agree to cooperate in a reasonable
manner with each other in the event that any of them should become involved in a
legal, administrative, judicial or regulatory action, claim, or suit as a result
of performing its obligations under this Agreement.
17. RECORDS
(a) MAINTENANCE OF RECORDS. The Subadviser hereby undertakes and
agrees to maintain, in the form and for the period required by Rule 31a-2 under
the 1940 Act, all records relating to the Portfolio's investments that are
required to be maintained by the Trust pursuant to the requirements of
paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (f) of Rule 31a-1, as
such may be amended from time to time, under the 1940 Act with respect to the
Subadviser's responsibilities hereunder for the Portfolio (the "Portfolio's
Books and Records").
(b) OWNERSHIP OF RECORDS. The Subadviser agrees that the
Portfolio's Books and Records are the Trust's property and further agrees to
surrender promptly to the Trust or TIA the Portfolio's Books and Records upon
the request of the Trust or TIA; PROVIDED, HOWEVER, that the Subadviser may
retain copies of the records at its own cost. The Portfolio's Books and Records
shall be made available, within two (2) business days of a written request, to
the Trust's accountants or auditors during regular business hours at the
Subadviser's offices. The Trust, TIA or their respective authorized
representatives shall have the right to copy any records in the Subadviser's
possession that pertain to the Portfolio or the Trust. These books, records,
information, or reports shall be made available to properly authorized
government representatives consistent with state and federal law and/or
regulations. In the event of the termination of this Agreement, the Portfolio's
Books and Records shall be returned to the Trust or TIA. The Subadviser agrees
that the policies and procedures it has established for managing
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the Portfolio, including, but not limited to, all policies and procedures
designed to ensure compliance with federal and state regulations governing the
adviser/client relationship and management and operation of the Portfolio, shall
be made available for inspection by the Trust, TIA or their respective
authorized representatives upon reasonable written request within not more than
two (2) business days.
18. CONFIDENTIALITY.
(a) NON-DISCLOSURE BY SUBADVISER. The Subadviser agrees that the
Subadviser will not disclose or use any records or confidential information
obtained pursuant to this Agreement in any manner whatsoever, except as
authorized in this Agreement or specifically by TIA or the Portfolio or Trust,
or if this disclosure or use is required by federal or state regulatory
authorities or by a court.
(b) NON-DISCLOSURE EXCEPTIONS. The Subadviser may disclose the
investment performance of the Portfolio; PROVIDED, that the disclosure does not
reveal the identity of TIA, the Portfolio, or the Trust. The Subadviser may,
however, disclose that TIA, the Trust and Portfolio are the Subadviser's
clients, PROVIDED, that the disclosure does not reveal the investment
performance or the composition of the Portfolio.
19. LIMITATION OF LIABILITY; INDEMNIFICATION
(a) LIMITATION OF LIABILITY. Except as provided herein and as may
otherwise be provided by the 1940 Act or other federal securities laws, TIA and
its respective officers, directors, employees, agents, representatives or
persons controlled by them (collectively, the "Related Parties") on the one
hand, and the Subadviser and the Subadviser Related Parties on the other hand,
shall not be liable to each other, the Trust or any shareholder of the Trust for
any error or judgment, mistake of law, or any loss arising out of any investment
or other act or omission in the course of, connected with, or arising out of any
services to be rendered under this Agreement, except that TIA, the Subadviser
and any respective Related Party shall be so liable by reason of conduct that
constitutes willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement.
(b) SUBADVISER INDEMNITY TO TIA. The Subadviser agrees to
indemnify and defend TIA and TIA's Related Parties for any loss, liability,
cost, damage, or expenses (including reasonable investigation and defense costs
and reasonable attorneys fees and costs) arising out of any claim, demand,
action, suit, or proceeding arising out of (i) the Subadviser's conduct that
constitutes willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement, or (ii) any actual or alleged material
misstatement or omission in the Trust's registration statement, any proxy
statement, or communication to current or prospective investors in the Portfolio
relating to disclosure about the Subadviser or the Subadviser's management of
the Portfolio provided in writing to TIA or the Trust by the Subadviser or that
was reviewed and approved by the Subadviser.
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(c) TIA INDEMNITY TO SUBADVISER. TIA agrees to indemnify and
defend the Subadviser and the Subadviser's Related Parties for any loss,
liability, cost, damage, or expenses (including reasonable investigation and
defense costs and reasonable attorneys fees and costs) arising out of any claim,
demand, action, suit, or proceeding arising out of (i) any matter to which this
Agreement relates, except with respect to conduct of the Subadviser or the
Subadviser's Related Parties that constitutes willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Agreement, or (ii) any actual
or alleged material misstatement or omission in the Trust's registration
statement, any proxy statement, or other communication to current or prospective
investors in the Portfolio (other than a misstatement or omission relating to
disclosure about the Subadviser or the Subadviser's management of the Portfolio
provided in writing to TIA or the Trust by the Subadviser or that was reviewed
and approved by the Subadviser).
(d) INDEMNIFICATION PROCEDURES. Promptly after receipt of notice
of the commencement of any action by a party seeking to be indemnified under
this Section 19 (the "Indemnified Party"), the Indemnified Party shall, if a
claim in respect thereof is to be made against a party against whom
indemnification is sought under this Section 19 (the "Indemnifying Party"),
notify the Indemnifying Party in writing of the commencement thereof; PROVIDED,
HOWEVER, that the omission to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which it may have to any Indemnified
Party otherwise than under the provisions hereof, and shall relieve it from
liability hereunder only to the extent that such omission results in the
forfeiture by the Indemnifying Party of rights or defenses with respect to such
action. In any action or proceeding, following provision of proper notice by the
Indemnified Party of the existence of such action, the Indemnifying Party shall
be entitled to participate in any such action and, to the extent that it shall
wish, participate jointly with any other Indemnifying Party similarly notified,
to assume the defense thereof, with counsel of its choice (unless any conflict
of interest requires the appointment of separate counsel), and after notice from
the Indemnifying Party to such Indemnified Party of its election to assume the
defense of the action, the Indemnifying Party shall not be liable to such
Indemnified Party hereunder for any legal expense of the other counsel
subsequently incurred without the Indemnifying Party's consent by such
Indemnified Party in connection with the defense thereof. The Indemnified Party
shall cooperate in the defense or settlement of claims so assumed. The
Indemnifying Party shall not be liable hereunder for the settlement by the
Indemnified Party for any claim or demand unless the Indemnifying Party has
previously approved the settlement or it has been notified of such claim or
demand and has failed to provide a defense in accordance with the provisions
hereof. In the event that any proceeding involving the Indemnifying Party shall
be commenced by the Indemnified Party in connection with the Agreement, or the
transactions contemplated hereunder, and such proceeding shall be finally
determined by a court of competent jurisdiction in favor of the Indemnifying
Party, the Indemnified Party shall be liable to the Indemnifying Party for any
reasonable attorney's fees and direct costs relating to such proceedings. The
indemnifications provided in this Section 19 shall survive the termination of
this Agreement.
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20. SURVIVAL
All representations and warranties made by the Subadviser and TIA
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.
21. USE OF NAME
The Trust and TIA, together with its subsidiaries and affiliates may
use the names "Pioneer Investment Management, Inc." or "Pioneer" or any
derivative thereof or logo associated therewith in offering materials of the
Portfolio only with the prior approval of the Subadviser and only for so long as
this Agreement or any extension, renewal, or amendment hereof remains in effect.
At such time as this Agreement shall no longer be in effect, the Trust and TIA
together with its subsidiaries and affiliates each agree that they shall cease
to use such names or any other name indicating that it is advised by or
otherwise connected with the Subadviser and shall promptly change its name
accordingly. The Trust acknowledges that it has adopted the name "Pioneer
Investment Management, Inc." or "Pioneer" or any derivative thereof or logo
associated therewith in offering materials of the Portfolio only with the prior
approval of the Subadviser and through permission of the Subadviser, and agrees
that the Subadviser reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the aforementioned names or any
similar names to any other corporation or entity, including but not limited to
any investment company of which the Subadviser or any subsidiary or affiliate
thereof or any successor to the business of any thereof shall be the investment
subadviser.
22. LIMITATION ON CONSULTATION
In accordance with Rule 17a-10 under the 1940 Act and any other
applicable law, the Subadviser shall not consult with any other subadviser to
the Portfolio or any subadviser to any other portfolio of the Trust or to any
other investment company or investment company series for which TIA or an
affiliated person of TIA serves as investment adviser concerning transactions
for the Portfolio in securities or other assets, other than for purposes of
complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the
1940 Act.
23. GOVERNING LAW
This Agreement shall be governed by, construed under and interpreted
and enforced in accordance with the laws of the state of New York, without
regard to principles of conflicts of laws.
24. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby.
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25. DEFINITIONS
The terms "assignment," "affiliated person," and "interested person,"
when used in this Agreement, shall have the respective meanings specified in
Section 2(a) the 1940 Act. The term "majority of the outstanding shares" means
the lesser of (a) sixty-seven percent (67%) or more of the shares present at a
meeting if more than fifty percent (50%) of these shares are present or
represented by proxy, or (b) more than fifty percent (50%) of the outstanding
shares.
26. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TRAVELERS INVESTMENT ADVISER, INC.
By:
----------------------------------------
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
----------------------------------------
Name:
Title:
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ATTACHMENT A
INVESTMENT SUB-ADVISORY FEES
For the services rendered under this Agreement, TIA shall pay Subadviser an
amount equivalent on an annual basis to 0.35% of the Portfolio's average daily
net assets.
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