Travelers Series Trust
File Number 811-6465
Question 77Q1
Managed Allocation Series:
Conservative Portfolio
Moderate-Conservative Portfolio
Moderate Portfolio
Moderate-Aggressive Portfolio
Aggressive Portfolio
INVESTMENT SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
AND
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
This Investment Subadvisory Agreement (the "Agreement") is entered
into as of May 1, 2005, by and between Travelers Asset Management
International Company LLC, a limited liability company duly organized
and existing under the laws of the State of New York ("TAMIC"), and
Deutsche Investment Management Americas Inc. ("DIMA"), a corporation
duly organized and existing under the laws of Delaware
(the "Subadviser").
WHEREAS, TAMIC and The Travelers Series Trust, an open-end management
investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act") and organized as a Massachusetts business
trust (the "Trust"), have entered into an Investment Advisory Agreement
dated May 1, 2005 (the "Investment Advisory Agreement"), a copy of
which is attached as Exhibit A hereto;
WHEREAS, pursuant to the Investment Advisory Agreement, TAMIC has
agreed to provide investment management and advisory services to the
Managed Allocation Series: Conservative Portfolio, Moderate-Conservative
Portfolio, Moderate Portfolio, Moderate-Aggressive Portfolio and
Aggressive Portfolio, each a series of the Trust (each a "Portfolio");
andWHEREAS, the Investment Advisory Agreement provides that TAMIC may
engage a duly organized subadviser, to furnish investment information,
services and advice to assist TAMIC in carrying out its responsibilities
under the Investment Advisory Agreement, provided that TAMIC obtains
the consent and approval of the Board of Trustees of the Trust (the
"Board") and a majority of those trustees who are not parties to the
Investment Advisory Agreement or "interested persons" of any party
thereto in accordance with the requirements of the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, TAMIC desires to retain the Subadviser to render asset
allocation services as described in the Prospectus and Statement of
Additional Information to TAMIC in the manner and on the terms set
forth in this Agreement, and the Subadviser desires to provide such
services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, TAMIC and the Subadviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. The Trust desires to employ
its capital relating to the Portfolio by investing and reinvesting in
investments of the kind and in accordance with the investment
objective(s), policies and limitations specified in the prospectus
(the "Prospectus") and the statement of additional information (the
"SAI") filed with the Securities and Exchange Commission (the "SEC")
as part of the Trust's Registration Statement on Form N lA, as may be
periodically amended. In advance of any amendments to Prospectus and
Statement of Additional Information applicable to Subadviser, TAMIC
agrees to provide copies of all prepared amendments and supplements
to the current Prospectus and the SAI. TAMIC will also promptly
provide copies of any procedures adopted by the Board applicable
to the Subadviser and any amendments thereto (the "Board Procedures"),
to the Subadviser on an on going basis. Until TAMIC delivers any such
amendment or supplement or Board Procedures, the Subadviser shall be
fully protected in relying on the last Prospectus and SAI and any
Board Procedures, if any, previously furnished to the Subadviser.
TAMIC shall also inform the Subadviser of the results of any audits
or examinations by regulatory authorities pertaining to the
Subadviser's responsibilities for the Portfolio. XXXXX 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. Pursuant to this
Agreement, the Prospectus, and the Statement of Additional Information,
and subject to the oversight and supervision by XXXXX and the Board,
personnel team members of the Subadviser designated in the Prospectus
as "Portfolio Manager" for purposes of the Prospectus are solely
responsible for the services set forth in Section 2. herein. The
Subadviser's asset allocation decisions will be made based on the
Portfolios made available by TAMIC (the "Underlying Funds") The
Subadviser has not approved the Underlying Funds as suitable
investment options or otherwise. The Subadviser's role is limited
to using its proprietary technology to allocate assets within the
universe of the Underlying Funds taking into consideration the
Portfolio's investment strategy. Periodically, the Subadviser will
re-evaluate asset allocations based upon its proprietary technology
and adjust the allocation consistent with the Portfolio's investment
strategy set forth herein, as appropriate. In doing so, the
Subadviser may also consider factors such as an Underlying Fund's
historical manager performance. Subject to the terms and conditions
of this Agreement, the Subadviser hereby accepts the engagement by
XXXXX in the foregoing capacity and agrees, at the Subadviser's own
expense, to render the services set forth herein and to provide the
office space, furnishings, equipment, and personnel required by the
Subadviser to perform these services on the terms and for the
compensation provided in this Agreement. Except as specified
herein, the Subadviser agrees that it shall not delegate any
material obligation assumed pursuant to this Agreement to any
third party without first obtaining the written consent of both
the Trust and TAMIC.
2. Services as Subadviser
(a) Subject to the supervision, direction and approval
of the Board and TAMIC, the Subadviser shall conduct a continual
program of asset allocation of the Portfolio's assets, and shall,
in its discretion, recommend to TAMIC the allocation of the
Portfolio's assets among the Underlying Funds. Subadviser
acknowledges that it is XXXXX's intention to implement those
recommendations absent unusual circumstances. The Subadviser is
authorized and shall: (a) design a written strategic asset
allocation program based on the Subadviser's strategic asset
allocation forecasts which will be updated on at least an annual
basis and more frequently if necessary as agreed by Subadviser and
TAMIC; (b) using the Subadviser's proprietary optimization
technology, seek to optimize the Portfolio investments consistent
with the performance objective specified by each Portfolio and
TAMIC (i.e. the probability of outperforming a benchmark or target,
minimize expected shortfall to a benchmark or target, or a
combination of these objectives); (c) on a periodic basis provide
the written allocation program to TAMIC or to a third party
authorized by XXXXX; (d) consult with TAMIC periodically regarding
the proposed allocations and review and monitor performance once
the actual allocations are implemented; (e) seek to achieve the
investment objective stated by each Portfolio by investing in the
Underlying Funds selected by TAMIC. The Subadviser has not and
shall not exercise any judgment or discretion in the selection of
the Underlying Funds made available for investment by the Portfolio,
and shall have no responsibility to oversee, monitor or otherwise
direct TAMIC or the activities of the Underlying Funds; (f) the
Subadviser has not and shall not exercise any judgment or
discretion in selecting the portfolio managers of the Underlying
Funds, and shall have no responsibility for overseeing,
monitoring, or otherwise directing any direct or ancillary
activities associated with the conduct of the portfolio managers
of the Underlying Funds.
In connection with the above-referenced activities, XXXXX agrees
to provide the Subadviser with any asset class and Portfolio
constraints.
(b) The Subadviser shall maintain and preserve the records
specified in Section 17 of this Agreement and any other records
related to the Portfolio's transactions as are required under
any applicable state or federal securities law or regulation
including: the 1940 Act, the Securities Exchange Act of 1934,
as amended (the "1934 Act), and the Investment Advisers Act
of 1940, as amended (the "Advisers Act"). TAMIC and the Trust
shall maintain and preserve all other books and records for
the Portfolio as required under such rules. The Subadviser
shall furnish to TAMIC all information relating to the
Subadviser's services hereunder reasonably requested by XXXXX
within a reasonable period of time after TAMIC makes such
request.
(c) The Subadviser
shall comply with Board Procedures, as applicable and any
amendments thereto provided to the Subadviser by TAMIC or the
Trust.
(d) 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 will be provided to TAMIC and the Trust, and
shall institute 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 TAMIC and the Trust upon any reasonable
request.
3. Information and Reports
(a) The Subadviser shall keep the Trust and TAMIC informed of
developments relating to its duties of which the Subadviser has,
or should have, knowledge that would materially affect the
Portfolio. In this regard, the Subadviser shall provide the
Trust, TAMIC, and their respective officers with such periodic
reports concerning the obligations the Subadviser has assumed
under this Agreement as the Trust and TAMIC may from time to
time reasonably request. Additionally, prior to each Board
meeting, the Subadviser will provide TAMIC and the Board with
reports regarding the Subadviser's asset allocation decisions
during the most recently completed quarter which will include
a written certification that its recommendations for the
Portfolio are in compliance with the Portfolio's investment
objectives and investment strategies. The Subadviser also shall
certify quarterly to the Trust and TAMIC that it and its
"advisory persons" (as defined in Rule 17j-1) have complied
materially with the requirements of Rule 17j-1 during the
previous quarter or, if not, explain what the Subadviser has
done to seek to ensure such compliance in the future. Annually,
the Subadviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Subadviser's
Code of Ethics to the Trust and TAMIC. Upon written request of
the Trust or TAMIC with respect to violations of the Code of
Ethics directly affecting the Portfolio, the Subadviser shall
permit representatives of the Trust or TAMIC to examine reports
(or summaries of the reports) required to be made by Rule 17j-1
(d)(1) relating to enforcement of the Code of Ethics.
(b) Each of TAMIC and the Subadviser will provide
the other party with a list, to the best of TAMIC's or the
Subadviser's respective knowledge, of each affiliated person
(and any affiliated person of such an affiliated person) of
TAMIC or the Subadviser, as the case may be, and each of TAMIC
and the Subadviser agrees promptly to update such list whenever
TAMIC or the Subadviser becomes aware of any changes that should
be added to or deleted from the list of affiliated persons.
(c) The Subadviser will also provide TAMIC with any
information reasonably requested for any shareholder report,
amended registration statement, or prospectus supplement to be
filed by the Trust with the SEC. The Subadviser shall promptly
inform the Trust and TAMIC if any information in the Prospectus
or SAI is (or will become) inaccurate or incomplete.
4. Rule 38a-1 Compliance
The Subadviser represents, warrants and agrees that it
has adopted and implemented, and throughout the term of this
Agreement will maintain in effect and implement, policies and
procedures reasonably designed to prevent, detect and correct
violations by the Subadviser and its supervised persons, and,
to the extent the activities of the Subadviser in respect of
the Trust could affect the Trust, by the Trust, of "federal
securities laws" (as defined in Rule 38a-1 under the 1940 Act),
and that the Subadviser has provided the Trust with true and
complete copies of its policies and procedures (or summaries
thereof) and related information requested by the Trust. The
Subadviser agrees to cooperate with periodic reviews by the
Trust's compliance personnel of the Subadviser's policies and
procedures, their operation and implementation and other
compliance matters and to provide to the Trust from time to
time such additional information and certifications in respect
of the Subadviser's policies and procedures, compliance by the
subadviser with federal securities laws and related matters as
the Trust's compliance personnel may reasonably request.
Subadviser agrees to promptly notify TAMIC of any material
compliance violations which affect the Portfolios sub-advised
by Subadviser.
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. See Attachment B.
(b) Selection of Brokers and Dealers. Not applicable.
(c) Soft Dollar Arrangements. Not applicable.
(d) Aggregated Transactions. Not applicable.
7. Compensation
In consideration of the services rendered, the facilities
furnished, and the expenses assumed pursuant to this Agreement,
TAMIC will pay the Subadviser a fee as listed in Attachment A
based on the Portfolio's average daily net assets. The parties
understand that the fee will be calculated daily and paid monthly.
The Subadviser shall have no right to obtain compensation directly
from the Trust or the Portfolio for services provided hereunder
and agrees to look solely to TAMIC for payment of fees due. The
fee for the period from the Effective Date (defined below) of the
Agreement to the end of the month during which the Effective Date
occurs shall be prorated according to the proportion that such
period bears to the full monthly period. Upon any termination
of this Agreement before the end of a month, the fee for such
part of that month shall be prorated according to the proportion
that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Subadviser, the value
of the Portfolio's net assets shall be computed at the times and
in the manner specified in the Prospectus and the SAI, and on days
on which the net assets are not so determined, the net asset value
computation to be used shall be as determined on the immediately
preceding day on which the net assets were determined.
8. Expenses
The Subadviser shall bear all expenses (excluding expenses
to be borne by either the Portfolio or the Trust as described in
the following sentence) in connection with the performance of its
services under this Agreement. The Trust will bear certain other
expenses to be incurred in its operation, including, but not
limited to, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and
expenses of the Trust's trustees who are not "interested persons"
of the Trust; (iv) legal and audit expenses; (v) custodian,
registrar and transfer agent fees and expenses; (vi) fees and
expenses related to the registration and qualification of the
Trust and the Portfolio's shares for distribution under state
and federal securities laws; (vii) expenses of printing and
mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to
holding meetings of the Portfolio's shareholders, including
proxy solicitations therefore; (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.
9. Services to Other Companies or Accounts
XXXXX understands that the Subadviser and its affiliates now act, will
continue to act and may act in the future as investment manager or adviser
to fiduciary and other managed accounts, and as an investment manager or
adviser to other investment companies, including any offshore entities or
private accounts. TAMIC 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. Proxy Voting
TAMIC and not the Subadviser shall be responsible for voting proxies on
securities held by the Portfolio.
11. Affiliated Brokers
Not applicable.
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 May 1, 2005 (the
"Effective Date"), and shall continue for an initial two year term and shall
continue thereafter so long as such continuance is specifically approved at
least annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty,
(i) by the Board or by vote of holders of a majority of the outstanding
shares of the Portfolio upon sixty (60) days' written notice to TAMIC and
Subadviser, (ii) by TAMIC upon 60 days' written notice to the Trust and
Subadviser, or (iii) by Subadviser upon 60 days' written notice to the Trust
and TAMIC. This Agreement will also terminate automatically in the event of
its assignment or in the event of the assignment or termination of the
Investment Advisory Agreement.
(c) Amendment. This Agreement may be amended by the parties only if the
amendment is specifically approved by: (i) a majority of those trustees
who are not parties to this Agreement or "interested persons" of any party
cast in person at a meeting called for the purpose of voting on the
Agreement's
approval; and (ii) if required by applicable law, the vote of a majority of
outstanding shares of the Portfolio.
14. Representations and Covenants of TAMIC
TAMIC represents and covenants to Subadviser as follows:
(a) It is duly organized and validly existing under New York law with
the power to own and possess its assets and carry on its business as the
business is now being conducted.
(b) The execution, delivery and performance by TAMIC of this Agreement are
within TAMIC's powers and have been duly authorized by all necessary limited
liability company action and by the Board of Trustees of the Trust, and no
action by or in respect of, or filing with, any governmental body, agency or
official is required on the part of TAMIC for the execution, delivery and
performance of this Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the parties hereto does not
contravene or constitute a default under (i) any provision of applicable law,
rule or regulation, (ii) TAMIC's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instruments binding
upon TAMIC.
(c) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement.
(d) It has met, and shall continue to seek to meet for the duration of
this Agreement, any other applicable federal or state requirements, or the
applicable requirements of any regulatory of industry self-regulatory agency,
necessary to be met by TAMIC in order to perform the services contemplated
by this Agreement.
(e) It (i) is registered with the SEC as an investment adviser under the
Advisers Act, (ii) is registered and licensed as an investment adviser under
the laws of all jurisdictions in which its activities require it to be so
licensed, and (iii) shall promptly notify the Subadviser of the occurrence of
any event that would disqualify TAMIC from serving as an investment adviser
to an investment company pursuant to Section 9(a) of the 1940 Act.
(f) It acknowledges that it has received a copy of the Subadviser's Form
ADV at least 48 hours prior to the execution of this Agreement and has
delivered a copy of the same to the Trust.
(g) The Trust is registered as an open-end management investment company
under the 1940 Act and that the Trust's shares representing interests in the
Portfolio are registered under the Securities Act of 1933 and under any
applicable state securities laws.
(h) It shall carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including securities law,
governing its activities; (ii) the Portfolio's investment objective,
policies, and restrictions, as set forth in the Prospectus and SAI, as
amended from time to time; and (iii) any policies or directives as the
Board may from time to time establish or issue and communicate to TAMIC
in writing. The Trust shall promptly notify TAMIC in writing of changes
to (ii) or (iii) above, and upon receipt of such notice, TAMIC shall
promptly
notify the Subadviser in writing of such changes to (ii) or (iii) above.
15. Representations and Covenants of the Subadviser
The Subadviser represents and covenants to TAMIC as follows:
(a) It is duly organized and validly existing under Delaware law with
the power to own and possess its assets and carry on its business as this
business is now being conducted.
(b) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized
by all necessary action on the part of its board of directors, and no
action by or in respect of, or filing with, any governmental body, agency
or official is required on the part of the Subadviser for the execution,
delivery and performance of this Agreement by the parties hereto, and the
execution, delivery and performance of this Agreement by the parties hereto
does not contravene or constitute a default under (i) any provision of
applicable law, rule or regulation, (ii) the Subadviser's governing
instruments, or (iii) any agreement, judgment, injunction, order, decree or
other instruments binding upon the Subadviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement.
(d) It has met, and shall continue to seek to meet for the duration of
this Agreement, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services contemplated by this
Agreement.
(e) It (i) is registered with the SEC as an investment adviser under the
Advisers Act, (ii) is registered or licensed as an investment adviser under
the laws of jurisdictions in which its activities require it to be so
registered or licensed, and (iii) shall promptly notify the Trust of the
occurrence of anyevent that would disqualify it from serving as an
investment adviser to an investment company pursuant to Section 9(a)
of the 1940 Act.
(f) It has provided TAMIC with a copy of its Form ADV as most recently
filed
with the SEC and will, promptly after filing any amendment to its Form ADV with
the SEC, furnish a copy of such amendments to TAMIC. The information contained
in the Subadviser's Form ADV is accurate and complete in all material respects
and does not omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made,
not misleading.
(g) It shall carry out its responsibilities under this Agreement in
compliance with (i) federal and state law, including securities law, governing
its activities; (ii) the Portfolio's investment objective, policies, and
restrictions, as set forth in the Prospectus and SAI, as applicable and as
amended from time to time; and (iii) any policies or directives as the Board
may from time to time establish or issue and that are communicated to the
Subadviser in writing. The Trust or TAMIC shall promptly notify the Subadviser
in writing of changes to (ii) or (iii) above.
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 applicable, as
such may be amended from time to time, under the 1940 Act with respect to the
Subadviser's responsibilities hereunder for the Portfolio (the "Portfolio's
Books and Records").
(b) Ownership of Records. The Subadviser agrees that the Portfolio's Books
and Records are the Trust's property and further agrees to surrender promptly
to the Trust or TAMIC the Portfolio's Books and Records upon the request of
the Trust or TAMIC; provided, however, that the Subadviser may retain copies
of the records at its own cost. The Portfolio's Books and Records shall be made
available, within two (2) business days of a written request, to the Trust's
accountants or auditors during regular business hours at the Subadviser's
offices. The Trust, TAMIC or their respective authorized representatives
shall have the right to copy any records in the Subadviser's possession
that pertain to the Portfolio or the Trust. These books, records,
information, or reports shall be made available to properly authorized
government representatives consistent with state and federal law and/or
regulations. In the event of the termination of this Agreement, copies
of the Portfolio's Books and Records shall be returned to the Trust or
TAMIC.
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 TAMIC or the Portfolio or
Trust,
or if this disclosure or use is required by federal or state regulatory
authorities or by a court.
(b) Non-Disclosure Exceptions. The Subadviser may disclose the investment
performance of the Portfolio; provided that the disclosure does not reveal
the identity of TAMIC, the Portfolio, or the Trust. The Subadviser may also
disclose that TAMIC, the Trust and 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,
TAMIC and its respective officers, directors, employees, agents,
representatives
or persons controlled by them (collectively, the "Related Parties") on the
one hand, and the Subadviser and the Subadviser Related Parties on the other
hand, shall not be liable to each other, the Trust or any shareholder of
the Trust for any error or judgment, mistake of law, or any loss arising
out of any investment or other act or omission in the course of, connected
with, or arising out of any services to be rendered under this Agreement,
except that TAMIC, the Subadviser and any respective Related Party shall
be so liable by reason of conduct that constitutes willful misfeasance,
bad faith, or gross negligence in the performance of its duties or by reason
of reckless disregard of its obligations and duties under this Agreement.
(b) Subadviser Indemnity to TAMIC. The Subadviser agrees to indemnify
and defend TAMIC and XXXXX'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
TAMIC or the Trust by the Subadviser or which has been reviewed and
approved by the Subadviser.
(c) TAMIC Indemnity to Subadviser. XXXXX agrees to indemnify and
defend the Subadviser and the Subadviser's Related Parties for any loss,
liability, cost, damage, or expenses (including reasonable investigation
and defense costs and reasonable attorneys fees and costs) arising out
of any claim, demand, action, suit, or proceeding arising out of (i)
TAMIC's conduct that constitutes willful misfeasance, bad faith,
or gross negligence in the performance of its duties or by reason
of reckless disregard of its obligations and duties under this
Agreement, or (ii) any actual or alleged material misstatement
or omission in the Trust's registration statement, any proxy statement,
or other communication to current or prospective investors in the
Portfolio (other than a misstatement or omission relating to disclosure
about the Subadviser or the Subadviser's management of the Portfolio
provided in writing to TAMIC or the Trust by the Subadviser or which
has been 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. 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.
20. Survival
All representations and warranties made by the Subadviser and TAMIC
herein shall survive for the duration of this Agreement and the parties
hereto shall notify each other in writing immediately upon becoming
aware, but in no event later than five (5) days after becoming aware,
that any of the foregoing representations and warranties are no longer
true.
21. Use of Name
The Trust and TAMIC, together with its subsidiaries and affiliates may
use the names "Deutsche Investment Management Americas Inc.," or
"Deutsche Asset Management" or any derivative thereof or logo associated
therewith in offering materials of the Portfolio only with the prior
written approval of the Subadviser and only for so long as this
Agreement or any extension, renewal, or amendment hereof remains
in effect. At such time as this Agreement shall no longer be in effect,
the Trust and TAMIC together with its subsidiaries and affiliates each
agree that they shall cease to use such names or any other name
indicating that it is advised by or otherwise connected with the
Subadviser (except to the extent that the Trust and TAMIC may be required
by law to disclose the former name and/or subadviser of the Portfolio
or disclosure of such former name and/or subadviser is reasonably
necessary to avoid investor confusion), and shall promptly change
its name accordingly.
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 TAMIC serves as investment adviser concerning transactions
for the Portfolio in securities or other assets, other than for purposes
of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1
under the 1940 Act.
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.
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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY, LLC
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
ATTACHMENT A
INVESTMENT SUB-ADVISORY FEES
For the services rendered under this Agreement, TAMIC shall pay Subadviser
an amount equivalent on an annual basis to the following:
Annual Management Fee
..15% on the first $100 million
..10% on the next $400 million
..05% on the amount over $500 million
Minimum annual fee of $1 million across all portfolios
Minimum fee waived for first year, to be in effect beginning June 30, 2006
