SUB-ADMINISTRATION AGREEMENT
Agreement dated as of July 1, 2005 by and between State Street Bank and
Trust Company, a Massachusetts trust company (the "Sub-Administrator") and
Travelers Investment Adviser, Inc., a Delaware corporation, (the
"Administrator").
WHEREAS, the Administrator has entered into an Administration Agreement,
dated July 1, 2005, with The Travelers Series Trust, a Massachusetts business
trust ("Administration Agreement"), concerning the provision of administrative
services for those certain investment portfolios of The Travelers Series Trust
identified on Schedule A hereto, as such Schedule A shall be amended from time
to time (referred to herein as the "Fund");
WHEREAS, the Administrator wishes to contract with the Sub-Administrator to
provide certain administrative, accounting and compliance services with respect
to the Fund, and the Sub-Administrator is willing to perform such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Administrator and the Sub-Administrator as
follows:
1. APPOINTMENT OF SUB-ADMINISTRATOR
The Administrator hereby appoints the Sub-Administrator to act as
sub-administrator to the Fund for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Sub-Administrator accepts such appointment and agrees to render the services
stated herein.
In the event that the Administrator with respect to the Fund wishes to
retain the Sub-Administrator to act as sub-administrator hereunder with respect
to additional portfolios or funds ("Additional Funds"), hereinafter established
by the Fund, the Sub-Administrator shall be notified in writing by the
Administrator with respect to the Additional Fund. Upon written acceptance by
the Sub-Administrator, such Additional Fund shall become subject to the
provisions of this Agreement to the same extent as the existing Fund, except to
the extent that such provisions (including those relating to the compensation
and expenses payable by the Fund) may be modified in writing by the
Administrator and the Sub-Administrator at the time of the addition of the
Additional Fund.
2. DELIVERY OF DOCUMENTS
The Administrator will cause the Fund to promptly deliver to the
Sub-Administrator copies of each of the following documents and all future
amendments and supplements, if any:
a. The Fund's Declaration of Trust and by-laws;
b. The Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act
and the Fund's Prospectus(es) and Statement(s) of Additional Information
relating to all portfolios and all amendments and supplements thereto as
in effect from time to time;
c. Certified copies of the resolutions of the Board of Trustees of the Fund
(the "Board") authorizing (1) the Fund to enter into this Agreement and
(2) certain individuals on behalf of the Fund to (a) give instructions
to the Administrator pursuant to this Agreement and (b) sign checks and
pay expenses;
d. A copy of the investment advisory agreement between the Fund and its
investment adviser; and
e. Such other certificates, documents or opinions which the Administrator
may, in its reasonable discretion, deem necessary or appropriate in the
proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADMINISTRATOR
The Sub-Administrator represents and warrants to the Administrator that:
a. It is a Massachusetts trust company, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business in The
Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform its
duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or be
in material conflict with any other agreement or obligation of the
Administrator or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator severally represents and warrants to the Sub-Administrator
that:
a. It is a corporation, duly organized, existing and in good standing under
the laws of State of Delaware;
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b. It has the corporate power and authority under applicable laws and by
its charter and by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into
and perform this Agreement;
d. The Fund is an investment company properly registered under the 1940 Act;
e. The Fund has filed a registration statement under the 1933 Act and the
1940 Act and the registration statement will be effective and remain
effective during the term of this Agreement and that as of the effective
date of this Agreement, all necessary filings under the securities laws
of the states in which the Fund offers or sells its shares have been
made, if necessary;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform its
duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be
in material conflict with any other agreement or obligation of the Fund
or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the Fund is
authorized to issue an unlimited number of shares of beneficial interest.
5. ADMINISTRATION SERVICES
The Sub-Administrator shall provide the following services, subject to the
control, supervision, authorization and direction of the Administrator and, in
each case where appropriate, the review and comment by the Fund's auditors and
legal counsel and in accordance with procedures which may be established from
time to time between the Administrator and the Sub-Administrator:
a. Prepare for review and approval by officers of the Fund financial
information contained within the Fund's semi-annual and annual
shareholder reports, Form N-Q reports and other quarterly reports (as
mutually agreed upon), including tax footnote disclosures where
applicable;
b. Coordinate the audit of the Fund's financial statements by the Fund's
independent accountants, including the preparation of supporting audit
workpapers and other schedules, and make such reports and
recommendations to the Board concerning the performance of the
independent accountants as the Board may reasonably request;
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c. Prepare for review by an officer of the Fund the Fund's periodic
financial reports required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR and financial information required by
Form N-1A, Form N-CSR and such other reports, forms or filings as may be
mutually agreed upon;
d. Prepare for review by an officer of the Fund annual fund expense
budgets, perform accrual analyses and rollforward calculations and
recommend changes to fund expense accruals on a periodic basis, arrange
for payment of the Fund's expenses, review calculations of fees paid to
the Fund's investment adviser, custodian, fund accountant, distributor,
if any, and transfer agent, and obtain authorization of accrual changes
and expense payments;
e. Provide periodic testing of portfolios with respect to compliance with
Internal Revenue Code mandatory qualification requirements, the
requirements of the 1940 Act and the Fund's prospectus limitations as
may be mutually agreed upon, including quarterly compliance reporting to
the Fund's officers as well as preparation of Board compliance materials;
f. Prepare and disseminate vendor survey information;
g. Prepare and coordinate the filing of Rule 24f-2 notices, including
coordination of payment;
h. Provide sub-certificates in connection with the certification
requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the
services provided by State Street;
i. Maintain certain books and records of the Fund as required under Rule
31a-1(b) of the 1940 Act, as may be mutually agreed upon;
j. Consult with the Fund's officers, independent accountants, legal
counsel, custodian, fund accountant, distributor, and transfer agent in
establishing the accounting policies of the Fund;
k. Prepare agenda and background materials for Board and Committee
meetings, make presentations at Board and Committee meetings where
appropriate, prepare minutes and follow-up on matters raised at Board
and Committee meetings and attend shareholder meetings and prepare
minutes;
l. Prepare for filing with the SEC Form N-CSR;
m. File with the SEC Form N-PX;
n. Maintain general Board calendars and regulatory filings calendars;
o. Maintain copies of the Fund's charter and by-laws;
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p. Act as liaison to legal counsel to the Fund if desired and, where
applicable, to legal counsel to the Fund's independent Board members;
q. Assist in developing guidelines and procedures to improve overall
compliance by the Fund;
r. Assist the Fund in the handling of routine regulatory examinations and
work closely with the Fund's legal counsel in response to any
non-routine regulatory matters;
s. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Fund, update the Board and
the investment adviser on those developments and provide related
planning assistance where requested or appropriate;
t. Prepare performance information such as before and after-tax total
returns;
u. Coordinate with insurance providers, including soliciting bids for
Directors & Officers/Errors & Omissions insurance and fidelity bond
coverage, file fidelity bonds with the SEC and make related Board
presentations;
v. Compute tax basis provisions for both excise and income tax purposes;
w. Prepare each Fund's federal, state, and local income tax returns and
extension requests for review by the Fund's independent accountants and
execution by the Fund's treasurer; and file tax returns, including
Form 1120-RIC, Form 8613 and Form 1099-MISC; Coordinate Form 1099-DIV
mailings on the Form 1099-DIV;
x. Review periodic income distribution calculations and annual minimum
distribution calculations (income and capital gain) prior to their
declaration; and
y. Supply the Fund with officers, as necessary.
The Sub-Administrator shall perform such other services for the Fund that
are mutually agreed to by the parties from time to time, for which the Fund
will pay such fees as may be mutually agreed upon, including the
Sub-Administrator's reasonable out-of-pocket expenses. The provision of such
services shall be subject to the terms and conditions of this Agreement.
The Sub-Administrator shall provide the office facilities and the personnel
determined by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Sub-Administrator shall receive from the Administrator with respect to
the Fund such compensation for the Sub-Administrator's services provided
pursuant to this Agreement as may be agreed to from time to time in a written
fee schedule approved by the parties and initially set forth in the Fee
Schedule to this Agreement. The fees are accrued daily and billed monthly and
shall be
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due and payable promptly after receipt of the invoice. Upon the termination of
this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which
such part bears to the full monthly period and shall be payable upon the date
of termination of this Agreement. In addition, the Administrator shall
reimburse the Sub-Administrator for its out-of-pocket costs incurred in
connection with this Agreement, as may be agreed to by the parties from time to
time.
The Administrator agree promptly to reimburse the Sub-Administrator for any
equipment and supplies specially ordered by or for the Fund or the
Administrator through the Sub-Administrator and for any other expenses not
contemplated by this Agreement that the Sub-Administrator may incur on the
Fund's or on the Administrator's behalf or at the Fund's or the Administrator's
request or with the Administrator's consent.
The Fund will bear all expenses that are incurred in its operation and not
specifically assumed by the Sub-Administrator. Expenses to be borne by the
Fund, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment
company and other reports and materials prepared by the Sub-Administrator under
this Agreement); cost of any services contracted for by the Fund directly from
parties other than the Sub-Administrator; cost of trading operations and
brokerage fees, commissions and transfer taxes in connection with the purchase
and sale of securities for the Fund; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to, legal
and accounting fees, proxy filing fees and the costs of preparation and XXXXX
filing, printing and mailing of any proxy materials; costs incidental to Board
meetings, including fees and expenses of Board members; the salary and expenses
of any officer, director\trustee or employee of the Fund, other than employees
of the Administrator; costs incidental to the preparation and XXXXX filing,
printing and distribution of the Fund's registration statements and any
amendments thereto and shareholder reports; cost of typesetting and printing of
prospectuses; cost of preparation (excluding preparation as provided in
Section 5) and filing of the Fund's tax returns, Form N-1A or N-2, Form N-CSR,
Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and
amendments associated with applicable federal and state tax and securities
laws; all applicable registration fees and filing fees required under federal
and state securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the
Fund's net asset values.
The Sub-Administrator is authorized to and may employ or associate with such
person or persons as the Sub-Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Sub-Administrator
and that the Sub-Administrator shall be as fully responsible to the Fund for
the acts and omissions of any such person or persons as it is for its own acts
and omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Sub-Administrator may apply to any officer of the Fund or
to the Administrator for instructions and may consult with its own legal
counsel at its own expense or
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outside counsel for the Fund or the independent accountants for the Fund at the
expense of the Fund, with respect to any matter arising in connection with the
services to be performed by the Sub-Administrator under this Agreement. The
Sub-Administrator shall not be liable, and shall be indemnified by the
Administrator, for any action taken or omitted by it in good faith in reliance
upon any such instructions or advice or upon any paper or document reasonably
believed by it to be genuine and to have been signed by the proper person or
persons. The Sub-Administrator shall not be held to have notice of any change
of authority of any person until receipt of written notice thereof from the
Fund or from the Administrator. Nothing in this paragraph shall be construed as
imposing upon the Sub-Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Sub-Administrator shall be responsible for the performance of only such
duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers.
The Sub-Administrator shall have no liability in respect of any loss, damage
or expense suffered by the Administrator insofar as such loss, damage or
expense arises from the performance of the Sub-Administrator's duties hereunder
in reliance upon records that were maintained for the Fund by entities other
than the Sub-Administrator prior to the Sub-Administrator's appointment as
sub-administrator for the Fund.
The Sub-Administrator shall have no liability for any error of judgment or
mistake of law or for any loss or damage resulting from the performance or
nonperformance of its duties hereunder unless solely caused by or resulting
from the bad faith, negligence, willful misconduct or reckless disregard of the
duties and obligations of the Sub-Administrator, its officers or employees. The
Sub-Administrator shall not be liable for any special, indirect, incidental, or
consequential damages, of any kind whatsoever (including, without limitation,
attorneys' fees) under any provision of this Agreement. In any event, for any
liability or loss suffered by the Administrator on behalf of any Fund
including, but not limited to, any liability relating to qualification of any
Fund as a regulated investment company or any liability relating to the Fund's
compliance with any federal or state tax or securities statute, regulation or
ruling, the Sub-Administrator's liability under the Agreement shall be limited
to such amount as may be agreed upon from time to time between the parties
hereto.
Except as may arise from the Sub-Administrator's bad faith, negligence,
willful misconduct or reckless disregard of its duties and obligations under
this Agreement, the Sub-Administrator shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, work stoppage, power or other mechanical
failure, computer virus, natural disaster, governmental action or communication
disruption.
The Administrator shall indemnify and hold the Sub-Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Sub-Administrator resulting from any claim,
demand, action or suit in connection with the Sub-
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Administrator's acceptance of this Agreement, any action or omission by it in
the performance of its duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly authorized by
Administrator or the Fund, provided that this indemnification shall not apply
to actions or omissions of the Sub-Administrator, its officers or employees in
cases of its or their own bad faith, negligence, willful misconduct or reckless
disregard of their duties and obligations.
The Administrator will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Administrator elects to assume the defense of any such suit and
retain counsel, the Sub-Administrator or any of its affiliated persons, named
as defendant or defendants in the suit, may retain additional counsel but shall
bear the fees and expenses of such counsel unless (i) the Administrator shall
have specifically authorized the retaining of such counsel or (ii) the
Sub-Administrator shall have determined in good faith that the retention of
such counsel is required as a result of a conflict of interest.
The indemnification contained herein shall survive the termination of this
Agreement.
9. CONFIDENTIALITY
The Sub-Administrator agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all securities, tax,
commodities and other laws, rules and regulations applicable to it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Administrator agrees that all records which it maintains for the Fund shall
at all times remain the property of the Fund, shall be readily accessible
during normal business hours, and shall be promptly surrendered upon the
termination of the Agreement or otherwise on written request. The
Sub-Administrator further agrees that all records which it maintains for the
Fund pursuant to Rule 31a-1 under the 1940 Act will be preserved for the
periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are
earlier surrendered as provided above. Records shall be surrendered in usable
machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Sub-Administrator to the Fund are not to be deemed
exclusive, and the Sub-Administrator shall be free to render similar services
to others. The Sub-Administrator shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized
by the Fund or the Administrator from time to time, have no authority to act or
represent the Fund or the Administrator, respectively, in any way or otherwise
be deemed an agent of the Fund or the Administrator.
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12. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date first written above
and shall remain in full force and effect until December 31, 2006 and
shall automatically continue in full force and effect after such initial
term unless either party terminates this Agreement by written notice to
the other party at least sixty (60) days prior to the expiration of the
initial term.
(b) Either party may terminate this Agreement at any time after the initial
term upon at least sixty (60) days' prior written notice to the other
party. Termination of this Agreement with respect to any given Fund
shall in no way affect the continued validity of this Agreement with
respect to any other Fund.
(c) If this Agreement is terminated as to any Additional Fund, or if any
such Additional Fund is closed, in each case within two (2) years of
such Additional Fund being added to Schedule A, then the Administrator
shall repay any previously waived minimum fees up to a maximum of
$40,000 per year and/or prorated for the two year period to the
Administrator.
(d) Upon termination of this Agreement, the Administrator shall pay to the
Sub-Administrator such compensation and any reimbursable expenses as may
be due under the terms hereof as of the date of such termination,
including reasonable out-of-pocket expenses associated with such
termination.
(e) This Agreement may be modified or amended from time to time by mutual
written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this Agreement
to be given to either party shall be in writing and deemed to have been given
when delivered in person or by confirmed facsimile, or posted by certified
mail, return receipt requested, to the following address (or such other address
as a party may specify by written notice to the other): if to the
Administrator: 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Attn:
Xxxxxxxxx X. Forget, fax: 000.000.0000, if to the Sub-Administrator: State
Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, XX 00000-0000, Attn: Fund
Administration Legal Department, fax: 000-000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party.
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15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Administrator and the Sub-Administrator and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties hereto
with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the balance
of the Agreement shall remain in effect, and if any provision is inapplicable
to any person or circumstance it shall nevertheless remain applicable to all
other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding, whether or
not the original is in existence and whether or not such reproduction was made
by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
21. FUND MATTERS
The words "The Travelers Series Trust" and "Trustees" or "Board of Trustees"
used herein refer respectively to the Fund created and the Trustees, as
trustees of the Fund but not individually or personally acting from time to
time under the respective Agreement and Declaration of Trust which is hereby
referred to and the respective copy of which is on file at the office of the
Secretary of State of the Commonwealth of Massachusetts and at the principal
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office of the Fund. The obligations of "The Travelers Series Trust" entered
into the name or on behalf thereof by any of the Trustees, officers,
representatives or agents of the Fund are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Fund personally, but bind only the
Fund property, and all persons dealing with any class of shares of the Fund
must look solely to the Fund's property belonging to such class for the
enforcement of any claims against the Fund.
21. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
TRAVELERS INVESTMENT ADVISER, INC. STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxxxx X. Forget By: /s/ Xxxx X. Xxxxxx
-------------------------------- ------------------------------
Name: Xxxxxxxxx X. Forget Name: Xxxx X. Xxxxxx
Title: President Title: Senior Vice President
Date: July 1, 2005 Date: July 1, 2005
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SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
AS OF JULY 1, 2005
THE TRAVELERS SERIES TRUST
1. AIM Capital Appreciation Portfolio
2. MFS Total Return Portfolio
3. Pioneer Strategic Income Portfolio
4. Salomon Brothers Strategic Total Return Bond Portfolio
5. Strategic Equity Portfolio
6. Xxx Xxxxxx Enterprise Portfolio
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