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EXHIBIT 4(b)
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY, INC.
AND
THE TRAVELERS INVESTMENT MANAGEMENT COMPANY
This Investment Sub-Advisory Agreement (the "Agreement") is entered
into as of May 1, 1998, by and between Travelers Asset Management International
Corporation, a corporation duly organized and existing under the laws of the
State of New York ("TAMIC"), and The Travelers Investment Management Company, a
corporation duly organized and existing under the laws of the state of
Connecticut (the "Sub-Adviser").
WHEREAS, TAMIC has entered into an Investment Advisory Agreement dated
May 1, 1998 (the "Investment Advisory Agreement") with The Travelers Growth and
Income Stock Account for Variable Annuities (hereinafter referred to as
"Account GIS"). A copy of such agreement is attached as Exhibit A hereto,
pursuant to which TAMIC provides investment management and advisory services to
Account GIS; and
WHEREAS, the Investment Advisory Agreement provides that TAMIC may
engage a duly organized sub-adviser, to furnish investment information,
services and advice to assist TAMIC in carrying out its responsibilities under
the Investment Advisory Agreement; and
WHEREAS, TAMIC desires to retain Sub-Adviser to render investment
advisory services to TAMIC in the manner and on the terms set forth in this
Agreement, and the Sub-Adviser desires to provide such investment advisory
services.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, TAMIC and Sub-Adviser agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF TAMIC
TAMIC represents and warrants to the Sub-Adviser as follows:
a. TAMIC is registered with the SEC as an investment adviser
under the Advisers Act;
b. TAMIC is registered and licensed as an investment adviser
under the laws of all jurisdictions in which its activities
require it to be so licensed, except in such jurisdictions
where the failure to be so licensed would not have a material
effect on its business;
c. TAMIC is a corporation duly organized and validly existing
under the laws of the State of New York with the power to own
and possess its assets and carry on its business as it is now
being conducted;
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d. The execution, delivery and performance by TAMIC of this
Agreement are within TAMIC's powers and have been duly
authorized by all necessary action on the part of its
directors, and no action by or in respect of, or filing with,
any governmental body, agency or official is required on the
part of TAMIC for the execution, delivery and performance of
this Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the parties
hereto does not contravene or constitute a default under (i)
any provision of applicable law, rule or regulation, (ii)
TAMIC's Articles of Incorporation or By-Laws, or (iii) any
agreement, judgment, injunction, order, decree or other
instruments binding upon TAMIC;
e. This Agreement is a valid and binding Agreement of TAMIC;
f. TAMIC has provided the Sub-Adviser with a copy of its Form ADV
as most recently filed with the SEC and will, within a
reasonable time after filing any amendment to its Form ADV
with the SEC, furnish a copy of such amendments to the
Sub-Adviser. The information contained in TAMIC's Form ADV is
accurate and complete in all material respects and does not
omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under this they
were made, not misleading;
g. TAMIC acknowledges that it received a copy of the
Sub-Adviser's Form ADV at least 48 hours prior to the
execution of this Agreement and has delivered a copy of the
same to Account GIS; and
2. REPRESENTATIONS AND WARRANTIES OF SUB-ADVISER
The Sub-Adviser hereby represents and warrants to TAMIC that:
a. The Sub-Adviser is registered with the SEC as an investment
adviser under the Advisers Act;
b. The Sub-Adviser 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, except
where the failure to be so licensed would not have a material
adverse effect on its business;
c. The Sub-Adviser is a corporation duly organized and validly
existing under the laws of the Connecticut with the power to
own and possess its assets and carry on its business as it is
now being conducted;
d. The execution, delivery and performance by the Sub-Adviser of
this Agreement are within the Sub-Adviser's powers and have
been duly authorized by all necessary action on the part of
its directors, and no action by or in respect of, or filing
with, any governmental body, agency or official is required on
the part of
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the Sub-Adviser for the execution, delivery and performance of
this Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the parties
hereto does not contravene or constitute a default under (i)
any provision of applicable law, rule or regulation, (ii) the
Sub-Adviser's Articles of Incorporation or By-Laws, or (iii)
any agreement, judgment, injunction, order, decree or other
instruments binding upon the Sub-Adviser;
e. This Agreement is a valid and binding Agreement of the
Sub-Adviser.
f. The Sub-Adviser has provided TAMIC with a copy of its Form ADV
as most recently filed with the SEC and will, promptly after
filing any amendment to its Form ADV with the SEC, furnish a
copy of such amendments to the Sub-Adviser. The information
contained in the Sub-Adviser's form ADV is accurate and
complete in all material respects and does not omit to state
any material fact necessary in order to make the statements
made, in light of the circumstances under which they were
made, not misleading;
g. The Sub-Adviser acknowledges that it received a copy of
TAMIC's Form ADV at least 48 hours prior to the execution of
this Agreement.
3. INVESTMENT DESCRIPTION APPOINTMENT
Account GIS desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the investment(s), policies
and limitations specified in the prospectus (the "Prospectus") and the
statement of additional information (the "SAI") filed with the Securities and
Exchange Commission (the "SEC") as part of Account GIS's Registration Statement
on Form N-3, as amended or supplemented from time to time, and in the manner
and to the extent as may from time to time be approved by the Board of Managers
of Account GIS (the "Board"). TAMIC will supply copies of the Prospectus and
the SAI to the Sub-Adviser promptly after Account GIS's Registration Statement
is declared effective. TAMIC agrees promptly to provide copies of all
amendments and supplements to the current Prospectus and the SAI, and copies of
any procedures adopted by the Board applicable to the Sub-Adviser and any
amendments thereto (the "Board Procedures"), to the Sub-Adviser on an on-going
basis. Until TAMIC delivers any such amendment or supplement or Board
Procedures, the Sub-Adviser shall be fully protected in relying on the
Prospectus and SAI and any Board Procedures, if any, as previously furnished to
the Sub-Adviser. In addition, TAMIC shall furnish the Sub-Adviser with a
certified copy of any financial statement or report prepared for Account GIS by
certified or independent public accountants, and with copies of any financial
statements or reports made by Account GIS to contract owners or to any state or
federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the
results of any audits or examinations by regulatory authorities pertaining to
Account GIS. TAMIC further agrees to furnish the Sub-Adviser with any
materials or information that the Sub-Adviser may reasonably request to enable
it to perform its functions under this Agreement.
TAMIC and Account GIS desires to employ and hereby appoint the
Sub-Adviser to act as the sub-investment adviser to Account GIS. Subject to
the terms and conditions of this
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Agreement, Sub-Adviser accepts the appointment and agrees to furnish the
services for the compensation and for the term set forth below. Except as
specified herein, the Sub-Adviser agrees that it shall not delegate any
material obligation assumed pursuant to this Agreement to any third party
without first obtaining the written consent of both Account GIG and TAMIC.
4. SERVICES AS SUB-ADVISER
Subject to the supervision, direction and approval of the Board and
TAMIC, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in its view, the sale and reinvestment of
Account GIS's assets. The Sub-Adviser is authorized, in its sole discretion
and without prior consultation with TAMIC, to: (a) obtain and evaluate
pertinent economic, financial, and other information affecting the economy
generally and certain companies as such information relates to securities which
are purchased for or considered for purchase in Account GIS; (b) manage Account
GIS's assets in accordance with Account GIS's investment objective(s) and
policies as stated in the Prospectus and the SAI; (c) make investment decisions
for Account GIS; (d) place purchase and sale orders for portfolio transactions
on behalf of Account GIS and manage otherwise uninvested cash assets of Account
GIS; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall
mutually agree upon from time to time; (f) execute account documentation,
agreements, contracts and other documents as the Sub-Adviser shall be requested
by brokers, dealers, counterparties and other persons in connection with its
management of the assets of Account GIS (in such respect, and only for this
limited purpose, the Sub-Adviser shall act as TAMIC's and Account GIS's agent
and attorney-in-fact); (g) employ professional portfolio managers and
securities analysts who provide research services to Account GIS; and (h)
regularly report to TAMIC and to the Board with respect to its subadvisory
activities. The Sub-Adviser shall execute trades, and in general take such
action as is appropriate to effectively manage Account GIS's investment
practices
In addition, (i) the Sub-Adviser shall furnish TAMIC daily information
concerning portfolio transactions and quarterly and annual reports concerning
transactions and performance of Account GIS in such form as may be mutually
agreed upon, and the Sub-Adviser agrees to review Account GIS and discuss the
management of it with TAMIC and Board as either or both shall from time to time
reasonably request.
(ii) Unless TAMIC gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner in
which it reasonably believes best serves the interests of Account GIS's
contract owners to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of Account GIS may be
invested.
(iii) The Sub-Adviser shall maintain and preserve such records
related to Account GIS's transactions as are required under any applicable
state or federal securities law or regulation including: the Investment Company
Act of 1940, as amended (the "1940 Act"), the Securities Exchange Act of 1934,
as amended the "1934 Act"), and the Investment Advisers Act of 1940, as amended
(the "Advisers Act"). TAMIC shall maintain and preserve all books and other
records not related to Account GIS's transactions as required under such rules.
The Sub-Adviser shall timely furnish to TAMIC all information relating to the
Sub-Adviser's services
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hereunder reasonably requested by TAMIC to keep and preserve the books and
records of Account GIS. The Sub-Adviser agrees that all records which it
maintains for Account GIS are the property of Account GIS and the Sub-Adviser
will surrender promptly to Account GIS copies of any such records.
(iv) The Sub-Adviser shall maintain compliance procedures for
Account GIS that it reasonably believes are adequate to ensure Account GIS's
compliance with: (i) the 1940 Act and the rules and regulations promulgated
thereunder, and (ii) Account GIS's investment objective(s) and policies as
stated in the Prospectus and SAI. The Sub-Adviser shall notify TAMIC
immediately upon detection of any material breach of such compliance
procedures. The Sub-Adviser shall maintain compliance procedures that it
reasonably believes are adequate to ensure its compliance with the Investment
Advisers Act of 1940.
(v) The Sub-adviser shall maintain a written code of ethics (the
"Code of Ethics") that it reasonably believes complies with the requirements of
Rule 17j-1 under the 1940 Act, a copy of which it will provide to TAMIC or
Trust upon any reasonable request. The Sub-Adviser shall follow such Code of
Ethics in performing its services under this Agreement. Further, the
Sub-Adviser represents that it has policies and procedures regarding the
detection and prevention of the misuse of material, nonpublic information by
the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and
Securities Fraud Enforcement Act of 1988.
(vi) The Sub-Adviser shall manage the investment and reinvestment
of the assets of Account GIS in a manner consistent with the diversification
requirements of Section 817 and Section 851 of the Internal Revenue Code of
1986, as amended (the "IRC"). The Sub-Adviser will also manage the investments
of Account GIS 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 Company, and any applicable state
securities law or regulation.
(vii) The Sub-Adviser shall submit on a quarterly basis to the Board
and TAMIC a written certification detailing any variation from applicable
investment objectives, practices, policies or procedures, or from its Code of
Ethics.
5. BROKERAGE
In selecting brokers or dealers (including, if permitted by applicable
law and appropriate Board Procedures, any broker or dealer affiliated with
either TAMIC or the Sub-Adviser) to execute transactions on behalf of Account
GIS, the Sub-Adviser will seek the best overall terms available. In assessing
the best overall terms available for any transaction, the Sub-Adviser will
consider factors it deems relevant, including, but not limited to, the breadth
and nature of the market in the security, the price of the security, the size
of the order, the timing of the transaction, the difficulty of the transaction,
the reputation, experience, financial condition and execution capability of the
broker or dealer, the quality of the service and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction, and in
evaluating the best overall terms available, the Sub-Adviser is authorized to
consider the brokerage and research services (as those terms are
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defined in Section 28(e) of the 0000 Xxx) provided to Account GIS and/or other
accounts over which the Sub-Adviser or its affiliates exercise investment
discretion. Nothing in this paragraph shall be deemed to prohibit the
Sub-Adviser from paying an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an
exchange, broker, or dealer would have charged for effecting that transaction,
if the Sub-Adviser determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker, or dealer, viewed in terms of either that
particular transaction or its overall responsibilities with respect to Account
GIS and/or other accounts over which the Sub-Adviser or its Affiliate exercise
investment discretion.
To the extent consistent with the applicable law, Sub-Adviser may
aggregate purchase or sell orders for Account GIS with contemporaneous purchase
or sell orders of other clients of Sub-Adviser or its affiliated persons. In
such event, allocation of Securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by Sub-Adviser in the manner
Sub-Adviser considers to be the most equitable and consistent with its
affiliates' fiduciary obligations to Account GIS and to such other clients.
TAMIC hereby acknowledges that such aggregations of orders may not result in a
more favorable or lower brokerage commissions in all instances.
6. INFORMATION AND REPORTS
(a) TAMIC will provide Sub-Adviser with a list, to the best of
TAMIC's knowledge, of all affiliated persons of TAMIC (and any
affiliated person of such an affiliated person) and will
promptly update the list whenever TAMIC becomes aware of any
additional affiliated persons.
(b) The Sub-Adviser will maintain books and records relating to
its management of Account GIS under its customary procedures
and in compliance with applicable regulations under the 1940
Act and the Advisers Act. Sub-Adviser will permit TAMIC to
inspect such books and records at all reasonable times during
normal business hours, upon reasonable notice. Sub-Adviser
agrees that all records which it maintains for Account GIS are
the property of Account GIS and Sub-Adviser will surrender
promptly to Account GIS copies of any such records upon
request by Account GIS or TAMIC.
(c) Prior to each Board meeting, Sub-Adviser will provide TAMIC
and the Board with reports regarding its management of Account
GIS during the interim period, in such form as may be mutually
agreed upon by Sub-Adviser and TAMIC. Sub-Adviser will also
provide TAMIC with any information regarding its management of
Account GIS required for any Board Meeting, any contract owner
report, amended registration statement or prospectus
supplement filed by Account GIS with the SEC. Sub-Adviser
will submit on a quarterly basis to the Board and TAMIC a
written certification detailing any variation from applicable
investment policies or procedure, or from its Code of Ethics.
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7. COMPENSATION
In consideration of the services rendered pursuant to this Agreement,
TAMIC will pay the Sub-Adviser an annual fee calculated on annual basis to the
following:
Annual Aggregate Net Asset
Sub-Advisory Fee Value of the Account
---------------- --------------------
0.45% of the first $ 700,000,000 plus
0.275% of the next $ 300,000,000 plus
0.25% of the next $ 500,000,000 plus
0.225% of the next $ 500,000,000 plus
0.20% of amounts over $ 2,000,000,000
These fees are calculated daily and paid monthly. The Sub-Adviser shall have
no right to obtain compensation directly from Account GIS for services provided
hereunder and agrees to look solely to TAMIC for payment of fees due. The fee
for the period from the Effective Date (defined below) of the Agreement to the
end of the month during which the Effective Date occurs shall be prorated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of a month, the fee for
such part of that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Adviser, the value of Account GIS's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or the SAI.
8. EXPENSES
The Sub-Adviser shall bear all expenses in connection with the
performance it its services under this Agreement. In no event will the
Sub-Adviser bear brokerage costs, custodian fees, auditors fees or other
expenses to be borne by Account GIS. Account GIS 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 Account GIS's trustees other than those who are
"interested persons" of Account GIS, TAMIC, the Sub-Adviser; (iv) legal and
audit expenses; (v) custodian, registrar and transfer agent fees and expenses;
(vi) fees and expenses related to the registration and qualification of Account
GIS' shares for distribution under state and federal securities laws; (vii)
expenses of printing and mailing reports and notices and proxy material to
contract owners of Account GIS; (viii) all other expenses incidental to holding
meetings of Account GIS's contract owners, including proxy solicitations
therefor; (ix) insurance premiums for fidelity bond and other coverage; (x)
investment management fees; (xi) expenses of typesetting for printing
prospectuses and statements of additional information and supplements thereto;
(xii) expense of printing and mailing prospectuses and statements of additional
information and supplements thereto; and (xiii) such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which Account GIS is a party and legal obligations that
Account GIS may have to indemnify Account GIS's trustees, officers and/or
employees or agents with respect thereto. Account GIS shall assume all
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other expenses not specifically assumed by the Sub-Adviser or by TAMIC under
the Investment Advisory Agreement entered into between TAMIC and Account GIS.
9. STANDARD OF CARE
The Sub-Adviser shall exercise reasonable care in a manner consistent
with applicable federal and state laws and regulations in rendering the
services it agrees to provide under this Agreement. Neither the Sub-Adviser
nor its officers, directors, employees, agents, affiliated person, legal
representatives or persons controlled by it (collectively, the "Related
Persons") shall be liable for or subject to any damages, expenses, or losses in
connection with any error of judgment or mistake of law or for any loss
suffered by Account GIS or TAMIC or any contract owner, director, trustee or
officer thereof, in connection with the matters to which this Agreement
relates, provided that nothing in this Agreement shall be deemed to protect or
purport to protect the Sub-Adviser against any liability to TAMIC, Account GIS
or to the contract owners of Account GIS to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Sub-Adviser's disregard of its obligations and duties under this Agreement.
10. LIMITATION OF LIABILITY
Except as may otherwise be provided by the 1940 Act or federal
securities laws, neither TAMIC or Sub-Adviser, nor any of their officers,
directors, employees or agent, shall be subject to any liability or subject to
any damages, expenses, or losses in connection with any error of judgment,
mistake of law, or any loss to each other or Account GIS arising out of any
investment or other act or omission in the course of, connected with, or
arising out of any services to be rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement. TAMIC shall hold harmless and indemnify
Sub-Adviser against any loss, liability, claim, cost, damage or expense
(including reasonable investigation and defense costs and reasonable attorneys
fees and costs) arising by reason of any matter to which this Agreement relates
unless the Sub-Adviser is negligent in the performance of its duties or it has
reckless disregard of its obligations and duties under this Agreement. The
Sub-Adviser shall hold harmless Account GIS and TAMIC for any loss, liability,
cost, damage, or expenses arising from any claim resulting from the
Sub-Adviser's negligence in connection with the performance of its duties or
the reckless disregard of its obligations and duties under this Agreement.
Promptly after receipt by a party seeking to be indemnified under this
Section 10 (the "Indemnified Party") of notice of the commencement of any
action, the Indemnified Party shall, if a claim in respect thereof is to be
made against a party against whom Indemnification is sought under this Section
10 (the "Indemnifying Party"), notify the Indemnifying Party in writing of the
commencement thereof; but the omission to notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability which it may have to any
Indemnified Party otherwise than under the provisions hereof, and shall relieve
it from liability hereunder only to the extent that such omission results in
the forfeiture by the Indemnifying Party of rights or defenses with respect to
such action.
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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 it has previously approved the
settlement or it has been notified of such claim or demand and has failed to
provide a defense in accordance with the provisions hereof. In the event that
any proceeding against the Indemnified Party shall be commenced by the
Indemnified Party in connection with this Agreement, or the transactions
contemplated hereunder, and such proceedings shall be finally determined by a
court of competent jurisdiction in favor of the Indemnifying Party, the
Indemnified Party shall be liable to the Indemnifying Party for any reasonable
attorney's fees and court costs relating to such proceedings.
The indemnifications provided in this Section 10 shall survive the
termination of this Agreement.
11. TERM OF AGREEMENT
This Agreement shall become effective May 1, 1998, (the "Effective
Date") and shall continue for an initial two-year term and shall continue
thereafter so long as such continuance is specifically approved at least
annually as required by the 1940 Act. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board or by vote of holders of a
majority (as defined in the 1940 Act and the rules thereunder) of the
outstanding voting securities of Account GIS, or upon 60 days' written notice,
by the Sub-Adviser. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).
If the Board of Managers fails to approve the Agreement or any
continuance of the Agreement, Sub-Adviser will continue to act as investment
sub-adviser with respect to Account GIS pending the required approval of the
Agreement or its continuance or of any contract with Sub-Adviser or a different
adviser or subadviser or other definitive action, provided that the
compensation received by Sub-Adviser during such period is in compliance with
Rule 15a-4 under the Investment Company Act.
12. SERVICES TO OTHER COMPANIES OR ACCOUNTS
TAMIC understands that the Sub-Adviser and its affiliates act, will
continue to act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, as an investment manager or adviser to
other investment companies, including any offshore entities, or accounts.
TAMIC has no objection to the Sub-Adviser and its affiliates so acting,
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provided that whenever Account GIS and one or more other investment companies
or accounts managed or advised by the Sub-Adviser 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. TAMIC recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for Account GIS. In
addition, TAMIC understands that the persons employed by the Sub-Adviser to
assist in the performance of the Sub-Adviser's duties under this Agreement will
not devote their full time to such service and nothing contained in this
Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or
any affiliate of the Sub-Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. This
Agreement shall not in any way limit or restrict Sub-Adviser or any of its
directors, officers, employees, or agents from buying, selling or trading any
securities or other investment instruments for its or their own account or for
the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by
Sub-Adviser of its duties and obligations under this Agreement.
13. 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.
14. COMPLIANCE WITH APPLICABLE LAW
The Subadviser agrees to conduct itself in a manner consistent with applicable
laws and regulations, including but not limited to Sections 2a-7, 5(b), 12, 17,
18, and 36 of the 1940 Act. The Subadviser shall ensure that its activities
are conducted in a manner consistent with a Code of Ethics maintained pursuant
to Section 17j-1 of the 1940 Act. The Subadviser also agrees that it shall
conduct its activities in a manner consistent with any No-Action Letter, order
or rule promulgated by the SEC applicable to Account GIS.
15. MISCELLANEOUS
This Agreement may be signed in one or more counterpart.
Each party to this Agreement represents and warrants that it is
validly existing and taken all necessary action to obtain the requisite
authority to enter into this Agreement and to perform the duties contemplated
herein.
This Agreement shall be governed by the laws of the State of
Connecticut.
Each party agrees to comply with all applicable reporting requirements
pursuant to state and federal laws and regulations.
All representations and warranties made by the Sub-Adviser and TAMIC
herein shall survive for the duration of this Agreement and the parties hereto
shall immediately notify, but in
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Investment
Sub-Advisory Agreement to be signed by their respective officials thereunto
duly authorized as of the day and year first above written.
Travelers Asset Management International Corporation
By:
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Its:
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The Travelers Investment Management Company
By:
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Its:
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