Ex-99.(d)(64)
Exhibit (d)(64)
Form of AMENDMENT TO
SUBADVISORY AGREEMENT
This AMENDMENT, dated as of ______, 2005, amends the Subadvisory
Agreement (as defined below) between Travelers Asset Management International
Company LLC ("TAMIC") (formerly Travelers Asset Management International
Corporation), on behalf of The Travelers Series Trust (the "Trust"), and
Fidelity Management & Research Company (the "Subadviser").
WITNESSETH:
WHEREAS, TAMIC and Subadviser have previously entered into a
subadvisory agreement dated August 1, 1996 with respect to the two portfolios of
the Trust set forth in Appendix A thereto (the "Agreement");
WHEREAS, Travelers Investment Adviser, Inc., an affiliate of TAMIC (and
together with TAMIC, the "Managers") desires to retain Subadviser to act as
subadviser to a third portfolio of the Trust (together with the two portfolios
originally included in the Agreement, the "Portfolios");
WHEREAS, the Managers and Subadviser desire to amend the Agreement as
set forth herein;
NOW THEREFORE, in consideration of the foregoing premises, the Managers
and the Subadviser hereby amend and modify the Agreement:
1. By adding the following at the end of Section 2.3:
On an ongoing basis, but not less often than annually, the Subadviser
shall identify and provide a written description to the Trust and the
Manager of all "soft dollar arrangements that the Subadviser maintains
with respect to each Portfolio or with brokers or dealers that execute
transactions for a Portfolio, and of all research and other services
provided to Subadviser by a broker or dealer (whether prepared by such
broker or dealer or by a third party) as a result, in whole or in part,
of the direction of Portfolio transactions to the broker or dealer.
2. By replacing Section 2.6 in its entirety with the following:
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 Manager of any material compliance violations which
affect a Portfolio.
3. By adding the following new Section 2.8 to read as follows:
2.8 The Subadviser shall be responsible for voting proxies on
securities held by a Portfolio. The Subadviser represents that is has
adopted and implemented written policies and procedures that are, and
are reasonably designed to ensure that the Subadviser will vote
proxies, in compliance with the 1940 Act and the rules and regulations
thereunder. The Subadviser shall provide the Trust in a timely manner
with (1) such records of its proxy voting on behalf of a Portfolio as
necessary for the Trust to comply with the requirements of Form N-PX,
or any successor law, rule, regulation, or SEC position, and (2) such
information as necessary for a summary description of the Subadviser's
proxy voting policies and procedures to be included in the registration
statement with respect to the Trust.
4. By adding the following new Section 3.3 to read as follows:
3.3 For the purposes of certain exemptive rules under the 1940 Act, the
Subadviser shall not consult with any other sub-adviser to a Portfolio
or any sub-adviser to any other portfolio of the Trust, or to any other
investment company or investment company series for which the Manager
serves as investment adviser, concerning transactions for a Portfolio
in securities or other assets (except if any such sub-adviser is an
affiliated person of the Subadviser).
5. By replacing Appendix A to the Agreement in its entirety with
Appendix A attached hereto.
In addition, the parties agree that any reference to Manager herein or
in the Agreement shall mean TAMIC as it applies to the Equity Income Portfolio
and Large Cap Portfolio and TIA as it applies to the Strategic Equity Portfolio.
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed
by a duly authorized representative of each of the parties hereto as of the date
of the Amendment first set forth above.
Travelers Asset Management
International Company LLC
By:____________________________
As:____________________________
Travelers Investment Adviser, Inc.
By:____________________________
As:____________________________
Fidelity Management & Research Company
By:____________________________
As:____________________________
APPENDIX A
The Subadviser shall serve as investment subadviser for the following
portfolios of the Trust.
Equity Income Portfolio
Large Cap Portfolio
Strategic Equity Portfolio
For each Portfolio, the Manager will pay Subadviser, as full
compensation for all services provided under this Agreement, a fee computed
separately for each such Portfolio at an annual rate as follows:
AGGREGATE NET ASSET VALUE OF THE
SUB-ADVISORY FEE PORTFOLIO
0.450% of the first $250,000,000
0.400% of the next $500,000,000
0.350% of amounts over $750,000,000
The fee with respect to each Portfolio shall be based on the average of
the net assets of the Portfolio determined as of the close of business on each
business day throughout the month.
The Subadviser's fee shall be computed monthly, and, within five
business days of the end of each calendar month, the Manager shall transmit to
the Subadviser the fee for the previous month. Payment shall be made in federal
funds wired to a bank account designated by the Subadviser. If this Agreement
becomes effective or terminates before the end of any month, the fee (if any)
for the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month
in which such effectiveness or termination occurs.
The Subadviser agrees to look solely to the Manager for the payment of
the Subadviser's fees arising under this Agreement. In the event that Manager is
more than thirty (30) days late in paying any fee due the Subadviser, the
Subadviser may seek to recover its fee from the Portfolios or from the Trust.
