ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is hereby made as
of July 1, 2005, by and between Travelers Investment Adviser Inc. ("TIA"), a
Delaware corporation with its principal office in Hartford, Connecticut, and
the Travelers Funds listed and defined in Schedule A (the "Trust").
In consideration of the premises and the mutual promises hereinafter set
forth, TIA and the Trust hereby agree as follows:
1. Appointment. The Trust hereby appoints and employs TIA as administrator to
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provide the services described in this Agreement for the Trust. TIA shall
perform the obligations and the services set forth herein in accordance with
the terms and conditions hereto subject to the overall supervision of the
Trust's Board of Trustees.
2. Services to be Performed
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A. TIA, as administrator as of the date of this Agreement, shall be
responsible for performing general overall supervision and oversight of
all other service providers and their services, including outside
counsel and the Trust's independent auditors, except that any investment
adviser (or subadviser) to the Trust shall be subject only to the direct
supervision and oversight of the Trust's Board of Trustees and, further,
any subadviser to the Trust shall be subject only to the direct
supervision and oversight of the investment adviser and the indirect
supervision and oversight of the Trust's Board of Trustees.
B. TIA shall be responsible for providing, or arranging for the provision
of, the pricing and bookkeeping services commonly referred to as "back
office" services described as follows:
(1) the performance of accounting relating to the Trust, including
preparation of the unaudited and audited financial statements.
(2) The determination of net asset value per share of the outstanding
shares of the Trust and the offering price, if any, at which shares
are to be sold, at the times and in the manner described in the
Trust's current Declaration of Trust, as amended, and the
registration statement of the Trust.
(3) The determination of distributions, if any.
(4) The maintenance of the accounts and records of the Trust, except
for those accounts and records maintained by the Trust's investment
advisers and subadvisers, transfer and dividend disbursing agent,
and custodian, subject to the provisions of subsection 5 of this
Section 2.B and Section 3.
(5) In conjunction with the Trust's custodian, the receipt of
information and maintenance of accounts and records for all
corporate actions, including, but not limited to, cash and stock
distributions or dividends, stock splits and reverse stock splits,
taken by companies whose securities are held by the Trust.
(6) The monitoring of foreign corporate actions and foreign trades,
foreign withholding, and the entering of orders to convert foreign
currency or to establish contracts for future settlement of foreign
currency.
(7) The processing and monitoring of settlement of Variable Rate Demand
Notes, GNMA's and similar instruments.
(8) The monitoring and accounting for futures and options.
(9) The preparation of tax returns on behalf of the Trust.
(10) Compliance monitoring including RIC qualification and 817(h)
diversification.
(11) The performance of, or arranging for the performance of, transfer
agent functions.
(12) The arrangement of daily repurchase agreements on behalf of the
Trust.
C. TIA shall be responsible for administering, or arranging for the
administration of, a program of securities lending for the Trust by:
(1) Carrying out, or arranging for the carrying out, of security loan
transactions between approved borrowers and the Trust, including
assisting the custodian in receiving and returning collateral for
loans;
(2) Marking to market loans outstanding each day; and
(3) Ensuring that the value of collateral for loans is initially 100%
or more of loaned securities at market price and issuing demands
for additional collateral should the percentage fall below 100%.
D. TIA shall not be responsible for any other services provided to the
Trust, including, but not limited, to investment advisory, custody,
legal, and audit, except that TIA may provide necessary clerical
services from time to time.
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The Trust will be responsible for the following expenses, including, but
not limited to, (1) interest and taxes; (2) brokerage commissions and
other costs in connection with the purchase or sale of securities and
other investment instruments; (3) fees and expenses of the Trust's
trustees other than those who are "interested persons" of the Trust,
investment advisers and any subadvisers, (4) legal and audit expenses;
(5) custodian fees and expenses; (6) fees and expenses related to the
registration and qualification of the Trust's shares for distribution
under state and federal securities laws; (7) expenses of printing and
mailing reports and notices and proxy material or information statements
to shareholders of the Trust; (8) all other expenses incidental to
holding meetings of the Trust's shareholders, including proxy
solicitations therefor; (9) insurance premiums for fidelity bond and
other coverage; (10) investment advisory fees; (11) expenses of
typesetting for printing prospectuses and statements of additional
information and supplements thereto, if any; (12) expenses of printing
and mailing prospectuses and statements of additional information and
supplements thereto; and (13) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Trust is a party and any legal obligation that
the Trust may have to indemnify the Trust's trustees, officers and/or
employees or agents with respect thereto.
Operating procedures and standards to be followed for each function may be
established from time to time by agreement between the Trust and TIA.
3. Record Keeping and Other Information. TIA shall create and maintain, or
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cause the creation and maintenance of, all accounts and records required by all
applicable laws, rules and regulations relating to the services to be performed
herein, including but not limited to, all applicable accounts and records
required by Section 31(a) of the Investment Company Act of 1940 ("1940 Act")
and the rules thereunder, as the same be amended from time to time, except that
TIA shall not have any responsibility for any accounts and records required to
be created and maintained by the investment advisers and any subadvisers, the
transfer and dividend disbursing agent, and the custodian. All accounts and
records created and maintained hereunder shall be the property of the Trust and
shall be available for inspection and use by the Trust during regular business
hours. Where applicable, such accounts and records shall be maintained by TIA
for the periods and in the places required by Rule 31a-2 under the 1940 Act.
TIA acknowledges that these records are the property of the Trust.
4. Audits, Inspections and Visits. TIA shall make available during regular
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business hours all accounts and records created and maintained under this
Agreement for reasonable audit and inspection by the Trust, any agent or person
designated by the Trust, or any regulatory agency having authority over the
Trust. Upon reasonable notice by the Trust, TIA shall make available during
regular business hours its facilities and premises employed in connection with
its performance of obligations under this Agreement for reasonable visits by
the Trust, any agent or person designated by the Trust, or any regulatory
agency having authority over the Trust.
5. Appointment of Subadministrators, etc. TIA, at its expense, may at any time
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or times in its discretion appoint (and may at any time remove) one or more
other parties as
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subadministrator, fund accounting agent or transfer agent to perform any or all
of the services specified hereunder and carry out such provisions of this
Agreement as TIA may from time to time direct; provided, however, that the
appointment of any such subadministrator shall not relieve TIA of any of its
responsibilities or liabilities hereunder.
6. Security. TIA represents and warrants that, to the best of its knowledge,
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the various procedures and systems that TIA has implemented with regard to the
safeguarding from loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) of the
Trust's blank checks, certificates, accounts and records and TIA records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate, and that TIA will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. TIA shall review such systems and procedures on a
periodic basis, and the Trust shall have access to review these systems and
procedures.
7. Insurance. TIA shall maintain insurance of the types and in the amounts
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deemed by it to be appropriate and shall notify the Trust should any of its
insurance coverage be changed for any reason. Such notification shall include
the date of change and the reason or reasons therefor. TIA shall notify the
Trust of any material claims against TIA, whether or not they may be covered by
insurance, and shall notify the Trust from time to time as may be appropriate
of the total outstanding claims made by TIA under its insurance coverage. To
the extent that policies of insurance may provide for coverage of claims for
liability or indemnity by the parties set forth in this Agreement, the
contracts of insurance shall take precedence, and no provision of this
Agreement shall be construed to relieve any insurer of any obligation to pay
claims to the Trust, TIA or other insured party that would otherwise be a
covered claim in the absence of any provision of this Agreement.
8. Indemnification.
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A. The Trust shall indemnify and hold TIA harmless against any losses,
claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than
the Trust, including by a shareholder, that names TIA and/or the
Trust as a party and is not based on and does not result from TIA's
gross negligence, willful misfeasance, bad faith or reckless
disregard of its duties, and arises out of or in connection with
TIA performance hereunder, or
(2) any claim, demand, action or suit (except to the extent contributed
to by TIA's gross negligence, willful misfeasance, bad faith or
reckless disregard of its duties) that results from the negligence
of the Trust, or from TIA acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of TIA acting in
reliance with advice reasonably believed by TIA to have been
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given by counsel for the Trust, or as a result of TIA acting in
reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person, provided that the Trust will not pay
any indirect, consequential, or punitive damages.
B. TIA shall indemnify and hold the Trust harmless against any losses,
claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit
brought by any person other than TIA, that names the Trust and/or TIA as
a party and is based upon and arises out of TIA's gross negligence,
willful misfeasance, bad faith or reckless disregard of its duties in
connection with its performances hereunder.
In the event that either party requests the other to indemnify or hold it
harmless hereunder, the party requesting indemnification (the "Indemnified
Party") shall inform the other party (the "Indemnifying Party") of the relevant
facts known to the Indemnified Party concerning the matter in question. The
Indemnified Party shall use reasonable care to identify and promptly to notify
the Indemnifying Party concerning any matter that presents, or appears likely
to present, a claim for indemnification. The Indemnifying Party shall have the
election of defending the Indemnified Party against any claim that may be the
subject of indemnification or of holding the Indemnified Party harmless
hereunder. In the event the Indemnifying Party so elects, it will so notify the
Indemnified Party and thereupon the Indemnifying Party shall take over defense
of the claim and, if so requested by the Indemnifying Party, the Indemnified
Party shall incur no further legal or other expenses related thereto for which
it shall be entitled to indemnify or to being held harmless hereunder;
provided, however, that nothing herein shall prevent the Indemnified Party from
retaining counsel at its own expense to defend any claim. Except with the
Indemnifying Party's prior written consent, the Indemnified Party shall in no
event confess any claim or make any compromise in any matter in which the
Indemnifying Party will be asked to indemnify or hold the Indemnified Party
harmless hereunder.
9. Acts of God, etc. TIA shall not be liable for delays or errors occurring by
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reason of circumstances beyond its control, including but not limited to acts
of civil or military authority, national emergencies, work stoppages, fire,
flood, catastrophe, acts of God, insurrection, war, riot, terrorism, or failure
of communication equipment of common carriers or power supply. In the event of
equipment breakdowns beyond it control, TIA shall, at no additional expense to
the Trust, take reasonable steps to minimize service interruptions and mitigate
their effects but shall have no liability with respect thereto. TIA shall enter
into and shall maintain in effect with appropriate parties one or more
agreements making reasonable provision for emergency use of electronic data
processing equipment.
10. Amendments. TIA and the Trust shall regularly consult with each other
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regarding TIA's performance of its obligations and its compensation hereunder.
In connection therewith, the Trust shall submit to TIA at a reasonable time in
advance of filing with the Securities and Exchange Commission copies of any
amended or supplemented registration statements (including exhibits) under the
Securities Act of 1933, as amended, and the 1940 Act and, a reasonable time in
advance of their proposed use, copies of any amended or supplemented forms
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relating to any plan, program or service offered by the Trust. Any change in
such material that would require any change in TIA obligations hereunder shall
be subject to TIA approval, which shall not be unreasonably withheld. In the
event that a change in such documents or in the procedures contained therein
materially increases the cost to TIA of performing its obligations hereunder,
TIA shall be entitled to receive reasonable compensation therefor.
11. Duration, Termination, etc. Neither this Agreement nor any provisions
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hereof may be changed, waived, discharged or terminated, except by written
instrument that shall make specific reference to this Agreement and that shall
be signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
This Agreement shall continue in effect with respect to the Trust until
terminated by any party on sixty (60) days' written notice given to the other
party, and provided further that this Agreement may be terminated immediately
at any time for cause either by the Trust or by TIA in the event that such
cause remains unremedied for a reasonable period of time not to exceed ninety
(90) days after receipt of written specification of such cause. Any such
termination shall not affect the rights and obligations of the parties under
Paragraph 8 hereof.
Upon the termination hereof, the Trust shall pay to TIA such compensation as
may be due for the period prior to the date of such termination. In the event
that the Trust designates a successor to any of TIA's obligations hereunder,
TIA shall, at the expense and direction of the Trust, transfer to such
successor all relevant books, records and other data established or maintained
by TIA hereunder. To the extent that TIA reasonably incurs expenses related to
a transfer of responsibilities to a successor, TIA shall be entitled to be
reimbursed for such expenses, including any out-of-pocket expenses reasonably
incurred by TIA in connection with the transfer.
12. Liability. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON
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BEHALF OF THE TRUSTEES OF THE TRUST AS INDIVIDUALS AND THAT THE OBLIGATIONS OF
THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS OR
SHAREHOLDERS OF THE TRUST INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS
AND PROPERTY OF THE TRUST. TIA AGREES THAT NO SHAREHOLDER, TRUSTEE, OR OFFICER
OF THE TRUST MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS
OF THE TRUST ARISING OUT OF THIS AGREEMENT. WITH RESPECT TO ANY OBLIGATIONS OF
THE TRUST ARISING OUT OF THIS AGREEMENT, TIA SHALL LOOK FOR PAYMENT OR
SATISFACTION OF ANY OBLIGATION SOLELY TO THE ASSETS AND PROPERTY TO WHICH SUCH
OBLIGATION RELATES AS THOUGH THE TRUST HAD SEPARATELY CONTRACTED WITH TIA BY
SEPARATE WRITTEN INSTRUMENT WITH RESPECT TO THE TRUST.
13. Miscellaneous. Each party agrees to perform such further acts and execute
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such further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof. The captions in this Agreement are intended
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in counterparts, each of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement by their
respective officials thereunto duly authorized and seals to be affixed, in the
case of the Company.
THE TRAVELERS SERIES TRUST
By: /s/ Xxxxxxxxx X. Forget
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Name: Xxxxxxxxx X. Forget
Title: President
TRAVELERS INVESTMENT ADVISER INC.
By: /s/ Xxxxxxxxx X. Forget
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Name: Xxxxxxxxx X. Forget
Title: President
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ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE A
AS OF JULY 1, 2005
THE TRAVELERS SERIES TRUST
AIM Capital Appreciation Portfolio
MFS Total Return Portfolio
Pioneer Strategic Income Portfolio
Salomon Brothers Strategic Total Return Bond Portfolio
Strategic Equity Portfolio
Xxx Xxxxxx Enterprise Portfolio
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