Exhibit d.13
SUBADVISORY AGREEMENT
TRAVELERS SERIES FUND INC.
Pioneer Strategic Income Portfolio
THIS AGREEMENT is made this 30th day of June, 2003, by and between
Travelers Series Fund Inc. (the "Company"), a corporation organized under the
laws of the State of Maryland, on behalf of the Pioneer Strategic Income
Portfolio (the "Portfolio") Travelers Investment Adviser, Inc. (the "Manager")
and Pioneer Investment Management, Inc. (the "Sub-Adviser"), a member of the
UniCredito Italiano banking group, register of banking groups.
WHEREAS, the Company represents that it is registered under the Investment
Company Act of 1940, as amended (the "1940 Act") as an open-end, diversified
management investment company, consisting of multiple series of investment
portfolios;
WHEREAS, the Manager represents that it is registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act") as an investment adviser
and engages in the business of acting as an investment adviser;
WHEREAS, the Sub-Adviser represents that it is registered under the
Advisers Act as an investment adviser and engages in the business of acting as
an investment adviser;
WHEREAS, the Company represents that its charter authorizes the Board of
Directors of the Company to classify or reclassify authorized but unissued
shares of the Company, and as of the date of this Agreement the Company's Board
of Directors has authorized the issuance of series of shares representing
interests in investment portfolios; and
WHEREAS, the Manager represents that it has entered into a management
agreement dated as of June 2, 1994 with the Company (the "Management
Agreement"), pursuant to which the Manager shall act as manager to the
Portfolio;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Investment Description; Appointment
The Company 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 "Statement")
filed with the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-1A, 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 Directors of the Company (the "Board"). Copies of the Prospectus
and the Statement have been or will be submitted to the Sub-Adviser. The Company
agrees promptly to provide
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copies of all amendments and supplements to the current Prospectus and the
Statement to the Sub-Adviser on an on-going basis. Until the Company delivers
any such amendment or supplement to the Sub-Adviser, the Sub-Adviser shall be
fully protected in relying on the Prospectus and Statement of Additional
Information as previously furnished to the Sub-Adviser. The Company employs the
Manager as the manager to the Portfolio pursuant to the Management Agreement,
and the Company and the Manager desire to employ and hereby appoint the
Sub-Adviser to act as the sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Sub-Adviser
Subject to the supervision, direction and approval of the Board of the
Company and the Manager, the Sub-Adviser shall conduct a continual program of
investment, evaluation and, if appropriate in the view of the Sub-Adviser, sale
and reinvestment of the Portfolio's assets. The Sub-Adviser is authorized, in
its sole discretion and without prior consultation with the Manager, to: (a)
manage the Portfolio's assets in accordance with the Portfolio's investment
objective(s) and policies as stated in the Prospectus and the Statement; (b)
make investment decisions for the Portfolio; (c) place purchase and sale orders
for portfolio transactions on behalf of the Portfolio; and (d) employ
professional portfolio managers and securities analysts who provide research
services to the Portfolio.
In addition,
(i) the Sub-Adviser shall furnish the Fund daily information concerning
portfolio transactions and quarterly and annual reports concerning transactions
and performance of the Portfolio in such form as may be mutually agreed upon,
and the Sub-Adviser agrees to review the Portfolio and discuss the management of
it with the Manager and the Board of Directors of the Company.
(ii) Unless the Manager gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner which it
reasonably believes best serves the interests of the Portfolio's shareholders to
vote or abstain from voting all proxies solicited by or with respect to the
issuers of securities in which assets of the Portfolio may be invested.
(iii) The Sub-Adviser shall maintain and preserve such records related to
the Portfolio's transactions as required under the 1940 Act. The Manager shall
maintain and preserve all books and other records not related to the Portfolio's
transactions as required under the 1940 Act. The Sub-Adviser shall timely
furnish to the Manager all information relating to the Sub-Adviser's services
hereunder reasonably requested by the Manager to keep and preserve the books and
records of the Portfolio. The Sub-Adviser agrees that all records which it
maintains for the Portfolio are the property of the Company and the Sub-Adviser
will surrender promptly to the Company copies of any of such records.
(iv) The Sub-Adviser shall maintain compliance procedures for the
Portfolio that it reasonably believes are adequate to ensure the Portfolio's
compliance with (A) the 1940 Act and the rules and regulations promulgated
thereunder and (B) the Portfolio's investment objective(s)
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and policies as stated in the Prospectus and Statement. 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 has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Company. The Sub-Adviser has policies and
procedures regarding the detection and prevention and 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) When engaging in transactions in securities or other assets for the
Portfolio with any adviser to any other fund or portfolio under common control
with the Portfolio, the Sub-Adviser or any of its "affiliated persons" (as
defined in the Act) will not consult (other than for purposes of complying with
Rule 12d3-1(a) and (b)) with such other adviser.
3. Brokerage
In selecting brokers or dealers (including, if permitted by applicable law,
Xxxxxxx Xxxxx Barney Inc. or any other broker or dealer affiliated with the
Manager or the Sub-Adviser) to execute transactions on behalf of the Portfolio,
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 of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer 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 defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio
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 determines in good faith that such amount of commission is
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 the
Portfolio and/or other accounts over which the Sub-Adviser or its affiliates
exercise investment discretion.
4. Information Provided to the Company and the Manager
The Sub-Adviser shall keep the Company and the Manager informed of
developments materially affecting the Portfolio's holdings, and shall, on its
own initiative, furnish the Company and the Manager from time to time with
whatever information the Sub-Adviser believes is appropriate for this purpose.
5. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Manager will pay the Sub-Adviser an annual fee calculated at the rate of 0.35%
of the Portfolio's average daily
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net assets; the fee is calculated daily and paid monthly. The Sub-Adviser shall
have no right to obtain compensation directly from the Company for services
provided hereunder and agrees to look solely to the Manager 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 the Portfolio's net
assets shall be computed at the times and in the manner specified in the
Prospectus and/or the Statement.
6. Expenses
The Sub-Adviser shall bear all of its own expenses (excluding brokerage
costs, custodian fees, auditors fees or other expenses to be borne by the
Portfolio or the Company) incurred in connection with the performance of its
services under this Agreement. The Portfolio will bear certain other expenses to
be incurred in its operation, including, but not limited to, investment advisory
fees, sub-advisory fees (other than sub-advisory fees paid pursuant to this
Agreement) and administration fees; fees for necessary professional and
brokerage services; costs relating to local administration of securities; fees
for any pricing service; the costs of regulatory compliance; and pro rata costs
associated with maintaining the Company's legal existence and shareholder
relations. All other expenses not specifically assumed by the Sub-Adviser
hereunder or by the Manager under the Management Agreement are borne by the
Portfolio or the Company.
7. Standard of Care
The Sub-Adviser shall exercise its best judgment and shall act in good
faith in rendering the services listed in paragraphs 2 and 3 above. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio or the Manager 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 the Manager, the Company or to the shareholders of the Portfolio 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 reckless disregard of its obligations
and duties under this Agreement.
8. Term of Agreement
This Agreement shall become effective June 30, 2003 (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 of the Company or by vote of holders of a majority
(as defined in the 1940 Act and the rules thereunder) of the outstanding voting
securities of the Portfolio, 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).
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9. Services to Other Companies or Accounts
Nothing in this Agreement will in any way limit or restrict Pioneer or any
of its officers, directors or employees from buying, selling or trading in any
securities for its or their own accounts or other accounts. The Company
understands that the Sub-Adviser now acts, will continue to act and may act in
the future as investment manager or adviser to fiduciary and other managed
accounts, and as investment manager or adviser to other investment companies,
including any offshore entities, or accounts, and the Company has no objection
to the Sub-Adviser's so acting, provided that whenever the Portfolio and one or
more other investment companies or accounts managed or advised by the
Sub-Adviser 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. The Company recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for the Portfolio. Additionally, the Company recognizes that Pioneer, in
effecting transactions for its accounts, may not always be able to take or
liquidate investment positions in the same security at the same time and at the
same price. In addition, the Company 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.
On occasions when Pioneer deems the purchase or sale of a security to be in
the best interest of the Company as well as other clients, Pioneer, to the
extent permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be sold or purchased in order to
obtain the overall best execution and lower the brokerage commissions, if any,
for participating accounts. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by Pioneer in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Company and to such client.
10. Notices
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other parties at such address as such
other parties may designate for the receipt of such notice. Until further notice
to the other parties, it is agreed that the address of each party is as follows:
(a) To the Company:
Travelers Series Fund Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
(b) To the Manager:
Travelers Investment Adviser, Inc.
000 Xxxx Xxxxxx
0
Xxx Xxxx, XX 00000
(c) To the Sub-Adviser:
Pioneer Investment Management, Inc.
00 Xxxxx Xxxxxx
Xxxxxx XX 00000
Attn: General Counsel
11. Representations
The Company represents that a copy of the Articles of Incorporation is on
file with the Secretary of the State of Maryland.
Each of the parties hereto represents that the Agreement has been duly
authorized, executed and delivered by all required corporate action.
The Sub-Adviser confirms that neither it nor any of its "affiliated
persons" (as defined in the 0000 Xxx) are affiliated persons of: (i) the
Manager; (ii) any adviser to the Portfolio or any affiliated person of that
adviser; or (iii) the promoter, underwriter, any officer, board member, member
of an advisory board, or employee of the Portfolio or the Company.
12. Delivery of Part II of Pioneer's ADV
The Company and the Manager hereby acknowledge that they have received from
Pioneer a copy of Part II of Pioneer's Form ADV, at least 48 hours prior to
entering into this Agreement.
13. Use of Name
The Company may use the name "Pioneer," "Pioneer Investments" or "Pioneer
Investment Management, Inc." only as long as this Agreement or any extension,
renewal, or amendment hereof remains in effect. At such times as this Agreement
shall no longer be in effect, the Company shall cease to use such a name or any
other name indicating that it is advised by or otherwise connected with the
Sub-Adviser and shall promptly change its name accordingly. The Company
acknowledges that it has adopted the name "Pioneer Diversified Income Portfolio"
through permission of the Sub-Adviser, and agrees that the Sub-Adviser reserves
to itself and any successor to its business the right to grant the non-exclusive
right to use the aforementioned names or any similar names to any other
corporation or entity, including but not limited to any investment company of
which the Sub-Adviser or any subsidiary or affiliate thereof or any successor to
the business of any thereof shall be the investment adviser.
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If the foregoing is in accordance with your understanding, kindly indicate
your acceptance of this Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
TRAVELERS SERIES FUND INC.
By: /s/ R. Xxx Xxxxxx
------------------------------
Name: R. Xxx Xxxxxx
Title: President
TRAVELERS INVESTMENT ADVISER, INC.
By: /s/R. Xxx Xxxxxx
------------------------------
Name: R. Xxx Xxxxxx
Title: President
Accepted:
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/Xxxx X. Xxxxxxx
------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
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