SUBADVISORY AGREEMENT
XXXXX XXXXXX/TRAVELERS SERIES FUND INC.
(AIM Capital Appreciation Portfolio)
THIS AGREEMENT is made this 10th day of October, 1995, by and between
Xxxxx Xxxxxx/Travelers Series Fund Inc. (the "Company"), a corporation
organized under the laws of the State of Maryland, on behalf of the AIM
Capital Appreciation Portfolio (the "Portfolio"), Xxxxx Xxxxxx Mutual Funds
Management Inc. (the "Manager") and A I M Capital Management, Inc. (the "Sub-
Adviser").
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 October 10, 1995 with the Company (the "Management
Agreement"), pursuant to which the Manager shall act as manager with respect
to the Portfolio;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof 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 Registration Statement, Prospectus and the Statement have been or will be
provided to the Sub-Adviser. The Company agrees promptly to provide copies of
all amendments and supplements to the current Registration Statement,
Prospectus and the Statement to the Sub-Adviser on or before the effective
date thereof 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 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 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 Manager 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 by the Manager and the Sub-Adviser, and the Sub-Adviser
agrees to review the Portfolio and discuss the management thereof with the
Manager and the Board.
(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) 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 Advisers Act.
(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.
3. Brokerage
The Sub-Adviser is responsible for decisions to buy and sell securities
for the Portfolio, broker-dealer selection, and negotiation of brokerage
commission rates. The Sub-Adviser's primary consideration in effecting a
security transaction will be executed at the most favorable price. In
selecting a broker-dealer to execute each particular transaction, the Sub-
Adviser will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the broker-
dealer, the size of and difficulty in executing the order; and the value of he
expected contribution of the broker-dealer to the investment performance of
the portfolio on a continuing basis. Accordingly, the price to the Portfolio
in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of
the portfolio execution services offered. Subject to such policies as the
Board may from time to time determine, the Sub-Adviser shall not be deemed to
have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of its having caused the Portfolio to pay a
broker or dealer that provides brokerage and research services (as those terms
are defined in Section 28 (e) of the Securities Exchange Act of 1934) to the
Sub-Adviser an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if the Sub-Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction of the
Sub-Adviser's overall responsibilities with respect to the Portfolio, and to
the other clients of the Sub-Adviser as to which the Sub-Adviser exercises
investment discretion. The Sub-Adviser is further authorized to allocate the
orders placed by it on behalf of the Portfolio to such brokers and dealers who
also provide research or statistical material, or other services to the
Portfolio or to the Sub-Adviser. Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine and the Sub-Adviser will report
on said allocations regularly to the Board indicating the brokers to whom such
allocations have been made and the basis therefor.
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
0.375% of the Portfolio's average daily 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 expenses incurred by it 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, its officers, directors and employees shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio,
any shareholder of 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 October 10, 1995 (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 (the term "assignment" having the meaning
defined in Section 2(a)(4) of the 1940 Act and the rules thereunder).
9. Services to Other Companies or 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. 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.
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:
Xxxxx Xxxxxx/Travelers Series Fund Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
(b) To the Manager:
Xxxxx Xxxxxx Mutual Funds Management Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
(c) To the Sub-Adviser:
A I M Capital Management, Inc.
President
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
cc 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.
12. Use of Name
The Company may use the names "AIM Capital Management, Inc.", "AIM
Capital Management", "AIM Capital", "AIM Capital Appreciation Portfolio", or
"AIM" only for so 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 names 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 "AIM Capital Appreciation 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.
13. Severability
If any provision of this Agreement is found to be unenforceable, then
this Agreement shall be deemed to be amended by modifying such provision to
the extent necessary to make it legal and enforceable while preserving its
intent. The remainder of this Agreement shall not be affected by such
modification.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in triplicate by their respective officers on the day and year first
written above.
XXXXX XXXXXX/TRAVELERS SERIES FUND INC.
Attest:
By:
XXXXX XXXXXX MUTUAL FUNDS MANAGEMENT
INC.
Attest:
By:
A I M CAPITAL MANAGEMENT INC.
Attest:
By:
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