EXHIBIT (D)(38)
TRAVELERS SERIES TRUST - FEDERATED STOCK PORTFOLIO
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Effective as of January 1, 2004
THIS AMENDMENT is made part of the Investment Sub-Advisory Agreement
dated as of August 1, 1996 (the "Agreement") for the Federated Stock Portfolio,
a portfolio of TRAVELERS SERIES TRUST (the "Trust"), between TRAVELERS ASSET
MANAGEMENT INTERNATIONAL COMPANY LLC, formerly Travelers Asset Management
International Corporation (the "Adviser"), and FEDERATED INVESTMENT MANAGEMENT
COMPANY, a Delaware statutory trust and successor to Federated Investment
Counseling (the "Subadviser"), and is consented to by FEDERATED EQUITY
MANAGEMENT COMPANY OF PENNSYLVANIA, a Delaware Statutory trust ("FEMCOPA");
WHEREAS, as part of an internal reorganization, the Subadviser wishes
to transfer the portion of its mutual fund investment advisory business relating
to the Agreement to FEMCOPA and is asking the Adviser to agree to amend the
Agreement so that Subadviser's rights and responsibilities are transferred to
FEMCOPA (the "Transfer");
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an investment company under the Investment Company Act of 1940
(the "1940 Act");
WHEREAS, FEMCOPA and Subadviser are each wholly owned by FII Holdings,
Inc., a Delaware corporation and a wholly owned subsidiary of Federated
Investors, Inc., a Pennsylvania corporation, and thus FEMCOPA and Subadviser are
under common control;
WHEREAS, all of the persons who will serve as the Trustees of FEMCOPA
immediately after the Transfer are persons who have served as Trustees of
Subadviser prior to the transfer;
WHEREAS, the personnel who perform the services required of the
Subadviser under the Agreement will continue to perform the same services after
the Transfer;
WHEREAS, the Transfer in and of itself will not result in a change in
the fees or reimbursements required to be paid under the Agreement;
WHEREAS, the Transfer will not affect the business or operations of the
Adviser, or the nature or quality of the services provided under the Agreement
by the Adviser;
WHEREAS, in view of the foregoing, the Transfer should not constitute
an assignment of the Agreement within the meaning of the 1940 Act and Rule 2a-6
thereunder; and
WHEREAS, the Trust's Board of Trustees has approved this amendment to
the Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
set forth herein, the parties hereby agree as follows:
1. Effective January 1, 2004 (the "Effective Date"), the Subadviser
will transfer to FEMCOPA all of its rights and responsibilities under the
Agreement, and FEMCOPA will assume such rights and responsibilities of the
Subadviser, subject to the terms of the Agreement. On the Effective Date,
Subadviser shall be relieved of all of its rights and responsibilities under the
Agreement. For purposes of this paragraph 1, the Subadviser's responsibilities
under the Agreement that will be transferred to FEMCOPA include any liability to
the Adviser that may have been incurred by Subadviser under the Agreement prior
to the Effective Date.
2. All other provisions of the Agreement shall remain in full force and
effect.
3. The Adviser and the Subadviser each represents and warrants that it
possesses the requisite power and authority to enter into and perform its
obligations under this amendment.
4. FEMCOPA represents and warrants that it possesses the requisite
power, and authority to enter into and perform its obligations under this
amendment, subject to the effectiveness of its registration with the U.S.
Securities and Exchange Commission as an investment adviser pursuant to the
Investment Advisers Act of 1940.
5. The Subadviser and FEMCOPA together represent and warrant that the
Transfer of the Agreement will not constitute an assignment of the Agreement
within the meaning of the 1940 Act.
6. This Amendment shall not be effective for any purpose unless and
until:
(a) FEMCOPA's registration with the U.S. Securities and
Exchange Commission as an investment adviser pursuant to the Investment
Advisers Act of 1940 shall have become effective; and
(b) the reorganization resulting in the transfer of the
portion of Subadviser's mutual fund investment advisory business
relating to the Agreement to FEMCOPA shall have occurred.
The Subadviser or FEMCOPA shall promptly notify the Adviser if, as a
result of this paragraph 6, this Amendment does not become effective on January
1, 2004 as anticipated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Agreement to be duly executed by their respective officers thereunto duly
authorized.
TRAVELERS ASSET MANAGEMENT FEDERATED INVESTMENT MANAGEMENT
INTERNATIONAL COMPANY LLC COMPANY
By: /S/ XXXXX X. XXXXX By: /S/ XXXXX X. SCHAPPUL NWW
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Title: PRESIDENT Title: PRESIDENT/CEO
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Date: JANUARY 31, 2004 Date: NOVEMBER 20, 2003
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FEDERATED EQUITY MANAGEMENT
COMPANY OF PENNSYLVANIA
By: /S/ XXXXX X. SCHAPPUL NWW
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Title: PRESIDENT/CEO
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Date: NOVEMBER 20, 2003
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