SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
______________THE TRAVELERS SERIES TRUST_________________________
(Name of Registrant as Specified in its Charter)
__________________Not Applicable__________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(I),
or 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
___________________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_________________________________________________________________
4) Purposed maximum aggregate value of transaction:
________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
1) Amount previously paid: __$125.00________________________
2) Form, Schedule or Registration Statement No.__________________
3) Filing party: ________________________________________________
4) Date filed:___________________________________________________
*Set forth the amount on which the filing fee is calculated and
state how it was determined.
THE TRAVELERS SERIES TRUST
SOCIAL AWARENESS STOCK PORTFOLIO
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
March 6, 1995
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of the Social
Awareness Stock Portfolio of The Travelers Series Trust (the "Trust") will be
held at its offices at One Tower Square, Hartford, Connecticut, on
Friday, April 28, 1995 at 10:00 a.m. for the following purposes:
1. To approve the new Investment Advisory Agreement between the Social
Awareness Stock Portfolio of the Trust and Smith Barney Mutual Funds
Management Inc.
2. To act on any and all other business as may properly come before the
meeting.
The close of business on February 17, 1995 has been fixed as the record
date for the determination of Shareholders entitled to notice of and to vote at
said meeting.
By order of the Board of Trustees.
ERNEST J. WRIGHT, SECRETARY
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
POST-PAID ENVELOPE PROVIDED. YOUR PROMPT RESPONSE IS APPRECIATED.
301
THE TRAVELERS SERIES TRUST
SOCIAL AWARENESS STOCK PORTFOLIO
PROXY STATEMENT FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, APRIL 28, 1995
THE BOARD OF TRUSTEES OF THE TRAVELERS SERIES TRUST (THE "TRUST")
SOLICITS YOUR PROXY FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE SOCIAL
AWARENESS STOCK PORTFOLIO ("PORTFOLIO") AND AT ANY ADJOURNMENT OF IT. The
meeting will be held at 10:00 a.m. on Friday, April 28, 1995, at the offices of
the Trust, One Tower Square, Hartford, Connecticut. This proxy material is
expected to be mailed to Shareholders on or about March 1, 1995.
GENERAL
The purpose of this Special Meeting of Shareholders is to approve the
Investment Advisory Agreement between the Portfolio and Smith Barney Mutual
Funds Management Inc. ("SBMFM").
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to the Trust's Secretary or by appearing in person to vote at the meeting. All
proxy cards which are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions on them, if
any. If no specification is made, the proxy card will be voted for the approval
of the Investment Advisory Agreement between the Portfolio and Smith Barney
Mutual Funds Management Inc.
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by the Trust. However,
pursuant to a Management Agreement that became effective on May 1, 1993, The
Travelers Insurance Company ("Travelers Insurance") will reimburse the
Portfolio for the amount by which the Portfolio's aggregate annual expenses
(including, among other things, the costs of printing, preparing and mailing
special meeting notices and proxy solicitation materials) exceed 1.25% of the
Portfolio's average net assets for any fiscal year during which the Management
Agreement remains in effect. As part of the Management Agreement, Travelers
Insurance provides certain administrative services for the Trust. Travelers
Insurance is located at One Tower Square, Hartford, Connecticut 06183.
SHAREHOLDERS AND THE VOTE
The Trust has one class of Shares representing the entire beneficial
interest of the Trust and has created three series of its Shares: the U.S.
Government Securities Portfolio, the Social Awareness Stock Portfolio and the
Utilities Portfolio. Each Share ranks equally with every other outstanding
Share. Shareholders are entitled to one vote for each full Share owned and
fractional votes for fractional Shares. Shares of each series are entitled to
vote separately to approve investment advisory agreements or changes in
fundamental investment restrictions of that series, but Shares of all series
vote together in the election of Trustees or the ratification of the
selection of accountants.
Only Shareholders of record of the Social Awareness Stock Portfolio at the
close of business on February 17, 1995 (the record date) will be entitled to
notice of and to vote at the meeting. On the record date, there were 384,933
shares of the Social Awareness Stock Portfolio outstanding and entitled to be
voted at the
meeting (of which, 100,000 shares, or 26%, were attributable to the
general account of Travelers Insurance). The number of full and factional
Shares, which you as a contract owner are entitled to provide instructions to
cast is set forth on the enclosed proxy card.
As of December 31, 1994, The Travelers Fund U for Variable Annuities ("Fund
U"), a separate account which funds variable annuity contracts issued by
Travelers Insurance was the sole owner of the Shares of the Social Awareness
Stock Portfolio. On that same date, no single shareholder or group beneficially
owned more than 5% of the outstanding shares of the Portfolio, other than
Travelers Insurance
This proxy material is being mailed to Fund U contractholders who are the
beneficial owners of the Shares. The contractholders will instruct Fund U how
they wish the Shares in which they have a beneficial interest to be voted. Fund
U will each vote Shares held by them as instructed by their contractholders, and
each intends to vote all Shares for which no instructions are received,
including Shares attributable to Travelers Insurance general account, in the
same proportion as they vote Shares for which instructions are received.
VOTE REQUIRED
Approval of the Proposal requires the affirmative "vote of a majority of
the outstanding voting securities" of the Social Awareness Stock Portfolio.
Under the Investment Company Act of 1940, a "vote of a majority of the
outstanding voting securities" means the affirmative vote of (a) 67% of the
outstanding voting securities represented at the meeting, if more than 50% of
the outstanding voting securities are represented, or (b) more than 50% of
the outstanding voting securities, whichever is less.
ANNUAL REPORT
Social Awareness Stock Portfolio's Annual Report containing financial
statements for the fiscal year ended December 31, 1994, was mailed to all
contractholders of record as of December 31, 1994. Copies of the Annual Report
may be obtained by writing to The Travelers Insurance Company, Annuity Services
- - --5 SHS, One Tower Square, Hartford, Connecticut 06183-5030, or by calling
1-800-842-0125.
1. PROPOSAL TO APPROVE THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE
SOCIAL AWARENESS STOCK PORTFOLIO OF THE TRUST AND SMITH BARNEY MUTUAL
FUNDS MANAGEMENT INC. CONTAINING SUBSTANTIALLY THE SAME TERMS AND
CONDITIONS AS THE PORTFOLIO'S CURRENT INVESTMENT ADVISORY AGREEMENT.
For the reasons and based on an extensive analysis of factors described
below, the Trustees of the Trust have determined, subject to approval by Fund U
contractholders, to enter into a new investment advisory agreement (the "New
Agreement") between the Portfolio and SBMFM, a wholly owned subsidiary of Smith
Barney Holdings Inc., which is in turn an indirect wholly owned subsidiary of
The Travelers Inc. The Portfolio currently is advised by The Travelers
Investment Management Company ("TIMCO"), also a wholly owned subsidiary of
Smith Barney Holdings Inc., under an agreement (the "Current Agreement") that
was originally approved by shareholders on April 23, 1993 for a period of two
years. The New Agreement contains substantially the same terms and conditions,
including the same advisory fee, found in the Current Agreement. The New
Agreement will become effective May 1, 1995, subject to shareholders approval at
the Special Meeting on April 28, 1995. If shareholders fail to approve the New
Agreement, the Current Agreement will continue between the Portfolio and TIMCO.
On January 27, 1995, the Trustees of the Trust met in person at a meeting
called for the purpose of considering, among other things, the New Agreement
with SBMFM. They also considered, at that time, the continuation of the Fund's
Current Agreement with TIMCO and various other possible alternatives. The
Trustees reviewed materials furnished by SBMFM and information regarding TIMCO.
The materials described, amont other things, SBMFM and its affiliates,
senior personnel, portfolio managers, analysts, economists and others, its
method of operation, investment philosophy, performance record and financial
condition. The Trustees also considered the past performance of TIMCO in
managing the Portfolio and of SBMFM in managing portfolios using socially
responsible criteria. A representative of SBMFM met with the Trustees,
discussed the materials and responded to questions.
The Trustees of the Portfolio determined to terminate the Current
Agreement with TIMCO and to enter into the New Agreement. In so doing, a variety
of factors were evaluated. The Trustees reviewed the past performance records of
TIMCO and SBMFM over relevant periods of time as well as the background and
experience of the various officers and managers employed by those companies.
While the Trustees were satisfied that both TIMCO and SBMFM could provide high
quality advisory and management services to the Portfolio, the Trustees
considered the significant breadth and depth of personnel and services available
through SBMFM. They concluded that the extensive resources and investment
expertise of the SBMFM professionals could positively benefit shareholders. The
Trustees also considered the investment philosophy of TIMCO, which uses an
indexed approach to selecting the securities to be purchased for the Portfolio,
and determined that SBMFM's approach, wherein potential investment selections
are first based on traditional investment considerations, including an opinion
of the fundamental value of the security and other market factors, and then
screened for compliance with specific social criteria, could potentially enhance
the Portfolio's performance. The Trustees also considered that, through its
affiliation with Smith Barney Inc., SBMFM benefits from the resources of a major
national brokerage firm.
After carefully evaluating the foregoing materials and factors, the
Trustees of the Portfolio, including the Trustees who are not interested
persons of the Trust, as such term is defined in the Investment Company Act
of 1940, approved the New Agreement.
The New Agreement will commence on May 1, 1995, and, if
approved by contractholders, will continue initially for a two year period and
would continue automatically for successive annual periods thereafter; provided
such continuance is approved at least annually by: (a) a majority of the Board
who are not interested persons of the Trust (as the term is used in the
Investment Company Act of 1940, as amended (the "1940 Act")) and (b) a majority
of the full Board of Trustees or a majority of the outstanding voting securities
of the Portfolio, as defined in the 1940 Act.
Under the terms of the New Agreement, SBMFM is responsible for
furnishing or causing to be furnished to the Portfolio advice and assistance
with respect to the acquisition, holding or disposal of securities and
recommendations with respect to other aspects and affairs of the Portfolio.
SBMFM will (a) manage the investment portfolio in accordance with the
Portfolio's investment objective and policies (as stated in the Prospectus and
Statement of Additional Information); (b) make investment decisions for the
Portfolio; (c) place purchase and sale orders for portfolio transactions for the
Portfolio; and (d) employ professional portfolio managers and securities
analysts who provide research services to the Portfolio. In providing these
services, SBMFM will conduct a continual program of investment, evaluation and,
if appropriate, sale and reinvestment of the Portfolio's assets.
SBMFM will regularly furnish to the Board of Trustees recommendations
with respect to an investment program for approval, modification or rejection by
the Board of Trustees, and will take such steps as are necessary to
implement such investment program.
For the services provided under the New Agreement, the Portfolio pays
SBMFM on the first business day of each month a fee for the previous month
which is an amount equivalent on an annual basis to the following:
AGGREGATE NET ASSET
ANNUAL MANAGEMENT FEE VALUE OF THE PORTFOLIO
0.65% of the first $ 50,000,000, plus
0.55% of the next $ 50,000,000, plus
0.45% of the next $100,000,000, plus
0.40% of amounts over $200,000,000
As required by the Investment Company Act of 1940, as amended, the New
Agreement will continue in effect for a period of more than two years from the
date of its execution only so long as its continuance is specifically approved
at least annually (i) by a vote of a majority of the Board of Trustees, or (ii)
by a vote of a majority of the outstanding voting securities of the Portfolio.
In addition, and in either event, the terms of the Advisory Agreement must be
approved annually by a vote of a majority of the Board of Trustees who are not
parties to the Advisory Agreement or interested persons of any party, cast in
person, at a meeting called for the purpose of voting on such approval and at
which the Board of Trustees is furnished such information as may be reasonably
necessary to evaluate the terms of the Advisory Agreement. The Advisory
Agreement further provides that it will terminate automatically upon
assignment; may be amended only with prior approval of a majority of the
outstanding voting securities of the Portfolio; may be terminated without the
payment of any penalty at any time upon sixty days' notice by the Board of
Trustees or by a vote of a majority of the outstanding voting securities of the
Portfolio; and may not be terminated by SBMFM without prior approval of a new
investment advisory agreement by a vote of a majority of the outstanding voting
securities of the Portfolio.
A copy of the New Agreement between SBMFM and the Portfolio is attached
hereto as Exhibit A. A vote of a majority of the outstanding voting securities
of the Portfolio will be required to approve the New Agreement. The Board of
Trustees recommends a vote to approve.
For the fiscal year ended December 31, 1994, the Portfolio
paid $121 or less than 1% of its total brokerage fees to Smith Barney Inc., an
affiliate of TIMCO.
THE INVESTMENT ADVISER
Smith Barney Mutual Funds Management Inc."SBMFM" is located at 388
Greenwich Street, New York, New York, and has been in the investment counseling
business since 1934. SBMFM renders investment advice to a wide variety of
individual, institutional and investment company clients with aggregate assets
under management of approximately $50 billion.
SBMFM is a wholly owned subsidiary of Smith Barney Holdings Inc., which is
in turn an indirect wholly owned subsidiary of The Travelers Inc. The principal
executive offices of Smith Barney Holdings Inc. are located at 388 Greenwich
Street, New York, New York 10013; the principal executive offices of The
Travelers Inc. are located at 65 East 55th Street, New York, New York 10022.
The principal executive officer and directors of SBMFM are
set forth in the following table, along with their address and principal
occupations, as well as their respective position with other registered
investment companies for which SBMFM currently acts as investment adviser.
NAME AND ADDRESS OF
PRINCIPAL EXECUTIVE SMITH BARNEY MUTUAL PRINCIPAL
OFFICER AND DIRECTORS FUNDS MANAGEMENT INC. OCCUPATION
Lewis E. Daidone Director Managing Director,
388 Greenwich Street Smith Barney
New York, New York 10013
A. George Saks Director Executive Vice President,
388 Greenwich Street Secretary and
New York, New York 10013 General Counsel,
Smith Barney
Bruce D. Sargent Director Managing Director,
1345 Avenue of the Americas Smith Barney
New York, New York 10013
Stephen J. Treadway Director, Chairman and Executive Vice President,
388 Greenwich Street Chief Executive Officer Smith Barney
New York, New York 10013
Heath B. McLendon, the President of SBMFM, has been elected Chairman of the
Board of Trustees for the Trust, as of January 27, 1995. Mr. McLendon also owns
shares and options to purchase shares of The Travelers, Inc., the ultimate
parent of SBMFM.
PORTFOLIO TRANSACTIONS
SBMFM is responsible for placing portfolio transactions. In selecting
brokers or dealers to execute portfolio transactions on behalf of the Portfolio,
the investment adviser seeks the best overall terms available. In assessing the
best overall terms available for any transactions, the investment adviser will
consider factors it deems relevant, including 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 addition, the
investment adviser is authorized, in selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, to
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities and Exchange Act of 1934) provided to the
Portfolio and/or other accounts over which the investment adviser or its
affiliates exercise investment discretion. The fees under the Portfolio's
investment advisory agreement are not reduced by reason of the Portfolio's or
investment adviser's receving brokerage and researchservices. Research and
investment services are those which brokerage houses customarily provide to
institutional investors and include statistical and economic data and research
reports on particular issues and industries. These services are used by the
investment adviser in connection with all of its investment activities, and some
of the services obtained in connection with the execution of transactions for
the Portfolio may be used in managing other investment accounts. Conversely,
brokers furnishing these services may be selected for the execution of
transactions for these other accounts, whose aggregate assets may exceed those
of the Portfolio, and the services furnished by the brokers may be used by the
investment adviser in providing investment management for the Portfolio. The
Board of Trustees periodically will review the commissions paid by the
Portfolio to determine if the commissions paid over representative periods of
time were reasonable in relation to the benefits inuring to the Portfolio.
To the extent consistent with applicable provisions of the 1940 Act and the
rules and exemptions adopted by the Securities and Exchange Commission (the
"SEC") under the 1940 Act, subject to the approval of the Board, transactions
for the Portfolio may be executed through Smith Barney and other affiliated
broker-dealers if, in the judgment of the Portfolio' investment adviser, the use
of an affiliated broker-dealer is likely to result in price and execution at
least as favorable as those of other of qualified broker-dealers.
2. OTHER BUSINESS
The Board of Trustees knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy the discretion to
vote according to their best judgment if any other business properly comes
before the meeting.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
The Trust does not have annual or any other regularly scheduled meetings of
Shareholders, and currently has no plans to hold another meeting of Shareholders
of the Trust. All Shareholder proposals to be included in the Proxy Statement
for the next meeting must be received by the Trust's Secretary at One Tower
Square, Hartford, Connecticut 06183 within a reasonable time before the
solicitation is made.
It is suggested that Shareholders submit their proposals by Certified Mail
- - --Return Receipt Requested. The SEC has adopted certain requirements which
apply to any proposals of Shareholders.
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
MAY 1, 1995
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
Dear Sirs:
The Travelers Series Trust (the "Trust") a business trust organized under
the laws of the Commonwealth of Massachusetts, confirms its agreement with Smith
Barney Mutual Funds Management Inc. (the "Adviser") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Social Awareness Stock Portfolio of The Travelers Series Trust (the
"Portfolio") desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Prospectus (the "Prospectus") and Statement of Additional Information (the
"Statement") filed with the Securities and Exchange Commission as part of the
Trust's Registration Statement on Form N-1A, as amended from time to time, and
in the manner and to the extent as may from time to time be approved by the
Board of Trustees of the Trust. Copies of the Trust's Prospectus and the
Statement have been or will be submitted to the Adviser. The Trust desires to
employ and hereby appoints the Adviser to act as its investment adviser. The
Adviser accepts the appointment and agrees to furnish the services for the
compensation set forth below.
2. SERVICES AS INVESTMENT ADVISER
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Adviser will (a) manage the Portfolio in accordance with the
Portfolio's investment objective 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 for the Portfolio; and (d)
employ professional portfolio managers and securities analysts who provide
research services to the Portfolio. In providing those services, the Adviser
will conduct a continual program of investment, evaluation and, if appropriate,
sale and reinvestment of the Portfolio's assets.
3. COMPLIANCE WITH INTERNAL REVENUE CODE REQUIREMENTS
Adviser represents and warrants that the Portfolio will at all times be
invested in such a manner as to ensure compliance with Section 817(h) of the
Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations
Section 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulation. Adviser will be relieved of this
obligation and shall be held harmless when direction from the Trust causes non-
compliance with Section 817(h) and/or Regulation Section 1.817-5. Adviser
agrees to
provide quarterly reports to the life insurance company that issues the variable
annuity, endowment or life insurance contracts (the "Life Company"), executed by
a duly authorized officer of Adviser, within seven (7)
days of the close of each calendar quarter certifying as to compliance with
Section or Regulations. In addition to the quarterly reports, Life Company may
request and Adviser agrees to provide Section 817 diversification compliance
reports at more frequent intervals, as reasonably requested by Life Company.
Adviser also represents and warrants that it shall manage the investment and
reinvestment of the assets of the Portfolio in compliance with the annual gross
income qualification requirements of Section 851(b)(2) and 851(b)(3) of the
Code, and with the diversification requirements of Section 851(b)(4) of the
Code.
Adviser agrees to indemnify and hold harmless the Trust and the Life
Company and each of their directors and officers and each person, if any, who
controls the Trust or Life Company within the meaning of Section 15 of the
Securities Act of 1933 (collectively, the "Indemnified Parties" for purposes of
this Paragraph 3) against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which the
Indemnified Parties, or any of them, may become subject under any statute, at
common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements arise out of or
result from any material breach of the representation and warranty contained in
this Paragraph 3, resulting from gross negligence, willful misfeasance, bad
faith, or reckless disregard of duties of Adviser, including a failure to
comply with the diversification requirements described in this Paragraph 3.
Adviser may rely on Treasury Regulation Section 1.817-5(a)(2) in the event of a
material breach of the diversification requirements under Section 817(h) as
described in this Paragraph 3.
4. BROKERAGE
In selecting brokers or dealers to execute transactions on behalf of the
Portfolio, the Adviser will seek the best overall terms available. In assessing
the best overall terms available for any transaction, the 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 of dealers to execute a particular
transaction, and in evaluating the best overall terms available, the 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, as amended)
provided to the Portfolio and/or other accounts over which the Adviser or
its affiliates exercise investment discretion.
5. INFORMATION PROVIDED TO THE TRUST
The Adviser will keep the Trust informed of developments materially
affecting the Portfolio's portfolio, and will, on its own initiative, furnish
the Trust from time to time with whatever information the Adviser believes is
appropriate for this purpose.
6. STANDARD OF CARE
The Adviser shall exercise its best judgment in rendering the services
listed in paragraph 2 above. Except as provided in paragraph 3 above, Adviser
shall not be liable for any error of judgment or mistakes of law or for any loss
suffered by the Portfolio or the Trust 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 Adviser against any liability to the Trust
or to its shareholders to which the 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 Adviser's reckless disregard of
its obligations and duties under this Agreement.
7. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Trust will pay the Adviser on the first business day of each month a fee for
the previous month which is an amount equivalent on an annual basis to the
following:
AGGREGATE NET ASSET VALUE
ANNUAL MANAGEMENT FEE MANAGEMENT FEE OF THE PORTFOLIO
0.65% of the first $ 50,000,000, plus
0.55% of the next $ 50,000,000, plus
0.45% of the next $100,000,000, plus
0.40% of amounts over $200,000,000.
The fee for the period from the date the Portfolio commences its investment
operations to the end of the month during which the Portfolio commences its
investment operations 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 Adviser, the
value of the Portfolio's net assets shall be computed at the times and in the
manner specified in the Trust's Prospectus and/or the Statement.
8. EXPENSES
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement. The Trust will bear certain other expenses
to be incurred in its operation, including, but not limited to, investment
advisory, sub-investment advisory and administration fees; fees for necessary
professional and brokerage services; fees for any pricing service; the costs of
regulatory compliance; and costs associated with maintaining the Trust's legal
existence and shareholder relations.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Trust understands that the Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts, and as investment adviser to other investment companies, and the
Trust has no objection to the Adviser's so acting, provided that whenever the
Portfolio and one or more other investment companies or other clients advised by
the Adviser have available funds for investment, transactions in such
securities will generally be allocated daily among the clients pro rata in
relation to the size of the order, using the daily average price. The Trust
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Portfolio; however, Adviser agrees that the
Portfolio shall not be disadvantaged in relation to other clients of Adviser
when the same or similar advice or decisions are made for more than one
client. In addition, the Trust understands that the persons employed by the
Adviser to assist in the performance of the 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 Adviser or any affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
10. TERM OF AGREEMENT
This Agreement shall become effective as of the date the Portfolio
commences its investment operations and continue for an initial two-year term
and shall continue thereafter so long as such continuance is specifically
approved at least annually by (i) the Board of Trustees of the Trust or (ii) a
vote of a "majority" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act") of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the
1940 Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This agreement is
terminable, without penalty, on 60 days written notice, by the Board of
Trustees of the Trust or by vote of holders of a majority of assignment (as
defined in the 1940 Act). This agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act). This Agreement
may not be terminated by Adviser without the prior approval of a new
Investment Advisory Agreement by a vote of a majority of the outstanding
voting securities of the Portfolio
11. REPRESENTATION BY THE TRUST
The Trust represents that a copy of the Trust's Agreement and Declaration
of Trust is on file with the Secretary of the Commonwealth of Massachusetts and
with the City of Boston.
12. LIMITATION OF LIABILITY
The Trust and the Adviser agree that the obligations of the Trust under
this Agreement shall not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Trust individually, but are binding only upon the assets and property of the
Trust as provided in the Agreement and Declaration of Trust. The execution and
delivery of this Agreement have been authorized by the Trustees, and signed by
an authorized officer of the Trust acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in the Agreement and Declaration of Trust.
13. INFORMATION AND REPORTS TO CALIFORNIA COMMISSIONER
Adviser agrees that it shall furnish to the California Commissioner of
Insurance any information or reports concerning the Trust or the Portfolio as
the Commissioner, in the performance of his or her duties, may reasonably
request.
14. BOOKS AND RECORDS
Adviser acknowledges that all books and records which it maintains for the
Trust in performing its duties under this Agreement are the property of the
Trust and subject to its control; provided, however, that during the term of
this Agreement the Trust shall not exercise such control so as to interfere with
the performance of the Adviser's duties hereunder.
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,
THE SOCIAL AWARENESS STOCK PORTFOLIO OF
THE TRAVELERS SERIES TRUST
By: /s/
Chairman, Board of Trustees
Accepted:
Smith Barney Mutual Funds Management Inc.,
By: /s/
Managing Director
THE TRAVELERS SERIES TRUST
SOCIAL AWARENESS STOCK PORTFOLIO
PROXY STATEMENT
VG-174 1995
THE TRAVELERS SERIES TRUST
SOCIAL AWARENESS STOCK PORTFOLIO
Proxy for a Special Meeting of Shareholders to be held on
April 28, 1995
The undersigned, revoking all proxies heretofore given, hereby
appoints Heath B. McLendon and Robert E. McGill, III, or either one
of them, as Proxies, with full power of substitution, to vote on
behalf of the undersigned all shares of the Travelers Series Trust
which the undersigned is entitled to vote at a Special Meeting of
Shareholders to be held at 10:00 a.m. on Friday, April 28, 1995 at
One Tower Square, Hartford, Connecticut, and at any adjournment
thereof, in the manner directed below with respect to the matters
described in the Proxy Statement for the Special Meeting, receipt
of which is hereby acknowledged, and in their discretion, upon such
other matters as may properly come before the Special Meeting or
any adjournment thereof.
For Against Abstain
1. Approval of the Investment [ ] [ ] [ ]
Advisory Agreement between
the Social Awareness Stock
Portfolio and Smith Barney
Mutual Funds Management Inc.
In their discretion, the Proxies are authorized to vote on any and
all other business as may properly come before the meeting. 302
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE
BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSAL 1. THE SHARES
REPRESENTED HEREBY WILL BE VOTED BY THE PROXIES IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED CONTRACT OWNER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW.
DATE: ,1995
If signing in a representative
capacity (as attorney, executor
or administrator, trustee,
guardian or custodian, corporate
officer or general partner),
please indicate such capacity
following signature. Proxies for
custodian accounts must be signed
by the named custodian, not by
the minor.
Signature(s) if held jointly
(Title(s), if required) 302