EXHIBIT (D)(30)
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This AMENDMENT, dated as of October 31, 2003, amends the Investment
Advisory Agreement (as defined below) between Travelers Asset Management
International Company LLC ("TAMIC") (formerly, Travelers Asset Management
International Corporation) and The Travelers Series Trust (the "Trust").
WITNESSETH:
WHEREAS, TAMIC and the Trust have previously entered into a investment
advisory agreement with respect to the Disciplined Mid Cap Stock Portfolio
(formerly, The Mid-Cap Disciplined Equity Fund) (the "Portfolio") of the Trust
(the "Agreement"), dated January 1, 1997;
WHEREAS, TAMIC and the Trust desire to amend the Agreement as set forth
herein;
NOW THEREFORE, in consideration of the foregoing premises, TAMIC and
the Trust hereby amend and modify the Agreement:
1. By adding the following Section 14 to the Agreement:
14. DELEGATION OF PROXY VOTING RESPONSIBILITY
TAMIC shall be responsible for voting proxies on securities held by the
Portfolio for delegating such responsibility to a Sub-Adviser appointed pursuant
to this Agreement. TAMIC represents that it or its delegee has adopted and
implemented written policies and procedures reasonably designed to ensure that
it will vote proxies in the best interest of the Portfolio and its shareholders,
which policies and procedures describe how TAMIC or its delegee addresses
material conflicts of interest between its interests and those of the Portfolio
with respect to proxy voting. TAMIC shall furnish the Trust with such
information reasonably requested by the Trust, in such form as may be requested,
as is necessary (1) for a summary description of TAMIC's or its delegee's proxy
voting policies and procedures to be included in the registration statement with
respect to the Trust, and (2) for the proxy voting record for the Portfolio to
be filed with the SEC in accordance with the requirements of Form N-PX (or any
successor form).
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed
by a duly authorized representative of each of the parties hereto as of the date
of the Amendment first set forth above.
Travelers Asset Management
International Company LLC
By: /S/ XXXXX X. XXXXX
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As:
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The Travelers Series Trust
By: /S/ XXXXXXXX X. XXXXX
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As: ASSISTANT SECRETARY
