EXHIBIT (D)(42)
AMENDMENT TO
SUB-ADVISORY AGREEMENT
This AMENDMENT, dated as of October 31, 2003, amends the Sub-Advisory
Agreement (as defined below) between Travelers Asset Management International
Company LLC (the "Adviser") (formerly Travelers Asset Management International
Corporation), on behalf of The Travelers Series Trust (the "Trust"), and
Massachusetts Financial Services Company (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser and Sub-Adviser have previously entered into a
sub-advisory agreement with respect to the MFS Emerging Growth Portfolio (the
"Portfolio") of the Trust (the "Agreement"), dated August 29, 1996;
WHEREAS, the Adviser and Sub-Adviser desire to amend the Agreement as
set forth herein;
NOW THEREFORE, in consideration of the foregoing premises, the Adviser
and the Sub-Adviser hereby amend and modify the Agreement:
1. By amending sub-section (ii) to Section 2 of the Agreement entitled
Services as Sub-Adviser to read as follows:
Unless TAMIC 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 all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio
may be invested. In accordance with Rule 206(4)-6 of the Investment
Advisers Act of 1940, as amended, the Sub-Adviser represents that it
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 the Sub-Adviser addresses material conflicts of interest
between its interests and those of the Portfolio with respect to proxy
voting. The Sub-Adviser shall furnish TAMIC with such information
reasonably requested by TAMIC, in such form as may be requested, as is
necessary and required by applicable law (1) for a summary description
of the Sub-Adviser'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 of the Sub-Adviser with respect to the
Portfolio (or portion thereof) advised by the Sub-Adviser to be filed
with the SEC pursuant to Rule 30b1-4 under the Investment Company Act
of 1940, as amended ("1940 Act"), and in accordance with the
requirements of Form N-PX (or any successor form), as applicable
(collectively, the "Information"); provided, however, that the
Sub-Adviser shall have the opportunity upon request to review the
Information in the Trust's Registration Statement or Form N-PX prior
to its filing.
2. By adding the following new Section 16 to the Sub-Advisory
Agreement:
16. CONSULTATION WITH OTHER SUB-ADVISERS
For the purposes of certain exemptive rules under the 1940 Act, the
Sub-Adviser shall not consult with any other sub-adviser to the
Portfolio or any sub-adviser to any other portfolio of the Trust, or
to any other investment company or investment company series for which
the Adviser serves as investment adviser concerning transactions for
the Portfolio in securities or other assets.
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: PRESIDENT
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Massachusetts Financial
Services Company
By: /S/ XXXXXXX X. XXXXX
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As: SENIOR VICE PRESIDENT
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