Ex-99.(d)(88)
EXhibit (d)(88)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT made as of September 1, 2004 to the Investment Sub-Advisory
Agreement made as of the 20th day of March 1998, as amended October 31, 2003,
(the "Agreement") between Travelers Asset Management International Company LLC
("TAMIC") (successor to Travelers Asset Management International Corporation)
and Massachusetts Financial Services Company (the "Sub-Adviser").
WITNESSETH:
WHEREAS, TAMIC and the Sub-Adviser have entered into an Investment
Sub-Advisory Agreement with respect to the MFS Mid Cap Growth Portfolio of The
Travelers Series Trust (the "Agreement") dated March 20, 1998;
WHEREAS, TAMIC and the Sub-Adviser desire to amend the Agreement to
change the investment subadvisory fee;
NOW THEREFORE, in consideration of the mutual promises set forth below,
TAMIC and the Sub-Adviser hereby agree to amend Section 4 of this Agreement to
read as follows:
4. COMPENSATION
In consideration of the services rendered pursuant to this
Agreement, TAMIC will pay the Sub-Adviser an amount equivalent on an
annual basis to the following:
Aggregate Net Asset
Annual Value of the
Management Fee Portfolio
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0.375% of the first $600,000,000
0.350% of the next $300,000,000
0.325% of the next $600,000,000
0.300% of the next $1,000,000,000
0.250% of amounts over $2,500,000,000
The parties understand that the fee will be calculated daily
and paid monthly. The Sub-Adviser shall have no right to obtain
compensation directly from the Trust or the Portfolio for services
provided hereunder and agrees to look solely to TAMIC 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 Sub-Adviser, the value of the Portfolio's net assets
shall be computed at the times and in the manner specified in the then
current Prospectus and/or the SAI.
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. Xxxxxx
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Massachusetts Financial Services Company
By: /s/ Xxxxxxx X. Carp
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