EXHIBIT (D)(1)(I)
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 Money Market Portfolio (formerly, Cash Income
Trust) (the "Trust").
WITNESSETH:
WHEREAS, TAMIC and the Trust have previously entered into a investment
advisory agreement with respect to the Trust (the "Agreement"), dated December
30, 1992;
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 sub-section (f) to Section 2 of the
Agreement:
f. vote proxies on securities held by the Trust or delegate such
responsibility to a sub-adviser appointed to provide investment advice
or other services to the Trust. 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 Trust 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 Trust 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 Trust 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:__________________________
Money Market Portfolio
By: /s/ Xxxxxxxx X. XxXxx
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As: Assistant Secretary
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