EXHIBIT (D)(31)
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 (formerly, Travelers Asset Management International Corporation)
("TAMIC"), on behalf of The Travelers Series Trust (the "Trust"), and The
Travelers Investment Management Company (the "Sub-Adviser").
WITNESSETH:
WHEREAS, TAMIC and the Sub-Adviser have previously entered into a
sub-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 Sub-Adviser desire to amend the Agreement as set
forth herein;
NOW THEREFORE, in consideration of the foregoing premises, TAMIC and
the Sub-Adviser hereby amend and modify the Agreement:
1. By adding the following sub-section (ix) to Section 2 of the
Agreement entitled Services as Sub-Adviser:
The Sub-Adviser shall be responsible for voting proxies on securities
held by the Portfolio. 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
(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 for the
Portfolio to be filed with the SEC in accordance with the requirements
of Form N-PX (or any successor form).
2. By adding the following new Section 16 to the Sub-Advisory
Agreement:
16. CONSULTATION WITH OTHER SUB-ADVISERS
The Sub-Adviser shall not consult with any other sub-adviser to the
Portfolio or any sub-adviser to any other investment company or
investment company series for which TAMIC 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:
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The Travelers Investment
Management Company
By: /S/ X.X. XXXXXX
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As:
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