Exhibit 4(c)
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 Growth and Income Stock Account for
Variable Annuities (the "Account"), 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 Account (the "Agreement"), dated May
1, 1998;
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 (viii) to Section 4 of the
Agreement entitled Services as Sub-Adviser:
The Sub-Adviser shall be responsible for voting proxies on securities
held by the Account. 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 Account
and its shareholders, which policies and procedures describe how the
Sub-Adviser addresses material conflicts of interest between its
interests and those of the Account 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 Account, and (2) for the proxy voting record for
the Account 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
Account or any sub-adviser to any other investment company or
investment company series for which TAMIC serves as investment adviser
concerning transactions for the Account 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
__________________________
As:__________________________
The Travelers Investment
Management Company
By: X X Xxxxxx
__________________________
As:__________________________
