EXHIBIT (D)(37)
AMENDMENT TO
SUB-ADVISORY AGREEMENT
This AMENDMENT, dated as of October 24, 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
Federated Investment Management Company (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser and Federated Investment Counseling entered into a
sub-advisory agreement with respect to the Federated Stock Portfolio (the
"Portfolio") of the Trust (the "Agreement") dated August 30, 1996, and the
Agreement was later assigned by Federated Investment Counseling to the
Sub-Adviser;
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 adding the following sub-section (vii) to Section 3 of the
Agreement entitled Services as a Sub-Adviser--Authority:
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 the Adviser with such information reasonably
requested by the Adviser, 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, (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 19 to the Sub-Advisory
Agreement:
19. 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 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 Corporation
By: /S/ XXXXX X. XXXXX
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As: PRESIDENT
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Federated Investment Counseling
By: /S/ XXXXX X. SCHAPPUL CP
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As: ITS PRESIDENT/CEO
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