Exhibit 4(a)
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This AMENDMENT, dated as of October 31, 2003, amends the Investment
Advisory Agreement (as defined below) between The Travelers Investment
Management Company ("TIMCO") and The Travelers Timed Aggressive Stock Account
for Variable Annuities (the "Account").
WITNESSETH:
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WHEREAS, TIMCO and the Account have previously entered into an
investment advisory agreement with respect to the Account (the "Agreement"),
dated December 30, 1992;
WHEREAS, TIMCO and the Account desire to amend the Agreement as set
forth herein;
NOW THEREFORE, in consideration of the foregoing premises, TIMCO and
the Account 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 Account or delegate such
responsibility to a sub-adviser appointed to provide investment advice
or other services to the Account. TIMCO 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 Account and its unit holders, which policies and
procedures describe how TIMCO or its delegee addresses material
conflicts of interest between its interests and those of the Account
with respect to proxy voting. TIMCO shall furnish the Account with such
information reasonably requested by the Account, in such form as may be
requested, as is necessary (1) for a summary description of TIMCO's or
its delegee'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).
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.
The Travelers Investment Management
Company
By: /s/ X X Xxxxxx
As: President
The Travelers Timed Aggressive Stock
Account for Variable Annuities
By: /s/ X X XxXxx
As: Asst Secy
