AMENDMENT TO

                                                               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 Capital Appreciation Fund (the "Trust").

                                   WITNESSETH:

         WHEREAS, TAMIC and the Trust have previously entered into a investment
advisory agreement with respect to the Trust (the "Agreement"), dated July 1,
1996;

         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 pursuant to this Agreement.
         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
                             -----------------------
                          As
                             -----------------------

                          Capital Appreciation Fund

                          By /s/ Xxxxxxxx X. XxXxx
                             -----------------------
                          As: ASSISTANT SECRETARY