EX-99.(d)(2)(ii)
EXHIBIT (d)(2)(ii)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT made as of September 1, 2004 to the Investment Sub-Advisory
Agreement made as of the 3rd day of April, 2002 (the "Agreement") between
Travelers Asset Management International Company LLC ("TAMIC") and Janus Capital
Management LLC (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the TAMIC and the Sub-Adviser have entered into an Investment
Sub-Advisory Agreement with respect to the Capital Appreciation Fund (the
"Agreement") dated April 3, 2002;
WHEREAS, the TAMIC and the Sub-Adviser desire to amend the Agreement to
change the investment subadvisory fee;
NOW THEREFORE, in consideration of the mutual promises set forth below,
the TAMIC and the Sub-Adviser hereby agree to amend paragraph 7 to this
Agreement to read as follows:
7. COMPENSATION OF SUB-ADVISER.
TAMIC shall pay to Sub-Adviser a monthly fee equivalent on an
annual basis to the following:
Annual Aggregate Net Asset
Management Fee Value of the Portfolio
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0.500% of the first $100,000,000
0.450% of the next $400,00,000
0.400% of the next $1,000,000,000
0.350% of amounts over $1,500,000,000
The advisory fees will be deducted on each valuation date. The
Sub-Adviser shall have no right to obtain compensation directly
from the Trust for services provided hereunder and agrees to look
solely to TAMIC for payment of fees due. The fee for the period
from the Effective Date (defined below) of the Agreement to the
end of the month during which the Effective Date occurs shall be
prorated according to the proportion that such period bears to the
full monthly period. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be
prorated according to the proportion that such period bears to the
full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees
payable to TAMIC, the value of the Portfolio's net
assets shall be computed at the times and in the manner specified
in the then current Prospectus and/or the SAI.
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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Janus Capital Management LLC
By: /s/ Xxxxxx Xxxx
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