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 Managed Assets Trust (the "Trust").

                                   WITNESSETH:

         WHEREAS, TAMIC and the Trust have previously entered into a investment
advisory agreement with respect to the Trust (the "Agreement"), dated December
30, 1992;

         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 to provide investment advice
         or other services to the Trust. 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/ David A. Tyson
                                                        ------------------

                                                    As:_________________________


                                                    Managed Assets Trust

                                                    By: /s/ Kathleen A. McGah
                                                        ---------------------

                                                    As:  Assistant Secretary
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