EXHIBIT (d)(2)(i)

                                  AMENDMENT TO
                             SUB-ADVISORY AGREEMENT

         This AMENDMENT, dated as of October 31, 2003, amends the Sub-Advisory
Agreement (as defined below) between Travelers Asset Management International
Company LLC (formerly, Travelers Asset Management International Corporation)
("TAMIC"), on behalf of Managed Assets Trust (the "Trust"), and The Travelers
Investment Management Company ("TIMCO").

                                   WITNESSETH:

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

         WHEREAS, TAMIC and TICMO desire to amend the Agreement as set forth
herein;

         NOW THEREFORE, in consideration of the foregoing premises, TAMIC and
TIMCO 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. TIMCO 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 Trust and its shareholders, which policies and
         procedures describe how the TIMCO addresses material conflicts of
         interest between its interests and those of the Trust with respect to
         proxy voting. TIMCO shall furnish TAMIC with such information
         reasonably requested by TAMIC, in such form as may be requested, as is
         necessary (1) for a summary description of the TIMCO'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).

         2. By adding the following new Section 11 to the Sub-Advisory
         Agreement:

         11. TIMCO shall not consult with any other sub-adviser to the Trust or
         any sub-adviser to any other investment company or investment company
         series for which TAMIC serves as investment adviser concerning
         transactions for the Trust 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 Company LLC

                                                    By: /s/ David A. Tyson
                                                        ------------------

                                                    As:_________________________


                                                    The Travelers Investment
                                                    Management Company

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

                                                    As: Assistant Secretary
                                                        -------------------