Smith Barney Travelers Series Fund Inc Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2006 • Legg Mason Partners Variable Portfolios III, Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and CAM North America LLC, a Delaware limited liability company (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • December 29th, 2006 • Legg Mason Partners Variable Portfolios III, Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of July, 2006, by and between Legg Mason Partners Variable Portfolios III, Inc. (the “Corporation”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • February 28th, 2006 • Travelers Series Fund Inc

THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2005 • Travelers Series Fund Inc • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Travelers Series Fund Inc. (“Investment Company”), a Maryland corporation and Legg Mason Investor Services, LLC (“Distributor”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • February 28th, 2006 • Travelers Series Fund Inc • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2005 • Travelers Series Fund Inc

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Travelers Series Fund Inc. (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

LICENSE AGREEMENT
License Agreement • December 30th, 2005 • Travelers Series Fund Inc

THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and among Citigroup Inc., a corporation incorporated in the State of Delaware (“Citigroup”), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a “Licensee”).

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • February 25th, 1997 • Smith Barney Travelers Series Fund Inc • New York
INVESTMENT ADVISORY AGREEMENT TRAVELERS SERIES FUND INC. Social Awareness Stock Portfolio
Investment Advisory Agreement • May 5th, 2005 • Travelers Series Fund Inc

Travelers Series Fund Inc. (the “Company”), a corporation organized under the laws of the State of Maryland, on behalf of its new series, Social Awareness Stock Portfolio (the “Fund”), herewith confirms its agreement with Smith Barney Fund Management LLC (the “Adviser”), as follows:

ADMINISTRATION AGREEMENT TRAVELERS SERIES FUND INC. Social Awareness Stock Portfolio
Administration Agreement • May 5th, 2005 • Travelers Series Fund Inc

Travelers Series Fund Inc. (the “Company”), a corporation organized under the laws of the State of Maryland, on behalf of its new series, Social Awareness Stock Portfolio (the “Fund”), herewith confirms its agreement with Smith Barney Fund Management LLC (the “Administrator”), as follows:

FORM OF SUB-ADVISORY AGREEMENT TRAVELERS SERIES FUND INC. Strategic Equity Portfolio
Sub-Advisory Agreement • February 25th, 2005 • Travelers Series Fund Inc

THIS AGREEMENT is made this 31st day of August, 2003, by and between Travelers Series Fund Inc. (the “Company”), a corporation organized under the laws of the State of Maryland, on behalf of the Strategic Equity Portfolio (the “Portfolio”), a series of the Travelers Investment Adviser, Inc. (the “Manager”) and Fidelity Management & Research Company (the “Sub-Adviser”).

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SUBADVISORY AGREEMENT TRAVELERS SERIES FUND INC. Pioneer Strategic Income Portfolio
Subadvisory Agreement • February 25th, 2005 • Travelers Series Fund Inc

THIS AGREEMENT is made this 30th day of June, 2003, by and between Travelers Series Fund Inc. (the “Company”), a corporation organized under the laws of the State of Maryland, on behalf of the Pioneer Strategic Income Portfolio (the “Portfolio”) Travelers Investment Adviser, Inc. (the “Manager”) and Pioneer Investment Management Inc. (the “Sub-Adviser”), a member of the UniCredito Italiano banking group, register of banking groups.

FORM OF FMR SUB-ADVISORY AGREEMENT SUB-SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • February 25th, 2005 • Travelers Series Fund Inc • Massachusetts

AGREEMENT made this 31st day of August, 2003, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the “Adviser”).

FORM OF TRANSFER AGENCY AND REGISTRAR AGREEMENT AGREEMENT, dated as of ___________, 1995 between Smith Barney/Travelers Series Fund Inc.., (the "Fund"), a corporation organized under the laws of Maryland and having its principal place of business at...
Transfer Agency and Registrar Agreement • February 28th, 1996 • Smith Barney Travelers Series Fund Inc • New York

FORM OF TRANSFER AGENCY AND REGISTRAR AGREEMENT AGREEMENT, dated as of ___________, 1995 between Smith Barney/Travelers Series Fund Inc.., (the "Fund"), a corporation organized under the laws of Maryland and having its principal place of business at 388 Greenwich Street New York, NY 10013, and The Shareholder Services Group, Inc.Inc. (MA) (the "Transfer Agent"), a Massachusetts corporation with principal offices at One Exchange Place, 53 State Street, Boston, Massachusetts 02109. W I T N E S S E T H That for and in consideration of the mutual covenants and promises hereinafter set forth, the Fund and the Transfer Agent agree as follows: 1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Articles of Incorporation" shall mean the Articles of Incorporation, Declaration of Trust, Partnership Agreement, or similar organizational document as the case may be, of the Fund as the same m

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