FORM OF
TRANSFER AND ASSUMPTION OF
INVESTMENT MANAGEMENT AGREEMENT
for
TRAVELERS SERIES FUND INC.
ON BEHALF OF THE GT GLOBAL STRATEGIC INCOME PORTFOLIO
TRANSFER AND ASSUMPTION OF MANAGEMENT AGREEMENT, made as of
the 3rd day of September, 1996, by and among Travelers Series Fund
Inc. (the "Company"), a corporation organized under the laws of the
State of Maryland, on behalf of the GT Global Strategic Income
Portfolio (the "Portfolio"), Xxxxx Xxxxxx Mutual Funds Management
Inc., a Delaware corporation ("SBMFM") and Travelers Investment
Adviser, Inc. ("TIA"), a Delaware corporation.
WHEREAS, the Company is registered with the Securities and
Exchange Commission as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "Act");
and
WHEREAS, the Company consists of several distinct investment
portfolios or series; and
WHEREAS, the Company and Mutual Management Corp. ("MMC")
entered into an Investment Management Agreement on June 2, 1994,
("Management Agreement") under which MMC served as the investment
manager for the Portfolio; and
WHEREAS, the Company consented to the assignment of MMC's
interest, rights, responsibilities and obligations in and under the
Management Agreement to SBMFM pursuant to a Transfer and Assumption
of Investment Management Agreement dated as of December 31, 1994,
and SBMFM currently serves as the investment manager (the
"Investment Manager") for the Portfolio; and
WHEREAS, SBMFM desires that its interest, rights,
responsibilities and obligations in and under the Management
Agreement be transferred to TIA and TIA desires to assume SBMFM's
interest, rights, responsibilities and obligations in and under the
Management Agreement; and
WHEREAS, this Agreement does not result in a change of actual
control or management of the Investment Manager to the Company and,
therefore, is not an "assignment" as defined in Section 2(a)(4) of
the Act nor an "assignment" for the purposes of Section 15(a)(4) of
the Act.
NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Assignment. Effective as of September 3, 1996 (the
"Effective Date"), SBMFM hereby transfers to TIA all of SBMFM's
interest, rights, responsibilities and obligations in and under the
Management Agreement dated June 2, 1994, to which SBMFM is a party
with the Company.
2. Assumption and Performance of Duties. As of the
Effective Date, TIA hereby accepts all of SBMFM's interest and
rights, and assumes and agrees to perform all of SBMFM's
responsibilities and obligations in and under the Management
Agreement; TIA agrees to be subject to all of the terms and
conditions of said Agreement; and TIA shall indemnify and hold
harmless SBMFM from any claim or demand made thereunder arising or
incurred after the Effective Date.
3. Representation of TIA. TIA represents and warrants
that : (1) it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and (2) is a indirect
wholly owned subsidiary of the Travelers Insurance Company.
4. Consent. The Company hereby consents to this transfer
by SBMFM to TIA of SBMFM's interest, rights, responsibilities and
obligations in and under the Management Agreement and to the
acceptance and assumption by TIA of the same. The Company agrees,
subject to the terms and conditions of said Agreement, to look
solely to TIA for the performance of the Investment Manager's
responsibilities and obligations under said Agreement from and
after the Effective Date, and to recognize as inuring solely to TIA
the interest and rights heretofore held by SBMFM thereunder.
5. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers hereunto
duly attested.
Attest:
By:
Secretary Travelers Series Fund,
Inc.
on behalf of the GT
Global Strategic Income
Portfolio
Date: September 3, 1996
Attest:
By:
Secretary Travelers Investment Adviser, Inc.
Date: September 3, 1996
Attest:
Secretary By:
Xxxxx Xxxxxx Mutual Funds
Management Inc.
Date: September 3, 1996
u:\legal\funds\$sts\agreemts\invman.gtg
