FORM OF
TRANSFER AND ASSUMPTION OF
SUBADVISORY AGREEMENT
for
TRAVELERS SERIES FUND INC. ON BEHALF OF
THE GT GLOBAL STRATEGIC INCOME PORTFOLIO
TRANSFER AND ASSUMPTION OF SUBADVISORY 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.. ("SBMFM"), a Delaware corporation, LGT Asset
Management, Inc. (formerly known as G.T. Capital Management, Inc.),
a California corporation (the "Sub-Adviser") 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, Mutual Management Corp. ("MMC") and the
Sub-Adviser entered into a Subadvisory Agreement on June 2, 1994,
("Subadvisory Agreement") under which MMC served as the investment
manager and the Sub-Adviser served as the sub-investment adviser
for the Portfolio; and
WHEREAS, the Sub-Adviser consented to the assignment of MMC's
interest, rights, responsibilities and obligations in and under the
Subadvisory Agreement to SBMFM pursuant to a Transfer and
Assumption of Subadvisory 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 Subadvisory
Agreement be transferred to TIA and TIA desires to assume SBMFM's
interest, rights, responsibilities and obligations in and under the
Subadvisory 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
Subadvisory Agreement dated June 2, 1994, to which SBMFM is a
party with the Sub-Adviser and 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 Subadvisory
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 an indirect
wholly owned subsidiary of the Travelers Insurance Company.
4. Consent. The Company and the Sub-Adviser hereby
consent to this transfer by SBMFM to TIA of SBMFM's interest,
rights, responsibilities and obligations in and under the
Subadvisory Agreement and to the acceptance and assumption by TIA
of the same. The Company and the Sub-Adviser each 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:
Travelers Series Fund Inc.
on behalf of the GT Global Strategic
Income Portfolio
Attest:
By:
Travelers Investment Adviser, Inc.
Attest:
____________________ By:
Xxxxx Xxxxxx Mutual Funds Management
Inc.
Attest:
By:
LGT Asset Management, Inc.
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