MANAGEMENT AGREEMENT
TRAVELERS SERIES FUND INC.
Xxxxx Xxxxxx Mid Cap Portfolio
October 13,
1999
SSB Citi Fund Management LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Travelers Series Fund Inc. (the "Company"), a corporation
organized under the laws of the State of Maryland, on behalf of the
Xxxxx Xxxxxx Mid Cap Portfolio (the "Portfolio"), confirms its
agreement with SSB Citi Fund Management LLC (the "Manager"), as
follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to the
Portfolio by investing and reinvesting in investments of the kind
and in accordance with the investment objective(s), policies and
limitations specified in the prospectus (the "Prospectus") and the
statement of additional information (the "Statement") filed with
the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-1A on February 23, 1994 as amended
from time to time, and in the manner and to the extent as may from
time to time be approved by the Board of Directors of the Company
(the "Board"). Copies of the Prospectus and the Statement have
been or will be submitted to the Manager. The Company agrees
promptly to provide copies of all amendments to the Prospectus and
the Statement to the Manager on an on-going basis. The Company
desires to employ and hereby appoints the Manager to act as manager
of the Portfolio. The Manager accepts the appointment and agrees to
furnish the services for the compensation set forth below.
2. Services as Investment Manager
Subject to the supervision, direction and approval of the
Board of the Company, the Manager shall (a) maintain compliance
procedures for the Portfolio that it reasonably believes are
adequate to ensure the Portfolio's compliance with (i) the
Investment Company Act of 1940, as amended (the "1940 Act") and the
rules and regulations promulgated thereunder and (ii) the
Portfolio's investment objective(s), policies and restrictions as
stated in the Prospectus and the Statement; (b) make investment
decisions for the Portfolio; (c) place purchase and sale orders for
portfolio transactions on behalf of the Portfolio; (d) employ
professional portfolio managers and securities analysts who provide
research services to the Portfolio; and (e) administer the
Portfolio's corporate affairs and, in connection therewith, furnish
the Portfolio with office facilities and with clerical, bookkeeping
and recordkeeping services at such office facilities. In providing
those services, the Manager will conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment
of the Portfolio's assets.
3. Brokerage
In selecting brokers or dealers (including, if permitted by
applicable law, Xxxxxxx Xxxxx Xxxxxx Inc.) to execute transactions
on behalf of the Portfolio, the Manager will seek the best overall
terms available. In assessing the best overall terms available for
any transaction, the Manager will consider factors it deems
relevant, including, but not limited to, the breadth of the market
in the security, the price of the security, the financial condition
and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or
dealers to execute a particular transaction, and in evaluating the
best overall terms available, the Manager is authorized to consider
the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934), provided to
the Portfolio and/or other accounts over which the Manager or its
affiliates exercise investment discretion. Nothing in this
paragraph shall be deemed to prohibit the Manager from paying an
amount of commission for effecting a securities transaction in
excess of the amount of commission another member of an exchange,
broker, or dealer would have charged for effecting that
transaction, if the Manager determined in good faith that such
amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such member, broker, or
dealer, viewed in terms of either that particular transaction or
its overall responsibilities with respect to the Portfolio and/or
other accounts over which the Manager or its affiliates exercise
investment discretion.
4. Information Provided to the Company
The Manager shall keep the Company informed of developments
materially affecting the Portfolio, and shall, on its own
initiative, furnish the Company from time to time with whatever
information the Manager believes is appropriate for this purpose.
5. Standard of Care
The Manager shall exercise its best judgment and shall act in
good faith in rendering the services listed in paragraphs 2 and 3
above. The Manager shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Company in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to protect
or purport to protect the Manager against any liability to the
Company or the shareholders of the Portfolio to which the Manager
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or by reason of the Manager's reckless disregard of its
obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Portfolio will pay the Manager an annual fee
calculated at the rate of 0.75% of the Portfolio's average daily
net assets; the fee is calculated daily and paid monthly. The fee
for the period from the Effective Date (defined below) of the
Agreement to the end of the month during which the Effective Date
occurs shall be prorated according to the proportion that such
period bears to the full monthly period. Upon any termination of
this Agreement before the end of a month, the fee for such part of
that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon
the date of termination of this Agreement. For the purpose of
determining fees payable to the Manager, the value of the
Portfolio's net assets shall be computed at the times and in the
manner specified in the Prospectus and/or the Statement.
7. Expenses
The Manager shall bear all expenses (excluding brokerage
costs, custodian fees, auditors fees or other expenses to be borne
by the Portfolio or the Company) in connection with the performance
of its services under this Agreement. The Portfolio shall bear
certain other expenses to be incurred in its operation, including,
but not limited to investment advisory, any sub-advisory and any
administration fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory
compliance; and pro rata costs associated with maintaining the
Company's legal existence and shareholder relations. All other
expenses not specifically assumed by the Manager hereunder on
behalf of the Portfolio are borne by the Company.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the Portfolio
(including fees pursuant to this Agreement and the Portfolio's
administration agreements, if any, but excluding interest, taxes,
brokerage and extraordinary expenses) exceed the expense limitation
of any state having jurisdiction over the Portfolio, the Manager
shall reduce its fee to the Portfolio by the proportion of such
excess expense equal to the proportion that its fee hereunder bears
to the aggregate of fees paid by the Portfolio for investment
management, advice and administration in that year, to the extent
required by state law. A fee reduction pursuant to this paragraph
8, if any, shall be estimated, reconciled and paid on a monthly
basis. The Company confirms that, as of the date of this
Agreement, no such expense limitation is applicable to the
Portfolio.
9. Services to Other Companies or Accounts
The Company understands that the Manager now acts, will
continue to act and may act in the future as investment manager or
adviser to fiduciary and other managed accounts, and as investment
manager or adviser to other investment companies, and the Company
has no objection to the Manager's so acting, provided that whenever
the Portfolio and one or more other investment companies or
accounts managed or advised by the Manager have available funds for
investment, investments suitable and appropriate for each will be
allocated in accordance with a formula believed to be equitable to
each company and account. The Portfolio recognizes that in some
cases this procedure may adversely affect the size of the position
obtainable for the Portfolio. In addition, the Portfolio
understands that the persons employed by the Manager to assist in
the performance of the Manager's duties under this Agreement will
not devote their full time to such service and nothing contained in
this Agreement shall be deemed to limit or restrict the right of
the Manager or any affiliate of the Manager to engage in and devote
time and attention to other businesses or to render services of
whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective October 13, 1999 (the
"Effective Date") and shall continue for an initial two-year term
and shall continue thereafter so long as such continuance is
specifically approved at least annually as required by the 1940
Act. This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board of the Company or by vote of holders
of a majority (as defined in the 1940 Act and the rules thereunder)
of the outstanding voting securities of the Portfolio, or upon 60
days' written notice, by the Manager. This Agreement will also
terminate automatically in the event of its assignment (as defined
in the 1940 Act and the rules thereunder).
11. Representation by the Company
The Company represents that a copy of the Articles of
Incorporation is on file with the Secretary of the State of
Maryland.
If the foregoing is in accordance with your understanding,
kindly indicate your acceptance of this Agreement by signing and
returning the enclosed copy of this Agreement.
Very truly yours,
TRAVELERS SERIES FUND INC.
By: /s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Chairman
Accepted:
SSB CITI FUND MANAGEMENT LLC
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Secretary and General Counsel
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