MANAGEMENT AGREEMENT
(TO BE USED WITHOUT SUBADVISORY AGREEMENT)
TRAVELERS SERIES FUND INC.
(Xxxxx Xxxxxx Large Capitalization Growth Portfolio)
December , 1997
XXXXX XXXXXX MUTUAL FUNDS MANAGEMENT INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 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 Large Capitalization Growth Portfolio (the
"Portfolio"), confirms its agreement with Xxxxx Xxxxxx Mutual
Funds Management Inc. (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 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, Xxxxx Xxxxxx Shearson 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 December ___, 1997
(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:
Name:
Title:
Accepted:
XXXXX XXXXXX MUTUAL FUNDS MANAGEMENT INC.
By:
Name:
Title:
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