SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[XXX] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SMITH BARNEY SERIES FUND
(Name of Registrant as Specified In Its Charter)
CAREN CUNNINGHAM
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XXX] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6 (i)(1), or 14a-
6(j)(2) or the 1940 Act Rule 20a-1.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
EQUITY INDEX PORTFOLIO
A SUB-TRUST OF SMITH BARNEY SERIES FUND
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on April 27, 1995
To the Shareholders of
Equity Index Portfolio:
Notice is hereby given that a Special Meeting of Shareholders of Equity
Index Portfolio (the "Portfolio"),
an investment series organized as a sub-trust of Smith Barney
Series Fund (the "Trust"), will be held at the offices
of the Portfolio, 388 Greenwich Street, 26th floor, New York,
New York 10013, at 3:00 p.m. on April 27, 1995, for the
following purposes:
1. To approve or disapprove a new investment advisory agreement between
the Trust, on behalf
of the Portfolio, and Travelers Investment Management Company, a
wholly-owned subsidiary of Smith Barney
Holdings, Inc., the parent company of the Portfolio's distributor and
its administrator, containing substantially
the same terms and conditions, including the same level of fees, as
the Portfolio's current investment advisory
agreement (Proposal 1).
2. To transact such other business as may properly come before the
Special Meeting or any
adjournment(s) thereof.
The Board of Trustees has fixed the close of business on March 13, 1995,
as the record date for the
determination of shareholders of the Portfolio entitled to notice of
and to vote at the Special Meeting.
By Order of the Board of Trustees
Christina T. Sydor
March 30, 1995 Secretary
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
INSTRUCTIONS FOR
THE PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE INSIDE
COVER OF THIS
NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and
expense to the Portfolio involved in validating your vote if you fail to
sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform
exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated
unless it is reflected in the form of registration. For example:
Registration
Corporate Accounts
Valid Signature
(1) ABC Corp. .....................................................
ABC Corp.
(2) ABC Corp. .....................................................
John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer .................................
John Doe
(4) ABC Corp. Profit Sharing Plan .....................
John Doe, Trustee
Trust Accounts
(1) ABC Trust .....................................................
Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78..................................................
Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ....................
John B. Smith
(2) Estate of John B. Smith .................................
John B. Smith, Jr.,
Executor
EQUITY INDEX PORTFOLIO
A SUB-TRUST OF SMITH BARNEY SERIES FUND
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 27, 1995
PROXY
STATEMENT
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of
Trustees (the "Board") of Smith Barney Series Fund (the "Trust")
with respect to Equity Index Portfolio (the
"Portfolio"), for use at a Special Meeting of Shareholders of the
Portfolio to be held at 3:00 p.m. on April 27, 1995,
at the offices of the Portfolio, 388 Greenwich Street, 26th floor,
New York, New York 10013, and at any
adjournments thereof (collectively, the "Special Meeting"). A Notice
of Special Meeting of Shareholders and a
proxy card accompany this Proxy Statement. Proxy solicitations
will be made primarily by mail, but proxy
solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers and
employees of: the Portfolio; Smith Barney Mutual Funds Management
Inc. ("SBMFM"), the administrator of the
Portfolio; Smith Barney, Inc. ("Smith Barney"), the distributor of
the shares for the Portfolio; The Shareholder
Services Group, Inc. ("TSSG"), a subsidiary of First Data
Corporation, the transfer agent of the Portfolio; and/or
The Boston Company Advisors, Inc. ("Boston Advisors"), the
sub-administrator of the Portfolio. The costs of
proxy solicitation and expenses incurred in connection with the
preparation of this Proxy Statement and its
enclosures will be paid by Smith Barney. A copy of the annual
report of the Portfolio dated December 31, 1994, is
available upon request and without charge by writing to the
Portfolio at the address listed above or by calling 1-
800-224-7523.
The Trust currently issues one class of shares of
beneficial interest in respect of the Portfolio at par
value of $.001 per share. If the enclosed proxy is properly
executed and returned in time to be voted at the Special
Meeting, the shares represented by the proxy will be voted in
accordance with the instructions marked thereon.
Unless instructions to the contrary are marked on the
proxy, it will be voted FOR the matters listed in the
accompanying Notice of Special Meeting of Shareholders. Any
shareholder who has given a proxy has the right
to revoke it at any time prior to its exercise either by
attending the Special Meeting and voting his or her shares in
person, or by submitting a letter of revocation or a
later-dated proxy to the Portfolio at the above address prior to
the date of the Special Meeting. For purposes of determining
the presence of a quorum for transacting business
at the Special Meeting, abstentions and broker "non-votes"
(i.e., proxies from brokers or nominees indicating that
such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on
a particular matter with respect to which the brokers or
nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted.
For this reason, abstention and broker "non-votes"
will have the effect of a "no" vote for purposes of obtaining
the requisite approval of the proposal.
In the event that a quorum is not present at the Special
Meeting, the persons named as proxies on the
enclosed proxy card may propose one or more adjournments of
the Special Meeting to permit further solicitation
of proxies. In determining whether to adjourn the Special
Meeting, the following factors may be considered: the
nature of the proposal that is the subject of the Special
Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any
further solicitation and the information to be
provided to shareholders with respect to the reasons for
the solicitation. Any adjournment will require the
affirmative vote of a majority of those shares represented
at the Special Meeting in person or by proxy. Under the
Trust's Master Trust Agreement dated May 13, 1991, as amended
(the "Master Trust Agreement"), a quorum of
shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding
shares of the Portfolio entitled to vote at the Special Meeting.
The Board has fixed the close of business on March 13, 1995
as the record date (the "Record Date") for
the determination of shareholders of the Portfolio entitled
to notice of and to vote at the Special Meeting. At the
close of business on the Record Date, there were 862,096.320
shares of the Portfolio outstanding. At Record
Date, to the knowledge of the Portfolio and the Board, no
single shareholder or "group" (as that term is used in
Section 13(d) of the Securities Exchange Act of 1934),
beneficially owned more than 5% of the outstanding shares
of the Portfolio with the exception of Joyce Vonbothmer,
1040 Fifth Avenue, New York, New York 10028, who
owned 7% of the Portfolio. As of the Record Date, the
officers and Board Members beneficially owned less than
1% of the shares of the Portfolio. At the Record Date, no
shares of TIMCO or its ultimate parent corporation, The
Travelers Inc., were held by Board Members.
All of the outstanding shares are held of record by IDS Life
Insurance Company ("IDS Life") or IDS Life
Insurance Company of New York ("IDS Life of New York"), a
wholly owned subsidiary of IDS Life, for the benefit
of owners of annuity contracts ("Contract Owners") issued by
IDS Life and IDS Life of New York. IDS Life's
address is IDS Tower 10, Minneapolis, Minnesota 55440-0010.
IDS Life of New York's address is 20 Madison
Avenue Extension, Albany, New York 12203. Each share is
entitled to one vote, and any fractional share is
entitled to a fractional vote. IDS Life and IDS Life of
New York will vote the shares as directed by the Contract
Owners who have allocated purchase payments to annuity
contract sub-accounts investing in the Portfolio. Each
Contract Owner has the right to direct the votes of that
number of shares of the Portfolio determined by
multiplying the total number of shares of the Portfolio
outstanding by a fraction, the numerator of which is the
number of units held by such Contract Owner in the Portfolio
and the denominator of which is the total number of
units of the Portfolio outstanding on the Record Date.
Units reflect client ownership in the separate account,
while shares reflect ownership in the Portfolio. The value
of units is based on the net asset value of the
underlying portfolio adjusted for separate account fees.
If proper instructions are not received from a Contract
Owner, the shares with respect to which the Contract Owner
has the right to direct votes will be voted by IDS Life
and IDS Life of New York in the same ratio as those shares
for which proper instructions were received from other
Contract Owners. In addition, IDS Life and IDS Life of New York
will vote the shares for which they have voting
rights in the same proportion as the votes for which they have
received proper instructions.
In order that your shares may be represented at the Special
Meeting you are requested to:
- indicate your instructions on the enclosed proxy card;
- date and sign the proxy card;
- mail the proxy card promptly in the enclosed envelope, which
requires no postage if mailed in
the United States; and
- allow sufficient time for the proxy card to be received
on or before 5:00 p.m. on April 26, 1995
As a business trust formed under the laws of the Commonwealth of
Massachusetts, the Trust is not
required to hold annual shareholder meetings but may hold special
meetings as required or deemed desirable. As
indicated above, the Special Meeting is being called to consider a
new investment advisory contract for the
Portfolio.
The Board recommends an affirmative vote on Proposal 1.
PROPOSAL 1
TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN
TRAVELERS INVESTMENT MANAGEMENT COMPANY AND THE TRUST ON BEHALF OF THE
PORTFOLIO, CONTAINING SUBSTANTIALLY THE SAME TERMS AND CONDITIONS,
INCLUDING THE
SAME LEVEL OF FEES, AS THE PORTFOLIO'S CURRENT INVESTMENT ADVISORY AGREEMENT.
SUMMARY OF PROPOSAL
For the reasons and based on an extensive analysis of factors
described below, the Trustees of the Trust
unanimously determined, subject to approval by the shareholders of
the Portfolio, to enter into a new investment
advisory agreement (the "New Agreement") between the Portfolio and
Travelers Investment Management
Company ("TIMCO"), a wholly owned subsidiary of Smith Barney
Holdings, Inc. ("Holdings"), the parent
company of the Portfolio's distributor and administrator. PanAgora
Asset Management, Inc. ("PanAgora
Management") is currently the Portfolio's investment adviser under an
agreement (the "Current Agreement") that
will terminate on March 31, 1995, pursuant to notice duly given by
the Board of Trustees of the Trust. The New
Agreement contains substantially the same terms and conditions,
including the same investment advisory fee,
found in the Current Agreement. The New Agreement will commence on
April 1, 1995 and, if approved by
shareholders, will continue initially for a two year period and
would continue automatically for successive annual
periods thereafter; provided such continuance is approved at least
annually by: (a) a majority of the Board who
are not interested persons of the Trust (as the term is used in the
Investment Company Act of 1940, as amended
(the "1940 Act")) and (b) a majority of the full Board of Trustees
or a majority of the outstanding voting securities
of the Portfolio, as defined in the 1940 Act.
THE CURRENT INVESTMENT ADVISER
PanAgora Management, an adviser registered under the
Investment Advisers Act of 1940, as amended
(the "Advisers Act"), presently acts as investment
adviser to the Portfolio. PanAgora Management, which is
located at 25 Franklin Street, 22nd Floor Boston,
Massachusetts 02110, is 50% owned by Nippon Life Insurance
Company and 50% owned by Lehman Brothers, Inc. ("Lehman Brothers"),
a wholly owned subsidiary of Lehman
Brothers Holdings Inc. Lehman Brothers Holdings Inc.,
in turn, is a publicly owned corporation of which Nippon
Life Insurance Company owns approximately 11.2% of the
outstanding voting stock. PanAgora renders
investment advice to institutional clients (including
other investment companies) with total assets under
management, as of February 28, 1995 of $14.5 billion.
The Current Agreement, dated October 16, 1991, was last
approved by shareholders on December 17, 1992. Under the terms
of the Current Agreement, the Portfolio pays
an investment advisory at an annual rate of 0.40% of the
average net assets of the Portfolio. During the fiscal
year ended December 31, 1994, the Portfolio paid PanAgora
Management $29,051 in investment advisory fees.
THE PROPOSED INVESTMENT ADVISER
TIMCO was founded over 25 years ago as an investment adviser
responsible for providing investment
service to investment companies and private accounts. The
investment professionals at TIMCO, which has been
a registered investment adviser since 1971, have extensive
experience in developing and managing equity
portfolios with objectives similar to the Portfolio's objectives.
Exhibit B to this Proxy Statement identifies
investment companies that invest in equities for which TIMCO
services as investment adviser, the fees charged
by TIMCO and the size of each such investment company. Under
the terms of these various investment advisory
agreements, TIMCO provides portfolio advice and assistance with
respect to the selection, acquisition, holding
and disposal of securities and receives compensation based on
direct and indirect costs it incurs in performing
such services.
The name, position with TIMCO and principal occupation of
each executive officer and director of
TIMCO are set forth in the following table. The business address
of TIMCO and each officer and director is One
Tower Square, Hartford, CT 06183-2030.
Name
Position with TIMCO
Principal Occupation
Kent A. Kelley
Chief Executive Officer
Chief Executive Officer and Portfolio
Manager
Sandip A. Bhagat
President
President and Portfolio Manager
Jacob E. Hurwitz
Vice President
Portfolio Manager
Daniel B. Willey
Vice President
Head Trader
EVALUATION BY THE BOARD AND REASONS FOR THE PROPOSAL
On January 25, 1995, the Trustees of the Trust met in person at
a meeting called for the purpose of
considering, among other things, the New Agreement with TIMCO.
The Board also considered at that time the
continuation of the Portfolio's Current Agreement with PanAgora
Management and various other possible
alternatives. The Board reviewed materials furnished by TIMCO
and information regarding PanAgora
Management. The written material described, among other matters,
each of TIMCO and PanAgora Management
and their affiliates, senior personnel, portfolio managers,
analysts, economists and others, their methods of
operations, investment philosophies, performance records and
financial conditions. Representatives of TIMCO
met with the Board to discuss in depth the written materials
and to respond to questions from the Board and its
independent counsel. The Board reviewed and considered PanAgora
Management's investment performance on
behalf of the Portfolio and the past investment performance of
TIMCO in managing portfolios of funds with
objectives and policies similar to those of the Portfolio.
The Board of Trustees of the Trust determined to terminate
the Portfolio's agreement with PanAgora
Management and to enter into the New Agreement with TIMCO
subject to the approval of shareholders. In so
doing, a variety of factors were evaluated. The Board considered
the fact that at the time of the Portfolio's
inception, PanAgora Management had been an integral part of the
asset management structure of Shearson
Lehman Brothers, Inc. ("Shearson Lehman Brothers") and
that this relationship was fundamentally altered upon
the separation of Lehman Brothers (which owns 50% of PanAgora
Management) from Shearson Lehman in July,
1993, when the latter's assets were acquired by Smith Barney.
Prior to that time, Heath B. McLendon, the Trust's
chief executive officer, was in close contact with the
Portfolio's management team and, as an officer of Shearson
Lehman, was able to provide considerable oversight of the adviser's
activities. Lehman Brothers, however, is
now a completely separate company and Mr. McLendon no longer has
unrestricted access to PanAgora
Management. The Board noted that this would not be the case,
however, if TIMCO were appointed investment
adviser of the Portfolio as TIMCO is a wholly owned subsidiary
of Holdings, the parent company of Smith Barney
of which Mr. McLendon is a managing director.
The Board also took note that prior to July 1993, the Portfolio's
distributor (Shearson Lehman Brothers)
and the Portfolio's investment adviser were affiliated.
Today, the Portfolio's distributor and administrator are no
longer affiliated with its investment adviser. The Board
considered whether TIMCO, as the Portfolio's investment
adviser, could facilitate the Portfolio's integration with the
other components of the Smith Barney Group of Funds
and thereby better enhance the support and services received
by the Portfolio's shareholders.
The Board also acknowledged that Lehman Brothers and its
affiliates are currently advising and
sponsoring a series of mutual funds that are being offered, and
will continue to be offered, to retail and other
investors through its own distribution network. In this
regard, it was noted that the availability of Lehman-
sponsored funds could be confusing to investors in the Portfolio
and other mutual funds sponsored by Smith
Barney.
The Board review the past performance records of PanAgora
Management and TIMCO over relevant
periods of time as well as the background and experience of
the various officers and managers employed by those
companies. The Board noted that TIMCO had been involved in the
management of over ten different index
funds since 1985. The Board also compared the past performance
of TIMCO and PanAgora Management and
evaluated those records against various indices and industry
standards. The Board was satisfied that both
PanAgora Management and TIMCO could provide high quality
advisory and management services to the
Portfolio.
After carefully evaluating the foregoing material and factors,
and after meeting in executive session with
independent counsel, the Trustees of the Trust who were not
interested persons of the Trust approved, subject
to shareholder approval, the New Agreement with TIMCO containing
substantially identical terms and conditions
to the Current Agreement, and recommended its approval by the Portfolio's
shareholders.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the Portfolio are made
by its investment adviser (collectively
referring to both PanAgora Management and TIMCO), subject to the
overall review of the Board. Although
investment decisions for the Portfolio are made independently from
those of other accounts managed by the
investment adviser, investments of the type the Portfolio may
make also may be made by those other accounts.
When the Portfolio and one or more other accounts managed by the
investment adviser are prepared to invest in,
or desire to dispose of, the same security, available investments or
opportunities for sales will be allocated to
each. In some cases, this procedure may adversely affect the price
paid or received by the Portfolio or the size of
the position obtained or disposed of by the Portfolio.
Transactions on many stock exchanges involve the payment of
negotiated brokerage commissions. On
exchanges where commissions are negotiated, the cost of
transactions may vary among different brokers. The
cost of securities purchased from underwriters include an
underwriting commission or concession and the prices
at which securities are repurchased from and sold to dealers
include a dealer's mark-up or mark-down.
In selecting brokers or dealers to execute portfolio
transactions on behalf of the Portfolio, the
investment adviser seeks the best overall terms available.
In assessing the best overall terms available for any
transactions, the investment adviser will consider factors
it deems relevant, including 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 addition,
the investment adviser is authorized, in selecting brokers or
dealers to execute a particular transaction and in
evaluating the best overall terms available, to consider the
brokerage and research services (as those terms are
defined in Section 28(e) of the Securities and Exchange Act of
1934) provided to the Portfolio and/or other
accounts over which the investment adviser or its affiliates
exercise investment discretion. The fees under the
Portfolio's investment advisory agreement are not reduced by
reason of the Portfolio's or investment adviser's
receiving brokerage and research services. Research and
investment services are those which brokerage houses
customarily provide to institutional investors and include
statistical and economic data and research reports on
particular issues and industries. These services are used by
the investment adviser in connection with all of its
investment activities, and some of the services obtained in
connection with the execution of transactions for the
Portfolio may be used in managing other investment accounts.
Conversely, brokers furnishing these services
may be selected for the execution of transactions for these
other accounts, whose aggregate assets may exceed
those of the Portfolio, and the services furnished by the
brokers may be used by the investment adviser in
providing investments for the Portfolio. The Board of Trustees
periodically will review the commissions paid by
the Portfolio to determine if the commissions paid over
representative periods of time were reasonable in relation
to the benefits inuring to the Portfolio.
To the extent consistent with applicable provisions of the
1940 Act and the rules and exemptions
adopted by the Securities and Exchange Commission (the "SEC")
under the 1940 Act, subject to the approval of
the Board, transactions for the Portfolio may be executed
through Smith Barney and other affiliated broker-dealers
if, in the judgment of the Portfolio's investment adviser, the
use of an affiliated broker-dealer is likely to result in
price and execution at least as favorable as those of other
qualified broker-dealers.
To the extent consistent with applicable provisions of the 1940
Act and the rules and exemptions
adopted by the SEC thereunder, the Board has determined that
transactions for the Portfolio may be executed
through Smith Barney (an affiliate of the administrator and
distributor for the Portfolio and other affiliated broker-
dealers if, in the judgment of the Portfolio's investment
adviser, the use of an affiliated broker-dealer is likely to
result in price and execution at least as favorable as those
of other qualified broker-dealers.
The Board periodically reviews the commissions paid by the
Trust to determine if the commissions paid
over representative periods of time were reasonable in relation
to the benefits inuring to the Trust. During the
fiscal year ended December 31, 1994, the Trust incurred total
brokerage commissions on portfolio transactions in
respect of the Portfolio of $455,841, of which $18,774 or
4.11% was paid to Smith Barney.
The Portfolio will not purchase any security during the
existence of any underwriting or selling group
relating to the security of which Smith Barney is a member, except
to the extent permitted by the SEC.
THE PROPOSED AGREEMENT
A copy of the form of the New Agreement is set forth as Exhibit
A to this Proxy Statement. Under its
terms, TIMCO, subject to the supervision and approval of the
Portfolio's Board, would manage the Portfolio's
investments in accordance with the investment objective and
policies stated in the Portfolio's Prospectus and
Statement of Additional Information. As investment adviser,
TIMCO would be responsible for making
investment decisions concerning assets, supplying investment
research and portfolio management services and
placing orders to purchase and sell assets on behalf of the
Portfolio. TIMCO would receive a fee that is
computed daily and paid monthly at the annual rate of 0.40%
of the value of the Portfolio's average daily net
assets. With the exception of the identity of the investment
adviser and the commencement and termination
dates, the provisions of the New Agreement and the Current
Agreement with PanAgora Management are
virtually identical.
Under the terms of the New Agreement, TIMCO bears all expenses
in connection with its performance.
Other expenses incurred in the operation of the Portfolio
will continue to be borne by the Portfolio, including:
taxes, interest, brokerage fees and commissions, if any;
distribution and shareholder service fees; fees of the
Board members who are not officers, directors; shareholders
or blue sky qualification fees; charges of custodian
and transfer and dividend disbursing agents; certain insurance
premiums; outside auditing and legal expenses;
costs of investor services (including allocable telephone and
personnel expenses); costs of preparation and
printing of prospectuses and statements of additional
information for regulatory purposes and for distribution to
shareholders; costs of preparation and printing of
shareholders' reports; costs incurred in connection with
meetings of the shareholders of the Portfolio and of the officers
of the Portfolio or Board and any extraordinary
expenses.
If, in any fiscal year, the aggregate expenses of the
Portfolio (including fees pursuant to the Portfolio's
investment advisory and administration agreements but
excluding distribution and shareholder services fees,
interest, taxes, brokerage, and, if permitted by state
securities commissions, extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the
Portfolio, TIMCO will reduce its fee to the Portfolio for
excess expense to the extent required by state law in the same
proportion as its fee bears to the Portfolio's
aggregate fees for investment advice and administration. This
expense reimbursement, if any, will be estimated,
reconciled and paid on a monthly basis.
The New Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or
reckless disregard for its obligations thereunder, TIMCO shall
not be liable for any act or omission in the course
of or in connection with the rendering of its services thereunder.
REQUIRED VOTE
Approval of the New Agreement requires the affirmative vote of
a "majority of the outstanding voting
securities" of the Portfolio. The term "majority of the outstanding
voting securities" of the Portfolio, as defined in
the 1940 Act, means an affirmative vote of the lesser of: (a) 67% of
the voting securities of the Portfolio present at
the Special Meeting if more than 50% of the outstanding shares are
present in person or by proxy at the Special
Meeting; and (b) more than 50% of the outstanding voting securities
of the Portfolio.
If the New Agreement is not approved by the shareholders of the
Portfolio, TIMCO will continue to
serve as investment adviser to the Portfolio for a period of
time pending approval of such agreement or a different
investment advisory agreement or other definitive action by
shareholders, provided that the compensation
received by TIMCO during that period is not greater than the
amount that would have been received under the
Portfolio's agreement with PanAgora Management.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Portfolio is not generally required to hold annual
or special meetings of the shareholders.
Shareholders wishing to submit proposals for inclusion in
a proxy statement for a subsequent shareholders'
meeting should send their written proposals to the
Secretary of the Portfolio c/o Smith Barney Mutual Funds
Management Inc., 388 Greenwich Street, 22nd Floor, New York,
New York 10013.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Portfolio's
outstanding voting securities (as defined in the 1940
Act) may require the calling of a meeting of the Portfolio's
shareholders for the purpose of voting on the removal
of any Board member. Meetings of the Portfolio's shareholders
for any other purpose will also be called by the
Board when requested in writing by shareholders holding at
least 10% of the shares then outstanding or, if the
Board members shall fail to call or give notice of any
meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the shares
then outstanding may call give notice of such
meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business
at the Special Meeting other than as described
in this Proxy Statement, nor is the Board aware that any
shareholder intends to do so. If, however, any other
matters are properly brought before the Special Meeting,
the persons named in the accompanying proxy card will
vote thereon in accordance with their judgment.
March 30, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
SMITH BARNEY SERIES FUND
(Equity Index Portfolio)
April 1, 1995
Travelers Investment Management Company
One Tower Square
Hartford, CT 06183-2030
Dear Sirs:
Smith Barney Series Fund (the "Company"), a trust organized under
the laws of the Commonwealth of
Massachusetts, confirms its agreement with the Travelers Investment
Management Company (the "Adviser"), as
follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing and
reinvesting in investments of the kind and
in accordance with the investment objective(s), policies and
limitations specified in its Master Trust Agreement,
as amended from time to time (the "Master Trust Agreement"), 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
Trustees of the Company (the "Board"). Copies
of the Prospectus, the Statement and the Master Trust Agreement
have been or will be submitted to the Adviser.
The Company agrees to provide copies of all amendments to the
Prospectus, the Statement and the Master Trust
Agreement to the Adviser on an on-going basis. The Company
desires to employ and hereby appoints the
Adviser to act as the investment adviser to the Equity Index
Portfolio (the "Portfolio"). The Adviser accepts the
appointment and agrees to furnish the services for the compensation
set forth below.
2. Services as Investment Adviser
Subject to the supervision, direction and approval of the Board
of the Company, the Adviser will (a)
manage the Company's holdings in accordance with the Portfolio's
investment objective(s) and policies as stated
in the Master Trust Agreement, the Prospectus and the
Statement; (b) make investment decisions for the
Portfolio; (c) place purchase and sale orders for portfolio
transactions for the Portfolio; and (d) employ
professional portfolio managers and securities analysts who
provide research services to the Portfolio. In
providing those services, the Adviser 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 to execute transactions on
behalf of the Portfolio, the Adviser will seek
the best overall terms available. In assessing the best
overall terms available for any transaction, the Adviser 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 Adviser 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 Adviser or its affiliate
exercise investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments
materially affecting the Portfolio's
holdings, and will, on its own initiative, furnish the Company
from time to time with whatever information the
Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering
the services listed in Paragraphs 2 and 3 above.
The Adviser 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
Adviser against any liability to the Company or to
its shareholders of the Portfolio to which the Adviser
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
Adviser's reckless disregard of its obligations and duties under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Company will pay the Adviser
on the first business day of each month a fee for the
previous month at the annual rate of 0.40% of 1.00% of the
Portfolio's average daily net assets. 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 Adviser, the value
of the Portfolio's net assets shall be computed at
the times and in the manner specified in the Prospectus and/or Statement.
7. Expenses
The Adviser will bear all expenses in connection with the
performance of its services under this
Agreement. The Company will bear certain other expenses to be
incurred in its operation, including, but not
limited to: investment advisory and administration fees; fees
for necessary professional and brokerage services;
fees for any pricing service; the costs of regulatory
compliance; and costs associated with maintaining the
Company's legal existence and shareholder relations.
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 agreement, but excluding
interest, taxes, brokerage and extraordinary expenses)
exceed the expense limitation of any state having jurisdiction
over the Portfolio, the Adviser will reduce its fee to
the Portfolio by the proportion of such excess expense equal to
the proportion that its fee thereunder bears to the
aggregate of fees paid by the Portfolio for investment advice
and administration in that year, to the extent
required by state law. A fee reduction pursuant to this
Paragraph 8, if any, will be estimated, reconciled and paid
on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will continue
to act and may act in the future as
investment adviser to fiduciary and other managed accounts,
and as investment adviser to other investment
companies, and the Company has no objection to the Adviser's
so acting, provided that whenever the Portfolio
and one or more other investment companies advised by the
Adviser 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. 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 Adviser to assist in the performance of the Adviser'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
Adviser or any affiliate of the Adviser 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 as of the date first
written above and shall continue for an initial
two-year term and shall continue thereafter so long as such
continuance is specifically approved at least annually
by (i) the Board of the Company or (ii) a vote of a "majority"
(as that term is defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of the Portfolio's
outstanding voting securities, provided that in either
event the continuance is also approved by a majority of the
Board who are not "interested persons" (as defined
in the 1940 Act) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of
voting on such approval. 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 of the
Portfolio's shares, or upon 90 days' written notice, by
the Adviser. 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 Master Trust
Agreement is on file with the Secretary of the
Commonwealth of Massachusetts.
12. Limitation of Liability
The Company and the Adviser agree that the obligations of
the Company under this Agreement shall
not be binding upon any of the members of the Board,
shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Company, individually,
but are binding only upon the assets and property
of the Company, as provided in the Master Trust Agreement.
The execution and delivery of this Agreement have
been authorized by the Board and a majority of the holders
of the Portfolio's outstanding voting securities, and
signed by an authorized officer of the Company, acting as such,
and neither such authorization by such members
of the Board and shareholders nor such execution and
delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability
on any of them personally, but shall bind only the
assets and property of the Company as provided in the
Master Trust Agreement.
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,
SMITH BARNEY SERIES FUND
By __________________________
Heath B. McLendon
Chairman of the Board and
Chief Executive Officer
Accepted:
Travelers Investment Management Company
By ______________________________
Name
Titl
EXHIBIT B
TIMCO-ADVISED INVESTMENT COMPANIES
INVESTING IN EQUITIES
Investment Company
Assets as of
2/28/95
Advisory Fee Schedule
From
To
F
ee
The Travelers Growth and Income Stock
Account for Variable Annuities
$339,384,909
0.45%
The Travelers Timed Growth and Income
Stock Account for Variable Annuities
$309,404,904
0.3233%
The Travelers Capital Appreciation Fund
$81,741,073
0.20%
The Travelers Managed Asset Trust
$93,545,158
0.50%
The Travelers Series Trust-
Social Awareness Stock Portfolio
$4,408,004
$ 0
50,000,001
100,000,001
200,000,001
$ 50,000,000
100,000,000
200,000,000
and over
0.65%
0.55%
0.45%
0.40%
The Travelers Timed Aggressive Stock
Account for Variable Annuities
$44,139,726
$ 0
20,000,001
100,000,001
300,000,001
$20,000,000
100,000,000
300,000,000
and over
0.50%
0.25%
0.20%
0.15%
VOTE THIS VOTING INSTRUCTION CARD TODAY
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
...........................................................................
...........................................................................
...........................................................................
SMITH BARNEY SERIES FUND
ON BEHALF OF EQUITY INDEX PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of Equity Index Portfolio (the
"Portolio"), a sub-trust of Smith Barney Series Fund (the "Trust"), hereby
appoints Heath B. McLendon, Christina T. Sydor and Caren Cunningham,
attorneys and proxies for the undersigned with full powers of substitution
and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of the Treasury Fund that the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Portfolio to
be held at the offices of the Trust, 388 Greenwich Street, 26th Floor, New
York, New York on April 27, 1995 at 3:00 p.m. and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting and Prospectus /Proxy Statement dated March [
], 1995 and hereby instructs said attorneys and proxies to vote said shares
as indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Special
Meeting. A majority of the proxies present and acting at the Special
Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority
of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy.
If joint owners, EITHER may sign this Proxy. When signing as attorney,
executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
Date:
Signature(s)
________________________________________
(Title(s), if applicable)
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
...........................................................................
...........................................................................
...........................................................................
Please indicate your vote by an "X" in the appropriate box below. This
proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. To approve or disapprove a new investment advisory agreement
between Smith Barney Series Fund, on behalf of its Equity Index
Portfolio (the "Portfolio"), and Travelers Investment Management
Company, a wholly owned subsidiary of Smith Barney Holding, Inc., the
parent company of the administrator and distributor for Smith Barney
Series Fund, containing subtantially the same terms and conditions,
including the same level of fees, as the Portfolio's current
investment advisory agreement.
FOR
AGAINST
ABSTAIN
l:\domestic\user\cac\timprox.doc
