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 Sec. 240.14a-11(c)
or
Sec. 240.14a-12
SMITH BARNEY/TRAVELERS SERIES FUND INC.
(Name of Registrant as Specified In Its
Charter)
NANCY W. LE DONNE
(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.
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PRELIMINARY COPY - FOR SEC USE ONLY
SMITH BARNEY/TRAVELERS SERIES FUND INC.
388 Greenwich Street, New York, NY 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE G.T. GLOBAL STRATEGIC INCOME
PORTFOLIO
To Be Held on November 10, 1995
To the Shareholders:
A Special Meeting of Shareholders of the G.T.
Global Strategic Income Portfolio (the
"Portfolio") of Smith
Barney/Travelers Series Fund Inc. (the "Fund") will be held
on November 10, 1995 at 4:00 P.M. at 388 Greenwich Street,
22nd Floor, New York, New York, for the following purpose:
(1) To approve or disapprove the changing of
the Portfolio's subclassification from a diversified
to a non-diversified company under the Investment
Company Act of 1940, as amended. (FOR SHAREHOLDERS
OF THE G.T. GLOBAL STRATEGIC INCOME PORTFOLIO ONLY);
and
(2) To transact such other business as may
properly come before the meeting or any adjournment
thereof.
Only owners of variable annuity contracts issued by
The
Travelers Insurance Company that were invested in the
Portfolio as of the close of business on September 8, 1995
are considered "shareholders of record" and are entitled to
notice of and to vote at the meeting.
Please mark, date and sign the enclosed proxy and return
it in the prepaid envelope enclosed for your convenience to
insure that your shares are represented. The prompt
return of your
proxy will save the expense of further mailings. If you
attend
the meeting you can revoke your proxy and vote your shares
in person if you wish.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
October 3, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY. SHAREHOLDERS ARE URGED TO MARK, DATE,
SIGN AND RETURN
THE PROXY IN THE ENCLOSED PREPAID ENVELOPE.
SMITH BARNEY/TRAVELERS SERIES FUND INC.
388 Greenwich Street
New York, New York 10013
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
OF
THE G.T. GLOBAL STRATEGIC INCOME PORTFOLIO to be held
on November 10, 1995
Proxies in the form enclosed with this Proxy Statement
are solicited by the Board of Directors of the Smith
Barney/Travelers Series Fund Inc. (the "Fund") for use
at a Meeting of
Shareholders of the G.T. Global Strategic Income Portfolio
(the "Portfolio"), to be held at 388 Greenwich Street, 22nd
Floor, New York, New York, at 4:00 p.m. on November 10, 1995
or at any adjournment thereof. If the enclosed form of
proxy is executed and returned, it nevertheless may be
revoked at any time before it has been exercised by signing
and sending to the Fund a later dated proxy or written
revocation, or by attending the meeting and voting in person.
A proxy when executed and not so revoked will be voted and if
it contains any specification will be voted accordingly. If
no choice is specified, it is the intention to vote the proxy
"FOR" the proposal.
The costs of soliciting proxies in the accompanying form
for the meeting, including the costs of preparing,
printing and mailing the accompanying Notice of Meeting
and this Proxy Statement, the costs of any solicitor and
the costs of the meeting with respect to the G.T.
Global Strategic Income Portfolio will be borne equally by
G.T. Capital Management Inc. ("G.T. Capital"), the investment
subadviser to the Portfolio and Smith Barney Inc. ("Smith
Barney"), the Fund's distributor.
Proxy material for the Portfolio may also be
distributed through its transfer agent, brokers, custodians
and nominees to beneficial owners and proxies may be
solicited by telephone or telegraph by officers, directors
and regular and temporary employees of the Fund. The
mailing address of the Fund is 388 Greenwich Street, New
York, New York 10013. It is anticipated that proxies and
proxy statements will be mailed to shareholders on or about
October 3, 1995.
In the event that sufficient votes in favor of the proposal
set forth in the Notice of Meeting and this Proxy Statement
are not received by the time scheduled for the meeting, the
persons named as proxies may move one or more adjournments of
the meeting to permit further solicitation of proxies with
respect to the proposal. Any such adjournment will require
the affirmative vote of a majority of the shares present at
the meeting. The persons named as proxies will vote in
favor of such adjournment those shares which they are
entitled to vote and which have voted in favor of the
proposal.
A rule under the Investment Company Act of 1940, as
amended (the "1940 Act") provides that any matter
required by the provisions of the 1940 Act or applicable
state law, or otherwise, to be submitted to the holders
of the outstanding voting securities of an investment
company such as the Fund shall not be deemed to have been
effectively acted upon unless approved by the requisite vote of
the Portfolio affected by the matter. The rule further
provides that a Portfolio shall be deemed to be affected by a
matter unless it is clear that the matter does not affect any
interest of the Portfolio.
Proposal 1 requires for approval the affirmative vote of
a "majority of the outstanding voting securities" of the
Portfolio, which, as defined in the 1940 Act means the
affirmative vote of the lesser of (a) more than 50% of the
outstanding shares of the Portfolio or (b) 67% or more of such
shares present at a meeting if more than 50% of the
outstanding shares of the Portfolio are
represented at the meeting in person or by proxy. For
purposes of determining the presence of a quorum for
transacting business at the meeting, abstentions and broker
"non-votes" (that is, 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,
abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of the
proposal.
Only owners of variable annuity contracts issued by
The Travelers Insurance Company ("Travelers Insurance") that
were invested in the Portfolio as of the close of
business on September 8, 1995 are considered "shareholders of
record" and are entitled to notice of and to vote at the
meeting. Each share of stock is entitled to one vote for
the proposal. On the Record Date the Portfolio had
outstanding 691,131.906 shares of voting securities.
Travelers Insurance is the sole legal shareholder of
the Portfolio, since the Portfolio technically offers its
shares only for purchase by a separate account of Travelers
Insurance, The Travelers Fund BD for Variable
Annuities ("Fund BD"). Nevertheless, with respect to the
meeting, Travelers Insurance will solicit and accept timely
voting instructions from its contract owners who own
units in Fund BD that corresponds to shares in the Portfolio
(a total of 691,131.906 shares for the Portfolio as of the
Record Date) and vote them in accordance with such
instructions. Travelers Insurance will vote all Portfolio
shares related to Fund BD for which it has not received
timely voting instructions in the same proportion as the
shares for which it has received timely instructions.
As of Record Date, to the knowledge of the Fund and the
Board of Directors, 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's shares. In addition, as of the
Record Date, the directors and officers of the Fund as a
group beneficially owned less than 1% of the outstanding
shares of the Portfolio.
PROPOSAL NO. 1
(FOR SHAREHOLDERS OF THE G.T. GLOBAL STRATEGIC INCOME
PORTFOLIO ONLY)
CHANGE OF SUBCLASSIFICATION UNDER THE INVESTMENT COMPANY ACT
OF 1940
At present, the Portfolio is subject to
portfolio diversification requirements applicable to regulated
investment companies under the U.S. Internal Revenue Code
of 1986 (the "Code"), and by the Portfolio's present
subclassification under the 1940 Act as a diversified
investment company.
G.T. Capital and Smith Barney Mutual Funds Management
Inc. ("SBMFM"), the Portfolio's investment manager, have
found the diversification requirements of the 1940 Act to
be the most constraining of the diversification requirements
to which the Portfolio is presently subject. G.T. Capital,
SBMFM and the Portfolio's Board of Directors believe that
the Portfolio's
investment performance could benefit if the Portfolio changed
its subclassification under the 1940 Act so that the Portfolio
would no longer be subject to the diversification
requirements of that
Act. To this end, the Board of Directors recommends that
the Portfolio's shareholders approve the change in the
Portfolio's subclassification under the 1940 Act from a
diversified company to a non-
diversified company. The Portfolio would remain subject
to the diversification requirements applicable to it under
the
Code.
Under the 1940 Act, a diversified company must have at
least 75% of the value of its total assets represented by cash
and cash items (including receivables), U.S. Government
securities, securities of other investment companies, and
other securities limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total
assets of the investment company, and to not more than 10%
of the outstanding voting securities of the issuer.
Under the Code, to qualify as a regulated investment
company, the Portfolio must, among other things, diversify its
holdings so that at the end of each quarter of its taxable
year, (i) at least 50% of the market value of the Portfolio's
assets is represented by cash
(including cash items and receivables), U.S. Government
securities, and other securities, with such other
securities limited, in respect of any one issuer, for
purposes of this calculation to an amount not greater than 5%
of the value of the Portfolio's total assets and 10% of
the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its total assets is
invested in the securities of any one issuer (other than
U.S. Government securities). In other words, under the
Code, as of the end of any quarter, the Portfolio would
be permitted to invest in as few as twelve companies and
to have as much as 50% of its assets invested in as few as two
companies. While the relatively greater concentration in
securities of fewer issuers that would be permitted to the
Portfolio would reduce diversification of risk and could
result in greater fluctuation in the prices of the Portfolio's
portfolio securities than a fund that is more broadly
diversified, management believes it would also give the
Portfolio the
additional flexibility necessary to invest its assets
effectively within the global markets.
The Board of Directors recommends that shareholders of the
G.T. Global Strategic Income Portfolio vote FOR approval
of this Proposal to change the subclassification of the
Portfolio from a diversified to a non-diversified Portfolio
under the Investment Company Act of 1940, as amended.
OTHER MATTERS
The Board of Directors of the Fund knows of no other
matters that may come before the meeting. If any such
matters should properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their best judgment.
SHAREHOLDERS PROPOSALS
The Fund does not hold shareholder meetings
annually.
Shareholders wishing to submit proposals for consideration
for inclusion in a proxy statement for the next shareholder
meeting
should send their written proposals to Smith
Barney/Travelers Series Fund Inc., 388 Greenwich Street, New
York, NY 10013, 22nd Floor, c/o the Corporate Secretary.
Proposals must be received at a
reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the materials
for that meeting. Timely submission of a proposal does
not necessarily mean that such proposal will be included.
You are requested to mark, date, sign and return the
enclosed proxy promptly. No postage is required on the
enclosed envelope.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, NY
October 3, 1995
SMITH BARNEY/TRAVELERS SERIES FUND INC.
This Proxy is Solicited on Behalf of the Directors of
388 Greenwich Steet
Smith Barney/Travelers Series Fund Inc.
22nd Floor
New York, New York 10013
The undersigned Contract Owner hereby instructs The
Travelers Insurance Company ("The Travelers"), on behalf of
The Travelers Fund BD for Variable Annuities, to vote the
shares of Smith Barney/Travelers Series Fund Inc. (the
"Fund") attributable to his or her contract at the Special
Meeting of Shareholders of the Fund to be held at 388
Greenwich Street, 22nd Floor, New York, New York 10013, on
Friday, November 10, 1995 at 4:00 P.M., and at any adjournment
thereof, in the manner directed below with respect to the
matters referred to in the Proxy Statement for the Special
Meeting, receipt of which is hereby acknowledged, and in the
The Travelers' discretion, upon such other matters as may
properly come before the Special Meeting or any
adjournment thereof.
The Directors recommend a vote "FOR" the following proposals:
FOR
AGAINST ABSTAIN
1. APPROVAL OF THE CHANGING OF THE G.T. GLOBAL STRATEGIC INCOME
PORTFOLIO'S
SUBCLASSIFICATION FROM A DIVERSIFIED TO A NON-DIVERSIFIED
COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. (to be
considered only by the
G.T. Global Strategic Income Portfolio shareholders).
With discretionary authority, to vote upon such other business
as may properly
come before the Special Meeting.
Please sign on the reverse side.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted FOR the proposals.
Please sign exactly as name appears to the left.
When shares are held by joint tenants, both should sign, or
if one signs, that shareholder's vote binds both
shareholders. When signing as attorney, executor,
administrator, agent, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized
person.
Signature
Signature if held jointly
Dated:
, 1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
