SMITH BARNEY/TRAVELERS SERIES FUND INC.
Supplement dated September 3, 1996 to
Prospectus dated February 28, 1996
At recent meetings of the Board of Directors of Smith Barney/Travelers
Series Fund Inc. the Board approved the following to become effective
September 3, 1996:
1. The name of the Fund shall be changed to "Travelers Series Fund
Inc."
2. The Investment Management Agreements of each of the Alliance
Growth Portfolio, the AIM Capital Appreciation Portfolio, the Putnam
Diversified Income Portfolio, the MFS Total Return Portfolio, the GT Global
Strategic Income Portfolio, the Van Kampen American Capital Enterprise
Portfolio and the TBC Managed Income Portfolio (the "Portfolios") shall be
transferred from Smith Barney Mutual Funds Management Inc. ("SBMFM") to
Travelers Investment Adviser, Inc. ("TIA"), an affiliate of SBMFM. These
transfers are being made to facilitate the coordination of services provided
to variable annuity and pension products investing in the Portfolios.
Investment management services provided by TIA for each Portfolio will be
conducted by the same personnel who manage each Portfolio under SBMFM, and the
terms of the agreements (including the fees) will remain the same.
In connection with the transfer of the management agreements to TIA,
each of the subadvisory agreements SBMFM had previously entered into on behalf
of each of the Portfolios has also been transferred to and assumed by TIA
under the same terms (including fees) and conditions.
3. TIA will enter into a Sub-Administrative Services Agreement with
SBMFM under which it will: (a) assist TIA in supervising all aspects of each
Portfolio's operations; (b) supply each Portfolio with office facilities,
statistical and research services, data processing services, clerical,
accounting and bookkeeping services; and (c) prepare reports to each
Portfolio's shareholders, reports to and filings with the Securities and
Exchange Commission and state blue sky authorities, if applicable. TIA will
pay SBMFM, as Sub-Administrator, a fee in an amount equal to an annual rate of
0.10% of each Portfolio's average daily net assets.
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