SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
TRAVELERS SERIES FUND INC.
(Name of Registrant as Specified In Its Charter)
BARBARA J. ALLEN
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] 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:
<PAGE>
A SPECIAL NOTICE TO SHAREHOLDERS OF
TRAVELERS SERIES FUND INC.
SALOMON BROTHERS GLOBAL HIGH YIELD PORTFOLIO
(Formerly Known as INVESCO Global Strategic Income Portfolio)
Dear Shareholder:
I am writing to inform you about some important changes that have been
approved by the Board of Directors of the Travelers Series Fund Inc. (the
"Company") regarding the management of the Salomon Brothers Global High Yield
Portfolio, formerly known as the INVESCO Global Strategic Income Portfolio,
(the "Portfolio").
INVESCO, Inc. ("INVESCO") served as subadviser to the Portfolio from May 29,
1998 through June 30, 2000 pursuant to a sub-advisory agreement (the "Prior
Agreement") approved by the shareholders of the Portfolio on May 20, 1998 and
executed on May 29, 1998. On June 23, 1999, the Board of Directors of the
Company, including a majority of the directors who are not interested persons
of the Portfolio, Travelers Investment Adviser Inc. ("TIA") or INVESCO (the
"Independent Directors"), voted to continue the Prior Agreement for an
additional year until June 2000.
On or about June 9, 2000, INVESCO notified TIA that the Portfolio's manager
at INVESCO was leaving the firm with his management team and therefore INVESCO
no longer had the capability to manage the Portfolio. Because of this and
other important considerations, the Board of Directors of the Company,
including a majority of the Independent Directors, voted to appoint Salomon
Brothers Asset Management Inc. ("SaBAM") as the Portfolio's interim subadviser
for a period of up to 120 days. In addition, the Directors approved, and are
today presenting to shareholders, a proposal that SaBAM continue as the
Portfolio's subadviser after the interim period pursuant to a new sub-advisory
agreement that would run for two years from the date of shareholder approval
and from year to year thereafter. INVESCO, the Portfolio's previous subadviser
is no longer associated with the Portfolio. Peter Wilby, a Managing Director
of SaBAM, has been designated to serve as the Portfolio's interim portfolio
manager, effective July 7, 2000.
A shareholder meeting regarding the proposed change in the Portfolio's
subadviser is scheduled to take place on September 25, 2000. I ask that you
take a few moments to review the accompanying proxy materials carefully. If
you do not plan to attend the shareholder meeting, please complete the proxy
card and return it as soon as possible in the postage-paid envelope.
The Portfolio will continue to be managed to achieve its stated objective of
high current income and, secondarily, capital appreciation.
<PAGE>
Thank you for taking the time to read this letter and the accompanying proxy
statement. We look forward to helping you pursue your financial goals in the
years ahead.
Sincerely,
/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board of Directors
August 25, 2000
<PAGE>
TRAVELERS SERIES FUND INC.
Salomon Brothers Global High Yield Portfolio
(Formerly Known as INVESCO Global Strategic Income Portfolio)
388 Greenwich Street,
New York, New York 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
----------------------
To Be Held On September 25, 2000
----------------------
To the Shareholders:
A special meeting of shareholders (the "Special Meeting") of the Salomon
Brothers Global High Yield Portfolio, formerly known as the INVESCO Global
Strategic Income Portfolio (the "Portfolio"), of the Travelers Series Fund
Inc. (the "Company") will be held on September 25, 2000 at 11:00 a.m. Eastern
time at 7 World Trade Center, 42nd Floor, Conference Room B, New York,
New York, for the following purposes:
(1) To approve or disapprove a new Sub-Advisory Agreement among the
Portfolio, Travelers Investment Adviser Inc. and Salomon Brothers Asset
Management Inc.; and
(2) To transact such other business as may properly come before the
Special Meeting or any adjournments thereof.
Shareholders of record at the close of business on July 31, 2000 are
entitled to notice of and to vote at the Special Meeting and any adjournments
thereof. If you attend the Special Meeting, you may vote your shares in
person. If you do not expect to attend the Special Meeting, please fill in,
date, sign and return the proxy in the enclosed envelope that requires no
postage if mailed in the United States.
Your vote is important and your participation in the governance of the
Portfolio does make a difference.
The proposals have been unanimously approved by the Company's Board of
Directors, who recommend you vote "FOR" the proposals. Your immediate response
will help save on the costs of additional solicitations. We look forward to
your participation.
By Order of the Board of Directors
Christina T. Sydor,
Secretary
August 25, 2000
<PAGE>
THE PORTFOLIO WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY, TO A SHAREHOLDER OF THE PORTFOLIO UPON REQUEST. ANY SUCH REQUEST SHOULD
BE MADE BY CALLING (800) 842-8573 OR BY WRITING TO THE SECRETARY OF THE
PORTFOLIO AT 388 GREENWICH STREET, NEW YORK, NEW YORK 10013.
SHAREHOLDERS OF THE PORTFOLIO ARE INVITED TO ATTEND THE MEETING IN PERSON.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN THE PROXY CARD, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE
AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
THAT YOU MAIL YOUR PROXY PROMPTLY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CAST YOUR VOTE:
FOR APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE>
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 Fund 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:
<TABLE>
<CAPTION>
Registration Valid Signature
<S> <C>
Corporate Accounts
(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
</TABLE>
<PAGE>
TRAVELERS SERIES FUND INC.
Salomon Brothers Global High Yield Portfolio
(Formerly known as INVESCO Global Strategic Income Portfolio)
388 Greenwich Street, New York, New York 10013
----------------------
PROXY STATEMENT
----------------------
SPECIAL MEETING OF SHAREHOLDERS
To Be Held On September 25, 2000
General
The accompanying proxy is solicited by the Board of Directors of Travelers
Series Fund Inc. (the "Company") on behalf of the Salomon Brothers Global High
Yield Portfolio, formerly known as the INVESCO Global Strategic Income
Portfolio (the "Portfolio"), in connection with the meeting of shareholders of
the Portfolio to be held at the offices of Travelers Investment Adviser, Inc.
("TIA" or the "Manager"), 7 World Trade Center, 42nd Floor, Conference Room B,
New York, New York 10048 at 11:00 a.m. Eastern time on September 25, 2000 (the
"Special Meeting").
The proposals to be presented at the Special Meeting are as follows:
(1) To approve a new Sub-Advisory Agreement with Salomon Brothers Asset
Management Inc. ("SaBAM"); and
(2) To transact such other business as may properly come before the
Special Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on July 31, 2000 as
the record date (the "Record Date") for the determination of holders of shares
of the Portfolio entitled to notice of and to vote at the Special Meeting (the
"Shares"). Shareholders of the Portfolio on the Record Date will be entitled
to one vote per share with respect to the proposal submitted to the
Shareholders of the Portfolio, with no share having cumulative voting rights.
As of the close of business on the Record Date, 2,134,431.897 shares of the
Portfolio were issued and outstanding. As of the Record Date, to the best
knowledge of the Board and the Portfolio, no single shareholder or "group" (as
that term is used in Section 13(d) of the Securities Exchange Act of 1934)
owned beneficially or of record more than 5% of the outstanding shares of the
Portfolio. As of the Record Date, the officers and Directors of the Company
beneficially owned less than 1% of the shares of the Portfolio.
The Notice of Special Meeting, this Proxy Statement and the proxy card are
first being mailed to shareholders on or about August 25, 2000 or as soon as
practicable thereafter.
<PAGE>
Voting
The favorable vote of the holders of a "majority of the outstanding voting
securities" of the Portfolio, as defined in the Investment Company Act of
1940, as amended (the "1940 Act") is required to approve the Portfolio's new
Sub-Advisory Agreement (Proposal 1). The 1940 Act defines a "majority of the
outstanding voting securities" of the Portfolio to mean the lesser of (a) the
vote of holders of 67% or more of the shares of Common Stock of the Portfolio
present in person or by proxy at the Meeting, if the holders of more than 50%
of the outstanding Common Stock of the Portfolio are present in person or by
proxy, or (b) the vote of the holders of more than 50% of the outstanding
Common Stock of the Portfolio.
All properly executed proxies received prior to the Special Meeting will be
voted at the Special Meeting in accordance with the instructions marked
thereon. Only owners of variable annuity contracts issued by The Travelers
Insurance Company and its subsidiary, Travelers Life and Annuity Company
(collectively "Travelers Insurance"), that were invested in the Portfolio as
of the close of business on the Record Date are considered "shareholders of
record" and are entitled to notice of and to vote at the Special Meeting. Each
share of stock is entitled to one vote for each proposal.
Travelers Insurance is the sole legal shareholder of the Portfolio, since
the Portfolio technically offers its shares only for purchase by Travelers
Insurance's separate accounts on behalf of its variable contracts.
Nevertheless, with respect to the Special Meeting, Travelers Insurance will
solicit and accept timely voting instructions from its contract owners who own
units in a Travelers Insurance separate account that correspond to shares in
the Portfolio and vote them in accordance with such instructions. Travelers
Insurance will vote all Portfolio shares related to the variable contracts for
which it has not received timely voting instructions in the same proportion as
the shares for which it has received timely instructions. In addition,
Travelers Insurance will vote the shares for which it has voting rights in the
same proportion as the votes for which they have received proper instructions.
Proxies received prior to the Special Meeting on which no vote is indicated
will be voted "for" the proposal. For purposes of determining the presence of
a quorum for transacting business at the Special 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. A majority of the
outstanding Shares entitled to vote on the proposal must be present in person
or by proxy to have a quorum to conduct business at the Special Meeting.
2
<PAGE>
Any proxy may be revoked at any time prior to exercise thereof by giving
written notice to the Secretary of the Company at the address indicated above
or by voting in person at the Special Meeting.
The Company knows of no business other than that mentioned in Proposal 1 of
the Notice that will be presented for consideration at the Special Meeting. If
any other matters are properly presented, it is the intention of the persons
named on the enclosed proxy to vote proxies in accordance with their best
judgment. If a quorum is not present or represented by proxy at the Special
Meeting, a majority of shareholders entitled to vote at the Special Meeting
present in person or represented by proxy may adjourn the Special Meeting. In
the event a quorum is present at the Special Meeting but sufficient votes to
approve the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of shareholders
based on a consideration of all relevant factors, including the nature of the
relevant proposal, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities
and the nature of the reasons for such further solicitation.
PROPOSAL 1:
APPROVAL OF NEW SUB-ADVISORY AGREEMENT AMONG THE PORTFOLIO, TIA AND SABAM
Introduction
The Board of Directors of the Company is proposing that shareholders approve
a new Sub-Advisory Agreement (the "New Agreement") to be entered into among
the Company (on behalf of the Portfolio), TIA and SaBAM. SaBAM, located at 7
World Trade Center, New York, NY 10048, is a wholly owned subsidiary of
Citigroup Inc. ("Citigroup"), which is located at 153 E. 53rd Street, New York,
NY 10028. The Portfolio's manager, TIA, is an indirect wholly owned subsidiary
of Citigroup. The New Agreement has no material changes in its terms,
conditions or fees. In addition, there are no material changes in the way the
Portfolio is managed, advised or operated.
SaBAM is registered as an investment adviser with the Securities and
Exchange Commission under the Investment Advisers Act of 1940, as amended, and
is headquartered in New York. As of June 30, 2000, SaBAM had approximately $27
billion in assets under management.
At a meeting of the Board of Directors of the Company held on June 28, 2000,
the Board approved the New Agreement subject to shareholder approval. The
Directors also approved an interim sub-advisory agreement (the "Interim
Agreement") appointing SaBAM as an interim subadviser, and accepted the
resignation of INVESCO, Inc. ("INVESCO"), the Portfolio's former subadviser
(the "Prior Subadviser") and the subsequent termination of its sub-advisory
3
<PAGE>
agreement (the "Prior Agreement"). The Interim Agreement commenced on July 7,
2000 and will terminate on the earlier of 120 days or the receipt of
shareholder approval of the New Agreement. If the 120 days expire without
shareholder approval of the New Agreement, TIA, the Portfolio's manager, would
manage the Portfolio without the assistance of a subadviser while the Board of
Directors determines if additional action would be appropriate. Both the
Interim Agreement and the New Agreement obligate SaBAM to provide services
identical to the Prior Agreement.
A form of the New Agreement is attached hereto as Exhibit A and is
substantially similar to the Prior Agreement.
Board of Directors Evaluation
INVESCO served as subadviser to the Portfolio from May 29, 1998 through June
30, 2000 pursuant to the Prior Agreement approved by the shareholders of the
Portfolio on May 20, 1998 and executed on May 29, 1998. On June 23, 1999, the
Board of Directors of the Company, including a majority of the directors who
are not interested persons of the Portfolio, TIA or INVESCO (the "Independent
Directors"), voted to continue the Prior Agreement for an additional year until
June 2000.
On or about June 9, 2000, INVESCO notified TIA that Cheng-Hock Lau, the
Portfolio's manager at INVESCO was leaving the firm with his management team
and therefore INVESCO no longer had the capability to manage the Portfolio. At
a meeting held on June 28, 2000, the Board of Directors of the Company,
including a majority of the Independent Directors, approved the Interim
Agreement with SaBAM described above. The Interim Agreement has no affect on
the current management agreement between the Company and TIA with respect to
the Portfolio.
At the June 28, 2000 Board meeting, representatives of TIA and SaBAM met in
person with the Board of Directors (including the Independent Directors) and
described the general terms of the Interim and New Agreements, the anticipated
benefits for the Portfolio and SaBAM's proposed services to the Portfolio.
During the course of their deliberations, the Directors (including the
Independent Directors) considered a variety of factors, including: (i) the
nature, quality and extent of services that the Prior Subadviser had provided
and that SaBAM would provide to the Portfolio; (ii) the quality of investment
personnel of SaBAM; (iii) the financial resources and management style of
SaBAM; (iv) the investment record of SaBAM in managing similar asset classes;
(v) the experience of SaBAM in the area of global fixed-income and (vi) other
information to assure that SaBAM could furnish high quality services to the
Portfolio. The Independent Directors also met separately to review the
information provided by TIA and SaBAM representatives and were assisted in this
review by their independent legal counsel.
4
<PAGE>
After consideration of the foregoing factors, the Directors (including the
Independent Directors) approved both the Interim and New Agreements for the
Portfolio.
Description of Salomon Brothers Asset Management Inc.
SaBAM provides discretionary and non-discretionary portfolio management
services to a wide variety of individual and institutional accounts,
including, but not limited to, banks or thrift institutions, retirement plans,
pension and profit-sharing trusts, estates, charitable organizations,
corporations, and other business entities, registered investment companies and
unregistered domestic and offshore funds. As of June 30, 2000, SaBAM had
approximately $27 billion in assets under management.
SaBAM was organized as a Delaware corporation in 1987. Its principal
business address is 7 World Trade Center, New York, New York 10048. SaBAM is
an indirect wholly-owned subsidiary of Salomon Smith Barney Holdings Inc.
("SSBH"), which is also located at 7 World Trade Center, New York, New York
10048. SSBH is a wholly-owned subsidiary of Citigroup, which is located at 1
Citicorp Center, 153 East 53rd Street, New York, New York 10028.
SaBAM serves as investment adviser to other investment companies with
investment objectives similar to those of the Portfolio. SaBAM has waived,
reduced or otherwise agreed to reduce its compensation under advisory contracts
with certain open-end funds. The table below indicates the name, size and
advisory fee of each of these funds.
<TABLE>
<CAPTION>
Fund Net Assets as of 3/31/00 Contractual Advisory
---- ($ millions) Fees
------------------------ --------------------
Open-End Funds
<S> <C> <C>
Smith Barney High Yield
Fund.................. $512.8 0.75%
Smith Barney Strategic
Bond Fund............. 107.6 0.75%
<CAPTION>
Closed-End Funds
<S> <C> <C>
Smith Barney High Income
Fund.................. 57.4 0.70%
Smith Barney High Income
Fund II............... 807.6 1.00%
<CAPTION>
Variable Series Funds
<S> <C> <C>
Variable Strategic Bond
Fund.................. 17.9 0.70%
Variable High Yield Bond
Fund.................. 8.6 0.75%
</TABLE>
In placing orders, SaBAM seeks to obtain best execution taking into account
factors such as the general execution and operational facilities of the broker
or dealer, the type and size of the transaction involved, the creditworthiness
of the broker or dealer, the stability of the broker or dealer, execution and
settlement capabilities, time required to negotiate and execute the trade,
research services and SaBAM's arrangements relating thereto (as described
below), overall performance and the broker's commissions and dealer's spread
or mark-up. While SaBAM generally seeks the best price in placing its orders,
an account may not necessarily
5
<PAGE>
be paying the lowest price available. Notwithstanding the above, SaBAM may, in
compliance with Section 28(e) of the Securities Exchange Act of 1934, select
brokers who charge a commission in excess of that charged by other brokers, if
SaBAM determines in good faith that the commission to be charged is reasonable
in relation to the brokerage and research services provided to SaBAM by such
broker. SaBAM may also have arrangements with brokers pursuant to which brokers
provide research services to SaBAM in exchange for a certain volume of
brokerage transactions to be executed through such broker.
The names, titles and principal occupations of the current directors and
executive officers of SaBAM are set forth below. Except as indicated, the
business address of each individual is 7 World Trade Center, New York, New York
10048.
Peter Carman. The principal occupation of Mr. Carman is to serve as Global
Investment Officer of SaBAM.
Virgil H. Cumming. The principal occupation of Mr. Cumming is to serve as a
Director and Chief Investment Officer of SaBAM.
Ross S. Margolies. The principal occupation of Mr. Margolies is to serve as a
Director of SaBAM and Salomon Brothers Inc. ("Salomon Brothers").
Peter J. Wilby. The principal occupation of Mr. Wilby is to serve as a
Director of SaBAM and Salomon Brothers.
Wendy Murdock. The principal occupation of Ms. Murdock is to serve as a
Director of SaBAM.
Heath B. McLendon (Chairman of the Board of Directors). The principal
occupation of Mr. McLendon is to serve as Chairman or Co-Chairman of investment
companies managed by affiliates of Citigroup; Managing Director of SaBAM;
Director and Chairman of TIA; and Director of The Travelers Investment
Management Company.
Jeffrey S. Scott. The principal occupation of Mr. Scott is to serve as Chief
Compliance Officer of SaBAM.
Michael F. Rosenbaum. The principal occupation of Mr. Rosenbaum is to serve
as Chief Legal Officer of SaBAM, Salomon Brothers Asset Management Limited and
Salomon Brothers Asset Management Asia Pacific Limited; Managing Director of
Salomon Smith Barney Inc. ("Salomon Smith Barney"); Corporate Secretary of The
Travelers Investment Management Company; and Chief Legal Officer to Travelers
Group Inc.
With the exception of Heath B. McLendon, no other officers or Directors of
the Company are officers, directors or employees of SaBAM.
6
<PAGE>
Description of Portfolio Management Team
As of July 7, 2000, the senior portfolio manager of the Portfolio is Peter J.
Wilby, Managing Director of SaBAM. A team of investment professionals currently
assists Mr. Wilby in the management of the Portfolio. If the shareholders
approve the New Agreement, Mr. Wilby and his team will continue to manage the
Portfolio in accordance with its investment objective. The following provides a
brief summary of the business experience and educational background of the
SaBAM investment professionals who will be involved in the day-to-day
management of the Portfolio:
Peter J. Wilby, CFA (17 years of experience). Mr. Wilby is a Managing
Director and a member of SaBAM's Investment Policy Committee. He is also a
member of SSB Citi Asset Management's Executive Committee. Mr. Wilby joined
SaBAM in September 1989 and is the senior portfolio manager responsible for
directing investment policy and strategy for all SaBAM emerging markets debt
and high yield fixed income portfolios. Prior to 1989, he worked as a fixed
income portfolio manager for Prudential Investment Co. specializing in high
yield debt securities and was the Director of the credit research unit
responsible for all corporate and sovereign credit research. Mr. Wilby is a
Chartered Financial Analyst, a member of the Council on Foreign Relations and
received his BA and MBA in Accounting from Pace University.
Thomas Flanagan (13 years of experience). Mr. Flanagan is a Director of
SaBAM. He joined SaBAM in July 1991. Mr. Flanagan received a BA in Chemistry
from Holy Cross College and an MBA in Finance from the Amos Tuck School of
Business at Dartmouth University. Prior to 1991, Mr. Flanagan was a Director at
Merrill Lynch & Co.
Beth A. Semmel (18 years of experience). Ms. Semmel is a Managing Director
and a member of SaBAM's Investment Policy Committee. She joined SaBAM in May
1993 and is a portfolio manager, senior analyst evaluating high yield
securities and trader for all of SaBAM's high yield portfolios. She is also
responsible for covering consumer-related industries. Prior to 1993, Ms. Semmel
was a high yield bond analyst for Morgan Stanley Asset Management and an equity
analyst for Kidder Peabody. She is a Chartered Financial Analyst and a member
of the New York City Society of Security Analysts. Ms. Semmel received a BA in
Math and Computer Science from Colgate University.
Roger M. Lavan (10 years of experience). Mr. Lavan is a Director of SaBAM. He
joined SaBAM in January of 1996 and is a Chartered Financial Analyst. Mr. Lavan
received a BS in Finance from the State University of New York at Geneseo and
an MBA in Finance from Fordham University.
Description of the Prior Agreement
Under the Prior Agreement, subject to the oversight and review of TIA and the
Board of Directors, the Prior Subadviser managed the investment and
7
<PAGE>
reinvestment of the assets of the Portfolio. Specifically, the Prior Subadviser
determined the investments to be purchased or sold, employed professional
portfolio managers and securities analysts who provided research services to
the Portfolio, provided TIA with records concerning its activities which TIA or
the Company was required to maintain and rendered regular reports to TIA and to
officers and directors of the Company.
In return for the services provided, TIA paid the Prior Subadviser an
annualized advisory fee equal to 0.375% of the average daily net assets of the
Portfolio which accrued daily and was paid monthly. For the fiscal year ended
October 31, 1999, the Prior Subadviser was paid an aggregate fee of $97,310.00.
The management agreement between the Portfolio and the Manager provides for a
monthly fee to the Manager computed at an annual rate of 0.80% of the
Portfolio's average daily net assets. The aggregate management fee paid by the
Portfolio for the fiscal year ended October 31, 1999 was $110,284.00.
Under the Prior Agreement, the Prior Subadviser was responsible for all
expenses incurred by it in the performance of its duties, which did not include
expenses of the Portfolio, such as brokerage fees and commissions. The Prior
Agreement also provided that in the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the obligations or duties thereunder
on the part of the Prior Subadviser, the Prior Subadviser would not be liable
to TIA, the Portfolio or to any shareholder for any error of judgment or
mistake of law or for any loss suffered by the Portfolio or TIA in connection
with the matters set forth in the Prior Agreement.
The Prior Agreement could be terminated without penalty upon sixty (60) days'
written notice by the Board of Directors or by the vote of a majority of the
outstanding voting securities of the Portfolio, or upon 60 days' written notice
by the Prior Subadviser. Further, the Prior Agreement automatically terminated
in the event of its assignment.
The Prior Subadviser acted as subadviser to the Portfolio from May 29, 1998
to June 30, 2000. The Prior Agreement was last approved by the Board on June
23, 1999 and by the shareholders of the Portfolio on May 20, 1998. A
termination agreement was delivered to TIA on June 30, 2000.
The New Agreement
The New Agreement is substantially similar to the Prior Agreement and
includes the identical subadvisory fee of 0.375% of the Portfolio's average
daily net assets, calculated daily and paid monthly. The New Agreement,
however, will identify SaBAM as the new subadviser and will also have new
execution and termination dates.
The New Agreement will be dated as of the date of its approval by the
shareholders. The New Agreement will be in effect for an initial two-year term
ending on the second anniversary of its approval and may continue thereafter
from
8
<PAGE>
year to year only if specifically approved at least annually by the Board of
Directors or by the vote of a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of the Portfolio, and, in either event, the vote
of a majority of the Independent Directors, cast in person at a meeting called
for such purpose.
SaBAM will 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 the New Agreement.
The Portfolio will bear certain other expenses to be incurred in its
operation, including, but not limited to, investment advisory fees,
sub-advisory fees (other than sub-advisory fees paid pursuant to the New
Agreement) and administration fees; fees for necessary professional and
brokerage services; costs relating to local administration of securities; 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 SaBAM or by the
Manager under the management agreement are borne by the Portfolio or the
Company.
Investment Management Policies and Strategies to be Utilized by SaBAM
At the Board's Meeting on June 28, 2000, Peter Wilby described in detail the
strategies and techniques SaBAM would utilize to seek to achieve the
Portfolio's investment objectives of high current income and secondarily,
capital appreciation. In general, SaBAM will manage the Portfolio in its
institutional enhanced core style. This style involves both strategic and
tactical asset allocation around an investment grade benchmark. Additionally, a
portion of the Portfolio will be allocated to non-benchmark assets to add
excess return and diversify risk. Strategic allocations are made based upon
long-term assumptions for return, risk and correlation to a target level of
downside risk versus the benchmark. Tactical shifts are made around these
allocations based upon rolling twelve month return expectations that are
reevaluated monthly.
Asset classes in the Portfolio include: investment grade core fixed income--
treasuries, agencies, corporate bonds and mortgages; below investment grade
fixed income (also known as "high yield" securities or "junk bonds"); emerging
markets fixed income; and non-U.S. government fixed income--both hedged and
unhedged.
Other Information
Salomon Smith Barney, located at 388 Greenwich Street, New York, New York
10013, serves as the Company's principal underwriter pursuant to a written
agreement dated June 5, 2000. For the fiscal year ended October 31, 1999, the
Portfolio paid no commissions to Salomon Smith Barney, an "affiliated broker"
of the Portfolio as defined in Schedule 14A of the Securities Exchange Act of
1934.
Required Vote
Approval of the New Agreement requires the affirmative vote of a "majority of
the outstanding voting securities," as defined above, of the Portfolio. The
Board of Directors of the Company, including the Independent Directors,
recommend that the shareholders of the Portfolio vote in favor of this
Proposal.
9
<PAGE>
ADDITIONAL INFORMATION
Proxy Solicitation
Proxy solicitations will be made primarily by mail, but proxy solicitations
also may be made by telephone, telegraph, other electronic means or personal
interviews conducted by officers and employees of the Company; Salomon Smith
Barney, the Company's principal underwriter; TIA; Citi Fiduciary Trust
Company. ("Citi"), transfer agent of the Company and/or PFPC Global Fund
Services ("PFPC"), sub-transfer agent of the Company. Such representatives and
employees will not receive additional compensation for solicitation
activities. Salomon Smith Barney has retained the services of PFPC to assist
in the solicitation of proxies. The aggregate cost of solicitation of the
shareholders of the Portfolio is expected to be approximately $15,000. The
costs of the proxy solicitation and expenses incurred in connection with the
preparation of this Proxy Statement and its enclosures will be borne by the
Portfolio. The Portfolio also will reimburse expenses of forwarding
solicitation materials to beneficial owners of shares of the Portfolio.
If the Portfolio records votes by telephone, it will use procedures designed
to authenticate shareholders' identities, to allow shareholders to authorize
the voting of their shares in accordance with their instructions, and to
confirm that their instructions have been properly recorded. Proxies voted by
telephone may be revoked at any time before they are voted in the same manner
that proxies voted by mail may be revoked.
Proposals of Shareholders
The Company does not hold regular shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a shareholder
meeting subsequent to the Special Meeting, if any, should send their written
proposals to the Secretary of the Company at the address set forth on the
cover of this Proxy Statement. Proposals must be received within a reasonable
time before the solicitation of proxies for such Special Meeting. The timely
submission of a proposal does not guarantee its inclusion.
Shareholders' Request for Special Meeting
Meetings of shareholders for any purpose may be called by the
Directors when requested in writing by shareholders holding at least 25% of
the shares then outstanding.
Other Matters To Come Before the Special Meeting
The Portfolio does not intend to present any other business at the Special
Meeting, nor is it aware that any shareholder intends to do so. If, however,
any
10
<PAGE>
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.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE SPECIAL MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
By order of the Board of Directors,
Christina T. Sydor
Secretary
11
<PAGE>
EXHIBIT A
FORM OF
SUB-ADVISORY AGREEMENT
TRAVELERS SERIES FUND INC.
Salomon Brothers Global High Yield Portfolio
Salomon Brothers Asset Management Inc.
7 World Trade Center
New York, NY 10048
Dear Ladies/Gentlemen:
THIS AGREEMENT is made this day of , 2000, by and between
Travelers Series Fund Inc. (the "Company"), a corporation organized under the
laws of the State of Maryland, on behalf of the Salomon Brothers Global High
Yield Portfolio (the "Portfolio"), Travelers Investment Adviser, Inc. (the
"Manager") and Salomon Brothers Asset Management Inc. (the "Subadviser").
WHEREAS, the Company represents that it is registered under the Investment
Company Act of 1940, as amended (the "1940 Act") as an open-end, diversified
management investment company, consisting of multiple series of investment
portfolios;
WHEREAS, the Manager represents that it is registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act") as an investment adviser
and engages in the business of acting as an investment adviser;
WHEREAS, the Subadviser represents that it is registered under the Advisers
Act as an investment adviser and engages in the business of acting as an
investment adviser;
WHEREAS, the Company represents that its charter authorizes the Board of
Directors of the Company to classify or reclassify authorized but unissued
shares of the Company, and as of the date of this Agreement the Company's
Board of Directors has authorized the issuance of series of shares
representing interests in investment portfolios; and
WHEREAS, the Manager represents that it has entered into a management
agreement dated as of June 2, 1994 with the Company (the "Management
Agreement"), pursuant to which the Manager shall act as manager to the
Portfolio;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
A-1
<PAGE>
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 or supplemented 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 Subadviser.
The Company agrees promptly to provide copies of all amendments and
supplements to the current Prospectus and the Statement to the Subadviser on
an on-going basis. Until the Company delivers any such amendment or supplement
to the Subadviser, the Subadviser shall be fully protected in relying on the
Prospectus and Statement of Additional Information as previously furnished to
the Subadviser. The Company employs the Manager as the manager to the
Portfolio pursuant to a management agreement dated June 2, 1994 (the
"Management Agreement"), and the Company and the Manager desire to employ and
hereby appoint the Subadviser to act as the sub-investment adviser to the
Portfolio. The Subadviser accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. Services as Subadviser
Subject to the supervision, direction and approval of the Board of the
Company and the Manager, the Subadviser shall conduct a continual program of
investment, evaluation and, if appropriate in the view of the Subadviser, sale
and reinvestment of the Portfolio's assets. The Subadviser is authorized, in
its sole discretion and without prior consultation with the Manager, to: (a)
manage the Portfolio's assets in accordance with the Portfolio's investment
objective(s) and policies 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; and (d) employ
professional portfolio managers and securities analysts who provide research
services to the Portfolio.
In addition, (i) the Subadviser shall furnish the Manager daily information
concerning portfolio transactions and quarterly and annual reports concerning
transactions and performance of the Portfolio in such form as may be mutually
agreed upon, and the Subadviser agrees to review the Portfolio and discuss the
management of it with the Manager and the Board of Directors of the Company.
(ii) Unless the Manager gives the Subadviser written instructions to the
contrary, the Subadviser shall use its good faith judgment in a manner which
it reasonably believes best serves the interests of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested.
A-2
<PAGE>
(iii) The Subadviser shall maintain and preserve such records related to the
Portfolio's transactions as required under the Investment Company Act of 1940,
as amended (the "1940 Act"). The Manager shall maintain and preserve all books
and other records not related to the Portfolio's transactions as required
under the 1940 Act. The Subadviser shall timely furnish to the Manager all
information relating to the Subadviser's services hereunder reasonably
requested by the Manager to keep and preserve the books and records of the
Portfolio. The Subadviser agrees that all records which it maintains for the
Portfolio are the property of the Company and the Subadviser will surrender
promptly to the Company copies of any of such records.
(iv) The Subadviser shall maintain compliance procedures for the Portfolio
that it reasonably believes are adequate to ensure the Portfolio's compliance
with (A) the 1940 Act and the rules and regulations promulgated thereunder and
(B) the Portfolio's investment objective(s) and policies as stated in the
Prospectus and Statement. The Subadviser shall maintain compliance procedures
that it reasonably believes are adequate to ensure its compliance with the
Investment Advisers Act of 1940.
(v) The Subadviser has adopted a written code of ethics that it reasonably
believes complies with the requirements of Rule 17j-1 under the 1940 Act,
which it will provide to the Company. The Subadviser has policies and
procedures regarding the detection and prevention and the misuse of material,
nonpublic information by the Subadviser and its employees as required by the
Insider Trading and Securities Fraud Enforcement Act of 1988.
3. Brokerage
In selecting brokers or dealers (including, if permitted by applicable law,
Salomon Smith Barney Inc. or any other broker or dealer affiliated with the
Manager or the Subadviser) to execute transactions on behalf of the Portfolio,
the Subadviser will seek the best overall terms available. In assessing the
best overall terms available for any transaction, the Subadviser 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 Subadviser 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 Subadviser or its affiliates
exercise investment discretion. Nothing in this paragraph shall be deemed to
prohibit the Subadviser from paying an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange,
A-3
<PAGE>
broker, or dealer would have charged for effecting that transaction, if the
Subadviser 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 Subadviser or its affiliates
exercise investment discretion.
4. Information Provided to the Company and the Manager
The Subadviser shall keep the Company and the Manager informed of
developments materially affecting the Portfolio's holdings, and shall, on its
own initiative, furnish the Company and the Manager from time to time with
whatever information the Subadviser believes is appropriate for this purpose.
5. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Manager will pay the Subadviser an annual fee calculated at the rate of 0.375%
of the Portfolio's average daily net assets; the fee is calculated daily and
paid monthly. The Subadviser shall have no right to obtain compensation
directly from the Company for services provided hereunder and agrees to look
solely to the Manager for payment of fees due. 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 Subadviser, 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.
6. Expenses
The Subadviser 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 will bear certain other expenses to be incurred in
its operation, including, but not limited to, investment advisory fees, sub-
advisory fees (other than sub-advisory fees paid pursuant to this Agreement)
and administration fees; fees for necessary professional and brokerage
services; costs relating to local administration of securities; 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 Subadviser
hereunder or by the Manager under the Management Agreement are borne by the
Portfolio or the Company.
A-4
<PAGE>
7. Reduction of Fee
If in any fiscal year the aggregate expenses of the Portfolio (including
fees pursuant to the Management Agreement and any other investment advisory or
administration agreement, but excluding interest, taxes, brokerage and
extraordinary expenses) exceed the expense limitation of any state having
jurisdiction over the Portfolio, the Subadviser shall reduce its fee 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 management
services in that year, to the extent required by state law. A fee reduction
pursuant to this paragraph 7, 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.
8. Standard of Care
The Subadviser shall exercise its best judgment and shall act in good faith
in rendering the services listed in paragraphs 2 and 3 above. The Subadviser
shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Portfolio or the Manager 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 Subadviser against any
liability to the Manager, the Company or to the shareholders of the Portfolio
to which the Subadviser 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 Subadviser's reckless disregard of its
obligations and duties under this Agreement.
9. Term of Agreement
This Agreement shall become effective , 2000 (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 Subadviser. This Agreement will also terminate automatically in
the event of its assignment (as defined in the 1940 Act and the rules
thereunder).
10. Services to Other Companies or Accounts
The Company understands that the Subadviser 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, including any offshore entities, or accounts, and the
Company has no
A-5
<PAGE>
objection to the Subadviser's so acting, provided that whenever the Portfolio
and one or more other investment companies or accounts managed or advised by
the Subadviser 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 Company recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for the Portfolio. In addition, the Company understands that the
persons employed by the Subadviser to assist in the performance of the
Subadviser'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 Subadviser or any affiliate of the Subadviser to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
11. Notices
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other parties at such address as such
other parties may designate for the receipt of such notice. Until further
notice to the other parties, it is agreed that the address of each party is as
follows:
(a) To the Company:
Travelers Series Fund Inc.
388 Greenwich Street, 22nd Floor
New York, NY 10013
(b) To the Manager:
Travelers Investment Adviser, Inc.
388 Greenwich Street, 22nd Floor
New York, NY 10013
(c) To the Subadviser:
Salomon Brothers Asset Management Inc.
7 World Trade Center
New York, NY 10048
12. Representations
The Company represents that a copy of the Articles of Incorporation is on
file with the Secretary of the State of Maryland.
Each of the parties hereto represents that the Agreement has been duly
authorized, executed and delivered by all required corporate action.
If the Subadviser is organized as a partnership the Subadviser agrees to
notify the Manager and the Company of any changes in the Subadviser's general
partners within a reasonable time after such change.
A-6
<PAGE>
13. Use of Name
The Company may use the name "Salomon Brothers" only as long as this
Agreement or any extension, renewal, or amendment hereof remains in effect. At
such times as this Agreement shall no longer be in effect, the Company shall
cease to use such a name or any other name indicating that it is advised by or
otherwise connected with the Subadviser and shall promptly change its name
accordingly. The Company acknowledges that it has adopted the name "Salomon
Brothers Global High Yield Portfolio" through permission of the Subadviser,
and agrees that the Subadviser reserves to itself and any successor to its
business the right to grant the non-exclusive right to use the aforementioned
names or any similar names to any other corporation or entity, including but
not limited to any investment company of which the Subadviser or any
subsidiary or affiliate thereof or any successor to the business of any
thereof shall be the investment adviser.
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:
Travelers Investment Adviser, Inc.
By: _________________________________
Name:
Title:
Accepted:
Salomon Brothers Asset
Management Inc.
By: _________________________________
Name:
Title:
A-7
<PAGE>
EXHIBIT B
FORM OF PROXY CARD
SALOMON BROTHERS GLOBAL HIGH YIELD PORTFOLIO
A SERIES OF TRAVELERS SERIES FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS - SEPTEMBER 25, 2000
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and
Barbara Allen, and each of them separately, proxies with the power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Special Meeting of Shareholders of the Portfolio
indicated above, a series of Travelers Series Fund Inc., on September 25,
2000 at 11:00 a.m. Eastern time, and at any adjournment thereof, all of the
shares of the Portfolio which the undersigned would be entitled to vote if
personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL. This
proxy will serve as the voting instruction form by which the undersigned owner
of a variable annuity or variable life insurance contract (each, a "Contract")
instructs the voting of the Portfolio shares attributable to his or her
Contract.
Mark here for address change and note at left. / /
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 executor, administrator, attorney, trustee or guardian
or as custodian for a minor, please give full title as
such. If a corporation, please sign in full corporate
name and indicate the signer's office. If a partner, sign in
the partnership name.
_____________________________
Signature
Date ______________________, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" THE PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY.
Please vote by filling in the box below.
For Against Abstain
/ / / / / /
1. Proposal to approve a new Sub-Advisory Agreement
for the Portfolio.
2. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
