As filed with the Securities and Exchange Commission on February 20, 2001
Securities Act File No. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
(Check appropriate box or boxes)

TRAVELERS SERIES FUND INC.
(Exact Name of Registrant As Specified In Its Charter)

(800) 842-8573
(Registrant's Area Code and Telephone Number)

7 World Trade Center
New York, New York 10048
(Address of Principal Executive Offices:
Number, Street, City, State, Zip Code)

CHRISTINA T. SYDOR, SECRETARY
TRAVELERS SERIES FUND INC.
7 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(Name and Address of Agent for Service)

Copies to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
(212) 558-3866

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of 1933.

TITLE OF SECURITIES BEING REGISTERED:
Shares of Common Stock, Par Value $ .00001 per share.

-----------------

It is proposed that this filing will become effective on March 22, 2001
pursuant to Rule 488 under the Securities Act of 1933.

No filing fee is required because of reliance on Section 24(f) under the
Investment Company Act of 1940.

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[Letter to Variable Contract Owners]

TRAVELERS SERIES FUND INC. -
SMITH BARNEY PACIFIC BASIN PORTFOLIO
7 World Trade Center New York, New York 10048

March 30, 2001

Dear Variable Annuity Contract or
Variable Life Insurance Policy Owner:

Shares of the Smith Barney Pacific Basin Portfolio (the "Acquired Fund") of
the Travelers Series Fund Inc. (the "Company") have been purchased at your
direction by your insurance company (your "Insurance Company") through its
separate account to fund benefits payable under your variable annuity contract
or variable life insurance policy (each, a "variable contract"). Your Insurance
Company, as the legal owner of that separate account, has been asked to approve
a Plan of Reorganization whereby all of the assets of the Acquired Fund will be
transferred in a reorganization to the Smith Barney International All Cap
Growth Portfolio (the "Acquiring Fund"), a series of Travelers Series Fund
Inc., in exchange for shares of the Acquired Fund. You, as an owner of a
variable contract that has an interest in the separate account, are being asked
by your Insurance Company for instructions as to how to vote the shares of the
Acquired Fund that are attributable to your variable contract. In the view of
counsel to your Insurance Company, this transaction, whether structured as a
tax-free reorganization or not, will be free from federal income taxes to you.

If the Plan of Reorganization is approved and consummated, the separate
account in which you have an interest will own shares of the Acquiring Fund
instead of shares of the Acquired Fund. The separate account will receive
shares of the Acquiring Fund with an aggregate net asset value equal to the
aggregate net asset value of the shares of the Acquired Fund owned by it prior
to the reorganization.

The Acquired Fund and the Acquiring Fund are advised by SSB Citi Fund
Management LLC ("SSB Citi"). SSB Citi is a subsidiary of Citigroup Inc.

After carefully studying the merits of the proposal, the Board of Directors
of the Acquired Fund has determined that the reorganization with the Acquiring
Fund will benefit the shareholders of the Acquired Fund.

The Acquiring Fund will offer the separate account in which you have an
interest a mutual fund with investment objectives and policies that are in many
ways similar to those of the Acquired Fund, although there are important
differences described in the Prospectus/Proxy Statement. The Board of Directors
of the Company believe that combining the assets of the Acquired Fund and the
Acquiring Fund could result in more efficient mutual fund operations due to
economies of scale.

The Board of Directors of the Company believes that the proposal set forth
in the enclosed notice of meeting is important and recommends that you read the
enclosed materials carefully and then instruct your Insurance Company to vote
for the proposal. Please take a moment now to sign and return the voting
instruction form in the enclosed postage-paid envelope. For more information,
please contact your insurance agent or call 1-800-842-8573.

Respectfully,

Heath B. McLendon
President

Enclosure(s)

We urge you to sign and return the voting instruction form in the enclosed
postage-paid envelope.

A SPECIAL NOTICE TO SHAREHOLDERS OF
TRAVELERS SERIES FUND INC.--
SMITH BARNEY PACIFIC BASIN PORTFOLIO

Your Vote is Important

Dear Shareholder:

The Board of Directors of Travelers Series Fund Inc. has recently reviewed
and unanimously endorsed a proposal for a reorganization of its Smith Barney
Pacific Basin Portfolio (the "Pacific Basin Portfolio"), which it judges to be
in the best interests of the Pacific Basin Portfolio's shareholders.

Under the terms of the proposal, the Smith Barney International All Cap
Growth Portfolio of Travelers Series Fund Inc., formerly, Smith Barney
International Equity Portfolio ("Growth Portfolio") will acquire all of the
assets and liabilities of the Pacific Basin Portfolio, and you will become a
shareholder of the Growth Portfolio. You will receive shares of the Growth
Portfolio with an aggregate value equivalent to the aggregate net asset value
of your investment in the Pacific Basin Portfolio at the time of the
transaction.

Here are some facts about the merger and the Growth Portfolio that will be
useful to you as you vote on this transaction:

There will be no cost to you to become a shareholder of the Growth
Portfolio.
Shares of the Growth Portfolio are priced on each day the fund is open
for business and you may redeem all or a part of your shares at the then
current net asset value per share.
Lower operating expenses are anticipated for the Pacific Basin Portfolio
shareholders.

TRAVELERS SERIES FUND INC.--
SMITH BARNEY PACIFIC BASIN PORTFOLIO

7 World Trade Center
New York, New York 10048

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 18, 2001

Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Smith Barney Pacific Basin Portfolio ("Acquired Fund") of
Travelers Series Fund Inc. (the "Company") will be held in the Downtown
Conference Center, 7 World Trade Center, New York, New York 10048 on April 18,
2001, commencing at 12:00 p.m. for the following purposes:

1. To approve or disapprove the Company's Plan of Reorganization dated as
of February 14, 2001 providing for (i) the acquisition of all of the assets
and liabilities of the Acquired Fund by Travelers Series Fund Inc.--Smith
Barney International All Cap Growth Portfolio ("Acquiring Fund"); (ii) the
amendment of the Company's Charter reclassifying all shares of the Acquired
Fund as shares of the Acquiring Fund; and (iii) the accomplishment of the
reclassification by the issuance of shares of the Acquiring Fund to
shareholders of the Acquired Fund.

2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.

The Board of Directors of the Company has fixed the close of business on
February 14, 2001 as the record date for the determination of shareholders of
the Acquired Fund entitled to notice of and to vote at the Meeting and any
adjournment or adjournments thereof.

Your vote is important regardless of the size of your holdings in the
Acquired Fund. Whether or not you plan to attend the meeting, please complete
and sign the enclosed proxy card and return it promptly in the enclosed
envelope that needs no postage if mailed in the continental United States.
Instructions for the proper execution of proxies are set forth on the inside
cover.

By Order of the Board of Directors

Christina T. Sydor, Esq.
Secretary

March 30, 2001

YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF
FURTHER SOLICITATION.

SUBJECT TO COMPLETION
PROSPECTUS/PROXY STATEMENT DATED MARCH 22, 2001

Acquisition of the Assets of

SMITH BARNEY PACIFIC BASIN PORTFOLIO

a separate investment portfolio of

TRAVELERS SERIES FUND INC.
7 World Trade Center
New York, New York 10048
(800) 842-8573

By and in Exchange for Shares of

SMITH BARNEY INTERNATIONAL ALL CAP GROWTH PORTFOLIO

a separate investment portfolio of

TRAVELERS SERIES FUND INC.
7 World Trade Center
New York, New York 10048
(800) 842-8573

This Prospectus/Proxy Statement is being furnished to shareholders of the
Smith Barney Pacific Basin Portfolio (the "Acquired Fund"), a series of
Travelers Series Fund Inc. (the "Company"), in connection with a proposed plan
of reorganization to be submitted to shareholders of the Acquired Fund for
consideration at a Special Meeting of Shareholders to be held on April 18, 2001
at 12:00 p.m. (the "Meeting"), at the offices of the Company, located in the
Downtown Conference Center, 7 World Trade Center, New York, New York 10048, or
any adjournment or adjournments thereof.

The plan of reorganization provides for all of the assets of the Acquired
Fund to be acquired by the Smith Barney International All Cap Growth Portfolio,
formerly Smith Barney International Equity Portfolio (the "Acquiring Fund"),
another series of the Company, in exchange for shares of the Acquiring Fund and
the assumption by the Acquiring Fund of liabilities of the Acquired Fund,
followed by the liquidation of the Acquired Fund (hereinafter referred to as
the "Reorganization"). (The Acquiring Fund and the Acquired Fund are sometimes
referred to hereinafter as the "Funds" and individually as a "Fund", and the
fund resulting from the Reorganization is sometimes referred to as the
"Combined Fund.") In conjunction with the Reorganization, an amendment to the
Company's charter will reclassify shares of the Acquired Fund as shares of the
Acquiring Fund of equal aggregate net asset value and increase the number of
authorized shares of the Acquiring Fund by an amount equal to the number of
authorized shares of the Acquired Fund. As a result of the Reorganization, each
shareholder of the Acquired Fund will receive that number of shares of the
Acquiring Fund having an aggregate net asset value equal to the aggregate net
asset value of such shareholder's shares of the Acquired Fund immediately prior
to the Reorganization.

The transaction should not result in a taxable event to the underlying
policyholders of the insurance company's separate accounts invested in the
Funds.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

The Acquiring Fund is a separate diversified investment portfolio of the
Company, an open-end, management investment company, whose investment objective
is to seek total return on its assets from growth of capital and income. The
Acquiring Fund invests primarily in equity securities of foreign companies,
including exchange-traded and over-the-counter common stocks and preferred
shares, debt securities convertible into equity securities, depositary receipts
and warrants and rights relating to equity securities. The Acquired Fund,
another separate diversified investment portfolio of the Company, seeks
long-term capital appreciation through investment primarily in equity
securities of the type described above relating to the Acquiring Fund;
provided, however, that the equity securities are issued by companies in the
Asia Pacific region only. The Asia Pacific region currently includes Australia,
Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New
Guinea, the People's Republic of China, the Philippines, Singapore, South
Korea, Sri Lanka, Taiwan and Thailand, but the manager may change this list at
its discretion.

SSB Citi Fund Management LLC, 7 World Trade Center, New York, New York 10048
(the "Manager"), serves as investment manager to both the Acquiring Fund and
the Acquired Fund. The Manager is a wholly owned subsidiary of Salomon Smith
Barney Holdings, Inc., which, in turn, is a wholly owned subsidiary of
Citigroup Inc.

The investment policies of the Acquiring Fund are similar to those of the
Acquired Fund. Certain differences in the investment policies of the Acquiring
Fund and the Acquired Fund, however, are described under "Investment Objectives
and Policies" in this Prospectus/Proxy Statement.

This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about the Acquiring Fund that a
prospective investor should know before investing. Certain relevant documents
listed below, which have been filed with the Securities and Exchange Commission
("SEC"), are incorporated in whole or in part by reference. A Statement of
Additional Information dated March 30, 2001, relating to this Prospectus/Proxy
Statement and the Reorganization, has been filed with the SEC and is
incorporated by reference into this Prospectus/Proxy Statement. A copy of such
Statement of Additional Information is available upon request and without
charge by writing to the Acquiring Fund at the address listed on the cover page
of this Prospectus/Proxy Statement or by contacting a professional services
representative. The Statement of Additional Information is not a prospectus and
should be read in conjunction with the Prospectus/Proxy Statement.

1. The Prospectus of Travelers Series Fund Inc. dated February 28, 2001
offering shares of the Smith Barney International All Cap Growth Portfolio and
the Smith Barney Pacific Basin Portfolio (the "Prospectus") is herein
incorporated in its entirety by reference and a copy accompanies this
Prospectus/Proxy Statement.

2. The Annual Report of Travelers Series Fund Inc. dated October 31, 2000
relating to the Smith Barney International All Cap Growth Portfolio (formerly,
"Smith Barney International Equity Portfolio") is herein incorporated in its
entirety by reference and a copy accompanies this Prospectus/Proxy Statement.

Also accompanying this Prospectus/Proxy Statement as Exhibit A is a copy of
the Plan of Reorganization (the "Plan") for the proposed transaction. The
Reorganization will be accomplished pursuant to an amendment to the Company's
Charter reclassifying shares of the Acquired Fund as shares of the Acquiring
Fund, substantially in the form set forth as Annex I to the Plan. Any term not
defined herein shall have the meaning assigned to it in the Prospectus.

TABLE OF CONTENTS

Page
----

INTRODUCTION........................................ 1

ADDITIONAL MATERIALS................................
2

SUMMARY.............................................
3
Proposed Reorganization.......................... 3
Tax Consequences................................. 3
Investment Objectives and Policies............... 4
Comparison of Investment Objectives and Policies. 5
Portfolio Management............................. 5
Advisory Fees.................................... 5
Purchase of Shares............................... 5
Redemption of Shares............................. 5
Dividends........................................ 5
Shareholder Voting Rights........................ 5

FEE TABLE...........................................
6

PRINCIPAL RISK FACTORS..............................
8

COMPARISON OF THE FUNDS.............................
9
Financial Highlights............................. 9
Information about each Fund...................... 10
Investment Restrictions.......................... 10
The Manager...................................... 11
Purchase of Shares............................... 11
Redemption of Shares............................. 11
Price of Shares.................................. 11

INFORMATION ABOUT THE REORGANIZATION................ 12
Plan of Reorganization........................... 12
Description of the Acquiring Fund's Shares....... 13
Reasons for the Reorganization................... 13
Federal Income Tax Consequences.................. 14
Capitalization................................... 14

INFORMATION ABOUT EACH OF THE FUNDS................. 16

VOTING INFORMATION.................................. 16

LEGAL PROCEEDINGS................................... 17

LEGAL OPINIONS...................................... 17

EXPERTS............................................. 17

OTHER BUSINESS...................................... 18

EXHIBIT A--PLAN OF REORGANIZATION................... A-1

ANNEX I TRAVELERS SERIES FUND INC.
ARTICLES OF AMENDMENT I-1

PART B STATEMENT OF ADDITIONAL INFORMATION..... B-1

PART C OTHER INFORMATION....................... C-1

SIGNATURES.......................................... C-4

EXHIBIT INDEX

INTRODUCTION

This Prospectus/Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company for
use at the meeting of shareholders of the Acquired Fund, a series of the
Company, to be held at the offices of the Company, 7 World Trade Center, New
York, New York 10048 (which is also the Company's mailing address), on April
18, 2001 at 12:00 p.m., Eastern time. The approximate mailing date of this
Prospectus/Proxy Statement is March 30, 2001.

The shares of the Company are sold only to separate accounts of insurance
companies (the "Insurance Companies") in connection with variable annuity
contracts and/or variable life insurance contracts (the "Contracts") issued by
such companies. With respect to the proposal presented in this Prospectus/Proxy
Statement, the Insurance Companies will vote the shares of the Acquired Fund
held in such separate accounts based on the instructions timely received from
owners of the Contracts (the "Contract Owners") having a voting interest in the
Acquired Fund's shares to be voted. Each Insurance Company will also vote
shares of the Acquired Fund held in such separate accounts for which no voting
instructions from Contract Owners are timely received, as well as shares of the
Acquired Fund which such Insurance Company owns directly, in the same
proportion as those shares of the Acquired Fund for which voting instructions
from the Contract Owners are timely received. In connection with the
solicitation of such instructions from Contract Owners, it is expected that the
Insurance Companies will furnish a copy of this Prospectus/Proxy Statement to
Contract Owners and may contact them by telephone. Contract Owners providing
voting instructions to Insurance Companies should consult carefully the
detailed information regarding the proposal to be voted on, and the
recommendations of the Company's Board of Directors, set forth in this
Prospectus/Proxy Statement.

The rights of the Insurance Companies as shareholders of record should be
distinguished from the rights of a Contract Owner, which are set forth in the
Contract. A Contract Owner has no interest in the shares of the Acquired Fund
or the Acquiring Fund, but only in the Contract. The Contract is described in
the prospectus for each Contract. That prospectus describes the relationship
between increases or decreases in the net asset value of shares of the Acquired
Fund and the Acquiring Fund, any distributions on such shares, and the benefits
provided under a Contract. The prospectus for the Contracts also describes
various fees payable to the Insurance Companies and charges to the separate
accounts made by the Insurance Companies with respect to the Contracts. Because
shares of the Acquired Fund and the Acquiring Fund are sold only to the
Insurance Companies, the terms "shareholder of record" and "shareholders of
record" in this Prospectus/Proxy Statement refer to the Insurance Companies.

Any person giving a proxy may revoke it at any time prior to its exercise by
executing a superseding proxy, by giving written notice of the revocation to
the Secretary of the Company at the address indicated above, or by voting in
person at the Meeting. All properly executed proxies received prior to the
Meeting will be voted at the Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. Unless instructions to the contrary
are marked, properly executed proxies will be voted "FOR" the proposal to
approve the Plan.

Approval of the Plan will require the affirmative vote of the shareholders
of the Acquired Fund representing at least a majority of the outstanding shares
entitled to vote thereon. See "Voting Information."

ADDITIONAL MATERIALS

The following additional materials, which have been incorporated by
reference into the Statement of Additional Information dated March 22, 2001
relating to this Prospectus/Proxy Statement and the Reorganization, will be
sent (without charge) to all shareholders requesting a copy of such Statement
of Additional Information.

1. Statement of Additional Information of Travelers Series Fund Inc. dated
February 28, 2001.

2. Annual Report of Travelers Series Fund Inc. for the fiscal year ended
October 31, 2000 (the "Annual Report").

SUMMARY

This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, the Plan
and the Company's Charter amendment attached as Annex I to the Plan, the
accompanying Prospectus and the Statement of Additional Information of
Travelers Series Fund Inc. dated February 28, 2001, which is available upon
request.

Proposed Reorganization. The Plan provides for: (i) the acquisition of all
of the assets and the assumption of all of the liabilities of the Acquired Fund
by the Acquiring Fund; (ii) the issuance of shares of the Acquiring Fund to
shareholders of the Acquired Fund; and (iii) the subsequent termination of the
Acquired Fund as a series of the Company in accordance with the laws of the
State of Maryland. In conjunction with the Reorganization, an amendment to the
Company's charter will increase the number of authorized shares of the
Acquiring Fund by an amount equal to the number of authorized shares of the
Acquired Fund. As a result of the Reorganization and the Charter amendment,
each shareholder of the Acquired Fund will become the owner of that number of
full and fractional shares of the Acquiring Fund having an aggregate net asset
value equal to the aggregate net asset value of the shareholder's shares of the
Acquired Fund as of the close of business on the date that the Acquired Fund's
assets are exchanged for shares of the Acquiring Fund. See "Information About
the Reorganization--Plan of Reorganization."

For the reasons set forth below under "Reasons for the Reorganization," the
Board of Directors of the Company, including the Directors of the Company who
are not "interested persons", as that term is defined in the Investment Company
Act of 1940 (the "Independent Directors"), have concluded that the
Reorganization would be in the best interests of the shareholders of the
Acquired Fund and that the interests of the Acquired Fund's existing
shareholders will not be diluted as a result of the transaction contemplated by
the Reorganization. Accordingly, the Board of Directors is submitting the Plan
for approval by the Acquired Fund's shareholders and recommends its approval.
The Board of Directors of the Company has reached similar conclusions with
respect to the Acquiring Fund and has also approved the Reorganization in
respect of the Acquiring Fund. If the Plan is not approved, the Acquired Fund
will continue in existence unless other action is taken by the Board of
Directors; such other action may potentially include, but not be limited to,
resubmission of the Plan to shareholders or maintaining the status quo.

Approval of the Reorganization will require the affirmative vote of a
majority of the outstanding shares of the Acquired Fund.

Tax Consequences. No gain or loss will be recognized by the underlying
policyholders of the insurance company separate accounts invested in the Funds
for federal income tax purposes as a result of the Reorganization. See
"Information About the Reorganization--Federal Income Tax Consequences."

Investment Objectives and Policies. The Acquiring Fund and the Acquired Fund
have similar investment objectives and policies and identical investment
restrictions. The Acquiring Fund is a diversified portfolio whose investment
objective is total return on its assets from growth of capital and income. It
invests primarily in equity securities of foreign companies. The Acquired Fund
is a diversified portfolio that seeks long-term capital appreciation through
investment primarily in equity securities of countries in the Asia Pacific
region. Equity securities for each Fund include exchange-traded and
over-the-counter common stocks, preferred shares, debt securities convertible
into equity securities, depository receipts and warrants and rights relating to
equity

securities. The Asia Pacific region currently includes Australia, Hong Kong,
India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Papua New Guinea, the
People's Republic of China, the Philippines, Singapore, South Korea, Sri Lanka,
Taiwan and Thailand, but the Manager may change this list at its discretion.
For a discussion of the differences between the investment policies of the
Acquiring Fund and the Acquired Fund, see "Comparison of Investment Objectives
and Policies."

Comparison of Investment Objectives and Policies. Unlike the Acquiring
Fund's total return objective, the Acquired Fund's investment objectives do not
include an income component. There are also some differences between the
investment policies that the two Funds pursue to fulfill their investment
objectives. The primary differences between the Funds' investment policies
relate to the fact that the Acquiring Fund's investments are spread across all
international markets, while the Acquired Fund's investments are limited to the
Asia Pacific region.

The Manager of the Acquired Fund emphasizes individual security selection
while allocating the Fund's investments among companies in the Asia Pacific
region. Companies in which the Fund invests may have large, mid or small size
market capitalizations and may operate in any market sector. Depending on the
Manager's assessment of long-term growth potential, the Fund's emphasis among
Asia Pacific regional markets and issuers may vary.

The Manager considers a company to be in the Asia Pacific region if its
securities trade on exchanges in the Asia Pacific region, it generates at least
half of its revenue from the Asia Pacific region, or it is organized under the
laws of an Asia Pacific region country. The Acquired Fund will normally invest
at least 80% of its total assets in equity securities of companies in the Asia
Pacific region. The Fund may also invest up to 20% of its total assets in debt
securities that will generally be rated investment grade at the time of
purchase and other types of investments.

The Manager of the Acquiring Fund emphasizes individual security selection
while diversifying the Fund's investments across regions and countries, which
diversification can help to reduce risk. While the Manager selects investments
primarily for their capital appreciation potential, some investments have an
income component as well. Companies in which the Acquiring Fund invests may
have large, mid or small size market capitalizations and may operate in any
market sector. Market conditions around the world change constantly as does the
location of potential investment opportunities. Depending on the Manager's
assessment of overseas potential for long-term growth, the Fund's emphasis
among foreign markets and types of issuers may vary.

Under normal market conditions, the Acquiring Fund invests at least 80% of
its assets in a diversified portfolio of equity securities and may invest up to
20% of its assets in debt securities of any credit quality or maturity
(consisting of securities issuers in the Eurocurrency markets or obligations of
the United States or foreign governments and their political sub-divisions) or
established non-United States issuers. In seeking to achieve its objective, the
Acquiring Fund invests its assets primarily in common stocks of foreign
companies which, in the opinion of the Manager, have potential for growth of
capital.

The Acquiring Fund will generally invest its assets broadly among countries
and will normally have represented in the portfolio business activities in not
less than three different countries. The Fund will generally invest at least
80% of its assets in companies organized or governments located in any area of
the world other than the United States. Concentration of the Fund's assets in
one or a few countries or currencies will subject the Fund to greater risks
than if the Fund's assets were not geographically concentrated.

Each of the Funds may enter into reverse repurchase agreements with
broker/dealers and other financial institutions up to 5% of its net assets.

The Manager believes that there are no differences between the investment
policies of the Funds and no differences in the regulations under the
Investment Company Act of 1940 ("1940 Act") applicable to both Funds that would
require the sale of any securities of the Acquired Fund because of the
Reorganization. If such a sale were required, however, the Manager would pay
all costs associated with such sale.

Portfolio Management. SSB Citi Fund Management LLC ("SSB Citi" or the
"Manager"), a wholly owned subsidiary of Citigroup, Inc., serves as the
investment manager to each Fund. James Conheady and Jeffrey Russell are the
portfolio managers of the Acquiring Fund and David Ishibashi is the portfolio
manager of the Acquired Fund. James Conheady and Jeffrey Russell are expected
to serve as portfolio managers of the Combined Fund after the Reorganizations.
See "Comparison of the Funds--The Manager."

Advisory Fees. Each Fund pays SSB Citi a monthly fee at the annual rate of
.90% of its average daily net assets.

Purchase of Shares. The purchase procedures for shares of each Fund are
identical. See "Comparison of Funds--Purchase of Shares."

Redemption of Shares. The redemption procedures for shares of each Fund are
identical. See "Comparison of the Funds--Redemption of Shares."

Dividends. Each Fund intends at least annually to declare and make
distributions of substantially all of its taxable income and net taxable
capital gains to shareholders. With respect to both Funds, dividends and
capital gains distributions will be reinvested automatically in additional
shares of the same class at net asset value. See "Dividends, Distributions and
Taxes" in the accompanying Prospectus of the Acquiring Fund.

Shareholder Voting Rights. The Company is registered with the SEC as an
open-end management investment company. The Acquiring Fund and the Acquired
Fund are both separate series of the Company, a Maryland corporation.
Shareholders of both funds have comparable voting rights. The Company is not
required to hold shareholder meetings annually, although shareholder meetings
may be called for the Company as a whole, or a specific fund, for purposes such
as electing or removing directors, changing fundamental policies or approving a
management contract.

Shareholders of the Acquired Fund may redeem their shares at net asset value
prior to the date of the Reorganization.

FEE TABLE

The table below provides information about the fees and expenses of each
Fund as of October 31, 2000 and, assuming the Reorganization had taken place on
such date, the estimated annualized fees and expenses of the Pro Forma Combined
Fund.

Actual
----------------------- Pro Forma
Acquired Acquiring Combined
Fund Shares Fund Shares Fund/(b)/ Shares
----------- ----------- ----------------

SHAREHOLDER FEES
(fees paid directly from a shareholder's investment):/(a)/

Maximum Sales Charge (Load) imposed on purchases (as a percentage
of offering price)............................................. None None None
Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, whichever is lower)..... None None None
Maximum Sales Charge (Load) Imposed on Dividend Reinvestments.... None None None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund Assets):

Investment Advisory Fees......................................... .90% .90% .90%
Distribution and/or Service (12b-1) Fees......................... None None None
Other Expenses................................................... .38% .08% .08%
Total Annual Fund Operating Expenses............................. 1.28% .98% .98%

- --------
/(a)/ The foregoing fees and expenses do not reflect the fees and expenses
associated with the variable contracts for which the Funds serve as
investment vehicles. None of the fees or expenses associated with the
variable contracts will change as a result of the Reorganization.

/(b)/ Assumes that the Reorganization took place on October 31, 2000.

The foregoing Pro Forma Fee Table and the Examples below are intended to
assist investors in understanding the costs and expenses that an Acquired Fund
shareholder and an Acquiring Fund shareholder bears directly or indirectly as
compared to the costs and expenses that would be borne by such investors taking
into account the Reorganization.

Examples:

These examples assume that a shareholder invests $10,000 in the relevant
Fund for the time periods indicated, that the investment has a 5% return each
year, and that each Fund's operating expenses remain the same. Although a
shareholder's actual costs may be higher or lower, based on these assumptions
your costs would be:

Cumulative Expenses Paid on Share of each Fund for the Periods Indicated:
(with or without redemption)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Acquired Fund..... $130 $406 $702 $1,545
Acquiring Fund.... $100 $312 $542 $1,201
Combined Fund/(a)/ $100 $312 $542 $1,201

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/(a)/ Assumes that the Reorganization took place on October 31, 2000.

Examples set forth above assume reinvestment of all dividends and utilize a
5% annual rate of return as mandated by SEC regulations. The Examples should
not be considered a representation of past or future expenses or annual rates
of return, and actual expenses or annual rates of return may be more or less
than those assumed for purposes of these Examples.

PRINCIPAL RISK FACTORS

Although the investment objectives and policies of the Acquiring Fund and
the Acquired Fund are similar, there are some differences in the investment
risks. Because the Acquiring Fund spreads its investments across many
international markets, the Acquiring Fund's volatility should be less than if
it invested in a single region. Also while each of the Funds can invest up to
20% of its assets in debt securities, the Acquired Fund generally will invest
in such securities if at the time of purchase they are rated at least
investment grade. On the other hand, the Acquiring Fund can invest in debt
securities without restriction as to credit quality or maturity. Because the
Acquiring Fund may invest in securities rated below investment grade, it is
subject to special risks, including a greater risk of loss of principal and
non-payment of interest.
The risks of the Acquiring Fund are generally those typically associated
with investing in foreign securities. The following is a summary of the
principal risk factors associated with investing in shares of the Acquiring
Fund. This summary is qualified in its entirety by the accompanying Prospectus.

Investors could lose money on their investment in the Acquiring Fund, or the
Acquiring Fund may not perform as well as other investments, if:

. Foreign securities prices decline;

. Adverse governmental action or political, economic or market instability
occurs in a foreign country;

. The currency in which a security is priced declines in value relative to
the U.S. dollar;

. The manager's judgment about the attractiveness, value or potential
appreciation of a particular security proves to be incorrect.

Many foreign countries in which the Acquiring Fund invests have markets that
are less liquid and more volatile than markets in the U.S. In some foreign
countries, less information is available about foreign issuers and markets
because of less rigorous accounting and regulatory standards than those in the
U.S. Currency fluctuations could erase investment gains or add to investment
losses. The risk of investing in foreign securities is greater in the case of
emerging markets.

In Europe, Economic and Monetary Union ("EMU") and the introduction of a
single currency began on January 1, 1999. There are significant political and
economic risks associated with EMU, which may increase the volatility of the
Acquiring Fund's European investments and present valuation problems.

COMPARISON OF THE FUNDS

Financial Highlights

The following Financial Highlights tables are intended to help you
understand each Fund's financial performance for the five years ended October
31, 2000. Certain information reflects financial results for a single share.
The total returns in the tables represent the rate an investor would have
earned on an investment in shares of each Fund (assuming reinvestment of all
dividends). This information has been audited by KPMG LLP, whose report, along
with each Fund's 2000 financial statements, is included in the Company's annual
report to shareholders, which accompanies this Prospectus/Proxy Statement.

For a share of capital stock outstanding throughout each year ended October
31, except where noted:

Acquiring Fund
------------------------------------------
2000/(1)/ 1999 1998 1997 1996
------- ------ ------ ------ ------

Net Asset Value, Beginning of Year $16.92 $12.60 $13.23 $12.18 $10.48
Income (Loss) from Operations:
Net Investment Income....................... 0.02 0.02 0.05 0.01 0.02
Net realized and unrealized gain (loss)..... 1.71 4.35 (0.68) 1.05 1.69
------- ------ ------ ------ ------
Total Income (Loss) from Operations..... 1.73 4.37 (0.63) 1.06 1.71
------- ------ ------ ------ ------
Less Distributions From:
Net Investment Income....................... (0.13) (0.05) -- (0.01) (0.01)
------- ------ ------ ------ ------
Total Distributions..................... (0.13) (0.05) -- (0.01) (0.01)
------- ------ ------ ------ ------
Net Asset Value, End of Year................... $18.52 $16.92 $12.60 $13.23 $12.18
------- ------ ------ ------ ------
Total Return................................... 10.18% 34.73% (4.76)% 8.73% 16.36%
------- ------ ------ ------ ------
Net Assets, End of Year (millions)............. $ 462 $ 309 $ 224 $ 219 $ 143
------- ------ ------ ------ ------
Ratios to Average Net Assets:
Expenses/(2)/............................... 0.98% 1.00% 1.00% 1.01% 1.10%
Net investment income....................... 0.11 0.16 0.37 0.09 0.23
------- ------ ------ ------ ------
Portfolio Turnover Rate........................ 15% 36% 34% 38% 41%
======= ====== ====== ====== ======

- --------
/(1)/ Per share amounts have been calculated using the monthly average shares
method.
/(2)/ During the year ended October 31, 1996, the Portfolio had earned credits
from the custodian which reduced service fees incurred. When the credits
are taken into consideration the expense ratio is 1.05%.

Acquired Fund
---------------------------------------------
2000/(1)/ 1999 1998 1997 1996
------- ------ ------- ------- ------

Net Asset Value, Beginning of Year............. $ 11.77 $ 6.81 $ 8.04 $ 9.75 $ 8.95
Income (Loss) from Operations:
Net Investment Income (loss)/(2)/........... (0.10) (0.14) (0.00)* (0.01) 0.08
Net realized and unrealized gain (loss)..... (3.67) 5.10 (1.14) (1.64) 0.75
------- ------ ------- ------- ------
Total Income (Loss) from Operations..... (3.77) 4.96 (1.14) (1.65) 0.83
------- ------ ------- ------- ------
Less Distributions From:
Net Investment Income....................... (0.03) -- (0.09) (0.06) (0.03)
------- ------ ------- ------- ------
Total Distributions..................... (0.03) -- (0.09) (0.06) (0.03)
------- ------ ------- ------- ------
Net Asset Value, End of Year................... $ 7.97 $11.77 $ 6.81 $ 8.04 $ 9.75
------- ------ ------- ------- ------
Total Return................................... (32.07)% 72.83% (14.09)% (17.02)% 9.26%
------- ------ ------- ------- ------
Net Assets, End of Year (millions)............. $ 14 $ 25 $ 13 $ 18 $ 17
------- ------ ------- ------- ------
Ratios to Average Net Assets:
Expenses/(2)/............................... 1.28% 1.30% 1.56% 1.38% 1.34%
Net investment income (loss)................ (0.84) (0.29) (0.03) (0.08) 0.47
------- ------ ------- ------- ------
Portfolio Turnover Rate........................ 70% 99% 136% 156% 59%
======= ====== ======= ======= ======

- --------
/(1)/ Per share amounts have been calculated using the monthly average shares
method.
/(2)/ The Manager waived all or part of its fees for the year ended October 31,
1996. If such fees were not waived, the effect on the net investment income
and the expense ratio would have been as follows:

Per Share Decrease Expense Ratio
to Net Investment Without Fee Waiver
Income and Custody Credits
------------------ ------------------

1996 $0.02 1.58%

In addition, during the year ended October 31, 1996, the Portfolio had
earned credits from the custodian which reduced service fees incurred. If
the credits are taken into consideration the expense ratio is 1.17%.

* Amount represents less than $0.01.

Information about each Fund

The Prospectus and Annual Report have been delivered with this
Prospectus/Proxy Statement and are incorporated herein by reference.
Information about each Fund's investment objective and policies can be found
under the heading "Investments, Risk and Performance" in the Prospectus.

Investment Restrictions

The Funds have identical investment restrictions. For a complete discussion
of the Funds' investment restrictions, see "Investment Restrictions" in the
Company's Statement of Additional Information dated February 28, 2001.

The Manager

SSB Citi Fund Management LLC ("SSB Citi" or the "Manager"), a wholly owned
subsidiary of Citigroup, Inc. serves as the investment manager to each Fund.
Each Fund pays SSB Citi a monthly fee at the annual rate of .90% of its average
daily net assets. James Conheady and Jeffrey Russell are the portfolio managers
of the Acquiring Fund and David Ishibashi is the portfolio manager of the
Acquired Fund. James Conheady and Jeffrey Russell are expected to serve as
portfolio managers of the Combined Fund after the Reorganizations.

SSB Citi is located at 7 World Trade Center, New York, New York 10048. SSB
Citi acts as investment manager to investment companies having aggregate assets
of approximately $146 billion as of January 31, 2001. By written agreement,
research and other departments and staff of Salomon Smith Barney, Inc.
("Salomon Smith Barney") will furnish SSB Citi with information, advice and
assistance, and will be available for consultation on the Funds. Thus, Salomon
Smith Barney may also be considered an investment adviser to the Company.
Salomon Smith Barney's services are paid for by SSB Citi; there is no charge to
the Company for such services.

Purchase of Shares

Shares of the Funds are available only through the purchase of variable
annuity or variable life insurance contracts issued by Insurance Companies
through their separate accounts.

Redemption of Shares

The redemption price of the shares of each Fund will be the net asset value
next determined after receipt by the Fund of a redemption order from a separate
account, which may be more or less than the price paid for the shares. The Fund
will ordinarily make payment within one business day after receipt of a
redemption request in good order, though redemption proceeds must be remitted
to a separate account on or before the third day following receipt of the
request in good order, except on a day on which the New York Stock Exchange
("NYSE") is closed as permitted by the SEC in extraordinary circumstances.

Price of Shares

Each Fund's net asset value is the value of its assets minus its
liabilities. Each Fund calculates its net asset value every day the NYSE is
open. This calculation is done when regular trading closes on the NYSE
(normally 4:00 p.m., Eastern time). If the NYSE closes early, each Fund
accelerates the calculation of its net asset value to the actual closing time.

Each Fund generally values its securities based on market prices or
quotations. To the extent a Fund holds securities denominated in a foreign
currency, the Fund's currency conversions are done when the London stock
exchange closes, which is noon Eastern time. When reliable market prices or
quotations are not readily available, or when the Manager believes that they
are unreliable or that the value of a security has been materially affected by
events occurring after a foreign exchange closes, the Funds may price those
securities at fair value. Fair value is determined in accordance with
procedures approved by the Fund's board. A Fund that uses fair value to price
securities may value those securities higher or lower than another fund that
uses market quotations to price the same securities.

International markets may be open on days when U.S. markets are closed, and
the value of foreign securities owned by the Fund could change on days when
Fund shares may not be purchased or redeemed.

INFORMATION ABOUT THE REORGANIZATION

Plan of Reorganization

The following summary of the Plan is qualified in its entirety by reference
to the Plan (Exhibit A hereto). The Plan provides that the Acquiring Fund will
acquire all of the assets of the Acquired Fund in exchange for shares of the
Acquiring Fund and the assumption by the Acquiring Fund of liabilities of the
Acquired Fund on May 1, 2001 or such other date as may be agreed upon pursuant
to the terms of the Plan (the "Closing Date").

Prior to the Closing Date, the Acquired Fund will endeavor to discharge all
of its known liabilities and obligations. The number of full and fractional
shares to be issued to the Acquired Fund shareholders will be determined on the
basis of the relative net asset values of the Acquiring Fund's shares and the
Acquired Fund's shares. The net asset value per share of each Fund will be
determined by dividing assets, less liabilities, by the total number of the
Fund's outstanding shares. In conjunction with the Reorganization, an amendment
to the Company's charter will reclassify the Acquired Fund's shares as
Acquiring Fund shares of equal aggregate net asset value and increase the
number of authorized shares of the Acquiring Fund by an amount equal to the
number of authorized shares of the Acquired Fund.

The Acquired Fund and the Acquiring Fund will utilize the procedures set
forth in the Prospectus to determine the value of their respective portfolio
securities and to determine the aggregate value of each Fund's portfolio. The
methods of valuation will also be consistent with the requirements of Rule
22c-1 under the 1940 Act and the interpretations of such rule by the SEC's
Division of Investment Management.

Prior to the Closing Date, dividends on the Acquired Fund's shares,
consisting of substantially all of the Acquired Fund's undistributed taxable
net investment income and undistributed taxable capital gains will be paid to
the shareholders of record as of the close of business on the third business
day prior to the Closing Date, payable on the Closing Date, with proceeds being
immediately reinvested in accordance with the Prospectus on the date that the
dividend is paid, in additional shares at the net asset value per share next
determined and includable in gross income of the separate accounts holding such
shares.

On the Closing Date or as soon thereafter as conveniently practicable, the
Acquired Fund will liquidate and distribute pro rata to shareholders of record
as of the close of business on the Closing Date the full and fractional shares
of the Acquiring Fund received by the Acquired Fund. Such liquidation and
distribution will be accomplished by the establishment of accounts in the names
of the Acquired Fund's shareholders on the share records of the Acquiring
Fund's transfer agent. Each account will represent the respective pro rata
number of full and fractional shares of the Acquiring Fund due to each of the
Acquired Fund's shareholders.

The consummation of the Reorganization is subject to the conditions set
forth in the Plan. The Plan may be abandoned at any time prior to the Closing
Date upon the vote of a majority of the Board of Directors of the Company. In
addition, at any time prior to or after approval of the Plan, the Company may
amend any provisions of the Plan upon authorization of the Company's Board of
Directors, with or without shareholder approval.

Approval of the Plan will require the affirmative vote of a majority of the
outstanding shares of the Acquired Fund. If the Reorganization is not approved
by shareholders of the Acquired Fund, the Board of Directors of the Company
will consider courses of action available to it, including re-submitting the
Reorganization proposal to shareholders.

Description of the Acquiring Fund's Shares

Each share of the Acquiring Fund represents a proportional interest in the
Acquiring Fund's investment portfolio. For a complete description of the
Acquiring Fund's shares, please see "Share Transactions," in the Prospectus,
which was mailed herewith.

Reasons for the Reorganization

The Board of Directors of the Company has determined that it is in the best
interest of the Funds' shareholders to combine the Acquired Fund with the
Acquiring Fund. The Funds have generally similar investment objectives and
policies and have the same investment adviser, distributor, transfer agent and
Board of Directors. In reaching this conclusion, the Board considered a number
of factors as described below.

The Board of Directors also considered that the Reorganization would permit
the shareholders of the Acquired Fund to pursue similar investment goals in a
larger fund that has had higher historical performance since the common
inception date of both Funds (as shown under "Comparison of the Funds--Purchase
of Shares"). A larger fund should enhance the ability of the Manager to effect
portfolio transactions on more favorable terms and give the Manager greater
flexibility and the ability to select a larger number of portfolio securities
for the Acquiring Fund, with the attendant benefit of increased
diversification. In addition, the larger aggregate asset base would result in
lower overall expense ratios for the Acquired Fund's shareholders through the
spreading of both fixed and variable costs of operations over a larger asset
base. As a general rule, economies of scale can be expected to be realized with
respect to fixed expenses, such as costs of printing and fees for professional
services, although expenses that are based on the value of assets or the number
of shareholder accounts, such as custody fees, would be largely unaffected by
the Reorganization.

Management has also taken into account the fact that the annuity contracts
are limited in the number of funds they can offer and it therefore is necessary
to merge or restructure several funds that are small or have limited
distribution potential across contracts and channels.

Information regarding operating expenses of the Acquired Fund and the
Acquiring Fund for the fiscal year ended October 31, 2000 is included under the
caption "Fee Tables" in this Prospectus/Proxy Statement.

The Board also considered, among other things, the terms and conditions of
the Reorganization and the comparative investment performance of the Funds. In
addition, the Board was advised that the Reorganization would not result in a
taxable event to the underlying policyholders of the insurance company separate
accounts.

In light of the foregoing, the Board of Directors of the Company, including
the Independent Directors, has determined that it is in the best interests of
the Acquired Fund and its shareholders to combine with the Acquiring Fund. The
Board of Directors has also determined that a combination of the Acquired Fund
and the Acquiring Fund would not result in a dilution of the interests of the
Acquired Fund's shareholders and that the Reorganization would be effected as a
tax-free reorganization. Accordingly, the Board of Directors, including a
majority of the Independent Directors, has determined that the Reorganization
is in the best interests of the Acquiring Fund's shareholders and that the
interests of the Acquiring Fund's shareholders would not be diluted as a result
of the Reorganization.

Federal Income Tax Consequences

Based on certain factual representations made by the Acquired Fund and the
Acquiring Fund, Sutherland, Asbill & Brennan LLP, as tax counsel to the
Acquired Fund, has advised the Acquired Fund and the Acquiring

Fund that the Reorganization of the Acquired Fund will satisfy all of the
requirements to be treated as a reorganization under section 368(a) of the
Internal Revenue Code (the "Code"), with the exception of the "continuity of
business enterprise" requirement. In order to satisfy that requirement, the
Acquiring Fund must either continue the historic business of the Acquired Fund
or use a significant portion of the Acquired Fund's historic business assets in
a business. The Company is not in a position to represent that the Acquiring
Fund will satisfy either requirement. As a result, Sutherland, Asbill & Brennan
LLP is unable to render an opinion as to whether the Reorganization of the
Acquired Fund will constitute a tax-free reorganization under section 368(a) of
the Code. If, in fact, the Acquiring Portfolio does satisfy at least one of
those tests with respect to the Reorganization, the Reorganization will be a
tax-free reorganization under section 368(a).

As described below, moreover, the federal income tax consequences to the
Acquired Fund and its shareholders, as well as to owners of variable contracts
that are based on the investment performance of the Acquired Fund, should
generally be the same whether or not the Reorganization constitutes a
reorganization under section 368(a).

While the Acquired Fund and the Acquiring Fund are not aware of any adverse
state or local tax consequences of the proposed Reorganization, they have not
requested any ruling or opinion with respect to such consequences and
shareholders and owners of variable contracts may wish to consult their own tax
advisors with respect to such matters.

Tax consequences of treatment as a reorganization under section 368(a). If
the Reorganization of the Acquired Fund constitutes a tax-free reorganization
under section 368(a) of the Code, the Acquired Fund and the Acquiring Fund will
each be a party to a reorganization within the meaning of section 368(b) of the
Code, and, for federal income tax purposes: (i) no gain or loss will be
recognized by the Acquired Fund upon the transfer of its assets to the
Acquiring Fund solely in exchange for shares and the assumption by the
Acquiring Fund of liabilities of the Acquired Fund or upon the distribution of
such shares to that Acquired Fund's shareholders in exchange for their shares
of the Acquiring Fund; (ii) the basis of the assets of the Acquired Fund in the
hands of the Acquiring Fund will be the same as the basis of such assets in the
hands of the Acquired Fund immediately prior to the transfer; (iii) the holding
period of the assets of the Acquired Fund in the hands of the Acquiring Fund
will include the period during which such assets were held by the Acquired
Fund; (iv) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for Acquiring
Fund shares and the assumption by the Acquiring Fund of all of the liabilities
of the Acquired Fund; (v) no gain or loss will be recognized by the
shareholders of the Acquired Fund upon the receipt of Acquiring Fund shares
solely in exchange for their shares of the Acquired Fund as part of the
transaction; (vi) the basis of the Acquiring Fund shares received by the
shareholders of the Acquired Fund will be, in the aggregate, the same as the
basis, in the aggregate, of the shares of the Acquired Fund exchanged therefor;
and (vii) the holding period of the Acquiring Fund shares received by the
shareholders of the Acquired Fund will include the holding period during which
the shares of the Acquired Fund exchanged therefor were held, provided that at
the time of the exchange the shares of the Acquired Fund were held as capital
assets in the hands of the shareholders of the Acquired Fund.

Tax consequences if the Reorganization does not constitute a reorganization
under section 368(a). If the Reorganization of the Acquired Fund does not
constitute a tax-free reorganization under section 368(a) of the Code, the
Acquired Fund will recognize gain or loss on the transfer of its assets to the
Acquiring Fund as if it had disposed of these assets for an amount of cash
equal to the value of the Acquiring Fund shares received in the exchange, plus
the amount of any liabilities of the Acquired Fund assumed by the Acquiring
Fund. However,

so long as the Acquired Fund qualifies as a regulated investment company under
section 851 of the Code for its taxable year ending on the Closing Date and
makes all distributions in accordance with the timing requirements imposed by
the Code, it will not have any federal income tax liability.

In addition, pursuant to section 817 of the Code, to the extent that an
insurance company shareholder of the Acquired Fund holds its Acquired Fund
shares in a separate account to fund benefits under variable contracts, its
basis in the shares will generally be equal to the fair market value of the
shares. Consequently, the exchange of Acquired Fund shares for the Acquiring
Fund shares should not cause such a shareholder to realize any taxable gain or
loss.

Finally, in either case, the owner of a variable contract will not recognize
gain or loss on the Reorganization of the Acquired Fund because such an owner
is not considered to own the shares of the Acquired Fund or the Acquiring Fund
for federal income tax purposes.

Capitalization

The following table shows the capitalization of the Acquiring Fund and the
Acquired Fund as of January 31, 2001, and on a pro forma basis as of that date,
giving effect to the proposed acquisition of assets at net asset value.

Acquired Pro Forma for
Acquiring Fund Fund Reorganization
(Unaudited) (Unaudited) (Unaudited)
-------------- ----------- --------------
(In thousands, except per share values)

Shares:......................
Net assets................ $426,416,936 $11,910,929 $438,327,865
Net asset value per share. $ 17.84 $ 7.35 $ 17.84
Shares outstanding........ 23,902,380 1,619,877 24,570,033

All shares of the Funds are owned of record by insurance company separate
accounts for the benefit of variable contract owners. No variable contract
owner had as of February 9, 2001, voting authority over as much as 5% of either
Fund's shares. The insurance company separate accounts that own shares of the
Funds do not have an economic interest in the Funds.

Because all shares of the Funds are owned of record by insurance company
separate accounts as of the Record Date, the officers and Directors of the
Company as a group owned none of the outstanding shares of the Funds. To the
best knowledge of the Directors of the Company, as of February 9, 2001, no
shareholder or "group" (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act")), except as set forth in the table
below, owned of record more than 5% of the outstanding shares of either of the
Funds. As of February 15, 2001, the net asset value of the Acquired Fund did
not exceed 10% of the Acquiring Fund's net asset value; thus, pursuant to item
14(a)(2) of Form N-14, pro forma financial statements have not been prepared.

Upon
As of Consummation
February 16, of the
Name and Address 2001 Reorganization
---------------- ------------ --------------

Acquiring Fund:
48.2% 46.9%
Travelers Insurance Company
Attn: Shareholder Accounting
One Tower Square
Hartford, CT 06183

Travelers Life & Annuity Company 42.6% 41.5%
Attn: Shareholder Accounting
One Tower Square
Hartford, CT 06183

Equitable Life of Iowa 9.1% 8.9%
Prime Elite
Attn: Gina Keck MSI
604 Locust Street
Des Moines, IA 50306

Acquired Fund: 55.9% 1.5%

Travelers Insurance Company
Attn: Shareholder Accounting
One Tower Square
Hartford, CT 06183

Travelers Life & Annuity Company 44.1% 1.2%
Attn: Shareholder Accounting
One Tower Square
Hartford, CT 06183

INFORMATION ABOUT EACH OF THE FUNDS

The Prospectus and Annual Report have been delivered with this
Prospectus/Proxy Statement and are incorporated herein by reference.
Information regarding each Fund's "Investments, Risk and Performance,"
"Dividends, Distributions and Taxes," "More on the Funds' Investments and
Related Risks," "Management" and "Financial Highlights" may be found under such
headings in the Prospectus. For information regarding Management's Discussion
of Fund Performance of each Fund, please refer to the Annual Report that
accompanies this Prospectus/Proxy Statement. Other shareholder reports and
other information can be reviewed and copied at the Commission's Public
Reference Room in Washington, D.C. In addition, information on the operation of
the Public Reference Room may be obtained by calling the Commission at
1-202-942-8090. Reports and other information about the Funds are also
available on the EDGAR Database on the Commission's Internet site at
http://www.sec.gov. Copies of this information may be obtained for a
duplicating fee by electronic request at the following E-mail address:
publicinfo@sec.gov, or by writing the Commission's Public Reference Section,
Washington, D.C. 20549-0102.

VOTING INFORMATION

This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Board of Directors of the Company to be used at
a Special Meeting of Shareholders of the Acquired Fund to be held at 12 p.m. on
April 18, 2001 at 7 World Trade Center, New York, New York 10048 and at any
adjournment or adjournments thereof. This Prospectus/Proxy Statement, along
with a Notice of the Meeting and a proxy card, is first being mailed to
shareholders of the Acquired Fund on or about March 30, 2001. Only shareholders
of record as of the close of business on the Record Date will be entitled to
notice of, and to vote at, the Meeting or any adjournment thereof. The holders
of one-third of the shares of the Acquired Fund outstanding at the close of
business on the Record Date present in person or represented by proxy will
constitute a quorum for the Meeting. For purposes of determining 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
approval of the Plan. If the enclosed form of proxy is properly executed and
returned in time to be voted at the Meeting, the proxies named therein will
vote the shares represented by the proxy in accordance with the instructions
marked thereon. Unmarked proxies will be voted FOR approval of the proposed
Reorganization and FOR approval of any matters deemed appropriate by the proxy
holders. A proxy may be revoked at any time on or before the Meeting by written
notice to the Secretary of the Acquired Fund, Christina T. Sydor, Esq., 7 World
Trade Center, New York, New York 10048. Unless revoked, all valid proxies will
be voted in accordance with the specifications thereon or, in the absence of
such specifications, FOR approval of the Plan and the Reorganization
contemplated thereby.

Approval of the Plan will require the affirmative vote of a majority of the
outstanding shares of the Acquired Fund. Shareholders of the Acquired Fund are
entitled to one vote for each share. Fractional shares are entitled to
proportional voting rights.

Proxy solicitations will be made primarily by mail, but proxy solicitations
also may be made by telephone or personal interviews conducted by officers and
service contractors of the Acquiring Fund. If the Acquired Fund

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. Although a shareholder's vote may be
taken by telephone, each shareholder will receive a copy of this
Prospectus/Proxy Statement and may vote by mail using the enclosed proxy card.
The aggregate cost of solicitation of the shareholders of the Acquired Fund is
expected to be approximately $20,000. Expenses of the Reorganization, including
the costs of proxy solicitation and the preparation of enclosures to the
Prospectus/Proxy Statement, reimbursement of expenses of forwarding
solicitation material to beneficial owners of shares of the Acquired Fund and
expenses incurred in connection with the preparation of this Prospectus/Proxy
Statement will be borne by ALAMO Direct Mail Svc, Inc., an affiliate of Salomon
Smith Barney.

In the event that a quorum necessary for a shareholders' meeting is not
present or sufficient votes to approve the Reorganization are not received by
April 18, 2001, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: 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 such adjournment will require an affirmative vote by the
holders of a majority of the shares present in person or by proxy and entitled
to vote at the Meeting. The persons named as proxies will vote upon a decision
to adjourn the Meeting.

The votes of the shareholders of the Acquiring Fund are not being solicited
by this Prospectus/Proxy Statement.

LEGAL PROCEEDINGS

There are no material legal proceedings to which the Company, with respect
to either Fund, is a party.

LEGAL OPINIONS

Certain legal matters in connection with the Reorganization will be passed
upon for the Company by Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004. Sullivan & Cromwell will rely as to certain matters of Maryland law
on the opinion of Venable, Baetjer and Howard, LLP.

EXPERTS

The financial highlights of the Acquired Fund and the Acquiring Fund
included in this Prospectus/Proxy Statement have been so included in reliance
on the reports of KPMG LLP, independent auditors, given on their authority as
experts in accounting and auditing. The principal business address of KPMG LLP
is 757 Third Avenue, New York, New York 10017. KPMG LLP is expected to serve as
the independent auditors for the Combined Fund after the Reorganization.

OTHER BUSINESS

The Directors of the Travelers Series Fund Inc. do not intend to present any
other business at the Meeting. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying form of proxy
will vote thereon in accordance with their judgment.

The Board of Directors of the Travelers Series Fund Inc., including the
Independent Directors, unanimously recommends approval of the Plan, and any
unmarked proxies without instructions to the contrary will be voted in favor of
the Plan.

EXHIBIT A

PLAN OF REORGANIZATION

THIS PLAN OF REORGANIZATION (this "Plan") is dated as of this 14th day of
February 2001, and has been adopted by the Board of Directors of Travelers
Series Fund Inc. (the "Company") to provide for the reorganization of its Smith
Barney Pacific Basin Portfolio (the "Acquired Fund") into its Smith Barney
International All Cap Growth Portfolio, formerly "Smith Barney International
Equity Fund" (the "Acquiring Fund").

A. BACKGROUND

The Acquired Fund and the Acquiring Fund (individually, a "Fund" and
collectively, the "Funds") are separate investment portfolios of the Company.
The Company is organized as a Maryland corporation and is an open-end
management investment company registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940 (the "1940
Act"). The Board of Directors of the Company has determined that it is in the
best interests of the Acquired Fund and its shareholders to be reorganized
through the transfer of all of the Acquired Fund's assets and liabilities to
the Acquiring Fund upon the terms set forth in this Plan (the
"Reorganization").

B. THE REORGANIZATION

1. Prior to the Closing Date (as defined below in Section 6 of this Article
B), the Company will execute and file Articles of Amendment to the Company's
Charter with the Maryland State Department of Assessments and Taxation in
substantially the form attached hereto as Annex I, which Articles of Amendment
will, effective as of the Closing Date: (a) reclassify all of the Company's
issued and outstanding shares of Common Stock of the Acquired Fund as shares of
Common Stock of equal aggregate value of the Acquiring Fund; and (b) reclassify
all of the authorized and unissued Common Stock of the Acquired Fund as
authorized and unissued Common Stock of the Acquiring Fund.

2. At the Closing Date, all property of every description, and all
interests, rights, privileges and powers of the Acquired Fund, subject to all
liabilities of the Acquired Fund, whether accrued, absolute, contingent or
otherwise (such assets subject to such liabilities are herein referred to as
the "Assets") will be transferred and conveyed by the Acquired Fund to the
Acquiring Fund and will be assumed by the Acquiring Fund, such that at and
after the Closing Date, the Assets of the Acquired Fund will become and be the
Assets of the Acquiring Fund. In exchange for the transfer of the Assets of the
Acquired Fund and in order to accomplish the reclassification of shares as
described above in Section 1 of this Article B, the Acquiring Fund will
contemporaneously issue to shareholders of the Acquired Fund full and
fractional shares of the Acquiring Fund (as contemplated by Section 4 of this
Article B) having an aggregate net asset value equal to the value of the Assets
of the Acquired Fund. For purposes of effecting such exchange, the value of the
Assets of the Acquired Fund and the net asset value of the shares of the
Acquiring Fund shall be determined as of the close of regular trading on the
New York Stock Exchange on April 27, 2001 or at such other time as may be
determined by the Board of Directors or an authorized officer of the Company.
Such values shall be computed in the manner set forth in the applicable Fund's
then current prospectus under the Securities Act of 1933. At and after the
Closing Date, all debts, liabilities, obligations and duties of the Acquired
Fund will attach to the Acquiring Fund as aforesaid and may thenceforth be
enforced against the Acquiring Fund to the same extent as if the same had been
incurred by the Acquiring Fund.

A-1

3. Prior to the Closing Date, dividends on the Acquired Fund's shares,
consisting of substantially all of the Acquired Fund's undistributed taxable
net investment income and undistributed taxable capital gains will be declared
as of the first business day prior to the Closing Date, with proceeds being
immediately reinvested in accordance with the Acquired Fund's current
Prospectus, on the date that the dividend is paid, in additional shares at the
net asset value per share next determined and includable in gross income of the
separate accounts holding such shares.

4. At the Closing Date, the Company will liquidate the Acquired Fund and
issue full and fractional shares of the Acquiring Fund to the Acquired Fund's
shareholders, such that the shares of the Acquiring Fund that are distributed
to a shareholder of the Acquired Fund will have an aggregate net asset value
equal to the aggregate net asset value of the shares of the Acquired Fund held
by such shareholder immediately prior to the Closing Date. In addition, each
shareholder of the Acquired Fund will have the right to receive any unpaid
dividends or other distributions that were declared before the Closing Date
with respect to the shares of the Acquired Fund held by such shareholder
immediately prior to the Closing Date.

5. The stock transfer books of the Company with respect to the Acquired Fund
will be permanently closed as of the close of business on the day immediately
preceding the Closing Date. Redemption requests received thereafter by the
Company with respect to the Acquired Fund will be deemed to be redemption
requests for shares of the Acquiring Fund issued pursuant to this Plan. If any
shares of the Acquired Fund are represented by a share certificate, the
certificate must be surrendered to the Company's transfer agent for
cancellation before the Acquiring Fund shares issuable to the shareholder
pursuant to this Plan will be redeemed.

6. The Closing Date for purposes of this Plan shall be the close of business
on April 27, 2001 or at such other time as may be determined by the Board of
Directors or an authorized officer of the Company.

C. ACTIONS BY SHAREHOLDERS OF THE ACQUIRED FUND

Prior to the Closing Date and as a condition thereto, the Board of Directors
of the Company will call, and the Company will hold, a meeting of the
shareholders of the Acquired Fund to consider and vote upon:

1. Approval of this Plan and the implementing charter amendment
reclassifying shares of the Acquired Fund into shares of the Acquiring Fund
and the transactions contemplated hereby; and

2. Such other matters as may be determined by the Board of Directors of
the Company.

D. CONDITIONS OF THE REORGANIZATION

Consummation of this Plan will be subject to:

1. The approval of the matters referred to in Article C of this Plan by
the shareholders of the Acquired Fund in the manner required by law and
otherwise deemed necessary or advisable by the Board of Directors of the
Company; and

2. The following additional conditions:

(a) The Company will have received an opinion of Sullivan & Cromwell
based upon customary representations and assumptions and to the effect
that the shares of the Acquiring Fund issued pursuant

A-2

to this Plan will, when issued in accordance with the provisions hereof,
be validly issued, fully paid and non-assessable; and

(b) All necessary approvals, registrations and exemptions required
under federal and state laws will have been obtained.

E. MISCELLANEOUS

1. This Plan and the transactions contemplated hereby will be governed and
construed in accordance with the laws of the State of Maryland.

2. This Plan and the transactions contemplated hereby may be abandoned at
any time for any reason prior to the Closing Date upon the vote of a majority
of the Board of Directors of the Company.

3. At any time prior to or (to the fullest extent permitted by law) after
approval of this Plan by the shareholders of the Acquired Fund, the Company
may, upon authorization by the Board of Directors and with or without the
approval of shareholders of the Acquired Fund, amend any of the provisions of
this Plan.

4. The expenses incurred in connection with the Reorganization will be borne
by an affiliate of Salomon Smith Barney, Inc.

5. The Company, by consent of its Board of Directors or an officer
authorized by such Board of Directors, may waive any condition to the
obligations of the Acquired Fund or the Acquiring Fund hereunder if, in its or
such officer's judgment, such waiver will not have a material adverse effect on
the interests of the shareholders of the Acquired Fund or the shareholders of
the Acquiring Fund.

A-3

ANNEX I

TRAVELERS SERIES FUND INC.

ARTICLES OF AMENDMENT

TRAVELERS SERIES FUND INC., a Maryland corporation having its principal
office in the City of Baltimore, Maryland (the "Company"), certifies to the
State Department of Assessments and Taxation that:

FIRST: The Charter of the Company is amended by (i) reclassifying all of the
shares of the Company's Smith Barney Pacific Basin Portfolio ("Pacific Basin
Portfolio") as shares of the Company's Smith Barney International All Cap
Growth Portfolio ("Growth Portfolio"); and (ii) increasing the number of
authorized shares of the Growth Portfolio by 250,000,000 shares.

SECOND: Upon effectiveness of these Articles of Amendment:

(a) All of the assets and liabilities belonging to the Company's Pacific
Basin Portfolio shall be conveyed, transferred and delivered to the
Company's Growth Portfolio and shall thereupon become and be assets and
liabilities belonging to the Growth Portfolio;

(b) Each issued and outstanding share of the Company's Pacific Basin
Portfolio will automatically, and without the need of any further act or
deed, be reclassified and changed to that number of full and fractional
issued and outstanding share(s) of the Company's Growth Portfolio having an
aggregate net asset value equal to the net asset value of a Pacific Basin
Portfolio share being reclassified and changed, such net asset values to be
determined as of the close of regular trading on the New York Stock Exchange
on the effective date of these Articles of Amendment;

(c) Each unissued share (or fraction thereof) of the Company's Pacific
Basin Portfolio will automatically, and without the need for any further act
or deed, be reclassified and changed to such number of unissued Growth
Portfolio shares as shall result, as of the effective time of these Articles
of Amendment and as a result hereof, in the total number of unissued shares
of the Company's Growth Portfolio being increased by 250,000,000 shares less
the number of issued and outstanding shares of the Company's Growth
Portfolio resulting from paragraph (b) of this Article SECOND; and

(d) Open accounts on the share records of the Company's Growth Portfolio
owned by each former holder of its Pacific Basin Portfolio shares shall be
established representing the appropriate number of the Growth Portfolio
shares deemed to be owned by each such stockholder as a result of the
reclassification.

THIRD: This amendment does not increase the authorized capital stock of the
Company or the aggregate par value thereof. This amendment reclassifies and
changes the 250,000,000 authorized shares of the Pacific Basin Portfolio to
250,000,000 additional authorized shares of the Growth Portfolio, but does not
amend the description of any series of stock as set forth in the Charter. As a
result of this amendment, the Growth Portfolio series of the Company has
750,000,000 shares authorized. The shares of the Growth Portfolio series shall
have all of the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such series as set forth in the Charter of the
Company.

[FOURTH: Outstanding stock certificates representing issued and outstanding
shares of the Pacific Basin Portfolio of the Company immediately prior to these
Articles of Amendment becoming effective shall, upon these Articles becoming
effective, be deemed to represent the appropriate number of issued and
outstanding shares of the Company's Growth Portfolio, calculated as set forth
in Article SECOND of these Articles. Stock certificates representing shares of
the Growth Portfolio resulting from the aforesaid

I-1

change and reclassification need not be issued until stock certificates
representing the shares of the Pacific Basin Portfolio so changed and
reclassified, if issued, have been received by the Company or its agent duly
endorsed for transfer.]

FIFTH: This amendment has been duly authorized and advised by the Board of
Directors of the Company and approved by the stockholders of the Company
entitled to vote thereon.

SIXTH: These Articles of Amendment shall be effective as of [April 27, 2001
at 6:00 p.m.].

IN WITNESS WHEREOF, TRAVELERS SERIES FUND INC. has caused these Articles of
Amendment to be signed in its name and on its behalf by its , and witnessed
by its [Assistant] Secretary, as of the day of April 2001.

WITNESS: TRAVELERS SERIES FUND INC.

By: By:
Name: Name:
[Assistant] Secretary Office:

THE UNDERSIGNED, , of Travelers Series Fund Inc. who executed on behalf
of the Company the foregoing Articles of Amendment of which this certificate is
made a part, hereby acknowledges in the name and on behalf of said Company the
foregoing Articles of Amendment to be the corporate act of said Company and
hereby certifies that to the best of his knowledge, information and belief the
matters and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects under the penalties of
perjury.

_____________________________________
Name:
Office:

I-2

PART B

STATEMENT OF ADDITIONAL INFORMATION

Acquisition of the Assets of

SMITH BARNEY PACIFIC BASIN PORTFOLIO

a separate investment portfolio of

TRAVELERS SERIES FUND INC.

7 World Trade Center
New York, New York 10048
[(800)) 451-2010]

By and in Exchange for Shares of

SMITH BARNEY INTERNATIONAL ALL CAP GROWTH PORTFOLIO

a separate investment portfolio of

TRAVELERS SERIES FUND INC.

7 World Trade Center
New York, New York 10048
[(800) 451-2010]

This Statement of Additional Information is not a prospectus. A
Prospectus/Proxy Statement dated March 22, 2001 relating to the
above-referenced matter may be obtained without charge by calling or writing
the Acquiring Fund at the telephone number or address set forth above. This
Statement of Additional Information should be read in conjunction with the
Prospectus/Proxy Statement. Each of the following documents accompanies this
Statement of Additional Information and is incorporated herein by reference:

1. Statement of Additional Information of Travelers Series Fund Inc., dated
February 28, 2001.

2. Annual Report of Travelers Series Fund Inc. for the fiscal year ended
October 31, 2000.

B-1

TABLE OF CONTENTS

Page
---

General Information..............
[Financial Statements (Unaudited) ]

B-2

GENERAL INFORMATION

This Statement of Additional Information relates to the proposed transfer of
all of the assets and liabilities of the Acquired Fund to Travelers Series Fund
Inc., on behalf of the Acquiring Fund, in exchange for shares of the Acquired
Fund (the "Reorganization"). The shares issued by the Acquiring Fund will have
an aggregate net asset value equal to the aggregate net asset value of the
shares of the Acquired Fund that were outstanding immediately before the
effective time of the Reorganization.

Due to the net asset value of the Acquired Fund being less than ten percent
of the Acquiring Fund's value as of February 15, 2001, pro forma financial
statements are not required to be, and have not been prepared for, inclusion in
this Statement of Additional Information.

For further information about the transaction, see the Combined
Prospectus/Proxy Statement.

B-3

PART C OTHER INFORMATION

Item 15. Indemnification.

Reference is made to Article IX of Registrant's Charter for a complete
statement of its terms.

Under Section 2-418 of the Maryland General Corporation Law, with respect to
any proceedings against a present or former director of the Registrant, except
a proceeding brought by or on behalf of the Registrant, the Registrant may
indemnify the director against judgments, fines and amounts paid in settlement
and reasonable expenses, including attorneys' fees, actually incurred by the
director in connection with the proceeding unless: (i) he acted in bad faith or
with active and deliberate dishonesty and actually received an improper
personal benefit in money, property or services or (ii) with respect to any
criminal proceeding, he had reasonable cause to believe his conduct was
unlawful. The Registrant is also authorized under Section 2-418 of the Maryland
General Corporation Law to indemnify a director under certain circumstances
against expenses incurred in connection with the defense of a suit or action by
or in the right of the Registrant. The Registrant may indemnify officers to the
same extent as directors.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to Directors, officers and
controlling persons of the Registrant and the principal underwriter pursuant to
the foregoing provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission (the "SEC") such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the
Registrant and the principal underwriter in connection with the successful
defense of any action, suit or proceeding) is asserted by such Director,
officer or controlling person or the principal underwriter in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

Item 16. Exhibits.

1.1
Articles of Incorporation dated as of February 12, 1994 is incorporated by reference to Exhibit 1(a) to
the Registration Statement on February 23, 1994.

1.2
Amendment to Articles of Incorporation dated as of May 27, 1994 is incorporated by reference to
Exhibit 1(b) to Pre-Effective Amendment No. 1 on June 10, 1994.

1.3
Amendment to Articles of Incorporation dated as of June 8, 1994 is incorporated by reference to
Exhibit 1(c) to Pre-Effective Amendment No. 1 on June 10, 1994.

1.4
Articles Supplementary to Articles of Incorporation dated as of June 19, 1995 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

1.5
Articles of Amendment to Articles of Incorporation dated as of January 10, 1996 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

1.6
Articles of Amendment to Articles of Incorporation dated as of February 27, 1996 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

C-1

1.7
Articles of Amendment to Articles of Incorporation dated as of September 3, 1996 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

1.8
Change of Address of Resident Agent dated as of November 17, 1997 will be filed by Registrant
pursuant to Post-Effective Amendment No. 14.

1.9
Articles Supplementary to Articles of Incorporation dated as of December 16, 1997 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

1.10
Articles of Amendment to Articles of Incorporation dated as of February 27, 1998 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

1.11
Amendment to Articles of Incorporation dated as of February 22, 1999 is incorporated by reference to
Exhibit a.4 to Pre-Effective Amendment No. 11 filed February 26, 1999.

1.12
Amendment to Articles of Incorporation dated as of February 26, 1999 is incorporated by reference to
Exhibit a.5 to Post-Effective Amendment No. 11 filed February 26, 1999.

1.13
Amendment to Articles of Incorporation dated as of June 10, 1999 is incorporated by reference to
Exhibit a.6 to Post-Effective Amendment No. 13 filed February 25, 2000.

1.14
Articles Supplementary to Articles of Incorporation dated as of October 13, 1999 is incorporated by
reference to Exhibit A.7 to Post-Effective Amendment No. 13 filed February 25, 2000.

1.15
Articles Supplementary to Articles of Incorporation dated as of October 13, 1999 is incorporated by
reference to Exhibit a.8 to Post-Effective Amendment No. 13 filed February 25, 2000.

1.16
Articles of Amendment to Articles of Incorporation dated as of July 31, 2000 will be filed by
Registrant pursuant to Post-Effective Amendment No. 14.

1.17
Form of Articles of Amendment changing names of series is filed herewith.

1.18
Form of Articles of Amendment to be dated as of April 2001 is filed as Annex I in Part A hereto.

2.
Amended and Restated Bylaws of the Fund adopted February 14, 2001 are filed herewith.

4.
Plan of Reorganization is filed as Exhibit A in Part A hereto.

6.1
Management Agreement between Registrant on behalf of the Smith Barney International Equity
Portfolio and SSB Citi will be filed by Registrant pursuant to Post-Effective Amendment No. 14.

6.2
Management Agreement between Registrant on behalf of the Smith Barney Pacific Basin Portfolio and
SSB Citi will be filed by Registrant pursuant to Post-Effective Amendment No. 14.

7.1
Distribution Agreement between Registrant and Salomon Smith Barney, Inc. dated June 5, 2000 will
be filed by Registrant pursuant to Post-Effective Amendment No. 14.

9.1
Custodian Agreement between Registrant and PNC Bank, National Association is incorporated by
reference to Exhibit 8 to Post-Effective Amendment No. 1 filed on December 29, 1994.

9.2
Global Custody Agreement between Barclays Bank PLC and PNC Bank is incorporated by reference
to Exhibit 8 to Post-Effective Amendment No. 1 filed on December 29, 1994.

C-2

9.3
Custodian Agreement between Registrant and Morgan Guaranty Trust Company of New York is
incorporated by reference to Exhibit 8(e) to Post-Effective Amendment No. 4 filed on February 28,
1996.

9.4
Global Custody Agreement between The Chase Manhattan Bank and the Customer is incorporated by
reference to Exhibit 8(d) to Post-Effective Amendment No. 7 filed on February 25, 1997.

11.1
Opinion and Consent of Sullivan & Cromwell is filed herewith.

11.2
Opinion and Consent of Venable, Baetjer and Howard LLP is filed herewith.

13.1
Transfer Agency Agreement between Registrant and First Data Investor Services Group, Inc. is
incorporated by reference to Exhibit 9(b) to Post-Effective Amendment No. 7 filed on February 25,
1997.

14.0
Consent of KPMG LLP is filed herewith.

17(a)
Form of proxy cards and voting instructions forms are filed herewith.

17.1
Prospectus dated February 28, 2001 will be filed by Registrant pursuant to Post-Effective Amendment
No. 14.

17.2
Statement of Additional Information dated February 28, 2001 will be filed by Registrant pursuant to
Post-Effective Amendment No. 14.

17.3
Annual Report of Registrant dated October 31, 2000 is incorporated by reference.

Item 17. Undertakings.

(1) The undersigned Registrant agrees that, prior to any public reoffering
of the securities registered through the use of a prospectus which is part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933 the
reoffering prospectus will contain information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant undertakes to file, by post-effective
amendment, an opinion of Bingham Dana LLP supporting the tax matters and
consequences to shareholders discussed in the prospectus will be filed by
amendment supporting the tax consequences of the proposed reorganization within
a reasonable time after receipt of such opinion.

C-3

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the City of New York and State of
New York on February 20, 2001.

TRAVELERS SERIES FUND INC.
(Registrant)

/s/ HEATH B. MCLENDON
By: _________________________________
Heath B. McLendon, Chairman of
the Board, President and Chief
Executive Officer

Each person whose signature appears below hereby authorizes Heath B.
McLendon, Christina T. Sydor, and Judith C. Loomis, or any of them, as
attorney-in-fact, to sign on his or her behalf, individually and in each
capacity stated below, any pre-effective or post-effective amendments to this
Registration Statement and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission.

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

Signature Title Date
--------- ----- ----

/s/ HEATH B. MCLENDON Chairman of the Board, President February 20, 2001
- --------------------- and Chief Executive Officer
Heath B. McLendon

/s/ LEWIS E. DAIDONE Senior Vice President, Treasurer February 20, 2001
- --------------------- (Principal Financial and
Lewis E. Daidone Accounting Officer)

/s/ VICTOR K. ATKINS Director February 20, 2001
- ---------------------
Victor K. Atkins

/s/ ABRAHAM E. COHEN Director February 20, 2001
- ---------------------
Abraham E. Cohen

/s/ ROBERT A. FRANKEL Director February 20, 2001
- ---------------------
Robert A. Frankel

Director
- ---------------------
Michael E. Gellert

/s/ RAINER GREEVEN Director February 20, 2001
- ---------------------
Rainer Greeven

/s/ SUSAN M. HEILBRON February 20, 2001
- ---------------------
Susan M. Heilbron

C-4

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

1.17 Form of Articles of Amendment changing names of series is filed herewith.
2. Amended and Restated Bylaws of the Fund adopted February 14, 2001 are filed herewith.
11.1 Opinion and Consent of Sullivan & Cromwell is filed herewith.
11.2 Opinion and Consent of Venable, Baetjer and Howard LLP is filed herewith.
14.0 Consent of KPMG LLP is filed herewith.
17(a) Form of proxy card and voting instruction forms.

SPECIAL MEETING OF SHAREHOLDERS: YOUR VOTE IS IMPORTANT

To consider this transaction, we have called a Special Meeting of
Shareholders to be held on April 18, 2001. We strongly urge your participation
by asking you to review, complete and return your proxy promptly.

Detailed information about the proposed transaction is described in the
enclosed proxy statement. On behalf of the Board of Directors, I thank you for
your participation as a shareholder and urge you to please exercise your right
to vote by completing, dating and signing the enclosed proxy card. A
self-addressed, postage-paid envelope has been enclosed for your convenience.

If you have any questions regarding the proposed transaction, please feel
free to call your professional services representative who will be pleased to
assist you.

IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.

Sincerely,

Heath B. McLendon
Chairman of the Board

March 30, 2001

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:

Registration Valid Signature
------------ --------------------

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
Custodian 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