As filed with the Securities and Exchange Commission on April 22, 2002
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SCHEDULE 14A
(Rule 14a-101)
Information required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
TRAVELERS SERIES FUND INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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TRAVELERS SERIES FUND INC.
on behalf of its
SALOMON BROTHERS STRATEGIC BOND PORTFOLIO
(FORMERLY SALOMON BROTHERS GLOBAL HIGH YIELD PORTFOLIO)
125 Broad Street
New York, New York 10004
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that a Special Meeting of Shareholders ("Special
Meeting") of Travelers Series Fund Inc. (the "Fund"), on behalf of its Salomon
Brothers Strategic Bond Portfolio (formerly Salomon Brothers Global High Yield
Portfolio) (the "Portfolio"), will be held at Salomon Smith Barney Inc., 125
Broad Street, New York, New York 10004 on June 7, 2002, at 10:00 a.m., local
time, for the following purposes:
(1) To approve a change in the investment objective of the Portfolio; and
(2) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The appointed proxies, in their discretion, will vote on any other business
as may properly come before the Special Meeting or any adjournments thereof.
Shares of the Portfolio ("Shares") have been purchased at your direction by
your insurance company (the "Insurance Company") through one or more of its
separate accounts 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 those separate accounts, has been asked to
approve the Proposal. You, as an owner of a variable contract that has an
interest in one or more of those separate accounts ("Contract Owner"), are
being asked by your Insurance Company for instructions as to how to vote the
shares of the Portfolio that are attributable to your variable contract. The
separate accounts will vote all their Shares in the same proportion as the
voting instructions actually received from Contract Owners. The enclosed proxy
card will serve as the voting instruction form (the "proxy") by which the
Contract Owner instructs the voting of the Portfolio Shares attributable to his
or her variable contract.
Shareholders of record on April 11, 2002 are entitled to vote at the Special
Meeting and any adjournment thereof. Contract Owners of record on April 11,
2002 have the right to instruct their insurance company how to vote the Shares
that are attributable to their variable contracts. In the event that the
necessary quorum to transact business or the vote required to approve or reject
any proposal is not obtained at the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law, to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Shares present in person
or by proxy at the Special Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of the proposal with respect to which the meeting is to be adjourned and
will vote against any such adjournment those proxies to be voted against such
proposal.
By order of Board of Directors,
Christina T. Sydor
Secretary
April 22, 2002
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CONTRACT OWNERS WHO HAVE A VOTING INTEREST IN ACCOUNTS HOLDING SHARES OF THE
PORTFOLIO AND SHAREHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING. ANY SUCH
CONTRACT OWNERS OR SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING
ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE (UNLESS YOU ARE VOTING BY FAX OR THROUGH THE INTERNET) WHICH NEEDS NO
POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXY CARDS ARE SET FORTH ON THE FOLLOWING PAGE. IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Portfolio involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
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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, Director
Fund Accounts
(1) ABC Fund.................................... Jane B. Doe, Director
(2) Jane B. Doe, Director u/t/d 12/28/78........ Jane B. Doe
Custodial or Estate Accounts
(1)John B. Smith, Cust. f/b/o John B. Smith, Jr.
UGMA........................................ John B. Smith
(2) Estate of John B. Smith..................... John B. Smith Jr., Executor
TRAVELERS SERIES FUND INC.
on behalf of its
SALOMON BROTHERS STRATEGIC BOND PORTFOLIO
(FORMERLY SALOMON BROTHERS GLOBAL HIGH YIELD PORTFOLIO)
125 Broad Street
New York, New York 10004
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PROXY STATEMENT
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FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 7, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Travelers Series Fund Inc.
(the "Fund"), on behalf of its Salomon Brothers Strategic Bond Portfolio
(formerly Salomon Brothers Global High Yield Portfolio) (the "Portfolio"), for
use at the Special Meeting of Shareholders of the Portfolio, to be held at
Salomon Smith Barney Inc., 125 Broad Street, New York, New York 10004 on June
7, 2002 at 10:00 a.m., local time, and at any and all adjournments thereof (the
"Special Meeting").
The Board, on behalf of the Portfolio, is furnishing this Proxy Statement in
connection with the solicitation of proxies for the Special Meeting, at which
the shareholders will be asked to consider and approve one Proposal (as
described below).
Shares of the Portfolio ("Shares") have been purchased at your direction by
your insurance company (the "Insurance Company") through one or more of its
separate accounts 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 those separate accounts, has been asked to
approve a change in the investment objective of the Portfolio (the "Proposal").
You, as an owner of a variable contract that has an interest in one or more of
those separate accounts ("Contract Owner"), are being asked by your Insurance
Company for instructions as to how to vote the shares of the Portfolio that are
attributable to your variable contract.
This Proxy Statement, the Notice of Special Meeting and the proxy card (also
serving as the voting instruction form) are being mailed to Contract Owners as
of the close of business on April 11, 2002 (the "Record Date"). The Contract
Owners shall instruct the Insurance Companies how to vote the shares held by
the separate accounts in which the Contract Owners have an interest. The
Insurance Companies,
then, will vote all of the Portfolio's shares in accordance with instructions
received from the Contract Owners. The Insurance Companies intend to vote all
shares for which no timely instructions are received in proportion to the
instructions that are received from the other Contract Owners. Proxy cards that
are properly executed and returned but that have no voting designation with
respect to the Proposal will be voted "FOR" the Proposal. Each full share is
entitled to one vote, and any fractional share is entitled to a fractional
vote. Only Portfolio shareholders as of the Record Date will be entitled to
notice of and to vote at the Special Meeting. The number of full and fractional
votes for which a Contract Owner is entitled to provide voting instructions is
set forth on the enclosed proxy card(s).
Cost of Solicitation
The costs and expenses incurred in connection with the solicitation of
proxies on behalf of the Portfolio for use at the Special Meeting, including
the costs of preparing, printing, and mailing, and reasonable expenses of
outside counsel will be paid by Travelers Investment Adviser Inc. or its
affiliates. The Portfolio's shareholders and underlying contract owners will
bear no cost or expenses in connection with the solicitation.
Contract Owners may vote (1) by mail: simply enclose the executed proxy card
in the postage-paid envelope found within the proxy package; (2) by Internet:
access the website listed on the proxy card. You will need the control number
located on the proxy card; and (3) by fax: dial the toll-free number listed on
the proxy card. You will need the control number located on the proxy card. If
the Fund records votes by fax or through the Internet, it will use procedures
designed to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions, and
to confirm that their instructions have been properly recorded. Proxies voted
by fax or through the Internet may be revoked at any time, before they are
voted as described below.
Any shareholder of the Portfolio giving a proxy has the power to revoke it
by submitting a written notice of revocation to the Portfolio or by attending
the Special Meeting and voting in person. Variable contract owners may revoke
previously submitted voting instructions given to an insurance company at any
time prior to the Special Meeting by submitting to the insurance company a
written notice of revocation. All properly executed proxies and voting
instruction forms received in time for the Special Meeting will be voted as
specified on the proxy or voting instruction form or, if no specification is
made, in favor of the Proposal referred to in this Proxy Statement.
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Quorum
The holders of one-third of the outstanding shares entitled to vote of the
Portfolio present in person or by proxy shall constitute a quorum at any
meeting of shareholders for the transaction of business. A shareholder vote may
be taken with respect to the Portfolio on some or all matters if a quorum is
present and sufficient votes have been received for approval.
If the necessary quorum to transact business or the vote required to approve
the Proposal is not obtained at the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment as to a matter will require the affirmative vote of the
holders of a majority of the Portfolio's shares present in person or by proxy
at the Special Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal and will vote against any such adjournment those proxies to be voted
against that Proposal.
For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions will be treated as shares that are
present but which have not been voted.
Vote Required to Approve the Proposal
The Proposal requires the affirmative vote of a "majority of the outstanding
voting securities" of the Portfolio. The term "majority of the outstanding
voting securities," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), and as used in this Proxy Statement, means: the
affirmative vote of the lesser of (a) 67% or more of the voting securities of
the Portfolio present at the Special Meeting in person or by proxy, if the
holders of more than 50% of the outstanding voting securities of the Portfolio
are present in person or by proxy; or (b) more than 50% of the outstanding
voting securities of the Portfolio. Abstentions are votes that are present at
the Special Meeting and will have the effect of a "no" vote on the Proposal.
All properly executed proxies received prior to the Special Meeting will be
voted at the Special Meeting in accordance with the instructions marked
thereon. Proxies, if properly executed, received prior to the Special Meeting
on which no vote is indicated will be voted "for" the Proposal.
Each Contract Owner has the right to direct the votes of that number of
Shares determined by multiplying the total number of Shares outstanding on the
Record Date by a fraction, the numerator of which is the number of units held
for such Contract Owner in the Portfolio and the denominator of which is the
total number
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of units of the Portfolio outstanding on the Record Date. Units reflect the
Contract Owner's participation in the variable contracts, while Shares reflect
an insurance company's ownership interest in the Portfolio. The value of units
is based on the net asset value of the underlying Portfolio adjusted for
separate account fees. If proper instructions are not timely received from a
Contract Owner, the Shares with respect to which the Contract Owner has the
right to direct votes will be voted by their insurance company in the same
proportion as those Shares for which proper instructions were received from
other Contract Owners. In addition, an insurance company will vote the Shares
for which they have voting rights in the same proportion as those Shares for
which they have received proper instructions. Holders of record of the Shares
of the Portfolio at the close of business on the Record Date, as to any matter
on which they are entitled to vote, will be entitled to one vote per Share on
all business of the Special Meeting. As of the Record Date, there were
1,467,124.182 outstanding Shares of the Portfolio.
Listed below are the name, address and Share ownership of each person known
to the Portfolio to own 5% or more of the Shares of the Portfolio as of the
Record Date. The type of ownership of each person listed below is record
ownership.
Name and Address Shares Owned Percentage
The Travelers Fund BD for 818,220.839 55.8%
Variable Annuities
Travelers Insurance Company
Shareholder Accounting, 6MS
One Tower Square
Hartford, CT 06183
The Travelers Fund BD II for 613,635.288 41.8%
Variable Life Insurance
Travelers Life & Annuity Company
Shareholder Accounting, 6MS
One Tower Square
Hartford, CT 06183
Because all Shares of the Portfolio are owned of record by variable
contracts as of the Record Date, the officers and Directors of the Fund as a
group owned none of the Portfolio's outstanding Shares.
The Portfolio provides periodic reports to all of its shareholders, which
highlight relevant information, including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent annual
report for the Portfolio and a copy of any more recent semiannual report,
without charge, by calling the Portfolio at (800) 451-2010 or by writing to the
Portfolio, c/o Travelers Series Fund Inc., 125 Broad Street, New York, New
York, 10004.
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PROPOSAL ONE:
APPROVAL OF A CHANGE IN THE INVESTMENT OBJECTIVE OF THE PORTFOLIO
The Board is submitting for approval by shareholders of the Portfolio a
proposal to change the investment objective of the Portfolio. The Board
approved changing the Portfolio's investment objective which will allow the
Portfolio to use a more flexible investment strategy in seeking to achieve the
best performance for the Portfolio. The Portfolio's investment objective is a
fundamental policy that cannot be changed without shareholder approval.
Current Investment Objective and Proposed New Investment Objective
The current investment objectives of the Portfolio are:
"Primary: High current income. Secondary: Capital appreciation"
The proposed new investment objective of the Portfolio is:
"Total return."
To achieve the proposed investment objective, if approved by shareholders,
it is expected that the Portfolio will invest primarily in a globally diverse
portfolio of fixed income securities. The manager will have broad discretion to
allocate the Portfolio's assets among the following segments of the global
market for fixed income securities:
. U.S. government obligations;
. investment and non-investment grade U.S. and Non-U.S. corporate debt;
. mortgage and asset-backed securities; and
. investment and non-investment grade sovereign debt, including issuers in
emerging markets.
Currently, the Portfolio limits to 50% of the value of the Portfolio's
assets that may be invested in bonds that are rated below investment grade.
Under the proposed objective, there would be no limit on holdings of these
lower quality instruments.
The Portfolio's other investment strategies and policies, such as its
nondiversification status, the ability to invest in emerging markets securities
and sovereign government and supranational debt, will remain unchanged under
the proposed new investment objective.
Discussion of Proposed Change
Under the new investment objective, the manager will no longer need to
consider high current income as the primary goal and capital appreciation as
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secondary goal when selecting securities for the Portfolio. This more flexible
investment strategy affords an opportunity to achieve better performance for
the Portfolio. However, there is no assurance that the Portfolio will achieve
its investment objective.
Consistent with this recognition that total return (that is, a combination
of income and capital appreciation) is the more desirable objective, the
manager may invest without limit in investment grade fixed income securities as
well as high yield fixed income securities. The Portfolio will invest in fixed
income securities across a range of credit qualities and may invest a
substantial portion of the Portfolio's assets in obligations rated below
investment grade by a recognized rating agency, or, if unrated, of equivalent
quality as determined by the manager. As described in the Portfolio's current
prospectus and statement of additional information, the lower quality
securities are speculative and have only an adequate capacity to pay principal
and interest. These securities have a higher risk of default, tend to be less
liquid, and may be more difficult to value. Changes in economic conditions or
other circumstances are more likely to lead issuers of these securities to have
a weakened capacity to make principal and interest payments.
The Board reviewed material presented by management in connection with the
Proposal and approved the Proposal by unanimous written consent on March 29,
2002. For the reasons described above, the Board believes that the proposed
change is in the best interests of shareholders and recommends that
shareholders approve the proposed change.
In addition, the Board approved a change in the Portfolio's name from
Salomon Brothers Strategic Bond Portfolio to "Salomon Brothers Strategic Total
Return Bond Fund" coincident with shareholder approval of the Proposal.
Required Vote
As noted above, approval of the Proposal requires the affirmative vote of "a
majority of the outstanding voting securities" of the Portfolio, as defined in
the 1940 Act.
THE BOARD OF DIRECTORS OF THE PORTFOLIO, INCLUDING THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
ADDITIONAL INFORMATION
Proposals of Shareholders
The Portfolio does not hold regular shareholder meetings. Shareholders and
Contract Owners wishing to submit proposals for inclusion in a proxy statement
for
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a shareholder meeting subsequent to the Special Meeting, if any, should send
their written proposals to the Secretary of the Fund at the address set forth
on the cover of this Proxy Statement. Proposals must be received within a
reasonable time before the solicitation of proxies for such meeting. The timely
submission of a proposal does not guarantee its inclusion.
Shareholders' Request for Special Meeting
Shareholders holding at least 10% of the Fund's outstanding voting
securities may require the calling of a meeting of shareholders for the purpose
of voting on the removal of any Board member of the Fund. Meetings of
shareholders for any other purpose also shall be called by the Board members
when requested in writing by shareholders holding at least 10% of the votes
entitled to be cast at the meeting upon payment by such shareholders to the
Fund of the reasonably estimated cost of preparing and mailing a notice of the
meeting.
Other Matters To Come Before the Special Meeting
The Portfolio does not intend to present any other business at the Special
Meeting, nor is it aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Special Meeting, the persons
named in the accompanying proxy card will vote thereon in accordance with their
judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. CONTRACT OWNERS WHO HAVE
A VOTING INTEREST IN ACCOUNTS HOLDING SHARES OF THE PORTFOLIO AND SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE THEREFORE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED POSTAGE PRE-PAID ENVELOPE (UNLESS YOU ARE VOTING BY FAX OR THROUGH THE
INTERNET).
By order of the Board of Directors,
Christina T. Sydor
Secretary
Dated: April 22, 2002
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FORM OF PROXY CARD
TRAVELERS SERIES FUND INC.
on behalf of its
SALOMON BROTHERS STRATEGIC BOND PORTFOLIO
(FORMERLY SALOMON BROTHERS GLOBAL HIGH YIELD BOND PORTFOLIO)
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Special Meeting of Shareholders to be held on June 7, 2002 at 10 a.m.
The undersigned holder of shares of the Salomon Brothers Strategic Bond
Portfolio (formerly Salomon Brothers Global High Yield Bond Portfolio) (the
"Portfolio") referenced above hereby appoints Heath B. McLendon, Lewis E.
Daidone, Christina T. Sydor and Judith C. Loomis, attorneys, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Portfolio that the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Portfolio to be held at
Salomon Smith Barney Inc., 125 Broad Street, New York, New York 10004 on June 7,
2002 at 10 a.m. and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the enclosed Notice of Special Meeting and Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated herein. In their discretion, the proxies are authorized to vote on
such other business as may properly come before the Special Meeting. A majority
of the proxies present and acting at the Special Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given. IF THIS PROXY IS SIGNED
AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL
OF THE PROPOSAL.
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Portfolio shares attributable to his or
her Contract. Instead of returning the proxy card you may:
VOTE VIA FACSIMILE:
VOTE VIA INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
CONTROL NUMBER:
Date: ___________________________ 2002
PLEASE SIGN IN BOX BELOW
Please sign exactly as your name appears on this Proxy. If joint owners, EITHER
may sign this Proxy. When signing as attorney, executor, administrator Director,
guardian or corporate officer, please give your full title:
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Signature(s) Title(s), if applicable
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TRAVELERS SERIES FUND INC.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.
(1) To approve a change in the investment objective of the Portfolio.
For Against Abstain
NOTE YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE