As filed with the Securities and Exchange Commission on April 9, 2003

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(3)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule14a-12

TRAVELERS SERIES FUND INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(a)(1) and 0-11.

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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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[ ] 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.

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TRAVELERS SERIES FUND INC.

on behalf of its

SMITH BARNEY LARGE CAP VALUE PORTFOLIO
PUTNAM DIVERSIFIED INCOME PORTFOLIO

125 Broad Street
New York, New York 10004

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

To Be Held On June 18, 2003

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

Please take notice that Special Meetings of Shareholders (together, the
"Special Meeting") of the Travelers Series Fund Inc. (the "Fund"), on behalf of
each of its Smith Barney Large Cap Value Portfolio (the "Large Cap Value
Portfolio"), and the Putnam Diversified Income Portfolio (the "Diversified
Income Portfolio" and, together with the Large Cap Value Portfolio, the
"Portfolios"), will be held jointly at the offices of Salomon Smith Barney Inc.,
Citigroup Center, 153 East 53rd Street, New York, New York 10022 on June 18,
2003, at ______ [a.m.] [p.m.], local time, for the following purposes:

(1) For the shareholders of the Large Cap Value Portfolio: to approve
a change in the Portfolio's investment objective;

(2)(A) For the shareholders of the Diversified Income Portfolio: to
approve a new Sub-Advisory Agreement among the Fund on behalf of
the Portfolio, Travelers Investment Adviser Inc. ("TIA") and
Pioneer Investment Management, Inc. ("Pioneer");

(2)(B) For the shareholders of the Diversified Income Portfolio: to
approve a change in the investment objective; and

(3) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof. These proposals are
discussed in greater detail in the attached proxy statement.

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 Portfolios ("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

Proposals. 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
Portfolios 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 18, 2003 are entitled to vote at the
Special Meeting and any adjournment thereof. Contract Owners of record on April
18, 2003 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 with respect to either
Portfolio, 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 applicable 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 and will vote against any such adjournment those proxies to be voted
against such proposal.

By order of the Board of Directors,

Christina T. Sydor
Secretary

April 23, 2003

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CONTRACT OWNERS WHO HAVE A VOTING INTEREST IN ACCOUNTS HOLDING SHARES OF
THE PORTFOLIOS 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 Portfolios 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, Director

Fund Accounts

(1) ABC Fund ............................................................. Jane B. Doe, Director
(2) Jane B. Doe, Director u/t/d 12/28/78 ................................. Jane B. Doe, Director

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

SMITH BARNEY LARGE CAP VALUE PORTFOLIO
PUTNAM DIVERSIFIED INCOME 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 18, 2003

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 Smith Barney Large Cap Value Portfolio (the
"Large Cap Value Portfolio"), and the Putnam Diversified Income Portfolio (the
"Diversified Income Portfolio" and, together with the Large Cap Value Portfolio,
the "Portfolios"), for use at the Special Meeting of Shareholders of each
Portfolio, to be held jointly at the offices of Salomon Smith Barney Inc.,
Citigroup Center, 153 East 53rd Street, New York, New York 10022 on June 18,
2003 at ____ [a.m.] [p.m.], local time, and at any and all adjournments thereof
(the "Special Meeting").

The Board, on behalf of each Portfolio, is furnishing this Proxy
Statement in connection with the solicitation of proxies for the Special
Meeting, at which the shareholders of each Portfolio will be asked to consider
and approve the Proposals (as described below).

Shares of each 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, will solicit voting
instructions from variable contract owners who beneficially own shares in either
Portfolio as of the Record Date (as defined below) and will vote all shares held
in the separate accounts in proportion to the voting instructions received for
the Special Meeting, or any adjournment thereof. 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 Portfolios 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 18, 2003 (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 Portfolios' 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. In addition, an Insurance Company will
vote the Shares for which it has received voting rights in the same proportion
as those Shares for which it has received proper instructions. Proxy cards that
are properly executed and returned but that have no voting designation with
respect to a Proposal will be voted "FOR" such Proposal. Holders of record of
the Shares of a 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, 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).

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 a 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.

Cost of Solicitation

The costs and expenses incurred in connection with the solicitation of
proxies on behalf of each 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 the Portfolios.

Quorum

The holders of one-third of the outstanding shares entitled to be cast of
a 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 a 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 a 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 applicable 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 that
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 and broker "non-votes" will be
treated as shares that are present but which have not been voted. Broker
non-votes are proxies received from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly.

Vote Required to Approve the Proposal

Approval of each Proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of each applicable 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 a 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 a Portfolio. Abstentions and broker non-votes
will have the effect of a "no" vote on the Proposals.

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 Proposals
referred to in this Proxy Statement.

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 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 a Portfolio. The
value of units is based on the net asset value of the underlying Portfolio
adjusted for separate account fees.

The table below sets forth the number of shares outstanding for each
Portfolio as of the Record Date:

Number of Shares
Outstanding as of the
Name of Portfolio Record Date
- ------------------------------------------ ---------------------

Large Cap Value Portfolio

Diversified Income Portfolio

Listed below are the name, address and Share ownership of each person
known to each Portfolio to own 5% or more of the Shares of the applicable
Portfolio as of the Record Date. The type of ownership of each person listed
below is record ownership.

Name of Portfolio Name and Address Shares Owned Percentage
- ----------------------------- ---------------- -------------- ------------

Large Cap Value Portfolio

Diversified Income Portfolio

Because all Shares of each 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 either Portfolio's outstanding Shares.

Each 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 each Portfolio and a copy of any more recent semiannual
report, without charge, by calling the Portfolios at (800) 842-8573 or by
writing to the Portfolios, c/o Travelers Series Fund Inc., 125 Broad Street, New
York, New York 10004.

PROPOSAL 1

APPROVAL OF A CHANGE IN THE INVESTMENT OBJECTIVE
(SHAREHOLDERS OF THE LARGE CAP VALUE PORTFOLIO)

Introduction

The Board is asking shareholders of the Large Cap Value Portfolio to
approve a proposal to change the Large Cap Value Portfolio's investment
objective to "long-term growth of capital with current income as a secondary
objective." The Large Cap Value Portfolio's current investment objective is a
fundamental policy that cannot be changed without shareholder approval. If
Proposal 1 is approved, the new investment objective will also be a fundamental
policy that cannot be changed without shareholder approval. The Board has also
approved certain changes to the Large Cap Value Portfolio's investment policies
that will become effective if shareholders approve the change in investment
objective. The Board approved this proposal at a meeting held on March 21, 2003.
For the reasons described below, the Board believes that the proposed changes
are in the best interests of shareholders.

If Proposal 1 is approved, the Large Cap Value Portfolio will also change
its benchmark from the S&P 500 Index to the S&P/Barra Value Index, a more
appropriate index in light of the proposed change in investment objective. The
S&P/Barra Value Index is comprised of approximately 350 of the stocks making up
the S&P 500 Index with lower price/book ratios and higher-than-average dividend
yields. Like the S&P 500 Index, the S&P/BARRA Value Index is
capitalization-weighted, meaning that each stock is weighted in proportion to
its market value. The Proposal is discussed in more detail below.

Discussion

The Large Cap Value Portfolio's current investment objective is "current
income and long-term growth of capital." To achieve this objective, the Large
Cap Value Portfolio invests, under normal conditions, at least 80% of the value
of its net assets, plus any borrowings for investment purposes, in equity
securities or other investments with similar economic characteristics of U.S.
companies with large market capitalizations.

Under the proposed new investment objective, the manager will no longer
need to consider current income as a primary component of the Large Cap Value
Portfolio's investment objective when selecting securities. Instead, the manager
will consider long-term growth of capital as the primary objective and current
income as a secondary objective. Management recommended, and the Board voted, to
modify the formulation of the Large Cap Value Portfolio's investment objective
because issuers of large capitalization value stocks have generally reduced
their dividend distributions. The Board and management believe that by changing
the Large Cap Value Portfolio's investment objective as discussed above,
investors can benefit. However, there is no assurance that the Large Cap Value
Portfolio will achieve its investment objective.

The manager's selection process will emphasize individual security
selection while diversifying the Fund's investments across industries, which may
help to reduce risk. The manager will seek to identify those companies with
favorable valuations and attractive growth

potential. The manager will employ fundamental analysis to analyze each company
in detail, evaluating its management, strategy and competitive market position.

In selecting individual companies for investment, the manager will look
for: securities that appear to be temporarily oversold or do not reflect
positive company developments; securities that appear to undervalue a company's
assets, particularly on a sum-of-the-parts basis; special situations including
corporate events, changes in management, regulatory changes or turnaround
situations; and company-specific items such as competitive market position,
competitive products and services, experienced management team and stable
financial condition.

Risk Factors

If Proposal 1 is approved, the Large Cap Value Portfolio may have an
increased ability to seek investments with the potential to provide long-term
growth of capital, with current income a secondary objective. Investing in large
cap value securities can bring added benefits, but it may also involve risks.
Investors could lose money on their investment in the Large Cap Value Portfolio,
or the Large Cap Value Portfolio may not perform as well as other investments,
if:

o The U.S. stock market declines;

o Value stocks or larger capitalization stocks are temporarily out
of favor;

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

o An adverse event, such as negative press reports about a company
in the Large Cap Value Portfolio depresses the value of the
company's stock.

Portfolio Manager

A new portfolio manager will assume responsibility for the day-to-day
investment decisions of the Large Cap Value Portfolio if Proposal 1 is approved
by shareholders. John Cunningham, an investment officer of Smith Barney Fund
Management LLC, will be the Large Cap Value Portfolio's investment manager. He
is also a Managing Director of Salomon Brothers Asset Management Inc. and
Salomon Smith Barney Inc., both affiliates of the investment manager. Mr.
Cunningham has 13 years of financial securities experience.

The Board reviewed material presented by management in connection with
Proposal 1 and approved Proposal 1 unanimously on March 21, 2003. 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. If shareholders fail to approve Proposal 1, the Board will
consider what alternatives may be most appropriate for the Large Cap Value
Portfolio, including resubmitting Proposal 1 for shareholder approval.

Required Vote

As noted above, approval of Proposal 1 requires the affirmative vote of a
"majority of the outstanding voting securities" of the Large Cap Value
Portfolio, as defined in the 1940 Act.

THE BOARD OF DIRECTORS OF THE LARGE CAP VALUE PORTFOLIO, INCLUDING THE
INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL 1.

PROPOSAL 2(A)

APPROVAL OF NEW SUB-ADVISORY AGREEMENT
(SHAREHOLDERS OF THE DIVERSIFIED INCOME PORTFOLIO)

Introduction

The Board is proposing that shareholders approve a new Sub-Advisory
Agreement (the "New Sub-Advisory Agreement") to be entered into among the Fund,
on behalf of the Diversified Income Portfolio, Travelers Investment Adviser Inc.
("TIA") and Pioneer Investment Management, Inc. TIA currently serves as the
Diversified Income Portfolio's investment manager. The New Sub-Advisory
Agreement has no material changes in its terms or conditions.

Background

On March 21, 2003, the Board met in person at a meeting called for the
purpose of considering, among other things, the New Sub-Advisory Agreement. At
the meeting, the Board approved the New Sub-Advisory Agreement subject to
shareholder approval. A form of the New Sub-Advisory Agreement is attached
hereto as Exhibit A.

Representatives of TIA and Pioneer met in person with the Board
(including the Independent Directors) and described the general terms of the New
Sub-Advisory Agreement, the anticipated benefits for the Diversified Income
Portfolio and Pioneer's proposed services to the Diversified Income Portfolio.
During the course of their deliberations, the Directors (including the
Independent Directors) reviewed materials furnished by TIA and Pioneer
describing Pioneer and its affiliates, senior personnel, portfolio managers,
analysts, and economists, Pioneer's method of operation, the investment
philosophy proposed for implementation with the Diversified Income Portfolio,
Pioneer's performance record and financial condition. The Board also considered
data provided on the Diversified Income Portfolio's lack of asset growth, the
Diversified Income Portfolio's performance with the current sub-advisor,
performance of other similar funds, and the past performance of Pioneer in
providing investment advisory services to funds similar to the Diversified
Income Portfolio.

After reviewing the above information and such other information as they
deemed relevant, the Board determined to terminate the Diversified Income
Portfolio's current sub-advisory agreement (the "Current Sub-Advisory
Agreement") and to enter into the New Sub-Advisory Agreement. The Board's
conclusion was based on several factors. The Board reviewed the past performance
record of Pioneer as well as the background and experience of officers and
managers employed by Pioneer. Although the Board considered that both the
current sub-adviser and Pioneer could provide high quality advisory services to
the Diversified Income Portfolio, the Board considered the significant breadth
and depth of personnel and other services in addition to advisory services
available through Pioneer. The Board concluded that the extensive resources and
investment expertise of the Pioneer professionals could positively benefit the
Diversified Income Portfolio shareholders. The Board determined that Pioneer's
proposed approach, as discussed below under Proposal 2(B), could potentially
enhance the Diversified Income Portfolio's performance.

After carefully evaluating the foregoing materials and such other factors
as they deemed relevant, the Board, including the Independent Directors,
approved the submission of the New Sub-Advisory Agreement for approval by the
Diversified Income Portfolio's shareholders. Only shareholders of the
Diversified Income Portfolio may vote to approve the New Sub-Advisory Agreement.

If the Diversified Income Portfolio's shareholders approve the New
Sub-Advisory Agreement, it is expected to become effective as of June 18, 2003
(or as soon thereafter as possible), will continue initially for a two-year
period and would continue in effect for successive annual periods thereafter,
provided such continuance is approved at least annually: (1) by the Board or by
the vote of a majority of the outstanding voting securities of the Diversified
Income Portfolio, and, in either case, (2) by a majority of the Independent
Directors. If shareholders fail to approve the New Sub-Advisory Agreement, the
Board will consider what alternatives may be most appropriate for the
Diversified Income Portfolio and its shareholders, including resubmitting the
New Sub-Advisory Agreement for shareholder approval.

Information About Pioneer

Pioneer is a wholly owned subsidiary of Pioneer Investment Management USA
Inc., which, in turn, is a wholly owned subsidiary of Pioneer Global Asset
Management S.p.A. ("PGAM"). PGAM is wholly owned subsidiary of UniCredito
Italiano S.p.A., one of the largest banking groups in Italy. PGAM provides
investment management and financial services to mutual funds, institutional and
other clients. As of March 31, 2003, assets under management were approximately
$103 billion worldwide, including over $17 billion in assets under management by
Pioneer. Pioneer's main office is at 60 State Street, Boston, Massachusetts
02109. The firm's U.S. mutual fund history includes creating in 1928 one of the
first mutual funds. Pioneer's directors and principal officers are as follows:

Name and Address Position with Pioneer and Principal Occupation
- ----------------------------- -------------------------------------------------

John F. Cogan, Jr. .......... Chairman and Director
Daniel T. Geraci ............ President and Director
John A. Carey ............... Executive Vice President - Director of Portfolio
Management US
Marco Pirondini ............. Executive Vice President - Director of Global
Equity Research
Dorothy E. Bourassa ......... Senior Vice President and General Counsel
Mark D. Goodwin ............. Senior Vice President and Chief Financial Officer
Martin J. Wolin ............. Assistant Vice President and Director of Compliance
Robert C. Pieroni ........... Vice President and Director of Investment Operations
Robert F. Gauvain ........... Senior Vice President - Director of Trading, US

From time to time, Pioneer may receive brokerage and research services
from brokers that would execute securities transactions for the Diversified
Income Portfolio. The commissions to be paid by the Diversified Income Portfolio
to a broker that provides such services to Pioneer may be greater than the
commission would be if the Diversified Income Portfolio used a broker that does
not provide the same level of brokerage and research services.

Additionally, Pioneer may use such services for clients other than the
Diversified Income Portfolio from which the related commissions are derived.

Pioneer also serves as investment advisor or sub-adviser to certain
portfolios of other registered investment companies having an investment
objective similar to that of the Diversified Income Portfolio. The size of such
other portfolios and the rate of Pioneer's compensation are as follows:

Assets Under Management
Fund Management Fee (3/31/02)
- -------------------------------------- -------------- -----------------------

Pioneer Strategic Income Fund 0.75% $175,871,480.00
Pioneer Strategic Income VCT Portfolio 0.65% $16,513,290.00

The New Sub-Advisory Agreement

The New Sub-Advisory Agreement is substantially similar to the Current
Sub-Advisory Agreement, which is described below, and provides for an identical
subadvisory fee of 0.35% of the Diversified Income Portfolio's average daily net
assets, calculated daily and paid monthly. The Pioneer Sub-Advisory Agreement,
however, will identify Pioneer as the new sub-adviser and will also have new
execution and termination dates. The New Sub-Advisory Agreement otherwise has no
material changes in its terms or conditions.

Pioneer will bear all expenses (excluding brokerage costs, custodian
fees, auditors fees or other expenses to be borne by the Diversified Income
Portfolio or the Fund) in connection with the performance of its services under
the New Sub-Advisory Agreement. The Diversified Income Portfolio will bear
certain other expenses to be incurred in its operation, including, but not
limited to, investment advisory fees and administration fees; fees for necessary
professional and brokerage services; costs relating to local administration of
securities; fees for any pricing service; the costs of regulatory compliance;
and pro rata costs associated with maintaining the Fund's legal existence and
shareholder relations. All other expenses not specifically assumed by Pioneer or
by TIA under the Management Agreement are borne by the Diversified Income
Portfolio or the Fund.

Description of the Current Sub-Advisory Agreement

Under the Current Sub-Advisory Agreement, subject to the oversight and
review of TIA and the Board of Directors, the sub-adviser manages the investment
and reinvestment of the assets of the Diversified Income Portfolio.
Specifically, the sub-adviser determines the investments to be purchased or
sold, employs professional portfolio managers and securities analysts who
provide research services to the Diversified Income Portfolio, provides TIA with
records concerning its activities which TIA or the Fund, is required to maintain
and renders regular reports to TIA and to officers and directors of the Fund.

In return for the services provided, TIA pays the sub-adviser an
annualized advisory fee equal to 0.35% of the average daily net assets of the
Diversified Income Portfolio which are accrued daily and payable monthly. The
Management Agreement between the Diversified Income Portfolio and TIA provides
for a monthly fee to the Manager computed at an annual rate of 0.75% of the
Diversified Income Portfolio's average daily net assets. The aggregate
management fee paid by the Diversified Income Portfolio for the fiscal year
ended October 31, 2002 was $1,144,869.

Under the Current Sub-Advisory Agreement, the sub-adviser is responsible
for all expenses incurred by it in the performance of its duties, which does not
include expenses of the Diversified Income Portfolio, such as brokerage fees and
commissions. The Current Sub-Advisory Agreement also provides that in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties thereunder on the part of the
sub-adviser, the sub-adviser is not liable to TIA, the Diversified Income
Portfolio or to any shareholder for any error of judgment or mistake of law or
for any loss suffered by the Diversified Income Portfolio or TIA in connection
with the matters set forth in the Current Sub-Advisory Agreement.

The Current Sub-Advisory Agreement may be terminated without penalty upon
sixty (60) days' written notice by the Board of Directors or by the vote of a
majority of the outstanding voting securities of the Diversified Income
Portfolio, or upon 60 days' written notice by the sub-adviser. Further, the
Current Sub-Advisory Agreement automatically terminates in the event of its
assignment.

Evaluation by the Board of Directors

In determining whether to approve the New Sub-Advisory Agreement and
recommend approval to shareholders, the Board, including the Independent
Directors, considered various materials provided by Pioneer.

The Directors considered the following information, among other things:
(1) the nature and quality of services to be rendered by Pioneer, including the
background and experience of the Pioneer personnel who would be responsible for
the Diversified Income Portfolio's management under the New Sub-Advisory
Agreement; (2) compensation to be received by Pioneer under the New Sub-Advisory
Agreement; and (3) the fact that the provisions of the New Sub-Advisory
Agreement and Current Sub-Advisory Agreement do not contain material differences
in their terms or conditions.

Further, the Board considered: (1) the nature and quality of the services
rendered by Pioneer to other similar funds; (2) the results achieved by Pioneer
for other similar funds; and (3) the personnel, operations and financial
condition, and investment management capabilities, methodologies, performance,
and investment style of Pioneer. The Board was satisfied that Pioneer was
knowledgeable and experienced in the operations of the relevant financial
markets and in the laws that are applicable to such operations, and had the
personnel, financial resources and standing in the financial community to enable
it to manage the Diversified Income Portfolio effectively.

The Board noted that if the New Sub-Advisory Agreement is approved by
shareholders, the Diversified Income Portfolio's name would be changed to
Pioneer Diversified Income Portfolio. The Board also recommended that, as
discussed in Proposal 2(B), the Diversified Income Portfolio's investment
objective of "high current income consistent with preservation of capital" be
modified to a "high level of current income", and that, if Proposal 2(A) and
2(B) are approved by shareholders, the Diversified Income Portfolio's principal
investment policies would be modified to implement Pioneer's investment
approach.

Based upon its review, the Board determined that approving the New
Sub-Advisory Agreement among the Fund, TIA and Pioneer is in the best interests
of the Diversified Income Portfolio and its shareholders. Accordingly, after
consideration of the above and factors and such other information as it
considered relevant, the Board of Directors unanimously approved such other the
New Sub-Advisory Agreement and voted to recommend its approval by the
Diversified Income Portfolio's shareholders.

Vote Required

Shareholders of the Diversified Income Portfolio may approve the New
Sub-Advisory Agreement for the Diversified Income Portfolio. Approval of the New
Sub-Advisory Agreement requires the affirmative vote of a "majority of the
outstanding voting securities," as defined in the 1940 Act, of the Diversified
Income Portfolio.

THE BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE "FOR" THE NEW SUB-ADVISORY AGREEMENT.

PROPOSAL 2(B)

CHANGE IN INVESTMENT OBJECTIVE
(SHAREHOLDERS OF THE DIVERSIFIED INCOME PORTFOLIO)

The Diversified Income Portfolio's current investment objective is "high
current income consistent with preservation of capital." As discussed above, the
Board is asking shareholders to approve a proposal to change the Diversified
Income Portfolio's investment objective to a "high level of current income." The
Diversified Income Portfolio's current investment objective is a fundamental
policy that cannot be changed without shareholder approval. If Proposal 2(B) is
approved, the new investment objective will also be a fundamental policy that
cannot be changed without shareholder approval.

The Board believes that the Diversified Income Portfolio's asset growth
and performance has not met with expectations. Therefore, for the other reasons
discussed above in Proposal 2(A), the Board believes that current and future
owners of interests in the Diversified Income Portfolio would be better served
if the Diversified Income Portfolio were to change its sub-adviser and change
its investment objective to a "high level of current income." To pursue this new
investment objective, the Diversified Income Portfolio will normally invest at
least 80% of its total assets in debt securities. The Diversified Income
Portfolio will have the flexibility to invest in a broad range of issuers and
segments of the debt securities market. If approved as the new sub-adviser,
Pioneer will allocate the Diversified Income Portfolio's investments among the
following three segments of the debt markets:

o Below investment grade (high yield) securities of U.S. and
non-U.S. issuers

o Investment grade securities of U.S. issuers

o Investment grade securities of non-U.S. issuers

Up to 70% of the Diversified Income Portfolio's total assets will be in
debt securities rated below investment grade at the time of purchase or
determined to be of equivalent quality by Pioneer. Up to 20% of the Diversified
Income Portfolio's total assets will be invested in debt securities rated below
CCC by Standard & Poor's Ratings Group or the equivalent by another nationally
recognized securities rating organization or determined to be of equivalent
credit quality by Pioneer. Up to 85% of the Diversified Income Portfolio's total
assets will be in debt securities of non-U.S. corporate and governmental
issuers, including debt securities of corporate and governmental issuers in
emerging markets. Non-U.S. investments include securities issued by non-U.S.
governments, banks or corporations and certain supranational organizations such
as the World Bank and the European Union.

Pioneer's allocations among these segments of the debt markets will
depend upon its outlook for economic, interest rate and political trends.

Pioneer, if approved as the Diversified Income Portfolio's sub-adviser,
would consider both broad economic factors and issuer specific factors in
selecting a portfolio designed

to achieve the Diversified Income Portfolio's investment objective. In assessing
the appropriate maturity, rating, sector and country weightings of the
Portfolio, Pioneer would consider a variety of factors that are expected to
influence economic activity and interest rates. These factors include
fundamental economic indicators, such as the rates of economic growth and
inflation, Federal Reserve monetary policy and the relative value of the U.S.
dollar compared to other currencies. Once Pioneer determines the preferable
portfolio characteristics, Pioneer will select individual securities based upon
the terms of the securities (such as yields compared to U.S. Treasuries or
comparable issues), liquidity and rating, sector and issuer diversification.
Pioneer will also employ due diligence and fundamental research, an evaluation
of the issuer based on its financial statements and operations, to assess an
issuer's credit quality, taking into account financial condition and
profitability, future capital needs, potential for change in rating, industry
outlook, the competitive environment and management ability. In making these
decisions, Pioneer relies on the knowledge, experience and judgment of its staff
who have access to a wide variety of research. However, there is no assurance
that the Diversified Income Portfolio will achieve its investment objective.

Portfolio Manager

If Proposal 2(A) is approved, day-to-day management of the portfolio
would be the responsibility of a team of fixed income portfolio managers at
Pioneer. The team manages other Pioneer mutual funds investing primarily in
fixed income securities. Kenneth J. Taubes is expected to lead this team. Mr.
Taubes is responsible for overseeing the U.S. and global fixed income team. He
joined Pioneer as a senior vice president in September 1998 and has been an
investment professional since 1982. Prior to joining Pioneer, Mr. Taubes had
served since 1991 as a senior vice president and senior portfolio manager for
several Putnam Investments institutional accounts and mutual funds. The team may
draw upon the research and investment management expertise of the global
research team, which provides fundamental research on companies and includes
members from Pioneer's affiliate, Pioneer Investment Management Limited. The
Diversified Income Portfolio's prospectus and registration materials will
disclose these and other relevant risks.

The Board reviewed materials presented by management in connection with
Proposal 2(B) and approved Proposal 2(B) unanimously on March 21, 2003. 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.

Required Vote

The approval of Proposal 2(B) requires the affirmative vote of a
"majority of the outstanding voting securities" of the Diversified Income
Portfolio, as defined in the 1940 Act.

THE BOARD OF DIRECTORS OF THE DIVERSIFIED INCOME PORTFOLIO,
INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL 2(B).

ADDITIONAL INFORMATION

Proposals of Shareholders

The Portfolios do not hold regular shareholder meetings. Shareholders and
Contract Owners wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Special Meeting, if any, should send
their written proposals to the Secretary of the 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 a majority 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 a majority 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 Portfolios do not intend to present any other business at the Special
Meeting, nor are they 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 PORTFOLIOS 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 23, 2003

Exhibit A
---------

FORM OF SUBADVISORY AGREEMENT

TRAVELERS SERIES FUND INC.

Pioneer Diversified Income Portfolio

THIS AGREEMENT is made this ____ day of _________, 2003, by
and between Travelers Series Fund Inc. (the "Company"), a corporation organized
under the laws of the State of Maryland, on behalf of the Pioneer Diversified
Income Portfolio (the "Portfolio") Travelers Investment Adviser, Inc. (the
"Manager") and Pioneer Investment Management, Inc. (the "Sub-Adviser"), a member
of the UniCredito Italiano banking group, register of banking groups.

WHEREAS, the Company represents that it is registered under
the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end,
diversified management investment company, consisting of multiple series of
investment portfolios;

WHEREAS, the Manager represents that it is registered under
the Investment Advisers Act of 1940, as amended (the "Advisers Act") as an
investment adviser and engages in the business of acting as an investment
adviser;

WHEREAS, the Sub-Adviser represents that it is registered
under the Advisers Act as an investment adviser and engages in the business of
acting as an investment adviser;

WHEREAS, the Company represents that its charter authorizes
the Board of Directors of the Company to classify or reclassify authorized but
unissued shares of the Company, and as of the date of this Agreement the
Company's Board of Directors has authorized the issuance of series of shares
representing interests in investment portfolios; and

WHEREAS, the Manager represents that it has entered into a
management agreement dated as of June 2, 1994 with the Company (the "Management
Agreement"), pursuant to which the Manager shall act as manager to the
Portfolio;

NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

1. Investment Description; Appointment

The Company desires to employ its capital relating to the
Portfolio by investing and reinvesting in investments of the kind and in
accordance with the investment objective(s), policies and limitations specified
in the prospectus (the "Prospectus") and the statement of additional information
(the "Statement") filed with the Securities and Exchange Commission as part of
the Company's Registration Statement on Form N-1A, as amended or supplemented
from time to time, and in the manner and to the extent as may from time to time
be approved by the Board of Directors of the Company (the "Board"). Copies of
the Prospectus and the Statement have been or will be submitted to the
Sub-Adviser. The Company agrees promptly to provide

A-1

copies of all amendments and supplements to the current Prospectus and the
Statement to the Sub-Adviser on an on-going basis. Until the Company delivers
any such amendment or supplement to the Sub-Adviser, the Sub-Adviser shall be
fully protected in relying on the Prospectus and Statement of Additional
Information as previously furnished to the Sub-Adviser. The Company employs the
Manager as the manager to the Portfolio pursuant to the Management Agreement,
and the Company and the Manager desire to employ and hereby appoint the
Sub-Adviser to act as the sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation set forth below.

2. Services as Sub-Adviser

Subject to the supervision, direction and approval of the
Board of the Company and the Manager, the Sub-Adviser shall conduct a continual
program of investment, evaluation and, if appropriate in the view of the
Sub-Adviser, sale and reinvestment of the Portfolio's assets. The Sub-Adviser is
authorized, in its sole discretion and without prior consultation with the
Manager, to: (a) manage the Portfolio's assets in accordance with the
Portfolio's investment objective(s) and policies as stated in the Prospectus and
the Statement; (b) make investment decisions for the Portfolio; (c) place
purchase and sale orders for portfolio transactions on behalf of the Portfolio;
and (d) employ professional portfolio managers and securities analysts who
provide research services to the Portfolio.

In addition,

(i) the Sub-Adviser shall furnish the Manager daily
information concerning portfolio transactions and quarterly and annual reports
concerning transactions and performance of the Portfolio in such form as may be
mutually agreed upon, and the Sub-Adviser agrees to review the Portfolio and
discuss the management of it with the Manager and the Board of Directors of the
Company.

(ii) Unless the Manager gives the Sub-Adviser written
instructions to the contrary, the Sub-Adviser shall use its good faith judgment
in a manner which it reasonably believes best serves the interests of the
Portfolio's shareholders to vote or abstain from voting all proxies solicited by
or with respect to the issuers of securities in which assets of the Portfolio
may be invested.

(iii) The Sub-Adviser shall maintain and preserve such records
related to the Portfolio's transactions as required under the 1940 Act. The
Manager shall maintain and preserve all books and other records not related to
the Portfolio's transactions as required under the 1940 Act. The Sub-Adviser
shall timely furnish to the Manager all information relating to the
Sub-Adviser's services hereunder reasonably requested by the Manager to keep and
preserve the books and records of the Portfolio. The Sub-Adviser agrees that all
records which it maintains for the Portfolio are the property of the Company and
the Sub-Adviser will surrender promptly to the Company copies of any of such
records.

(iv) The Sub-Adviser shall maintain compliance procedures for
the Portfolio that it reasonably believes are adequate to ensure the Portfolio's
compliance with (A) the 1940 Act and the rules and regulations promulgated
thereunder and (B) the Portfolio's investment

A-2

objective(s) and policies as stated in the Prospectus and Statement. The
Sub-Adviser shall maintain compliance procedures that it reasonably believes are
adequate to ensure its compliance with the Investment Advisers Act of 1940.

(v) The Sub-Adviser has adopted a written code of ethics that
it reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Company. The Sub-Adviser has policies and
procedures regarding the detection and prevention and the misuse of material,
nonpublic information by the Sub-Adviser and its employees as required by the
Insider Trading and Securities Fraud Enforcement Act of 1988.

(vi) When engaging in transactions in securities or other
assets for the Portfolio with any adviser to any other fund or portfolio under
common control with the Portfolio, the Sub-Adviser or any of its "affiliated
persons" (as defined in the Act) will not consult (other than for purposes of
complying with Rule 12d3-1(a) and (b)) with such other adviser.

3. Brokerage

In selecting brokers or dealers (including, if permitted by
applicable law, Salomon Smith Barney Inc. or any other broker or dealer
affiliated with the Manager or the Sub-Adviser) to execute transactions on
behalf of the Portfolio, the Sub-Adviser will seek the best overall terms
available. In assessing the best overall terms available for any transaction,
the Sub-Adviser will consider factors it deems relevant, including, but not
limited to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Adviser is authorized to consider the brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Portfolio and/or other accounts over which the
Sub-Adviser or its affiliates exercise investment discretion. Nothing in this
paragraph shall be deemed to prohibit the Sub-Adviser from paying an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker, or dealer would have charged
for effecting that transaction, if the Sub-Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such member, broker, or dealer,
viewed in terms of either that particular transaction or its overall
responsibilities with respect to the Portfolio and/or other accounts over which
the Sub-Adviser or its affiliates exercise investment discretion.

4. Information Provided to the Company and the Manager

The Sub-Adviser shall keep the Company and the Manager
informed of developments materially affecting the Portfolio's holdings, and
shall, on its own initiative, furnish the Company and the Manager from time to
time with whatever information the Sub-Adviser believes is appropriate for this
purpose.

5. Compensation

In consideration of the services rendered pursuant to this
Agreement, the Manager will pay the Sub-Adviser an annual fee calculated at the
rate of 0.35% of the Portfolio's average

A-3

daily net assets; the fee is calculated daily and paid monthly. The Sub-Adviser
shall have no right to obtain compensation directly from the Company for
services provided hereunder and agrees to look solely to the Manager for payment
of fees due. The fee for the period from the Effective Date (defined below) of
the Agreement to the end of the month during which the Effective Date occurs
shall be prorated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month shall be prorated according to the
proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Sub-Adviser, the value of the Portfolio's net
assets shall be computed at the times and in the manner specified in the
Prospectus and/or the Statement.

6. Expenses

The Sub-Adviser shall bear all of its own expenses (excluding
brokerage costs, custodian fees, auditors fees or other expenses to be borne by
the Portfolio or the Company) incurred in connection with the performance of its
services under this Agreement. The Portfolio will bear certain other expenses to
be incurred in its operation, including, but not limited to, investment advisory
fees, sub-advisory fees (other than sub-advisory fees paid pursuant to this
Agreement) and administration fees; fees for necessary professional and
brokerage services; costs relating to local administration of securities; fees
for any pricing service; the costs of regulatory compliance; and pro rata costs
associated with maintaining the Company's legal existence and shareholder
relations. All other expenses not specifically assumed by the Sub-Adviser
hereunder or by the Manager under the Management Agreement are borne by the
Portfolio or the Company.

7. Reduction of Fee

If in any fiscal year the aggregate expenses of the Portfolio
(including fees pursuant to the Management Agreement and any other investment
advisory or administration agreement, but excluding interest, taxes, brokerage
and extraordinary expenses) exceed the expense limitation of any state having
jurisdiction over the Portfolio, the Sub-Adviser shall reduce its fee by the
proportion of such excess expense equal to the proportion that its fee hereunder
bears to the aggregate of fees paid by the Portfolio for management services in
that year, to the extent required by state law. A fee reduction pursuant to this
paragraph 7, if any, shall be estimated, reconciled and paid on a monthly basis.
The Company confirms that, as of the date of this Agreement, no such expense
limitation is applicable to the Portfolio.

8. Standard of Care

The Sub-Adviser shall exercise its best judgment and shall act
in good faith in rendering the services listed in paragraphs 2 and 3 above. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio or the Manager in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Sub-Adviser against any
liability to the Manager, the Company or to the shareholders of the Portfolio to
which the Sub-Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross

A-4

negligence on its part in the performance of its duties or by
reason of the Sub-Adviser's reckless disregard of its obligations and duties
under this Agreement.

9. Term of Agreement

This Agreement shall become effective _________, 2003 (the
"Effective Date") and shall continue for an initial two-year term and shall
continue thereafter so long as such continuance is specifically approved at
least annually as required by the 1940 Act. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Board of the Company or by
vote of holders of a majority (as defined in the 1940 Act and the rules
thereunder) of the outstanding voting securities of the Portfolio, or upon 60
days' written notice, by the Sub-Adviser. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act and the
rules thereunder).

10. Services to Other Companies or Accounts

Nothing in this Agreement will in any way limit or restrict
Pioneer or any of its officers, directors or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Company understands that the Sub-Adviser now acts, will continue to act and may
act in the future as investment manager or adviser to fiduciary and other
managed accounts, and as investment manager or adviser to other investment
companies, including any offshore entities, or accounts, and the Company has no
objection to the Sub-Adviser's so acting, provided that whenever the Portfolio
and one or more other investment companies or accounts managed or advised by the
Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
be equitable to each company and account. The Company recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for the Portfolio. Additionally, the Company recognizes that Pioneer, in
effecting transactions for its accounts, may not always be able to take or
liquidate investment positions in the same security at the same time and at the
same price. In addition, the Company understands that the persons employed by
the Sub-Adviser to assist in the performance of the Sub-Adviser's duties under
this Agreement will not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right of
the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time
and attention to other businesses or to render services of whatever kind or
nature.

On occasions when Pioneer deems the purchase or sale of a
security to be in the best interest of the Company as well as other clients,
Pioneer, to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the overall best execution and lower the brokerage
commissions, if any, for participating accounts. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by Pioneer in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Company and to
such client.

11. Notices

A-5

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other parties at such
address as such other parties may designate for the receipt of such notice.
Until further notice to the other parties, it is agreed that the address of each
party is as follows:

To the Company:
Travelers Series Fund Inc.
125 Broad Street
New York, NY 10004

(b) To the Manager:

Travelers Investment Adviser, Inc.
399 Park Avenue
New York, NY 10043

Pioneer Investment Management, Inc.
60 State Street
Boston MA 02109
Attn: General Counsel

12. Representations

The Company represents that a copy of the Articles of
Incorporation is on file with the Secretary of the State of Maryland.

Each of the parties hereto represents that the Agreement has
been duly authorized, executed and delivered by all required corporate action.

The Sub-Adviser confirms that neither it nor any of its
"affiliated persons" (as defined in the 1940 Act) are affiliated persons of: (i)
the Manager; (ii) any adviser to the Portfolio or any affiliated person of that
adviser; or (iii) the promoter, underwriter, any officer, board member, member
of an advisory board, or employee of the Portfolio or the Company.

13. Delivery of Part II of Pioneer's ADV

The Company and the Manager hereby acknowledge that they have
received from Pioneer a copy of Part II of Pioneer's Form ADV, at least 48 hours
prior to entering into this Agreement.

14. Use of Name

A-6

The Company may use the name "Pioneer," "Pioneer Investments"
or "Pioneer Investment Management, Inc." only as long as this Agreement or any
extension, renewal, or amendment hereof remains in effect. At such times as this
Agreement shall no longer be in effect, the Company shall cease to use such a
name or any other name indicating that it is advised by or otherwise connected
with the Sub-Adviser and shall promptly change its name accordingly. The Company
acknowledges that it has adopted the name "Pioneer Diversified Income Portfolio"
through permission of the Sub-Adviser, and agrees that the Sub-Adviser reserves
to itself and any successor to its business the right to grant the non-exclusive
right to use the aforementioned names or any similar names to any other
corporation or entity, including but not limited to any investment company of
which the Sub-Adviser or any subsidiary or affiliate thereof or any successor to
the business of any thereof shall be the investment adviser.

If the foregoing is in accordance with your understanding,
kindly indicate your acceptance of this Agreement by signing and returning the
enclosed copy of this Agreement.

Very truly yours,

TRAVELERS SERIES FUND INC.

By:_____________________________
Name:
Title:

TRAVELERS INVESTMENT ADVISER, INC.

By:_____________________________
Name:
Title:

Accepted:

PIONEER INVESTMENT MANAGEMENT USA INC.

By: ___________________________________

Name:
Title:

A-7

Exhibit B
---------

FORM OF PROXY CARD

SMITH BARNEY LARGE CAP VALUE PORTFOLIO
A SERIES OF TRAVELERS SERIES FUND INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS - JUNE 18, 2003
The undersigned hereby appoints Jay Gerken, Christina T. Sydor and Judith
Loomis, and each of them separately, proxies with the power of substitution to
each, and hereby authorizes them to represent and to vote, as designated below,
at the Special Meeting of Shareholders of the Portfolio indicated above, a
series of Travelers Series Fund Inc., on June 18, 2003 at ______ [a.m.][p.m.]
Eastern time, and at any adjournment thereof, all of the shares of the Portfolio
which the undersigned would be entitled to vote if personally present. IF THIS
PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED
FOR THE APPROVAL OF THE PROPOSAL. This proxy will serve as the voting
instruction form by which the undersigned owner of a variable annuity or
variable life insurance contract (each, a "Contract") instructs the voting of
the Portfolio shares attributable to his or her Contract.

Mark here for address change and note at left. / /

PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOP.

NOTE: Please sign exactly as your name appears on this proxy. If joint owners,
EITHER may sign this Proxy. When signing as executor, administrator, attorney,
trustee or guardian or as custodian for a minor, please give full title as such.
If a corporation, please sign in full corporate name and indicate the signer's
office. If a partner, sign in the partnership name.

- ----------------------
Signature

Date __________________, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" THE PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY.

Please vote by filling in the box below.

For Against Abstain
/ / / / / /

1. Proposal to approve a change in the investment objective.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

B-1

Exhibit C
---------

FORM OF PROXY CARD

PUTNAM DIVERSIFIED INCOME PORTFOLIO
A SERIES OF TRAVELERS SERIES FUND INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS - JUNE 18, 2003
The undersigned hereby appoints Jay Gerken, Christina T. Sydor and Judith
Loomis, and each of them separately, proxies with the power of substitution to
each, and hereby authorizes them to represent and to vote, as designated below,
at the Special Meeting of Shareholders of the Portfolio indicated above, a
series of Travelers Series Fund Inc., on June 18, 2003 at ______ [a.m.][p.m.]
Eastern time, and at any adjournment thereof, all of the shares of the Portfolio
which the undersigned would be entitled to vote if personally present. IF THIS
PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED
FOR THE APPROVAL OF THE PROPOSALS. This proxy will serve as the voting
instruction form by which the undersigned owner of a variable annuity or
variable life insurance contract (each, a "Contract") instructs the voting of
the Portfolio shares attributable to his or her Contract.

Mark here for address change and note at left. / /

PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOP.

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Signature

Date __________________, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" THE PROPOSALS. TO VOTE, FILL IN BOX COMPLETELY.

Please vote by filling in the box below.

For Against Abstain
/ / / / / /

2(A). Proposal to approve a new Sub-Advisory Agreement.

2(B). Proposal to approve a change in the investment objective.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

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