As filed with the Securities and Exchange Commission on July 28, 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:

[_] Preliminary Proxy Statement

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

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-12

TRAVELERS SERIES FUND INC.
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(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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[_] 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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TRAVELERS SERIES FUND INC.
on behalf of its
ALLIANCE GROWTH PORTFOLIO
125 Broad Street
New York, New York 10004

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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To Be Held On August 20, 2003

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Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of the Travelers Series Fund Inc. (the "Fund"), on behalf of the
Alliance Growth Portfolio (the "Portfolio"), will be held at Citigroup Center,
153 East 53rd Street, 14th Floor, Conference Room, New York, New York 10022 on
August 20, 2003, at 2 p.m., local time, for the following purposes:

(1)(A) To approve a new Sub-Advisory Agreement among the Fund on behalf
of the Portfolio, Travelers Investment Adviser Inc. ("TIA") and Fidelity
Management & Research Company ("FMR");

(1)(B) To approve a new Sub-Sub-Advisory Agreement between FMR and FMR
Co., Inc. (the "FMR Sub-Advisor"), conditioned upon approval of Proposal
1(A);

(2) To approve a change in the investment objective of the Portfolio,
conditioned upon approval of Proposal 1(A); and

(3) To transact such other business as may properly come before the
Special 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 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 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 Portfolio that are
attributable to your variable contract. The Insurance Companies 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 July 9, 2003 are entitled to vote at the Special
Meeting and any adjournment thereof. Contract Owners of record on July 9, 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 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
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 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

July 21, 2003

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

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
ALLIANCE GROWTH 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 AUGUST 20, 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 Alliance Growth Portfolio (the "Portfolio"), for
use at the Special Meeting of Shareholders of the Portfolio, to be held at
Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room, New York,
New York 10022 on August 20, 2003 at 2:00 p.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 of the Portfolio will be asked to consider and approve the
Proposals (as described below). This Proxy Statement, the Notice of Special
Meeting and the proxy cards are first being mailed to shareholders on or about
July 21, 2003 or as soon as practicable thereafter.

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, will solicit voting
instructions from variable contract owners who beneficially own shares of the
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 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 July 9, 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 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. 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 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, 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 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.

The principal executive office of the Fund is located at 125 Broad Street,
New York, NY 10004. Travelers Investment Adviser Inc. ("TIA"), whose address is
125 Broad Street, New York, New York 10004, is the Portfolio's investment
manager. TIA is a wholly-owned subsidiary of The Plaza Corporation, which is an
indirect wholly-owned subsidiary of Citigroup Inc.

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 the Portfolio.

Quorum

The holders of one-third of the outstanding shares entitled to be cast 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
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 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 a Proposal and will vote
against any such adjournment those proxies to be voted against the 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 Proposals

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

On the record date, the Portfolio had 37,449,258.896 shares outstanding.

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

Travelers Insurance Company 24,171,086.936 64.45%
Attn: Shareholder Accounting, 6MS
One Tower Square
Hartford, CT 06183

Travelers Life Annuity Company 13,332,638.037 35.54%
Attn: Shareholder Accounting, 6MS
One Tower Square
Hartford, CT 06183

Because all Shares of the Portfolio are owned of record by separate accounts
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) 842-8573 or by writing to the
Portfolio, c/o Travelers Series Fund Inc., 125 Broad Street, New York, New York
10004.

PROPOSAL 1(A)

APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH FMR

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 Portfolio, TIA and Fidelity Management & Research Company
("FMR"). As discussed in Proposal 1(B), the Board is also proposing that
shareholders approve a new Sub-Sub-Advisory Agreement (the "FMR Sub-Advisory
Agreement") between FMR and FMR Co., Inc. (the "FMR Sub-Advisor"). TIA is the
Portfolio's investment manager.

Background

On June 11, 2003, the Board met in person at a meeting called for the
purpose of considering, among other things, the New Sub-Advisory Agreement and
the FMR Sub-Advisory Agreement. At the meeting, the Board approved the New
Sub-Advisory Agreement and the FMR Sub-Advisory Agreement subject to
shareholder approval. Forms of the New Sub-Advisory Agreement and the FMR
Sub-Advisory Agreement are attached hereto as Exhibits A and B, respectively.

Representatives of TIA and FMR met in person with the Board (including the
Independent Directors) and described the general terms of the New Sub-Advisory
Agreement and the FMR Sub-Advisory Agreement, the anticipated benefits for the
Portfolio and FMR's (including the FMR Sub-Advisor) proposed services to the
Portfolio. During the course of their deliberations, the Directors (including
the Independent Directors) reviewed materials furnished by TIA and FMR
describing FMR and its affiliates, senior personnel, portfolio managers,
analysts and economists, FMR's method of operation, the investment philosophy
proposed for implementation with the Portfolio, FMR's performance record (which
included the performance record of the FMR Sub-Advisor) and financial
condition. The Directors and representatives of TIA had also considered the
Portfolio's performance under its current sub-advisor in light of the
Portfolio's investment objective and policies.

After reviewing the relevant information, the Board determined to terminate
the Portfolio's current sub-advisory agreement (the "Current Sub-Advisory
Agreement") and to enter into the New Sub-Advisory Agreement and the FMR
Sub-Advisory Agreement. The Board's conclusion was based on several factors
(none of which was singled out as more important than any other factor). The
Board reviewed the past performance record of FMR (which included the
performance record of the FMR Sub-Advisor) with respect to funds with similar
objectives and policies as the Portfolio as well as the background and
experience of officers and managers employed by FMR, including those who will
provide services to the Portfolio. Although the Board considered that both the
current sub-adviser and FMR (including the FMR Sub-Advisor) could provide high

quality advisory services to the Portfolio, the Board determined that FMR's
proposed approach, as discussed under Proposal 2, could potentially enhance the
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 and the FMR Sub-Advisory
Agreement, for approval by the Portfolio's shareholders. Only shareholders of
the Portfolio may vote to approve the New Sub-Advisory Agreement and the FMR
Sub-Advisory Agreement.

If the Portfolio's shareholders approve the New Sub-Advisory Agreement, it
is expected to become effective as of August 31, 2003 (or as soon thereafter as
practicable), 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 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 Portfolio and its shareholders, including resubmitting
the New Sub-Advisory Agreement for shareholder approval.

Information on FMR

The information in this section has been provided to the Portfolio by FMR.
FMR and its affiliates are commonly known as Fidelity Investments. Fidelity
Investments(R) is one of the world's largest providers of financial services,
with custodied assets of $1.5 trillion, including managed assets of $869.3
billion, as of May 31, 2003. Fidelity Investments offers investment management,
retirement planning, brokerage, human resources and benefits outsourcing
services to 18 million individuals and institutions as well as through 5,500
financial intermediaries. The firm is the largest mutual fund company in the
United States, the No. 1 provider of workplace retirement savings plans, one of
the largest mutual fund supermarkets and a leading online brokerage firm.

The underlying strength of all of Fidelity's financial products is FMR, the
investment advisor to Fidelity's family of mutual funds. FMR employs the
largest staff of portfolio managers, analysts and traders in the industry,
nearly 450 in total. Fidelity's experienced staff of investment professionals
is backed by a worldwide network of research resources providing constant
market and company information. Headquartered in Boston, FMR investment
research professionals also are based elsewhere in the United States, the
United Kingdom, Southeast Asia and Japan.

FMR has its principal business offices at 82 Devonshire Street, Boston,
Massachusetts 02109. Information concerning the advisory fees and average net

assets of funds with investment objectives similar to the Portfolio and advised
by FMR is contained in Appendix A. The directors of FMR are Edward C. Johnson
3d, Chairman of the Board and of the Executive Committee; Abigail P. Johnson,
President; and Peter S. Lynch, Vice Chairman. The principal business address of
each of the Directors of FMR is 82 Devonshire Street, Boston, Massachusetts
02109.

All of the stock of FMR is owned by FMR Corp., 82 Devonshire Street, Boston,
Massachusetts 02109, which was organized on October 31, 1972. Members of Edward
C. Johnson 3d and Abigail P. Johnson's family are the predominant owners of a
class of shares of common stock, representing approximately 49% of the voting
power of FMR Corp., and, therefore, under the 1940 Act may be deemed to form a
controlling group with respect to FMR Corp.

The New Sub-Advisory Agreement

The New Sub-Advisory Agreement is substantially similar to the Current
Sub-Advisory Agreement, which is described below, except that the sub-advisory
fee paid by TIA (not the Portfolio) will be as follows:

.45% of average daily net assets up to $250 million;

.40% of average daily net assets in excess of $250 million but less than
$750 million;

.35% of average daily net assets in excess of $750 million.

Because FMR would be paid out of the proceeds of TIA's advisory fee, the New
Sub-Advisory Agreement would not affect the fees paid by the Portfolio.

The New Sub-Advisory Agreement will identify FMR as the sub-adviser and will
also have new execution and termination dates.

Except for expenses specifically assumed or agreed to be paid by FMR, FMR
shall not be liable for any expenses of TIA, the Fund or the Portfolio,
including, without limitation, brokerage costs, custodian fees, auditors fees
or other expenses to be borne by the Fund or the Portfolio. The Portfolio will
bear certain other expenses to be incurred in its operation, including, but not
limited to, investment advisory fees (other than sub-advisory fees paid
pursuant to the New Sub-Advisory Agreement or the FMR Sub-Advisory Agreement)
and administration fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory compliance; and
pro rata costs associated with maintaining the Portfolio's legal existence and
shareholder relations. All other expenses not specifically assumed by FMR
hereunder or by TIA under the Management Agreement are borne by the Fund or the
Portfolio. The New Sub-Advisory Agreement 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 Portfolio or to any shareholder for any
error of judgment or mistake of law or for any loss suffered by the Portfolio
or TIA in connection with the matters set forth in the New Sub-Advisory
Agreement.

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 current sub-advisor manages the
investment and reinvestment of the assets of the Portfolio. Specifically, the
sub-advisor determines the investments to be purchased or sold, employs
professional portfolio managers and securities analysts who provide research
services to the 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 (not the Portfolio) pays the
sub-advisor an annualized advisory fee equal to 0.375% of the average daily net
assets of the Portfolio which is accrued daily and payable monthly. For the
fiscal year ended October 31, 2002, the current sub-advisor was paid an
aggregate fee of $2,676,262. The Management Agreement between the Portfolio and
TIA provides for a monthly fee to the Manager computed at an annual rate of
0.80% of the Portfolio's average daily net assets. The aggregate management fee
paid by the Portfolio for the fiscal year ended October 31, 2002 was $5,709,381.

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 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 Portfolio or to any shareholder for any
error of judgment or mistake of law or for any loss suffered by the Portfolio
or TIA in connection with the matters set forth in the 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 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. The Current
Sub-Advisory Agreement was last approved by the Board on June 11, 2003 and by
the shareholders on June 2, 1994.

Portfolio Transactions

In selecting brokers or dealers to execute transactions on behalf of the
Portfolio, FMR (as also provided in the Current Sub-Agreement) will seek the
best overall terms available.

All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by FMR pursuant to authority contained in the New
Sub-Advisory Agreement and FMR Sub-Advisory Agreement. FMR is authorized to
allocate

portfolio transactions in a manner that takes into account assistance received
in the distribution of shares of the Portfolio or other funds managed by
Fidelity Investments and to use the research services of brokerage and other
firms that have provided such assistance. FMR may place trades with certain
brokers with which it is under common control, including National Financial
Services LLC and Fidelity Brokerage Services (Japan) LLC, provided it
determines that these affiliates' products, services, and costs are comparable
to those of non-affiliated, qualified brokerage firms. FMR may also place
trades with Archipelago ECN (Archipelago), an electronic communications network
(ECN) in which a wholly-owned subsidiary of FMR Corp. has an equity ownership
interest, if the compensation is fair, reasonable, and comparable to
compensation charged by non-affiliated, qualified brokerage firms for similar
services.

Evaluation by the Board of Directors

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

The Directors considered the following information, among other things:
(1) the nature and quality of services to be rendered by FMR and the FMR
Sub-Advisor, including the background and experience of the personnel who would
be responsible for the Portfolio's management under the New Sub-Advisory
Agreement and the FMR Sub-Advisory Agreement; (2) compensation to be received
by FMR under the New Sub-Advisory Agreement; and (3) the fact that the
provisions of the New Sub-Advisory Agreement and Current Sub-Advisory Agreement
are substantially similar, except for the sub-advisory fees and inception and
termination dates as discussed above.

Further, the Board considered: (1) the nature and quality of the services
rendered by FMR to other similar funds; (2) the results achieved by FMR
(including the FMR Sub-Advisor) for other similar funds; and (3) the personnel,
operations and financial condition, and investment management capabilities,
methodologies, performance, and investment style of FMR (including the FMR
Sub-Advisor). Specifically, the Board considered data provided on the
Portfolio's lack of asset growth, the Portfolio's performance with the current
sub-advisor, performance of other similar funds, and the past performance of
FMR (which included the performance record of the FMR Sub-Advisor) in providing
investment advisory services to funds similar to the Portfolio. The Board
recognized the reputation, expertise and financial resources of FMR and its
affiliates in domestic and international financial matters. The Board was
satisfied that FMR 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 Portfolio effectively.

The Board noted that if the New Sub-Advisory Agreement and the FMR
Sub-Advisory Agreement are approved by shareholders, the Portfolio's name would
be changed to "Strategic Equity Portfolio". The Board also recommended that if
the Proposals are approved by shareholders, the Portfolio's principal
investment strategies and other policies would be modified to implement FMR's
investment approach.

Based upon its review, the Board determined that approving the New
Sub-Advisory Agreement among the Fund, TIA and FMR is in the best interests of
the Portfolio and its shareholders. During their consideration of the Current
and New Sub-Advisory Agreements and the FMR Sub-Advisory Agreement, the
Independent Directors were advised by independent counsel. Accordingly, after
consideration of the above factors and such other information as it considered
relevant, the Board of Directors unanimously approved the New Sub-Advisory
Agreement and voted to recommend its approval by the Portfolio's shareholders.

Vote Required

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 Portfolio.

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

PROPOSAL 1(B)

APPROVAL OF THE FMR SUB-ADVISORY AGREEMENT

Introduction

If Proposal 1(A) is adopted, FMR proposes to enter into a sub-advisory
arrangement with an affiliate (the "FMR Sub-Advisor"). The Board proposes that
shareholders of the Portfolio approve the FMR Sub-Advisory Agreement described
below. The FMR Sub-Advisory Agreement would allow FMR, through the FMR
Sub-Advisor, to receive investment advice and research services for the benefit
of the Portfolio. Under the FMR Sub-Advisory Agreement, the FMR Sub-Advisor
could also receive authority to perform discretionary investment advisory
services subject to the overall supervision of FMR and the Board of Directors.
Because the FMR Sub-Advisor would be paid out of the proceeds of FMR's
sub-advisory fee, the proposed FMR Sub-Advisory Agreement would not affect the
fees paid by the Portfolio.

Background

On June 11, 2003, the Directors, including the Independent Directors, met in
person at a meeting called for the purpose of considering, among other things,
the FMR Sub-Advisory Agreement. At the meeting, the Directors, including the
Independent Directors, approved the FMR Sub-Advisory Agreement and voted to
recommend its approval to the shareholders of the Portfolio.

Due to the structure of FMR's investment management operations, FMR will
delegate investment sub-advisory and/or research services to the FMR
Sub-Advisor, its wholly-owned subsidiary. By delegating investment sub-advisory
and/or research services, FMR will benefit from increased flexibility in the
assignment of portfolio managers. This will enable the Portfolio to take
advantage of the expertise of the FMR Sub-Advisor. For additional information
about the Board's deliberations and the reasons for their recommendation,
please see Proposal 1(A), "Evaluation by the Board of Directors."

The Board unanimously recommends that shareholders vote in favor of the
approval of the FMR Sub-Advisory Agreement.

Information on the FMR Sub-Advisor.

The FMR Sub-Advisor is a wholly-owned subsidiary of FMR formed in 1999 to
provide portfolio management services to certain FMR funds and investment
advice with respect to equity and high income instruments.

The Directors of the FMR Sub-Advisor are Edward C. Johnson 3d, Chairman of
the Board: Abigail P. Johnson, President; and Peter S. Lynch, Vice Chairman.

Mr. Johnson 3d is also a Trustee of funds advised by FMR; Chairman of the
Board, Chief Executive Officer, President and a Director of FMR Corp.; Chairman
of the Board and of the Executive Committee of FMR; a Director of FMR; Chairman
of the Board and a Director of Fidelity Management & Research (Far East) Inc.
and Fidelity Investments Money Management, Inc. ("FIMM"). In addition, Ms.
Johnson is Senior Vice President and a Trustee of funds advised by FMR;
President and a Director of FMR and FIMM; and a Director of FMR Corp. Mr. Lynch
is also Vice Chairman and a Director of FMR and a Trustee of funds advised by
FMR. Each of the Directors is a stockholder of FMR Corp. The principal business
address of the Directors is 82 Devonshire Street, Boston, Massachusetts 02109.

Board Considerations

For information about the Board Considerations with respect to the FMR
Sub-Advisory Agreement, please refer to the discussion of "Evaluation by the
Board of Directors" under Proposal 1(A).

Information on the FMR Sub-Advisory Agreement

Under the FMR Sub-Advisory Agreement, the FMR Sub-Advisor would act as an
investment consultant and supply investment research information and portfolio
management advice as reasonably requested by FMR.

Under the FMR Sub-Advisory Agreement, FMR could grant discretionary
investment advisory authority with respect to all or a portion of the
Portfolio's assets it manages to the FMR Sub-Advisor. In exercising
discretionary investment advisory authority on behalf of the Portfolio, the FMR
Sub-Advisor would be required, subject to the overall supervision of FMR, to
direct the investments of the Portfolio in accordance with the Portfolio's
investment objective, policies, and limitations as provided in the Portfolio's
prospectus or other governing instruments and such other limitations as the
Portfolio may impose by notice in writing to FMR. If FMR grants investment
advisory authority to the FMR Sub-Advisor with respect to all or a portion of
the Portfolio's assets, the FMR Sub-Advisor would be authorized to buy or sell
stocks, bonds, and other securities for the Portfolio subject to the overall
supervision of FMR and the Board of Directors. In addition, the FMR
Sub-Advisory Agreement would authorize the FMR Sub-Advisor to delegate other
discretionary investment advisory services to another FMR Sub-Advisor,
including, but not limited to, currency management services (including buying
and selling currency options and entering into currency forward and futures
contracts on behalf of the Portfolio), other transactions in futures contracts
and options, and borrowing or lending portfolio securities. Whenever these
discretionary investment advisory services are delegated, the FMR Sub-Advisor
would continue to be subject to the control and direction of FMR and the Board
of Directors, and would continue to be bound by the investment objective,
policies, and limitations of the Portfolio.

The form of the FMR Sub-Advisory Agreement is attached hereto as Exhibit B.
Its description above is qualified in its entirety by reference to Exhibit B.

Fees and Expenses of FMR Sub-Advisor

Because the FMR Sub-Advisor would be paid out of the proceeds of FMR's
sub-advisory fee, the FMR Sub-Advisory Agreement would not affect the fees paid
by the Portfolio.

For providing discretionary investment advisory services and executing
portfolio transactions, FMR would pay the FMR Sub-Advisor a fee equal to 50% of
the fee payable to FMR with respect to that portion of the Portfolio's assets
that is managed by the FMR Sub-Advisor.

If approved by shareholders, the FMR Sub-Advisory Agreement would take
effect on August 31, 2003 and would continue in force until August 31, 2005 and
from year to year thereafter, but only as long as its continuance was approved
at least annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Directors who are not "interested persons" of
the Portfolio or FMR and (ii) the vote of either a majority of the Directors or
by the vote of a majority of the outstanding shares of the Portfolio.

The FMR Sub-Advisory Agreement would be terminable on 60 days' written
notice by either party to the FMR Sub-Advisory Agreement and the FMR
Sub-Advisory Agreement would terminate automatically in the event of its
assignment.

Differences Between Prior Sub-Advisory Agreement and FMR Sub-Advisory Agreements

Under the Current Sub-Advisory Agreement, there was one sub-advisory
arrangement between TIA and the current subadvisor. Under the New Sub-Advisory
Agreement, there will be an additional agreement with the FMR Sub-Advisor. This
will enable the Portfolio to take advantage of the expertise of the FMR
Sub-Advisor. The higher fee paid to FMR under the New Sub-Advisory agreement
will not affect the advisory fee paid by the Portfolio. TIA will pay FMR out of
the fee it receives from the Portfolio under the Management Agreement. Fees
paid to the FMR Sub-Advisor under the FMR Sub-Advisory Agreement also will not
affect the advisory fee payable by the Portfolio. FMR will pay the FMR
Sub-Advisor out of its own fee payable under the New Sub-Advisory Agreement.
For more information on the fees and expenses under the FMR Sub-Advisory
Agreement, please refer to the description of the New Sub-Advisory Agreement
above.

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

PROPOSAL 2

CHANGE IN INVESTMENT OBJECTIVE

Introduction

The Portfolio's current investment objective is "long-term growth of
capital." As discussed above, the Board is asking shareholders to approve a
proposal to change the Portfolio's investment objective to "capital
appreciation." The Portfolio's current investment objective is a fundamental
policy that cannot be changed without shareholder approval. If Proposal 2 is
approved, the new investment objective will also be a fundamental policy that
cannot be changed without shareholder approval.

Discussion

Existing Investment Objective and Policies. The Portfolio's current
investment objective is long-term growth of capital. Currently, the Portfolio
invests primarily in equity securities of U.S. companies. Equity securities
include exchange traded and over-the-counter common stocks and preferred stock,
debt securities convertible into equity securities, and warrants and rights
relating to equity securities. The Portfolio may also invest in fixed income
securities for capital appreciation, including lower quality fixed income
securities.

The current subadvisor emphasizes individual security selection while
spreading investments among many industries and sectors. The current subadvisor
identifies individual companies that it believes offer exceptionally high
prospects for growth and uses qualitative analysis to control risk. The current
subadvisor also over- and underweights particular industry sectors depending on
its outlook for each sector.

In selecting individual companies and sectors for investment the current
subadvisor looks for: (i) favorable earnings outlook; (ii) above average growth
rates at reasonable market valuations; (iii) experienced and effective
management; (iv) high relative return on invested capital; (v) strong financial
condition; (vi) effective research, product development and marketing.

Proposed New Investment Objective and Policies. The Board believes that the
Portfolio's performance has not met with its own or investors' expectations
and, as a consequence, asset growth has been slow. Therefore, for the reasons
discussed above in Proposals 1(A) and 1(B), the Board believes that current and
future owners of interests in the Portfolio would be better served if the
Portfolio were to change its sub-advisor.

FMR will invest the Portfolio's assets in securities of foreign issuers in
addition to securities of domestic issuers. FMR would not be constrained to any

particular investment style. At any given time, FMR may tend to buy "growth"
stocks or "value" stocks, or a combination of both types. In buying and selling
securities for the Portfolio, FMR will rely on fundamental analysis of each
issuer and its potential for success in light of its current financial
condition, its industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates, and quality of
management.

FMR may use various techniques, such as buying and selling futures contracts
and exchange traded funds, to increase or decrease the Portfolio's exposure to
changing security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the Portfolio may not achieve its objective.

Principal Risks of Investing in the Portfolio

While investing in growth and value securities can bring added benefits, it
may also involve additional risks. Investors could lose money on their
investment in the Portfolio, or the Portfolio may not perform as well as other
investments, if any of the following occurs:

. Stock markets decline.

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

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

Portfolio Manager

If the Proposals are approved, day-to-day management of the portfolio would
be the responsibility of Adam Hetnarski. Mr. Hetnarski joined FMR in 1991.
Since joining FMR, he has worked as a research analyst and manager.

Portfolio manager changes, as well as a change in the Portfolio's investment
objective, may result in portfolio turnover in excess of what would otherwise
be the case. A higher portfolio turnover rate may result in the Portfolio's
paying increased transaction costs.

The Board, including the Independent Directors, reviewed materials presented
by management in connection with Proposal 2 and approved Proposal 2 at its
meeting unanimously on June 11, 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.

Vote Required

The approval of Proposal 2 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, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT
YOU VOTE "FOR" THE CHANGE IN INVESTMENT OBJECTIVE.

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 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. The timely submission of a proposal
does not guarantee its inclusion.

For business to be properly brought before an annual or special meeting by a
shareholder, the shareholder must have given timely notice thereof in writing
to the Secretary of the Fund. To be timely, any such notice must be delivered
to or mailed and received at the principal executive offices of the Fund not
later than 60 days prior to the date of the meeting, provided, however, that if
less than 70 days' notice or prior public disclosure is given or made to
shareholders, any such notice by a shareholder to be timely must be so received
not later than the close of business on the 10th day following the day on which
notice of the date of the annual or special meeting was given or such public
disclosure was made.

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 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: July 21, 2003

Appendix A

Funds with Investment Objectives Similar to the Portfolio
and Advised by FMR

Table of Average Net Assets and Expense Ratios(a)

Ratio of Net
Advisory Fees
to Average
Average Net Assets
Fiscal Net Assets Paid
Investment Objective and Fund Year End(a) (millions)(b) to FMR(c)
----------------------------- ----------- ------------- -------------

Large Cap Stock(g)(h)........ 4/30/02 $ 666.3 0.53%
Mid Cap Stock(g)(h).......... 4/30/02 6,552.6 0.69
Small Cap Retirement(g)(h)... 4/30/02 21.1 0.00(z)
Small Cap Stock(g)(h)........ 4/30/02 1,314.2 0.86
Contrafund/R/ II(g)(h)....... 6/30/02 1,027.1 0.81
Fidelity Fifty/R/(g)(h)...... 6/30/02 491.2 0.77
Advisor Focus Funds:(g)(h)
Biotechnology:(x)
Class A..................... 7/31/02 5.6 0.58
Class T..................... 7/31/02 8.4 0.58
Class B..................... 7/31/02 12.0 0.58
Class C..................... 7/31/02 9.0 0.58
Institutional Class......... 7/31/02 1.1 0.58
Consumer Industries:(x)
Class A..................... 7/31/02 5.4 0.58
Class T..................... 7/31/02 12.5 0.58
Class B..................... 7/31/02 13.7 0.58
Class C..................... 7/31/02 5.7 0.58
Institutional Class......... 7/31/02 1.3 0.58
Cyclical Industries:(x)
Class A..................... 7/31/02 3.5 0.58
Class T..................... 7/31/02 6.2 0.58
Class B..................... 7/31/02 8.9 0.58
Class C..................... 7/31/02 4.8 0.58
Institutional Class......... 7/31/02 2.2 0.58
Developing Communications(x):
Class A..................... 7/31/02 0.6 0.58
Class T..................... 7/31/02 1.8 0.58
Class B..................... 7/31/02 1.7 0.58
Class C..................... 7/31/02 1.2 0.58
Institutional Class......... 7/31/02 0.2 0.58

Electronics(x):
Class A.............................. 7/31/02 $ 5.4 0.58%
Class T.............................. 7/31/02 14.6 0.58
Class B.............................. 7/31/02 12.9 0.58
Class C.............................. 7/31/02 12.7 0.58
Institutional Class.................. 7/31/02 1.2 0.58
Financial Services:
Class A.............................. 7/31/02 71.2 0.58
Class T.............................. 7/31/02 207.1 0.58
Class B.............................. 7/31/02 245.0 0.58
Class C.............................. 7/31/02 134.3 0.58
Institutional Class.................. 7/31/02 18.1 0.58
Health Care:
Class A.............................. 7/31/02 126.5 0.58
Class T.............................. 7/31/02 349.3 0.58
Class B.............................. 7/31/02 422.4 0.58
Class C.............................. 7/31/02 208.4 0.58
Institutional Class.................. 7/31/02 45.9 0.58
Natural Resources:
Class A.............................. 7/31/02 22.7 0.58
Class T.............................. 7/31/02 213.2 0.58
Class B.............................. 7/31/02 73.0 0.58
Class C.............................. 7/31/02 28.4 0.58
Institutional Class.................. 7/31/02 6.2 0.58
Technology:
Class A.............................. 7/31/02 161.7 0.58
Class T.............................. 7/31/02 487.8 0.58
Class B.............................. 7/31/02 548.6 0.58
Class C.............................. 7/31/02 204.1 0.58
Institutional Class.................. 7/31/02 17.8 0.58
Telecommunications & Utilities Growth:
Class A.............................. 7/31/02 39.4 0.58
Class T.............................. 7/31/02 104.4 0.58
Class B.............................. 7/31/02 154.7 0.58
Class C.............................. 7/31/02 74.1 0.58
Institutional Class.................. 7/31/02 6.0 0.58
Blue Chip Growth(g)(h)................ 7/31/02 20,682.1 0.49
Dividend Growth(g)(h)................. 7/31/02 14,704.6 0.75
Leveraged Company Stock(g)(h)......... 7/31/02 66.5 0.63

Ratio of Net
Advisory Fees
to Average
Average Net Assets
Fiscal Net Assets Paid
Investment Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ----------------------------- ----------- ------------- -------------

Low-Priced Stock(g)(h).................. 7/31/02 $13,672.9 0.75%
OTC Portfolio(g)(h)..................... 7/31/02 7,567.1 0.86
Export and Multinational(g)(h).......... 8/31/02 641.9 0.58
Destiny/SM/ II:(g)(h)
Class O................................ 9/30/02 3,629.8 0.45
Class N................................ 9/30/02 10.7 0.45
Destiny/SM/ II:(g)(h)
Class O................................ 9/30/02 4,642.2 0.58
Class N................................ 9/30/02 58.1 0.58
Advisor Diversified International:(f)(h)
Class A................................ 10/31/02 45.0 0.73
Class T................................ 10/31/02 191.3 0.73
Class B................................ 10/31/02 47.1 0.73
Class C................................ 10/31/02 49.1 0.73
Institutional Class.................... 10/31/02 73.2 0.73
Advisor Emerging Asia:(f)(h)(x)
Class A................................ 10/31/02 21.3 0.73
Class T................................ 10/31/02 4.3 0.73
Class B................................ 10/31/02 3.1 0.73
Class C................................ 10/31/02 2.0 0.73
Institutional Class.................... 10/31/02 0.8 0.73
Advisor Europe Capital
Appreciation:(f)(h)(x)
Class A................................ 10/31/02 2.6 0.73
Class T................................ 10/31/02 9.1 0.73
Class B................................ 10/31/02 6.7 0.73
Class C................................ 10/31/02 4.0 0.73
Institutional Class.................... 10/31/02 0.8 0.73
Advisor Global Equity:(f)(h)(x)
Class A................................ 10/31/02 3.6 0.73
Class T................................ 10/31/02 10.4 0.73
Class B................................ 10/31/02 4.6 0.73
Class C................................ 10/31/02 3.6 0.73
Institutional Class.................... 10/31/02 1.0 0.73
Advisor International Capital
Appreciation:(f)(h)
Class A................................ 10/31/02 16.0 0.73
Class T................................ 10/31/02 107.7 0.73
Class B................................ 10/31/02 41.2 0.73

Class C........................... 10/31/02 $ 43.2 0.73%
Institutional Class............... 10/31/02 7.9 0.73
Advisor Japan:(f)(h)(x)
Class A........................... 10/31/02 3.9 0.73
Class T........................... 10/31/02 9.5 0.73
Class B........................... 10/31/02 12.3 0.73
Class C........................... 10/31/02 7.9 0.73
Institutional Class............... 10/31/02 6.1 0.73
Advisor Korea:(f)(h)(x)
Class A........................... 10/31/02 15.1 0.83
Class T........................... 10/31/02 2.2 0.83
Class B........................... 10/31/02 1.1 0.83
Class C........................... 10/31/02 1.5 0.83
Institutional Class............... 10/31/02 0.5 0.83
Advisor Latin America:(f)(h)(x)
Class A........................... 10/31/02 0.6 0.73
Class T........................... 10/31/02 1.1 0.73
Class B........................... 10/31/02 1.1 0.73
Class C........................... 10/31/02 0.9 0.73
Institutional Class............... 10/31/02 0.4 0.73
Advisor Overseas:(f)(h)
Class A........................... 10/31/02 46.3 0.82
Class T........................... 10/31/02 1,161.1 0.82
Class B(x)........................ 10/31/02 71.4 0.82
Class C(x)........................ 10/31/02 47.2 0.82
Institutional Class............... 10/31/02 76.8 0.82
Advisor Tax Managed Stock:(g)(h)(x)
Class A........................... 10/31/02 1.6 0.58
Class T........................... 10/31/02 2.7 0.58
Class B........................... 10/31/02 1.6 0.58
Class C........................... 10/31/02 2.4 0.58
Institutional Class............... 10/31/02 0.8 0.58
Aggressive International(f)(h)..... 10/31/02 257.1 1.05
Canada(f)(h)....................... 10/31/02 84.0 0.95
Capital Appreciation(g)(h)......... 10/31/02 2,047.2 0.81
China Region(f)(h)................. 10/31/02 128.8 0.73
Disciplined Equity(g)(h)........... 10/31/02 2,944.2 0.74
Diversified International (f)(h)... 10/31/02 6,760.0 0.90
Emerging Markets(f)(h)............. 10/31/02 296.1 0.73

Europe(f)(h)....................... 10/31/02 $1,054.2 0.81%
Europe Capital Appreciation(f)(h).. 10/31/02 468.6 0.98
Frank Russell Investment Company
(FRIC) International(f)(h)....... 10/31/02 100.9 0.35
FRIC International Securities(f)(h) 10/31/02 78.8 0.35
Focused Stock(g)(h)................ 10/31/02 46.3 0.64
Global Balanced(f)(h).............. 10/31/02 92.2 0.73
International Growth & Income(f)(h) 10/31/02 927.6 0.73
International Small Cap(e)(f)(h)... 10/31/02 2.6 0.00(d)(z)
Japan(f)(h)........................ 10/31/02 308.2 1.00
Japan Smaller Companies(f)(h)...... 10/31/02 388.2 0.73
Latin America(f)(h)................ 10/31/02 186.4 0.73
Nordic(f)(h)....................... 10/31/02 92.7 0.73
Overseas(f)(h)..................... 10/31/02 3,367.6 0.85
Pacific Basin(f)(h)................ 10/31/02 342.3 0.99
Small Cap Independence(g)(h)....... 10/31/02 1,003.3 0.77
Southeast Asia(f)(h)............... 10/31/02 287.8 0.97
Stock Selector(g)(h)............... 10/31/02 916.4 0.66
Tax Managed Stock(g)(h)............ 10/31/02 84.5 0.58
Worldwide(f)(h).................... 10/31/02 750.5 0.86
Advisor Aggressive Growth:(g)(h)(x)
Class A........................... 11/30/02 3.0 0.63
Class T........................... 11/30/02 13.6 0.63
Class B........................... 11/30/02 7.2 0.63
Class C........................... 11/30/02 7.8 0.63
Institutional Class............... 11/30/02 0.7 0.63
Advisor Dividend Growth:(g)(h)
Class A........................... 11/30/02 179.1 0.58
Class T........................... 11/30/02 1,299.8 0.58
Class B........................... 11/30/02 438.6 0.58
Class C........................... 11/30/02 321.6 0.58
Institutional Class............... 11/30/02 359.1 0.58
Advisor Dynamic Capital
Appreciation:(g)(h)
Class A........................... 11/30/02 23.8 0.58
Class T........................... 11/30/02 180.7 0.58
Class B........................... 11/30/02 80.9 0.58
Class C........................... 11/30/02 54.3 0.58
Institutional Class............... 11/30/02 4.5 0.58

Advisor Equity Growth:(g)(h)
Class A........................... 11/30/02 $ 563.6 0.58%
Class T........................... 11/30/02 5,828.0 0.58
Class B(x)........................ 11/30/02 1,431.6 0.58
Class C........................... 11/30/02 624.7 0.58
Institutional Class............... 11/30/02 1,948.4 0.58
Advisor Equity Value:(g)(h)(x)
Class A........................... 11/30/02 2.4 0.58
Class T........................... 11/30/02 15.3 0.58
Class B........................... 11/30/02 8.2 0.58
Class C........................... 11/30/02 7.2 0.58
Institutional Class............... 11/30/02 0.4 0.58
Advisor Fifty:(g)(h)(x)
Class A........................... 11/30/02 4.8 0.58
Class T........................... 11/30/02 19.7 0.58
Class B........................... 11/30/02 13.3 0.58
Class C........................... 11/30/02 7.7 0.58
Institutional Class............... 11/30/02 0.8 0.58
Advisor Growth Opportunities:(g)(h)
Class A........................... 11/30/02 247.1 0.12
Class T........................... 11/30/02 6,257.9 0.12
Class B........................... 11/30/02 747.8 0.12
Class C........................... 11/30/02 181.1 0.12
Institutional Class............... 11/30/02 146.4 0.12
Advisor Large Cap:(g)(h)
Class A........................... 11/30/02 37.5 0.58
Class T........................... 11/30/02 284.5 0.58
Class B(x)........................ 11/30/02 101.6 0.58
Class C........................... 11/30/02 43.1 0.58
Institutional Class............... 11/30/02 57.0 0.58
Advisor Leveraged Company Stock
Fund:(g)(h)(x)
Class A........................... 11/30/02 0.7 0.63
Class T........................... 11/30/02 1.5 0.63
Class B........................... 11/30/02 1.0 0.63
Class C........................... 11/30/02 1.5 0.63
Institutional Class............... 11/30/02 0.5 0.63
Advisor Mid Cap:(g)(h)
Class A........................... 11/30/02 324.1 0.58

Class T............................ 11/30/02 $ 1,649.1 0.58%
Class B............................ 11/30/02 577.8 0.58
Class C............................ 11/30/02 294.7 0.58
Institutional Class................ 11/30/02 204.9 0.58
Advisor Small Cap:(g)(h)
Class A............................ 11/30/02 117.7 0.73
Class T............................ 11/30/02 640.7 0.73
Class B............................ 11/30/02 270.2 0.73
Class C............................ 11/30/02 205.0 0.73
Institutional Class................ 11/30/02 69.5 0.73
Advisor Strategic Growth:(g)(h)(x)
Class A............................ 11/30/02 4.2 0.58
Class T............................ 11/30/02 12.3 0.58
Class B............................ 11/30/02 9.6 0.58
Class C............................ 11/30/02 2.5 0.58
Institutional Class................ 11/30/02 0.4 0.58
Advisor Value Strategies:(g)(h)
Class A............................ 11/30/02 118.1 0.58
Class T............................ 11/30/02 735.6 0.58
Class B............................ 11/30/02 198.7 0.58
Initial Class...................... 11/30/02 17.4 0.58
Class C............................ 11/30/02 40.8 0.58
Institutional Class................ 11/30/02 64.5 0.58
Aggressive Growth(g)(h)............. 11/30/02 5,267.9 0.17
Growth Company(g)(h)................ 11/30/02 18,209.0 0.84
Independence Fund(g)(h)............. 11/30/02 4,960.8 0.86
New Millennium(g)(h)................ 11/30/02 2,734.2 0.87
Contrafund/R/(g)(h)................. 12/31/02 30,114.2 0.81
Trend(g)(h)......................... 12/31/02 842.5 0.82
Japan Fund(f)(g)(h)................. 12/31/02 238.3 0.59
EQ Advisors Trust EQ/FI Mid Cap..... 12/31/02 292.0 0.49
EQ Advisor Trust EQ/FI Small/Mid Cap
Value............................. 12/31/02 639.3 0.49
ING FMR Diversified Mid Cap(h)...... 12/31/02 91.1 0.50
LB Series All Cap(h)................ 12/31/02 35.4 0.60
LSA Variable Series Diversified Mid
Cap(h)............................ 12/31/02 5.4 0.55
Manufacturers Investment Large Cap
Growth(h)......................... 12/31/02 94.2 0.40

Manufacturers Investment Overseas(h).. 12/31/02 $ 323.2 0.50%
Manufacturers Investment Strategic
Opportunities(h).................... 12/31/02 497.8 0.35
MassMutual Institutional Blue Chip
Growth(h)........................... 12/31/02 298.4 0.54
MassMutual Institutional Value
Equity(h)........................... 12/31/02 87.2 0.50
Prudential Series SP Large Cap Value.. 12/31/02 38.6 0.50
Prudential Series SP Small/Mid Cap
Value............................... 12/31/02 99.0 0.55
Russell Investment Non-U.S.(f)(h)..... 12/31/02 37.0 0.35
Travelers Series Large Cap............ 12/31/02 175.7 0.45
Vantagepoint Growth(h)................ 12/31/02 562.1 0.61
Variable Insurance Products:(h)
Growth
Initial Class...................... 12/31/02 8,976.0 0.58
Service Class...................... 12/31/02 1,331.5 0.58
Service Class 2.................... 12/31/02 214.9 0.58
Service Class 2R(e)................ 12/31/02 0.1 0.58
Overseas(f)
Initial Class...................... 12/31/02 1,298.6 0.73
Initial Class R(e)................. 12/31/02 11.3 0.73
Service Class...................... 12/31/02 223.6 0.73
Service Class R(e)................. 12/31/02 11.6 0.73
Service Class 2.................... 12/31/02 65.9 0.73
Service Class 2R(e)................ 12/31/02 0.5 0.73
Value(g)(x)
Initial Class...................... 12/31/02 0.3 0.58
Service Class...................... 12/31/02 1.2 0.58
Service Class 2.................... 12/31/02 2.0 0.58
Variable Insurance Products II:
Contrafund(g)(h)
Initial Class...................... 12/31/02 6,572.9 0.58
Service Class...................... 12/31/02 1,195.1 0.58
Service Class 2.................... 12/31/02 335.7 0.58
Service Class 2R(e)................ 12/31/02 0.2 0.58
Variable Insurance Products III:(g)(h)
Aggressive Growth(x)
Initial Class...................... 12/31/02 0.8 0.63

Service Class..................... 12/31/02 $ 1.0 0.63%
Service Class 2................... 12/31/02 4.3 0.63
Dynamic Capital Appreciation(x)
Initial Class..................... 12/31/02 0.6 0.58
Service Class..................... 12/31/02 1.0 0.58
Service Class 2................... 12/31/02 5.2 0.58
Growth Opportunities
Initial Class..................... 12/31/02 510.9 0.58
Service Class..................... 12/31/02 230.8 0.58
Service Class 2................... 12/31/02 44.2 0.58
Mid Cap
Initial Class..................... 12/31/02 566.7 0.58
Service Class..................... 12/31/02 385.7 0.58
Service Class 2................... 12/31/02 358.5 0.58
Value Strategies(e)(x)
Initial Class..................... 12/31/02 1.4 0.58(d)
Service Class..................... 12/31/02 4.0 0.58(d)
Service Class 2................... 12/31/02 13.5 0.58(d)
Variable Insurance Products IV:(g)(h)
Consumer Industries................. 12/31/02 14.3 0.58
Cyclical Industries................. 12/31/02 12.0 0.58
Financial Services.................. 12/31/02 37.1 0.58
Growth Stock(e)(x)
Initial Class..................... 12/31/02 1.5 0.58(d)
Service Class..................... 12/31/02 1.5 0.58(d)
Service Class 2................... 12/31/02 2.0 0.58(d)
Health Care......................... 12/31/02 54.6 0.58
Natural Resources................... 12/31/02 22.1 0.58
Real Estate(e)(x)
Initial Class..................... 12/31/02 2.0 0.58(d)
Service Class..................... 12/31/02 1.5 0.58(d)
Service Class 2................... 12/31/02 1.5 0.58(d)
Technology.......................... 12/31/02 32.0 0.59
Telecommunications & Utilities
Growth............................ 12/31/02 8.0 0.58(z)
Structured Large Cap Growth.......... 1/31/03 29.6 0.34(z)
Structured Large Cap Value........... 1/31/03 1.8 0.00(z)
Structured Mid Cap Growth............ 1/31/03 18.1 0.00(z)
Structured Mid Cap Value............. 1/31/03 43.1 0.48(z)

Utilities Fund(d)(f).............. 1/31/03 $ 938.3 0.67%
Select Portfolios(R)(g)(h)
Air Transportation............... 2/28/03 39.2 0.58
Automotive....................... 2/28/03 33.6 0.58
Banking.......................... 2/28/03 450.0 0.58
Biotechnology.................... 2/28/03 1,718.4 0.58
Brokerage and Investment
Management..................... 2/28/03 364.5 0.58
Business Services and Outsourcing 2/28/03 41.4 0.58
Chemicals........................ 2/28/03 41.0 0.58
Computers........................ 2/28/03 703.4 0.58
Construction and Housing......... 2/28/03 78.6 0.58
Consumer Industries.............. 2/28/03 22.6 0.58
Cyclical Industries.............. 2/28/03 17.9 0.58
Defense and Aerospace............ 2/28/03 363.3 0.58
Developing Communications........ 2/28/03 392.8 0.58
Electronics...................... 2/28/03 3,137.9 0.58
Energy........................... 2/28/03 206.7 0.58
Energy Service................... 2/28/03 513.4 0.58
Environmental.................... 2/28/03 12.2 0.44(z)
Financial Services............... 2/28/03 485.2 0.58
Food and Agriculture............. 2/28/03 113.9 0.58
Gold............................. 2/28/03 584.1 0.59
Health Care...................... 2/28/03 1,995.3 0.58
Home Finance..................... 2/28/03 419.9 0.58
Industrial Equipment............. 2/28/03 21.1 0.58
Industrial Materials............. 2/28/03 36.0 0.59
Insurance........................ 2/28/03 121.3 0.58
Leisure.......................... 2/28/03 141.9 0.58
Medical Delivery................. 2/28/03 191.8 0.58
Medical Equipment and Systems.... 2/28/03 138.5 0.58
Multimedia....................... 2/28/03 111.1 0.59
Natural Gas...................... 2/28/03 161.6 0.58
Natural Resources................ 2/28/03 28.2 0.58
Networking and Infrastructure.... 2/28/03 86.7 0.58
Paper and Forest Products........ 2/28/03 25.0 0.58
Pharmaceuticals(e)............... 2/28/03 52.7 0.58
Retailing........................ 2/28/03 88.2 0.58
Software and Computer Services... 2/28/03 634.8 0.58

Technology............. 2/28/03 $ 1,690.6 0.58%
Telecommunications...... 2/28/03 350.4 0.58
Transportation......... 2/28/03 34.6 0.58
Utilities Growth....... 2/28/03 201.3 0.58
Wireless(e)............ 2/28/03 65.6 0.58
Magellan(g)(h).......... 3/31/03 61,072.0 0.56

- --------
(a) All fund data are as of the fiscal year end noted in the chart or as of
March 31, 2003, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of each
fund or class at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from FMR
pursuant to voluntary or state expense limitations. Funds so affected are
indicated by a (z). For multiple class funds, the ratio of net advisory
fees to average net assets is presented gross of reductions for certain
classes, for presentation purposes. Funds so affected are indicated by an
(x).
(d) Annualized.
(e) Less than a complete fiscal year.
(f) Fidelity Management & Research Company (FMR) has entered into sub-advisory
agreements with the following affiliates: Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR
Far East), and Fidelity International Investment Advisors (FIIA) with
respect to the fund.
(g) FMR has entered into sub-advisory agreements with FMR U.K. and FMR Far East
with respect to the fund.
(h) FMR Co., Inc. (FMRC) serves as sub-advisor for the fund. FMR is primarily
responsible for choosing investments for the fund. FMRC is a wholly owned
subsidiary of FMR.

Exhibit A

FORM OF SUB-ADVISORY AGREEMENT

TRAVELERS SERIES FUND INC.

Strategic Equity Portfolio

THIS AGREEMENT is made this 31st day of August, 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 Strategic Equity Portfolio (the
"Portfolio"), a series of the Travelers Investment Adviser, Inc. (the
"Manager") and Fidelity Management & Research Company (the "Sub-Adviser").

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 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

A-1

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") and provided in
writing the Sub-Adviser. Copies of the Prospectus and the Statement have been
or will be submitted to the Sub-Adviser. The Company agrees promptly to provide
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 a management agreement
dated June 2, 1994 (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 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, on an annual basis, the
Board of Directors of the Company.

(ii) Unless the Manager gives the Sub-Adviser written instructions to the
contrary, with at least 30 days written notice with respect to voting any
particular issue, 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.

A-2

(iii) The Sub-Adviser shall maintain and preserve such records related to
the Portfolio's transactions as required under the Investment Company Act of
1940, as amended (the "1940 Act"). The Manager shall maintain and preserve all
books and other records not related to the Portfolio's transactions as required
under the 1940 Act. The 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 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.

(vii) The Sub-Adviser will provide reasonable assistance to the Company's
Fair Valuation Committee for the Portfolio in determining or confirming,
consistent with the procedures and policies stated in the Registration
Statement for the Portfolio, the value of any portfolio securities or other
assets of the Portfolio for which the Company's Fair Valuation Committee seeks
assistance from or identifies for review by the Sub-Adviser, and the parties
agree that the Sub-Adviser shall not bear responsibility or liability for the
determination or accuracy of the valuation of any portfolio securities and
other assets of the Portfolio.

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

A-3

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 determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker, or dealer, viewed in terms of either that
particular transaction or its overall responsibilities with respect to the
Portfolio and/or other accounts over which the 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 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 as indicated on
Schedule A; 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.

A-4

6. Expenses

Except for expenses specifically assumed or agreed to be paid by the
Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for any
expenses of the Manager, the Company or the Portfolio, including, without
limitation, brokerage costs, custodian fees, auditors fees or other expenses to
be borne by the Portfolio or the Company. 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. 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 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.

8. Term of Agreement

This Agreement shall become effective on August 31, 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).

A-5

9. Services to Other Companies or 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. 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.

10. Notices

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

(a) To the Company:

Travelers Series Fund Inc.
125 Broad Street
New York, NY 10004

(b) To the Manager:

Travelers Investment Adviser, Inc.
125 Broad Street
New York, NY 10004

Fidelity Management & Research Company
82 Devonshire Street
Boston, MA 02109

Attention: General Counsel

A-6

11. Representations

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

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

If the Sub-Adviser is organized as a partnership the Sub-Adviser agrees to
notify the Manager and the Company of any changes in the Sub-Adviser's general
partners within a reasonable time after such change.

12. Use of Name

The parties agree that the name of the Sub-Adviser, the names of any
affiliates of the Sub-Adviser and any derivative, logo, trademark, service mark
or trade name are the valuable property of the Sub-Adviser and its affiliates.
The Manager and the Company shall have the right to use such name(s),
derivatives, logos, trademarks or service marks or trade names only with the
prior written approval of the Sub-Adviser, which approval shall not be
unreasonably withheld or delayed so long as this Agreement is in effect.

Upon termination of this Agreement, the Manager and the Company shall
forthwith cease to use such name(s), derivatives, logos, trademarks, service
marks or trade names. The Manager and the Company agree they will review with
the Sub-Adviser any advertisement, sales literature, or notice prior to its use
that makes reference to the Sub-Adviser or its affiliates or any such name(s),
derivatives, logos, trademarks, service marks or trade names, it being
understood that the Sub-Adviser shall have no responsibility to ensure of the
adequacy of the form or content of such materials for purposes of the 1940 Act
or other applicable laws and regulations. If the Manager or the Company makes
an unauthorized use of the Sub-Adviser's names, derivatives, logos, trademarks,
service marks or trade names, the parties acknowledge that the Sub-Adviser
shall suffer irreparable hardship for which monetary damages are inadequate and
thus, the Sub-Adviser will be entitled to injunctive relief.

13. Confidentiality

All information furnished by one party to the other party (including their
respective agents, employees and representatives) hereunder shall be treated as
confidential and shall not be disclosed to third parties, except if it is
otherwise in the public domain or, with notice to the other party, as may be
necessary to comply with applicable laws, rules, regulations, subpoenas or
court orders. Without limiting the foregoing, the Manager acknowledges that the
securities holdings of

A-7

the Portfolio(s) constitute information of value to the Sub-Adviser, and agrees
(1) not to use for any purpose, other than for the Manager or the Company, or
their agents, to supervise or monitor the Sub-Adviser, the holdings or
trade-related information of the Company; and (2) not to disclose the
Portfolio(s)' holdings, except: (a) as required by applicable law or
regulation; (b) as required by state or federal regulatory authorities; (c) to
the Board, counsel to the Board, counsel to the Company, the independent
accountants and any other agent of the Company; or (d) as otherwise agreed to
by the parties in writing. Further, the Manager agrees that information
supplied by the Sub-Adviser, including approved lists, internal procedures,
compliance procedures and any board materials, is valuable to the Sub-Adviser,
and Manager agrees not to disclose any of the information contained in such
materials, except: (i) as required by applicable law or regulation; (ii) as
required by state or federal regulatory authorities; (iii) to the Board,
counsel to the Board, counsel to the Company, the independent accountants and
any other agent of the Company; or (iv) as otherwise agreed to by the parties
in writing.

14. General

The Sub-Adviser may, at its own expense, delegate any or all of its duties
and responsibilities under this Agreement to its wholly-owned subsidiary, FMR
Co., Inc., provided that the Sub-Adviser remains responsible to the Manager and
the Company for the performance of all of its responsibilities and duties
hereunder. The Sub-Adviser will compensate FMR Co., Inc. for its services to
the Company. Subject to prior notice to the Manager, the Sub-Adviser may
terminate the services of FMR Co., Inc. for the Portfolio and shall, at such
time, assume the responsibilities of FMR Co., Inc. with respect to the
Portfolio.

During the term of this Agreement, the Manager shall furnish to the
Sub-Adviser at its principal office all prospectuses, proxy statements, reports
to shareholders, sales literature or other material prepared for distribution
to shareholders of the Company or the public, which refer to the Sub-Adviser or
its clients in any way, prior to the use thereof, and the Manager shall not use
any such materials if the Sub-Adviser reasonably objects in writing in ten (10)
days (or such other time as may be mutually agreed, which would include longer
time periods for review of the Company's prospectus and other parts of the
registration statement) after receipt thereof.

A-8

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:

FIDELITY MANAGEMENT & RESEARCH COMPANY

By: ____________________________________________________________________________
Name:
Title:

A-9

Exhibit B

FORM OF FMR SUB-ADVISORY AGREEMENT

SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 31st day of August, 2003, by and between FMR Co., Inc.,
a Massachusetts corporation with principal offices at 82 Devonshire Street,
Boston, Massachusetts (hereinafter called the "Sub-Adviser") and Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the
"Adviser").

WHEREAS the Adviser has entered into a Sub-Advisory Agreement ("Sub-Advisory
Agreement") with Travelers Investment Adviser, Inc. ("Investment Manager") and
the Travelers Series Fund Inc. (the "Fund"), a Maryland corporation, pursuant
to which the Adviser acts as investment adviser to the portfolios listed on
Exhibit A (individually a "Portfolio" and collectively the "Portfolios").

WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of equity and high income funds and advising generally with respect
to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of all or such portion of the Portfolios' assets as the
Adviser shall designate in accordance with the investment objectives, policies
and limitations as provided in the Portfolios' Prospectus or other governing
instruments, as amended from time to time, the Investment Company Act of 1940
and rules thereunder, as amended from time to time (the "1940 Act"), and such
other limitations as the Portfolios may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the
Portfolios' office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Portfolios; and shall pay the
salaries and fees of all personnel of the Sub-Adviser performing services for
the Portfolios relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation
with the Portfolios or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment

B-1

instruments on behalf of the Portfolios. The investment policies and all other
actions of the Portfolios are and shall at all times be subject to the control
and direction of the Fund's Board of Directors.

(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's Board of
Directors or the Adviser may request from time to time or as the Sub-Adviser
may deem to be desirable. The Sub-Adviser shall make recommendations to the
Fund's Board of Directors with respect to Portfolios' policies, and shall carry
out such policies as are adopted by the Directors. The Sub-Adviser shall,
subject to review by the Board of Directors, furnish such other services as the
Sub-Adviser shall from time to time determine to be necessary or useful to
perform its obligations under this Agreement and which are not otherwise
furnished by the Adviser.

(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolios' accounts with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are advantageous to the
Portfolios and at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Portfolios and/or the other
accounts over which the Sub-Adviser, Adviser or their affiliates exercise
investment discretion. The Sub-Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for executing a
portfolio transaction for a Portfolio which is in excess of the amount of
commission another 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 broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Sub-Adviser and its affiliates have with respect to accounts over
which they exercise investment discretion. The Directors of the Fund shall
periodically review the commissions paid by the Portfolios to determine if the
commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolios.

2. As compensation for the services to be furnished by the Sub-Adviser
hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50%
of the sub-advisory fee that the Investment Manager is obligated to pay the
Adviser under the Sub-Advisory Agreement in respect of that portion of the
Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall
not be reduced to reflect expense reimbursements or fee waivers by the Adviser,
if any, in effect from time to time.

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3. It is understood that Directors, officers, and shareholders of the Fund
are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and stockholders
of the Adviser or the Sub-Adviser are or may be or become similarly interested
in the Fund, and that the Adviser or the Sub-Adviser may be or become
interested in the Fund as a shareholder or otherwise.

4. It is understood that each Portfolio will pay all its expenses other than
those expressly stated to be payable by the Sub-Adviser hereunder or by the
Adviser under the Sub-Advisory Agreement.

5. The Services of the Sub-Adviser to the Adviser are not to be deemed to be
exclusive, the Sub-Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and activities
do not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Adviser's ability to meet all of its obligations with respect to
rendering investment advice hereunder. The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the Adviser or the
Fund.

6. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser,
the Investment Manager, the Fund or to any shareholder of the Portfolios for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security.

7. (a) Subject to prior termination as provided in sub-paragraph (d) of this
paragraph 7 for each Portfolio, this Agreement shall continue in force for two
years, and indefinitely thereafter, but only so long as the continuance after
such period shall be specifically approved at least annually by vote of the
Fund's Board of Directors or by vote of a majority of the outstanding voting
securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or interpreted by any
applicable order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or interpretive releases
of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 7, the terms of any continuance or modification of the Agreement must
have been approved by the vote of a majority of those Directors of the Fund who
are not parties to such Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval.

B-3

(d) Either the Adviser, the Sub-Adviser or the Portfolios may, at any time
on sixty (60) days' prior written notice to the other parties, terminate this
Agreement, without payment of any penalty, by action of its Board of Directors,
or by vote of a majority of its outstanding voting securities. This Agreement
shall terminate automatically upon the termination of the Sub-Advisory
Agreement. This Agreement shall terminate automatically in the event of its
assignment.

8. The Sub-Adviser agrees that any obligations of the Fund or a Portfolio
arising in connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation from the
Directors or any individual Director.

9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAWS PROVISIONS THEREOF.

The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.

Fidelity Management &
ResearchCompany

By:
------------------------------
Name:
Title:

FMR Co., Inc.

By:
------------------------------
Name:
Title:

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PROXY CARD TRAVELERS SERIES FUND INC- PROXY CARD

ALLIANCE GROWTH PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 20, 2003 AT 2:00 P.M.

The undersigned holder of shares of the above-referenced Portfolio (the
"Portfolio"), a series of Travelers Series Fund Inc., hereby appoints R. Jay
Gerken, Christina T. Sydor and Judith C. Loomis attorneys and proxies for the
undersigned 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 The Citigroup Center, 153 East 53rd Street, 14th
Floor, New York, New York 10048 on August 20, 2003 at 2:00 P.M., and at any
adjournment or adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice of Special Meeting and Proxy Statement dated July 21, 2003 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. This proxy, if properly executed, will be
voted in the manner directed herein by the undersigned shareholder. IF NO
DIRECTION IS MADE, THIS CARD WILL BE VOTED FOR APPROVAL OF THE PROPOSALS.

VOTE VIA THE FACSIMILE: 1-888-796-9932
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
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CONTROL NUMBER: 999 9999 9999 999
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Note: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy.
When signing as an attorney, executor, administrator,
trustee guardian or corporate officer, please give
your full title.

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Signature(s) Title(s), if applicable

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Date TSF_13481

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: []

FOR AGAINST ABSTAIN
1A. To approve a new Sub-Advisory Agreement. [ ] [ ] [ ]

1B. To approve a new Sub-Sub Advisory Agreement [ ] [ ] [ ]

2. To approve a change in the Portfolio's investment objective. [ ] [ ] [ ]

3. To transact any other business which may properly come before the Meeting
or any adjournment thereof.

VOTE THIS CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS.

NOTE: YOUR CARD IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.