UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-8372
Travelers Series Fund Inc.
(Exact name of registrant as specified in charter)
125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 451-2010
Date of fiscal year end: October 31
Date of reporting period: October 31, 2003
ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
TRAVELERS SERIES FUND INC.
SMITH BARNEY
AGGRESSIVE GROWTH PORTFOLIO
SMITH BARNEY
MID CAP CORE PORTFOLIO
ANNUAL REPORT | OCTOBER 31, 2003
NOT FDIC INSURED . NOT BANK GUARANTEED . MAY LOSE VALUE
WHAT'S INSIDE
Letter from the Chairman...................... 1
Manager Overview:
Smith Barney Aggressive Growth Portfolio..... 3
Smith Barney Mid Cap Core Portfolio.......... 5
Fund Performance:
Smith Barney Aggressive Growth Portfolio..... 8
Smith Barney Mid Cap Core Portfolio.......... 10
Schedules of Investments...................... 12
Statements of Assets and Liabilities.......... 20
Statements of Operations...................... 21
Statements of Changes in Net Assets........... 22
Notes to Financial Statements................. 24
Financial Highlights.......................... 30
Independent Auditors' Report.................. 32
Additional Information........................ 33
LETTER FROM THE CHAIRMAN
[PHOTO]
R. JAY GERKEN, CFA
Chairman, President and Chief Executive Officer
Dear Shareholder,
Historically low interest rates and the federal tax cut helped stimulate the
economy and the stock market during the funds' fiscal year ended October 31,
2003. Despite a reluctance by businesses to hire and to make capital
expenditures, and despite continued concerns about terrorism and ongoing
violence in Iraq, the global economy and the U.S. economy showed positive signs
this past year. The stock market rebounded strongly, particularly those stocks
that are most volatile and those whose prices may have fallen the farthest
during the bear market that lasted roughly from Spring 2000 through Fall 2002.
This strength was particularly notable among mid-cap and small-cap stocks.
For a more detailed review of how your fund performed within this market
environment, continue reading this report. As always, thank you for entrusting
your assets to us. We look forward to helping you continue to meet your
financial goals.
Sincerely,
/s/ R. Jay Gerken
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
November 21, 2003
1 Travelers Series Fund Inc. | 2003 Annual Report
PERFORMANCE OF THE FUNDS
AS OF OCTOBER 31, 2003/1/
6 Months 12 Months
Smith Barney Aggressive Growth Portfolio 15.45% 25.74%
Russell 3000 Growth Index/2/ 18.06% 23.36%
Average of Lipper variable multi-cap growth funds/3/ 21.85% 27.50%
Smith Barney Mid Cap Core Portfolio 20.72% 22.28%
S&P MidCap 400 Index/4/ 25.61% 30.61%
Average of Lipper variable mid-cap growth funds/5/ 25.61% 31.04%
/1/The performance returns set forth above do not reflect the reduction of
initial charges and expenses imposed in connection with investing in
variable annuity contracts such as administrative fees, account charges and
surrender charges, which if reflected, would reduce the performance of the
funds. Past performance is not indicative of future results.
/2/The Russell 3000 Growth Index measures the performance of those Russell 3000
Index companies with higher price-to-book ratios and higher forecasted
growth values. Please note that an investor cannot invest directly in an
index.
/3/Lipper Inc. is a major independent mutual-fund tracking organization.
Returns are based on the period ended October 31, 2003, calculated among 105
funds for the six-month period and among 104 funds for the 12-month period
in the fund's Lipper peer group including the reinvestment of dividends and
capital gains.
/4/The S&P MidCap 400 Index is a market-value weighted index consisting of 400
domestic stocks chosen for market size, liquidity, and industry group
representation. Please note that an investor cannot invest directly in an
index.
/5/Returns are based on the period ended October 31, 2003 calculated among 119
funds for the six-month period and among 115 funds for the 12-month period,
in the fund's Lipper peer group including the reinvestment of dividends and
capital gains.
2 Travelers Series Fund Inc. | 2003 Annual Report
MANAGER OVERVIEW
Smith Barney Aggressive Growth Portfolio
Performance Review
For the 12 months ended October 31, 2003, the fund returned 25.74%. The fund
outperformed the Russell 3000 Growth Index,/i/ which returned 23.36% for the
same period. The fund's strength was broad-based, with particularly good
performance demonstrated by its healthcare and financial services securities as
well as by select technology holdings. Past performance is no guarantee of
future results.
Market Overview
Rarely does history repeat itself in the stock market, yet there are remarkable
similarities between the performance of stocks before and after the Iraq
confrontations in 1991 and 2003. In both cases, the equity markets declined
prior to the onset of armed conflict due, at least in part, to a sharp rise in
the price of crude oil. Traders feared a possible disruption to energy supplies
during the fighting. When it became evident, in both instances, that the United
States would prevail with little to no disruption to energy supplies, the stock
market staged a strong rally and the price of oil declined. The U.S. economy
was in recession prior to the conflict in 1991, aggravated by the surge in
energy prices following Iraq's occupation of Kuwait. In early 2003, while no
longer officially in recession, the U.S. economy was again quite weak, having
never fully recovered from the terrorist strikes in 2001 and effects of the
unwinding of the speculative stock market bubble of the late 1990s. In both
cases, the quick victories in Iraq led to economic and stock market rebounds.
The 2003 stock market rally's seeds were sown last summer. The Fed has remained
extremely accommodative, having cut short-term interest rates 13 times since
2000. It has also indicated to the markets that it intends to keep short-term
rates low for an extended period to ensure that economic growth will not just
resume, but will be sustained. Long-term interest rates rose sharply during the
summer following a plunge to the lowest levels seen in two generations. The
steepening of the yield curve is a normal consequence of an improving tone in
the economy.
3 Travelers Series Fund Inc. | 2003 Annual Report
Fund Performance/1/
During the last 12 months, we continued to use a bottom-up,/ii/ buy-and-hold
strategy. We sought to identify true growth companies, whose success is not
overly reliant on the traditional business cycle. Following weak performance
into the July 2002 lows, biotechnology and other healthcare securities staged
strong recoveries and were contributors to the fund's performance. Positive
contributors to performance included Genzyme Corp., Amgen Inc. and Chiron Corp.
In the financial sector, the Fed's low interest rates and the equity market's
recovery helped improve the earnings and stock prices of Merrill Lynch & Co.,
Inc. and Lehman Brothers Holdings Inc.
Two securities, which detracted from results in the past year were IDEC
Pharmaceuticals Corp. and Micron Technology, Inc. In July, IDEC announced a
merger agreement of equals with Biogen Inc., which will create the world's
third largest independent biotechnology company. Micron underperformed because
of weakness in the price of computer memory.
Thank you for your investment in the Smith Barney Aggressive Growth Portfolio.
We appreciate that you have entrusted us to manage your money and value our
relationship with you.
Sincerely,
/s/ Richard A. Freeman
Richard A. Freeman
Portfolio Manager
November 21, 2003
/1/The fund's top 10 holdings as of October 31, 2003 were UnitedHealth Group
Inc. (5.19%), Lehman Brothers Holdings Inc. (5.08%), Forest Laboratories,
Inc. (5.08%), Chiron Corp. (4.98%), Amgen Inc. (4.84%), Genzyme Corp.
(4.75%), Comcast Corp., Special Class A Shares (4.26%), Merrill Lynch & Co.,
Inc. (3.84%), Weatherford International Ltd. (3.54%) and Cablevision Systems
NY Group, Class A Shares (3.46%).
4 Travelers Series Fund Inc. | 2003 Annual Report
MANAGER OVERVIEW
Smith Barney Mid Cap Core Portfolio
Performance Update
For the 12 months ended October 31, 2003, the fund returned 22.28%. The fund
underperformed its unmanaged benchmark, the S&P MidCap 400 Index ("MidCap
Index"),/iii/ which returned 30.61% for the same period. The fund
underperformed mainly because it did not own many of the MidCap Index's
smallest companies. During this period, the smallest quintile (one-fifth) of
the MidCap Index gained an average of about 60%. The largest company in this
quintile had a market value of approximately $800 million; the fund typically
invests in companies whose market capitalizations range from $1 billion to $10
billion.
Market Overview
Early this year, the economy did not show any clear sign of improvement and the
stock market was near multi-year lows. Eventually, aggressive monetary and
fiscal policies and the winding down of excess inventory and capacity began to
slowly ease the pressure on corporate earnings. Because expenses were carefully
controlled during the economic downturn, corporations were able to convert
modest revenue increases into positive earnings surprises in the second and
third calendar quarters. This set up a dramatic bounce in the equity markets,
which began in March. However, in spite of a sense of trepidation by individual
investors, institutional investors emphasized the companies with the greatest
operating and financial leverage coming off the bottom. This could well have to
do with hedge funds covering short positions and moving to a net long position
as many of the worst performing stocks over the previous three years turned in
huge performance gains.
We feel that a transition in leadership is starting to take hold, replacing the
more volatile lower quality and micro-cap stocks that led earlier this year.
Our strategy of focusing on established, well-positioned mid-cap companies with
strong franchises and consistent growth was not in favor during the period.
We continue to use a methodical approach in managing the portfolio, emphasizing
stock selection and diversification while managing risk. We look for companies
with clearly-stated objectives and strategies, long-term viable business models
and successful historical execution. We believe companies with strong balance
sheets generating healthy cash flows with recognized franchise positions
5 Travelers Series Fund Inc. | 2003 Annual Report
will be well positioned to drive shareholder value through investment,
acquisitions, share buybacks or dividends.
Fund Performance/2/
The biggest contributor to the fund's performance for the period was the fund's
position in Gilead Sciences, Inc. The other two top contributors were Doral
Financial Corp. and VERITAS Software Corp. Gilead is a biopharmaceutical
company with several marketed products for the treatment of infectious disease,
including Viread and Emtriva for HIV, Hepsera for hepatitis, and Tamiflu for
the treatment of influenza. The company benefited from strong sales of Viread.
Doral Financial is the largest mortgage bank and the fastest growing commercial
bank in Puerto Rico. Veritas Software enables customers to protect, manage and
access their business-critical information and data assets.
The fund's underperformance was due partly to stock selection in addition to
the lack of representation in the MidCap Index's smaller companies;
specifically the fund's positions in IDEC Pharmaceuticals Corp., Universal
Health Services, Inc. and L-3 Communications Holdings, Inc. IDEC
Pharmaceutical, in the healthcare sector, was the largest single detractor from
fund performance during the period. IDEC engages in the discovery, development
and commercialization of drugs for the treatment of cancer and autoimmune and
inflammatory diseases. Its main product, Rituxan, is used to treat certain
non-Hodgkin's lymphomas. The stock underperformed due to several factors:
Slower than expected uptake of Zevalin, fears that Rituxan growth would slow if
the results of clinical trials were negative, and poor investor reaction to
IDEC's merger with Biogen. These negative factors, however, were somewhat
offset by the stock's valuation.
Universal Health Services operates facilities nationwide and in France
including medical, surgical acute care and behavioral health hospitals,
ambulatory surgery, and radiation therapy centers. The stock's performance was
negatively affected earlier this year when the company's chief financial
officer abruptly resigned. In addition, during the year, hospital stocks were
hurt by sector rotation as investors focused on sectors that were more
sensitive to the economy's growth potential.
/2/The fund's top 10 holdings as of October 31, 2003 were: AMBAC Financial
Group, Inc. (2.05%), M&T Bank Corp. (1.83%), Marvel Enterprises, Inc.
(1.79%), Bowater Inc. (1.78%), VERITAS Software Corp. (1.71%), Investors
Financial Services Corp. (1.69%), Gilead Sciences, Inc. (1.68%),
Williams-Sonoma, Inc. (1.65%), Murphy Oil Corp. (1.58%) and Integrated
Device Technology, Inc. (1.52%).
6 Travelers Series Fund Inc. | 2003 Annual Report
Thank you for your investment in the Smith Barney Mid Cap Core Portfolio. We
appreciate that you have entrusted us to manage your money and value our
relationship with you.
Sincerely,
/s/ Lawrence Weissman
Lawrence B. Weissman, CFA
Portfolio Manager
November 21, 2003
The information provided is not intended to be a forecast of future events, a
guarantee of future results or investment advice. Views expressed may differ
from those of the firm as a whole.
Portfolio holdings and breakdowns are as of October 31, 2003 and are subject to
change. Please refer to pages 12 through 19 for a list and percentage breakdown
of the funds' holdings.
/i/The Russell 3000 Growth Index measures the performance of those Russell 3000
Index companies with higher price-to-book ratios and higher forecasted
growth values. Please note that an investor cannot invest directly in an
index.
/ii/Bottom-up investing is a search for outstanding performance of individual
stocks before considering the impact of economic trends.
/iii/The S&P MidCap 400 Index is a market-value weighted index consisting of
400 domestic stocks chosen for market size, liquidity, and industry group
representation. Please note that an investor cannot invest directly in an
index.
Additional Information About Your Fund
The Funds' Manager and some of its affiliates have received requests for
information from various government regulators regarding market timing, late
trading, fees and other mutual fund issues in connection with various
investigations. The Manager and its affiliates are responding to those
information requests, but are not in a position to predict the outcome of these
requests and investigations.
7 Travelers Series Fund Inc. | 2003 Annual Report
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO
AVERAGE ANNUAL TOTAL RETURNS+ (UNAUDITED)
Twelve Months Ended 10/31/03 25.74%
- -----------------------------------
11/1/99* through 10/31/03 3.42
- -----------------------------------
CUMULATIVE TOTAL RETURN+ (UNAUDITED)
11/1/99* through 10/31/03 14.39%
- ------------------------------------------------------------------------------
+ Assumes the reinvestment of all dividends and capital gain distributions.
Total returns do not reflect expenses associated with the separate
account such as administrative fees, account charges and surrender
charges which, if reflected, would reduce the total returns for all
periods shown.
* Commencement of operations.
8 Travelers Series Fund Inc. | 2003 Annual Report
HISTORICAL PERFORMANCE (UNAUDITED)
Value of $10,000 Invested in Shares of the
Smith Barney Aggressive Growth Portfolio vs.
Russell 3000 Growth Index+
- --------------------------------------------------------------------------------
November 1999 -- October 2003
[CHART]
Smith Barney Russell
Aggressive 3000 Growth
Growth Portfolio Index
----------------- -----------------
11/1/99 $10,000 $10,000
10/00 15,041 10,980
10/01 12,329 6,661
10/02 9,097 5,347
10/31/03 11,439 6,596
+Hypothetical illustration of $10,000 invested in shares of the Smith Barney
Aggressive Growth Portfolio on November 1, 1999 (commencement of operations),
assuming reinvestment of dividends and capital gains, if any, at net asset
value through October 31, 2003. The Russell 3000 Growth Index measures the
performance of those Russell 3000 Index companies with higher price-to-book
ratios and higher forecasted growth values. The Index is unmanaged and is not
subject to the same management and trading expenses as a mutual fund. Please
note that an investor cannot invest directly in an index.
All figures represent past performance and are not a guarantee of future
results. The performance data represents past performance, including the
investment return and principal value of an investment, which will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. The graph does not reflect expenses associated with the
separate account such as administrative fees, account charges and surrender
charges which, if reflected, would reduce the performance shown.
9 Travelers Series Fund Inc. | 2003 Annual Report
SMITH BARNEY MID CAP CORE PORTFOLIO
AVERAGE ANNUAL TOTAL RETURNS+ (UNAUDITED)
Twelve Months Ended 10/31/03 22.28%
- -----------------------------------
11/1/99* through 10/31/03 5.57
- -----------------------------------
CUMULATIVE TOTAL RETURN+ (UNAUDITED)
11/1/99* through 10/31/03 24.21%
- ---------------------------------------------------------------------------
+ Assumes the reinvestment of all dividends and capital gain distributions.
Performance figures may reflect fee waivers and/or expense reimbursements.
Past performance is no guarantee of future results. In the absence of fee
waivers and/or expense reimbursements, the total return would be reduced.
Total returns do not reflect expenses associated with the separate account
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the total returns for all periods shown.
* Commencement of operations.
10 Travelers Series Fund Inc. | 2003 Annual Report
HISTORICAL PERFORMANCE (UNAUDITED)
Value of $10,000 Invested in Shares of the
Smith Barney Mid Cap Core Portfolio vs.
the S&P MidCap 400 Index+
- --------------------------------------------------------------------------------
November 1999 -- October 2003
[CHART]
Smith Barney S&P MidCap
Mid Cap Core Portfolio 400 Index
--------------------------- ------------
11/1/99 $10,000 $10,000
10/00 14,236 13,016
10/01 10,881 11,395
10/02 10,158 10,853
10/31/03 12,421 14,175
+Hypothetical illustration of $10,000 invested in shares of the Smith Barney
Mid Cap Core Portfolio on November 1, 1999 (commencement of operations),
assuming reinvestment of dividends and capital gains, if any, at net asset
value through October 31, 2003. The S&P MidCap 400 Index is a widely
recognized index of 400 medium-capitalization stocks. Figures for the S&P
MidCap 400 Index include reinvestment of dividends. The Index is unmanaged and
is not subject to the same management and trading expenses as a mutual fund.
Please note that an investor cannot invest directly in an index.
All figures represent past performance and are not a guarantee of future
results. The performance data represents past performance, including the
investment return and principal value of an investment, which will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. Performance figures may reflect fee waivers and/or
expense reimbursements. In the absence of fee waivers and/or expense
reimbursements, the total return would be reduced. The graph does not reflect
expenses associated with the separate account such as administrative fees,
account charges and surrender charges which, if reflected, would reduce the
performance shown.
11 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS OCTOBER 31, 2003
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO
SHARES SECURITY VALUE
- -----------------------------------------------------------
COMMON STOCK -- 88.5%
Aerospace & Defense -- 2.1%
278,800 L-3 Communications Holdings, Inc.* $ 13,031,112
- -----------------------------------------------------------
Banks -- 0.4%
33,000 Astoria Financial Corp. 1,143,120
54,900 Roslyn Bancorp, Inc. 1,479,006
- -----------------------------------------------------------
2,622,126
- -----------------------------------------------------------
Biotechnology -- 21.9%
1,400 Albany Molecular Research, Inc.* 20,580
162,500 Alkermes, Inc.* 2,107,625
488,745 Amgen Inc.* 30,184,891
110,150 CancerVax Corp.* 1,417,630
568,850 Chiron Corp.* 31,076,275
43,200 Genentech, Inc.* 3,541,104
645,168 Genzyme Corp.* 29,613,211
478,806 IDEC Pharmaceuticals Corp.*+ 16,820,455
215,775 ImClone Systems Inc.* 7,498,181
224,750 Isis Pharmaceuticals, Inc.* 1,494,588
663,905 Millennium Pharmaceuticals, Inc.* 10,569,368
2,300 Nabi Biopharmaceuticals* 25,369
173,000 Nanogen, Inc.* 576,090
800 Tularik Inc. * 10,056
229,400 Vertex Pharmaceuticals Inc.* 3,009,728
- -----------------------------------------------------------
137,965,151
- -----------------------------------------------------------
Commingled Fund -- 1.3%
225,000 Nasdaq-100 Index Tracking Stock* 7,915,500
- -----------------------------------------------------------
Communications Equipment -- 2.9%
161,100 C-COR.net Corp.* 1,623,888
760,000 Motorola, Inc. 10,282,800
384,325 Nokia Oyj, Sponsored ADR 6,529,682
- -----------------------------------------------------------
18,436,370
- -----------------------------------------------------------
Computers & Peripherals -- 2.5%
509,076 Maxtor Corp.* 6,959,069
242,000 Quantum Corp.* 752,620
100,000 SanDisk Corp.* 8,060,000
- -----------------------------------------------------------
15,771,689
- -----------------------------------------------------------
Diversified Financials -- 10.3%
72,725 CIT Group Inc. 2,445,014
440,300 Lehman Brothers Holdings Inc. 31,701,600
See Notes to Financial Statements.
12 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO
SHARES SECURITY VALUE
- ----------------------------------------------------------------------
Diversified Financials -- 10.3% (continued)
404,400 Merrill Lynch & Co., Inc. $ 23,940,480
2,415 National Financial Partners Corp.* 65,446
153,010 Neuberger Berman Inc. 6,632,984
- ----------------------------------------------------------------------
64,785,524
- ----------------------------------------------------------------------
Diversified Telecommunication Services -- 0.2%
71,000 AT&T Corp. 1,319,890
- ----------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.1%
12,400 Excel Technology, Inc.* 349,060
- ----------------------------------------------------------------------
Energy Equipment & Services -- 4.7%
165,800 Core Laboratories N.V.* 2,538,398
453,150 Grant Prideco, Inc.* 5,138,721
636,450 Weatherford International Ltd.* 22,116,638
- ----------------------------------------------------------------------
29,793,757
- ----------------------------------------------------------------------
Healthcare Equipment & Supplies -- 0.2%
55,100 Biosite Inc.* 1,421,580
5,400 Cygnus, Inc.* 1,188
- ----------------------------------------------------------------------
1,422,768
- ----------------------------------------------------------------------
Healthcare Providers & Services -- 5.1%
636,000 UnitedHealth Group Inc. 32,359,680
- ----------------------------------------------------------------------
Industrial Conglomerates -- 2.7%
812,412 Tyco International Ltd. 16,963,163
- ----------------------------------------------------------------------
Internet Software & Services -- 0.0%
25,000 ParthusCeva, Inc.* 184,750
- ----------------------------------------------------------------------
Machinery -- 0.5%
135,000 Pall Corp. 3,159,000
- ----------------------------------------------------------------------
Media -- 15.0%
1,068,275 Cablevision Systems NY Group, Class A Shares* 21,579,155
114,842 Comcast Corp., Class A Shares* 3,895,441
815,260 Comcast Corp., Special Class A Shares* 26,593,781
1,486,400 Liberty Media Corp., Class A Shares* 14,997,776
1,030,367 Time Warner Inc.* 15,754,311
274,699 Viacom Inc., Class B Shares 10,952,249
34,600 World Wrestling Entertainment, Inc. 387,174
- ----------------------------------------------------------------------
94,159,887
- ----------------------------------------------------------------------
Pharmaceuticals -- 9.1%
633,800 Forest Laboratories, Inc.* 31,696,338
280,000 ICN Pharmaceuticals, Inc. 5,406,800
189,448 Johnson & Johnson 9,534,918
541,666 King Pharmaceuticals, Inc.* 7,258,324
See Notes to Financial Statements.
13 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO
SHARES SECURITY VALUE
- -------------------------------------------------------------------------------------------------
Pharmaceuticals -- 9.1% (continued)
12,189 Pfizer Inc. $ 385,172
101,200 SICOR Inc.* 2,712,160
- -------------------------------------------------------------------------------------------------
56,993,712
- -------------------------------------------------------------------------------------------------
Semiconductor Equipment & Products -- 6.8%
125,000 Cabot Microelectronics Corp.* 7,125,000
229,000 Cirrus Logic, Inc.* 1,868,640
115,000 Cree, Inc.* 2,042,400
75,000 DSP Group, Inc.* 1,791,000
277,334 Intel Corp. 9,165,889
654,300 Micron Technology, Inc.* 9,382,662
470,000 RF Micro Devices, Inc.* 5,503,700
10,300 Standard Microsystems Corp.* 309,000
241,091 Teradyne, Inc.* 5,492,053
- -------------------------------------------------------------------------------------------------
42,680,344
- -------------------------------------------------------------------------------------------------
Software -- 1.1%
92,000 Advent Software, Inc.* 1,684,520
100,000 Autodesk, Inc. 1,925,000
32,264 Microsoft Corp. 843,704
105,000 RSA Security Inc.* 1,361,850
75,000 Verity, Inc.* 1,053,750
- -------------------------------------------------------------------------------------------------
6,868,824
- -------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 1.6%
1,409,360 AT&T Wireless Services Inc.* 10,217,860
- -------------------------------------------------------------------------------------------------
TOTAL COMMON STOCK
(Cost -- $625,823,460) 557,000,167
- -------------------------------------------------------------------------------------------------
FACE
AMOUNT SECURITY VALUE
- -------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 11.5%
$72,511,000 Goldman, Sachs & Co., 0.960% due 11/3/03; Proceeds at maturity --
$72,516,801; (Fully collateralized by U.S. Treasury Bonds and Inflation
Indexed Notes, 3.375% to 13.875% due 5/15/11 to 4/15/32; Market
value -- $73,961,383) (Cost -- $72,511,000) 72,511,000
- -------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100.0%
(Cost -- $698,334,460**) $629,511,167
- -------------------------------------------------------------------------------------------------
* Non-income producing security.
+ Subsequent to the reporting period, the company changed its name to Biogen
Idec Inc. due to a merger.
** Aggregate cost for Federal income tax purposes is $699,658,959.
See Notes to Financial Statements.
14 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY MID CAP CORE PORTFOLIO
SHARES SECURITY VALUE
- -------------------------------------------------------------------
COMMON STOCK -- 94.5%
Aerospace & Defense -- 1.0%
17,580 Alliant Techsystems Inc.* $ 909,941
- -------------------------------------------------------------------
Air Freight & Couriers -- 1.7%
26,825 CH Robinson Worldwide, Inc. 1,051,004
10,875 Expeditors International of Washington, Inc. 408,247
- -------------------------------------------------------------------
1,459,251
- -------------------------------------------------------------------
Banks -- 5.0%
39,575 Banknorth Group, Inc. 1,239,489
16,970 M&T Bank Corp. 1,593,483
32,395 National Commerce Financial Corp. 889,891
10,350 Zions Bancorp. 634,352
- -------------------------------------------------------------------
4,357,215
- -------------------------------------------------------------------
Biotechnology -- 3.4%
26,680 Gilead Sciences, Inc.* 1,456,194
26,050 IDEC Pharmaceuticals Corp.*+ 915,136
22,000 MedImmune, Inc.* 586,520
- -------------------------------------------------------------------
2,957,850
- -------------------------------------------------------------------
Building Products -- 1.1%
10,235 American Standard Cos. Inc.* 979,489
- -------------------------------------------------------------------
Chemicals -- 1.2%
22,200 Valspar Corp. 1,058,940
- -------------------------------------------------------------------
Commercial Services & Supplies -- 2.5%
20,550 DST Systems, Inc.* 777,201
17,050 Manpower Inc. 791,120
16,774 Weight Watchers International, Inc.* 618,961
- -------------------------------------------------------------------
2,187,282
- -------------------------------------------------------------------
Communications Equipment -- 1.2%
94,850 3Com Corp.* 682,920
75,950 ADC Telecommunications, Inc.* 193,672
32,175 CIENA Corp.* 206,242
- -------------------------------------------------------------------
1,082,834
- -------------------------------------------------------------------
Computers & Peripherals -- 0.8%
25,550 Electronics for Imaging, Inc.* 692,405
- -------------------------------------------------------------------
Construction & Engineering -- 1.4%
26,520 Jacobs Engineering Group Inc.* 1,228,406
- -------------------------------------------------------------------
See Notes to Financial Statements.
15 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY MID CAP CORE PORTFOLIO
SHARES SECURITY VALUE
-------------------------------------------------------------------
Containers & Packaging -- 1.9%
29,750 Pactiv Corp.* $ 655,988
62,325 Smurfit-Stone Container Corp.* 966,038
-------------------------------------------------------------------
1,622,026
-------------------------------------------------------------------
Diversified Financials -- 4.1%
9,725 The First Marblehead Corp.* 215,409
41,470 Investors Financial Services Corp. 1,465,135
8,975 Jefferies Group, Inc. 278,225
2,120 National Financial Partners Corp.* 57,452
34,050 Providian Financial Corp.* 378,296
55,232 Waddell & Reed Financial, Inc., Class A Shares 1,225,046
-------------------------------------------------------------------
3,619,563
-------------------------------------------------------------------
Electric Utilities -- 1.7%
20,675 Puget Energy, Inc. 469,943
29,925 Wisconsin Energy Corp. 980,044
-------------------------------------------------------------------
1,449,987
-------------------------------------------------------------------
Electrical Equipment -- 0.8%
23,750 Rockwell Automation, Inc. 737,438
-------------------------------------------------------------------
Electronic Equipment & Instruments -- 1.8%
15,850 Diebold, Inc. 904,401
23,275 Jabil Circuit, Inc.* 648,209
-------------------------------------------------------------------
1,552,610
-------------------------------------------------------------------
Energy Equipment & Services -- 3.2%
18,165 Cooper Cameron Corp.* 777,825
27,550 GlobalSantaFe Corp. 620,150
15,975 Nabors Industries, Ltd.* 603,855
20,500 Smith International, Inc.* 763,215
-------------------------------------------------------------------
2,765,045
-------------------------------------------------------------------
Food & Drug Retailing -- 1.3%
23,580 Performance Food Group Co.* 878,355
22,900 Wild Oats Markets, Inc.* 237,702
-------------------------------------------------------------------
1,116,057
-------------------------------------------------------------------
Food Products -- 0.8%
29,540 Hormel Foods Corp. 729,343
-------------------------------------------------------------------
Gas Utilities -- 0.7%
36,150 Southern Union Co.* 636,602
-------------------------------------------------------------------
See Notes to Financial Statements.
16 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY MID CAP CORE PORTFOLIO
SHARES SECURITY VALUE
---------------------------------------------------------------------
Healthcare Equipment & Supplies -- 2.0%
17,975 DENTSPLY International Inc. $ 794,315
16,050 St. Jude Medical, Inc.* 933,468
---------------------------------------------------------------------
1,727,783
---------------------------------------------------------------------
Healthcare Providers & Services -- 3.3%
25,675 Caremark Rx, Inc.* 643,159
12,550 Henry Schein, Inc.* 778,728
18,565 Lincare Holdings Inc.* 722,921
15,680 Universal Health Services, Inc., Class B Shares* 737,744
---------------------------------------------------------------------
2,882,552
---------------------------------------------------------------------
Hotels, Restaurants & Leisure -- 0.5%
19,400 Landry's Restaurants, Inc. 485,582
---------------------------------------------------------------------
Household Durables -- 2.2%
10,650 Fortune Brands, Inc. 693,847
8,375 Lennar Corp., Class A Shares 769,244
6,600 Mohawk Industries, Inc.* 489,192
---------------------------------------------------------------------
1,952,283
---------------------------------------------------------------------
Insurance -- 5.3%
25,165 Ambac Financial Group, Inc. (a)(b) 1,780,172
22,085 IPC Holdings, Ltd. 827,083
3,580 Old Republic International Corp. 128,665
14,425 PartnerRe Ltd. 782,845
1,300 The PMI Group, Inc. 49,699
33,575 Willis Group Holdings Ltd. 1,118,048
---------------------------------------------------------------------
4,686,512
---------------------------------------------------------------------
Internet Software & Services -- 0.5%
53,700 CNET Networks, Inc.* 437,118
---------------------------------------------------------------------
Leisure Equipment & Products -- 1.8%
52,925 Marvel Enterprises, Inc.* 1,558,641
---------------------------------------------------------------------
Machinery -- 5.1%
9,125 Eaton Corp. 914,690
27,455 IDEX Corp. 1,020,777
18,800 Navistar International Corp.* 760,084
44,150 Pall Corp. 1,033,110
15,350 SPX Corp.* 738,642
---------------------------------------------------------------------
4,467,303
---------------------------------------------------------------------
Media -- 6.7%
2,450 Citadel Broadcasting Co.* 48,265
13,710 The E.W. Scripps Co., Class A Shares 1,273,796
19,625 Getty Images, Inc.* 877,238
See Notes to Financial Statements.
17 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY MID CAP CORE PORTFOLIO
SHARES SECURITY VALUE
- --------------------------------------------------------------------
Media -- 6.7% (continued)
15,730 Imax Corp.* $ 142,341
18,200 Meredith Corp. 883,064
9,450 Pixar, Inc.* 650,254
32,285 Univision Communications Inc., Class A Shares* 1,096,076
1,183 The Washington Post Co., Class B Shares 872,356
- --------------------------------------------------------------------
5,843,390
- --------------------------------------------------------------------
Metals & Mining -- 0.5%
13,950 Inco Ltd.* 463,140
- --------------------------------------------------------------------
Oil & Gas -- 2.5%
23,195 Murphy Oil Corp. 1,368,041
20,440 Newfield Exploration Co.* 812,081
- --------------------------------------------------------------------
2,180,122
- --------------------------------------------------------------------
Paper & Forest Products -- 1.8%
37,875 Bowater Inc. (a) 1,546,436
- --------------------------------------------------------------------
Personal Products -- 2.2%
17,580 Alberto-Culver Co., Class A Shares 1,114,396
21,950 The Estee Lauder Cos., Inc., Class A Shares 820,710
- --------------------------------------------------------------------
1,935,106
- --------------------------------------------------------------------
Pharmaceuticals -- 1.1%
15,700 Medicis Pharmaceutical Corp., Class A Shares 994,595
- --------------------------------------------------------------------
Real Estate -- 0.5%
13,747 The St. Joe Co. 454,201
- --------------------------------------------------------------------
Road & Rail -- 0.9%
32,975 Heartland Express, Inc. 819,099
- --------------------------------------------------------------------
Semiconductor Equipment & Products -- 4.9%
18,580 Actel Corp.* 501,288
50,775 ASML Holding N.V., New York Registered Shares* 891,101
83,950 Integrated Device Technology, Inc.* 1,318,015
15,800 International Rectifier Corp.* 754,134
27,425 Lam Research Corp.* 788,194
- --------------------------------------------------------------------
4,252,732
- --------------------------------------------------------------------
Software -- 9.5%
10,925 Adobe Systems, Inc. 478,952
42,125 Amdocs Ltd.* 904,002
91,075 BEA Systems, Inc.* 1,265,942
24,930 Mercury Interactive Corp.* 1,157,749
67,950 Novell, Inc.* 398,866
86,850 Quest Software, Inc.* 1,294,065
36,900 Siebel Systems, Inc.* 464,571
See Notes to Financial Statements.
18 Travelers Series Fund Inc. | 2003 Annual Report
SCHEDULES OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003
SMITH BARNEY MID CAP CORE PORTFOLIO
SHARES SECURITY VALUE
- ---------------------------------------------------------------------------------------------
Software -- 9.5% (continued)
22,450 Take-Two Interactive Software, Inc.* $ 887,898
41,115 VERITAS Software Corp.* 1,486,307
- ---------------------------------------------------------------------------------------------
8,338,352
- ---------------------------------------------------------------------------------------------
Specialty Retail -- 4.5%
9,300 Abercrombie & Fitch Co., Class A Shares* 265,050
15,500 CarMax, Inc.* 488,405
33,265 Christopher & Banks Corp. 971,338
30,675 PETsMART, Inc. 785,587
40,675 Williams-Sonoma, Inc.* 1,437,048
- ---------------------------------------------------------------------------------------------
3,947,428
- ---------------------------------------------------------------------------------------------
Textiles & Apparel -- 0.0%
1,205 Carter's, Inc.* 33,740
- ---------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 2.5%
14,140 CDW Corp. 849,107
29,375 Fastenal Co. (a) 1,306,306
- ---------------------------------------------------------------------------------------------
2,155,413
- ---------------------------------------------------------------------------------------------
Water Utilities -- 0.6%
22,150 Philadelphia Suburban Corp. 523,183
- ---------------------------------------------------------------------------------------------
TOTAL COMMON STOCK
(Cost -- $70,771,861) 82,826,995
- ---------------------------------------------------------------------------------------------
FACE
AMOUNT SECURITY VALUE
- ---------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 5.5%
$4,844,000 Merrill Lynch & Co., Inc., 0.990% due 11/3/03; Proceeds at maturity --
$4,844,400; (Fully collateralized by U.S. Treasury Inflationary Index
Notes and Bonds, 0.000% to 3.625% due 7/15/12 to 4/15/28; Market
value -- $4,940,911) (Cost -- $4,844,000) 4,844,000
- ---------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100.0%
(Cost -- $75,615,861**) $87,670,995
- ---------------------------------------------------------------------------------------------
* Non-income producing security.
+ Subsequent to the reporting period, the company changed its name to Biogen
Idec Inc. due to a merger.
(a) All or a portion of this security is segregated for open futures contracts
commitments.
(b) A portion of this security is held as collateral for open futures contracts
commitments.
** Aggregate cost for Federal income tax purposes is $76,021,903.
See Notes to Financial Statements.
19 Travelers Series Fund Inc. | 2003 Annual Report
STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 2003
Smith Barney Smith Barney
Aggressive Growth Mid Cap Core
Portfolio Portfolio
- ---------------------------------------------------------------------------------------------
ASSETS:
Investments, at value (Cost -- $625,823,460 and
$70,771,861, respectively) $557,000,167 $82,826,995
Repurchase agreements, at value (Cost -- $72,511,000
and $4,844,000, respectively) 72,511,000 4,844,000
Cash 1,548 88
Dividends and interest receivable 45,638 36,456
Receivable for Fund shares sold 32,035 183,030
Receivable for securities sold -- 352,504
Receivable from broker -- variation margin -- 3,635
Other receivables 61,715 5,910
- ---------------------------------------------------------------------------------------------
Total Assets 629,652,103 88,252,618
- ---------------------------------------------------------------------------------------------
LIABILITIES:
Payable for securities purchased 4,906,583 1,318,636
Management fee payable 416,558 53,173
Payable for Fund shares reacquired 399,429 185
Accrued expenses 45,654 22,278
- ---------------------------------------------------------------------------------------------
Total Liabilities 5,768,224 1,394,272
- ---------------------------------------------------------------------------------------------
Total Net Assets $623,883,879 $86,858,346
- ---------------------------------------------------------------------------------------------
NET ASSETS:
Par value of capital shares $ 546 $ 70
Capital paid in excess of par value 698,864,463 83,733,656
Accumulated net realized loss from investment
transactions and futures contracts (6,157,837) (8,983,796)
Net unrealized appreciation (depreciation) of investments
and futures contracts (68,823,293) 12,108,416
- ---------------------------------------------------------------------------------------------
Total Net Assets $623,883,879 $86,858,346
- ---------------------------------------------------------------------------------------------
Shares Outstanding 54,563,714 7,030,721
- ---------------------------------------------------------------------------------------------
Net Asset Value $ 11.43 $ 12.35
- ---------------------------------------------------------------------------------------------
See Notes to Financial Statements.
20 Travelers Series Fund Inc. | 2003 Annual Report
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2003
Smith Barney Smith Barney
Aggressive Growth Mid Cap Core
Portfolio Portfolio
- ----------------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends $ 1,230,012 $ 516,461
Interest 427,279 32,129
Less: Foreign withholding tax (17,504) (2,539)
- ---------------------------------------------------------------------------------------
Total Investment Income 1,639,787 546,051
- ---------------------------------------------------------------------------------------
EXPENSES:
Management fees (Note 2) 3,940,249 496,901
Audit and legal 31,837 19,006
Custody 24,248 24,392
Shareholder communications 22,672 11,798
Directors' fees 11,702 2,981
Shareholder servicing fees 4,585 4,998
Other 3,766 3,279
- ---------------------------------------------------------------------------------------
Total Expenses 4,039,059 563,355
- ---------------------------------------------------------------------------------------
Net Investment Loss (2,399,272) (17,304)
- ---------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FUTURES CONTRACTS
(NOTES 3 AND 5):
Realized Gain (Loss) From:
Investment transactions (3,239,861) 1,814,808
Futures contracts -- 197,244
- ---------------------------------------------------------------------------------------
Net Realized Gain (Loss) (3,239,861) 2,012,052
- ---------------------------------------------------------------------------------------
Change in Net Unrealized Appreciation (Depreciation) of
Investments and Futures Contracts:
Beginning of year (186,711,871) (529,248)
End of year (68,823,293) 12,108,416
- ---------------------------------------------------------------------------------------
Change in Net Unrealized
Appreciation (Depreciation) 117,888,578 12,637,664
- ---------------------------------------------------------------------------------------
Net Gain on Investments and Futures Contracts 114,648,717 14,649,716
- ---------------------------------------------------------------------------------------
Increase in Net Assets From Operations $ 112,249,445 $14,632,412
- ---------------------------------------------------------------------------------------
See Notes to Financial Statements.
21 Travelers Series Fund Inc. | 2003 Annual Report
STATEMENTS OF CHANGES IN NET ASSETS
For the Years
Ended October 31,
Smith Barney Aggressive Growth Portfolio 2003 2002
- -----------------------------------------------------------------------------------
OPERATIONS:
Net investment loss $ (2,399,272) $ (2,098,569)
Net realized loss (3,239,861) (2,615,597)
(Increase) decrease in net unrealized depreciation 117,888,578 (139,378,239)
- ----------------------------------------------------------------------------------
Increase (Decrease) in Net Assets From Operations 112,249,445 (144,092,405)
- ----------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS (NOTE 6):
Net proceeds from sale of shares 113,070,096 227,995,910
Cost of shares reacquired (16,650,404) (34,982,576)
- ----------------------------------------------------------------------------------
Increase in Net Assets From Fund Share Transactions 96,419,692 193,013,334
- ----------------------------------------------------------------------------------
Increase in Net Assets 208,669,137 48,920,929
NET ASSETS:
Beginning of year 415,214,742 366,293,813
- ----------------------------------------------------------------------------------
End of year $623,883,879 $ 415,214,742
- ----------------------------------------------------------------------------------
See Notes to Financial Statements.
22 Travelers Series Fund Inc. | 2003 Annual Report
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
For the Years
Ended October 31,
Smith Barney Mid Cap Core Portfolio 2003 2002
- -------------------------------------------------------------------------------------------
OPERATIONS:
Net investment loss $ (17,304) $ (52,082)
Net realized gain (loss) 2,012,052 (8,961,877)
Increase in net unrealized appreciation 12,637,664 2,519,784
- ------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets From Operations 14,632,412 (6,494,175)
- ------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income -- (58,090)
- ------------------------------------------------------------------------------------------
Decrease in Net Assets From
Distributions to Shareholders -- (58,090)
- ------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS (NOTE 6):
Net proceeds from sale of shares 18,586,469 32,112,318
Net asset value of shares issued for reinvestment of dividends -- 58,090
Cost of shares reacquired (3,004,974) (3,349,324)
- ------------------------------------------------------------------------------------------
Increase in Net Assets From Fund Share Transactions 15,581,495 28,821,084
- ------------------------------------------------------------------------------------------
Increase in Net Assets 30,213,907 22,268,819
NET ASSETS:
Beginning of year 56,644,439 34,375,620
- ------------------------------------------------------------------------------------------
End of year $86,858,346 $56,644,439
- ------------------------------------------------------------------------------------------
See Notes to Financial Statements.
23 Travelers Series Fund Inc. | 2003 Annual Report
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
The Smith Barney Aggressive Growth Portfolio and Smith Barney Mid Cap Core
Portfolio ("Fund(s)") are separate diversified investment funds of the
Travelers Series Fund Inc. ("Company"). The Company, a Maryland corporation, is
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company and consists of these Funds and thirteen other
separate investment funds: Smith Barney Large Cap Value, Strategic Equity
(formerly known as Alliance Growth), Van Kampen Enterprise, Smith Barney
International All Cap Growth, Travelers Managed Income, Pioneer Strategic
Income (formerly known as Putnam Diversified Income), Salomon Brothers
Strategic Total Return Bond, Smith Barney High Income, MFS Total Return, Smith
Barney Money Market, AIM Capital Appreciation, Smith Barney Large
Capitalization Growth and SB Adjustable Rate Income Portfolios. Shares of the
Fund are offered only to insurance company separate accounts that fund certain
variable annuity and variable life insurance contracts. The financial
statements and financial highlights for the other funds are presented in
separate shareholder reports.
The significant accounting policies followed by the Funds are: (a) security
transactions are accounted for on trade date; (b) securities traded on national
securities markets are valued at the closing prices in the primary exchange on
which they are traded; securities traded in the over-the-counter market and
listed securities for which no sales prices were reported and U.S. government
agencies and obligations are valued at the mean between the bid and asked
prices; securities listed on the NASDAQ National Market System for which market
quotations are available are valued at the official closing price or, if there
is no official closing price on that day, at the last sale price; (c)
securities maturing within 60 days are valued at cost plus accreted discount,
or minus amortized premium, which approximates value; (d) securities for which
market quotations are not available will be valued in good faith at fair value
by or under the direction of the Board of Directors; (e) interest income,
adjusted for amortization of premium and accretion of discount, is recorded on
an accrual basis; (f) dividend income is recorded on the ex-dividend date;
foreign dividends are recorded on the ex-dividend date or as soon as practical
after the Funds determine the existence of a dividend declaration after
exercising reasonable due diligence; (g) dividends and distributions to
shareholders are recorded on the ex-dividend date; the Funds
24 Travelers Series Fund Inc. | 2003 Annual Report
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
distribute dividends and capital gains, if any, at least annually; (h) gains or
losses on the sale of securities are calculated by using the specific
identification method; (i) the accounting records of the Funds are maintained
in U.S. dollars. All assets and liabilities denominated in foreign currencies
are translated into U.S. dollars based on the rate of exchange of such
currencies against U.S. dollars on the date of valuation. Purchases and sales
of securities, and income and expenses are translated at the rate of exchange
quoted on the respective date that such transactions are recorded. Differences
between income or expense amounts recorded and collected or paid are adjusted
when reported by the custodian; (j) the character of income and gains to be
distributed is determined in accordance with income tax regulations which may
differ from accounting principles generally accepted in the United States of
America. At October 31, 2003, reclassifications were made to the Fund's capital
accounts to reflect permanent book/tax differences and income and gains
available for distributions under income tax regulations. Accordingly, the
accumulated net investment loss amounting to $2,399,272 and $17,304 was
reclassified to paid-in-capital for the Aggressive Growth Portfolio and Mid Cap
Core Portfolio, respectively. Net investment income, net realized gains and net
assets were not affected by this change; (k) the Funds intend to comply with
the applicable provisions of the Internal Revenue Code of 1986, as amended,
pertaining to regulated investment companies and to make distributions of
taxable income sufficient to relieve it from substantially all Federal income
and excise taxes; and (l) estimates and assumptions are required to be made
regarding assets, liabilities and changes in net assets resulting from
operations when financial statements are prepared. Changes in the economic
environment, financial markets and any other parameters used in determining
these estimates could cause actual results to differ.
2. Management Agreement and Transactions with Affiliated Persons
Smith Barney Fund Management LLC ("SBFM"), an indirect wholly-owned subsidiary
of Citigroup Inc. ("Citigroup") acts as investment manager of the Smith Barney
Aggressive Growth Portfolio ("SBAG") and Smith Barney Mid Cap Core Portfolio
("SBMCC"). SBAG and SBMCC pay SBFM a management fee calculated at the annual
rates of 0.80% and 0.75%, respectively, of the average daily net assets of each
Fund. These fees are calculated daily and paid monthly.
25 Travelers Series Fund Inc. | 2003 Annual Report
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Citicorp Trust Bank, fsb. ("CTB"), another subsidiary of Citigroup, acts as the
Funds' transfer agent and PFPC Inc. ("PFPC") acts as the Funds' sub-transfer
agent. CTB receives account fees and asset-based fees that vary according to
the size and type of account. PFPC is responsible for shareholder recordkeeping
and financial processing for all shareholder accounts and is paid by CTB. For
the year ended October 31, 2003, each Fund paid transfer agent fees of $5,000
to CTB.
For the year ended October 31, 2003, Citigroup Global Markets Inc. ("CGM")
(formerly known as Salomon Smith Barney Inc.), another indirect wholly-owned
subsidiary of Citigroup, received brokerage commissions totaling $9,483.
Most of the officers and one Director of the Company are employees of Citigroup
or its affiliates.
3. Investments
During the year ended October 31, 2003, the aggregate cost of purchases and
proceeds from sales of investments (including maturities of long-term
investments, but excluding short-term investments) were as follows:
SBAG SBMCC
- ------------------------------------------------------------------
Purchases $52,932,857 $79,134,932
- ------------------------------------------------------------------
Sales 1,087,846 62,687,277
- ------------------------------------------------------------------
At October 31, 2003, the aggregate gross unrealized appreciation and
depreciation of investments for Federal income tax purposes were as follows:
SBAG SBMCC
- ---------------------------------------------------------------------
Gross unrealized appreciation $ 72,854,311 $12,913,243
Gross unrealized depreciation (143,002,103) (1,264,151)
- ---------------------------------------------------------------------
Net unrealized appreciation
(depreciation) $ (70,147,792) $11,649,092
- ---------------------------------------------------------------------
4. Repurchase Agreements
The Funds purchase (and the custodian takes possession of) U.S. government
securities from securities dealers subject to agreements to resell the
securities to the sellers at a future date (generally, the next business day),
at an agreed-upon higher repurchase price. The Funds require continual
maintenance of the market
26 Travelers Series Fund Inc. | 2003 Annual Report
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
value (plus accrued interest) of the collateral in amounts at least equal to
the repurchase price.
5. Futures Contracts
Securities or cash equal to the initial margin amount are either deposited with
the broker or segregated by the custodian upon entering into the futures
contract. Additional securities are also segregated up to the current market
value of the futures contract. During the period the futures contract is open,
changes in the value of the contract are recognized as unrealized gains or
losses by "marking-to-market" on a daily basis to reflect the market value of
the contract at the end of each day's trading. Variation margin payments are
received or made and recognized as assets due from or liabilities due to
broker, depending upon whether unrealized gains or losses are incurred. When
the contract is closed, the Funds record a realized gain or loss equal to the
difference between the proceeds from (or cost of ) the closing transactions and
the Fund's basis in the contract. The Funds enter into such contracts typically
to hedge a portion of their portfolio. The Funds bear the market risk that
arise from changes in the value of the financial instruments and securities
indices.
At October 31, 2003, SBMCC had the following open futures contracts:
Number of Basis Market Unrealized
Contracts Expiration Value Value Gain
-----------------------------------------------------------------------
Contracts To Buy:
S&P MidCap 400 6 12/03 $1,592,068 $1,645,350 $53,282
-----------------------------------------------------------------------
At October 31, 2003, SBAG did not hold any futures contracts.
6. Capital Shares
At October 31, 2003, the Company had six billion shares of capital stock
authorized with a par value of $0.00001 per share. Each share of a Fund
represents an equal proportionate interest in that Fund with each other share
of the same Fund and has an equal entitlement to any dividends and
distributions made by the Fund.
27 Travelers Series Fund Inc. | 2003 Annual Report
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Transactions in shares of each Fund were as follows:
Year Ended Year Ended
October 31, 2003 October 31, 2002
--------------------------------------------------------------------------
Smith Barney Aggressive Growth Portfolio
Shares sold 10,654,092 19,660,697
Shares reacquired (1,773,901) (3,715,768)
--------------------------------------------------------------------------
Net Increase 8,880,191 15,944,929
--------------------------------------------------------------------------
Smith Barney Mid Cap Core Portfolio
Shares sold 1,721,743 2,750,365
Shares issued on reinvestment -- 5,832
Shares reacquired (298,046) (322,317)
--------------------------------------------------------------------------
Net Increase 1,423,697 2,433,880
--------------------------------------------------------------------------
7. Capital Loss Carryforward
At October 31, 2003, the SBAG and SBMCC had, for Federal income tax purposes,
approximately $4,833,000 and $8,524,000, respectively, of unused capital loss
carryforwards available to offset future capital gains. To the extent that
these capital carryforward losses are used to offset capital gains, it is
probable that the gains so offset will not be distributed. The amount and year
of expiration for each carryfoward loss is indicated below. Expiration occurs
on October 31 of the year indicated:
2009 2010 2011
------------------------------------
SBAG $302,000 $1,291,000 $3,240,000
------------------------------------
SBMCC -- 8,524,000 --
------------------------------------
8. Income Tax Information and Distributions to Shareholders
At October 31, 2003, the tax basis components of distributable earnings were:
SBAG SBMCC
-----------------------------------------------------------------
Accumulated capital losses $ (4,833,338) $(8,524,472)
-----------------------------------------------------------------
Unrealized appreciation (depreciation) (70,147,792) 11,649,092
-----------------------------------------------------------------
The difference between book basis and tax basis unrealized appreciation is
attributable primarily to wash sale loss deferrals.
For the year ended October 31, 2003, the Funds did not make any distributions.
28 Travelers Series Fund Inc. | 2003 Annual Report
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
9. Subsequent Event
The Funds have received the following information from Citigroup Asset
Management ("CAM"), the Citigroup business unit which includes the Funds'
Investment Manager and other investment advisory companies, all of which are
indirect, wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry,
through an affiliate, into the transfer agent business in the period 1997-1999.
As CAM currently understands the facts, at the time CAM decided to enter the
transfer agent business, CAM sub-contracted for a period of five years certain
of the transfer agency services to a third party and also concluded a revenue
guarantee agreement with this sub-contractor providing that the sub-contractor
would guarantee certain benefits to CAM or its affiliates (the "Revenue
Guarantee Agreement"). In connection with the subsequent purchase of the
sub-contractor's business by an affiliate of the current sub-transfer agent
(PFPC Inc.) used by CAM on many of the funds it manages, this Revenue Guarantee
Agreement was amended eliminating those benefits in exchange for arrangements
that included a one-time payment from the sub-contractor.
The Boards of CAM-managed funds (the "Boards") were not informed of the Revenue
Guarantee Agreement with the sub-contractor at the time the Boards considered
and approved the transfer agent arrangements. Nor were the Boards informed of
the subsequent amendment to the Revenue Guarantee Agreement when that occurred.
CAM has begun to take corrective actions. CAM will pay to the applicable funds
$16 million (plus interest) that CAM and its affiliates received from the
Revenue Guarantee Agreement and its amendment. CAM also plans an independent
review to verify that the transfer agency fees charged by CAM were fairly
priced as compared to competitive alternatives. CAM is instituting new
procedures and making changes designed to ensure no similar arrangements are
entered into in the future.
CAM has briefed the SEC, the New York State Attorney General and other
regulators with respect to this matter, as well as the U.S. Attorney who is
investigating the matter. CAM is cooperating with governmental authorities on
this matter, the ultimate outcome of which is not yet determinable.
29 Travelers Series Fund Inc. | 2003 Annual Report
FINANCIAL HIGHLIGHTS
For a share of capital stock outstanding throughout the year ended October 31,
unless otherwise noted:
Smith Barney Aggressive Growth Portfolio 2003 2002 2001 2000/(1)(2)/
- -----------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Year $ 9.09 $12.32 $15.03 $10.00
- ---------------------------------------------------------------------------------------------
Income (Loss) From Operations:
Net investment loss (0.04) (0.05) (0.05) (0.03)
Net realized and unrealized gain (loss) 2.38 (3.18) (2.66) 5.07
- ---------------------------------------------------------------------------------------------
Total Income (Loss) From Operations 2.34 (3.23) (2.71) 5.04
- ---------------------------------------------------------------------------------------------
Less Distributions From:
Capital -- -- -- (0.01)
- ---------------------------------------------------------------------------------------------
Total Distributions -- -- -- (0.01)
- ---------------------------------------------------------------------------------------------
Net Asset Value, End of Year $11.43 $ 9.09 $12.32 $15.03
- ---------------------------------------------------------------------------------------------
Total Return/(3)/ 25.74% (26.22)% (18.03)% 50.41%
- ---------------------------------------------------------------------------------------------
Net Assets, End of Year (000s) $623,884 $415,215 $366,294 $164,553
- ---------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses/(4)/ 0.82% 0.83% 0.84% 0.99%
Net investment loss (0.49) (0.50) (0.40) (0.21)
- ---------------------------------------------------------------------------------------------
Portfolio Turnover Rate 0% 9% 3% 0%
- ---------------------------------------------------------------------------------------------
(1) For the period November 1, 1999 (commencement of operations) to October
31, 2000.
(2) Per share amounts have been calculated using the monthly average shares
method.
(3) Total returns do not reflect expenses associated with the separate account
such as administrative fees, account charges and surrender charges which, if
reflected would reduce the total returns for all periods shown.
(4) As a result of a voluntary expense limitation, the expense ratio will not
exceed 1.00%.
30 Travelers Series Fund Inc. | 2003 Annual Report
FINANCIAL HIGHLIGHTS (CONTINUED)
For a share of capital stock outstanding throughout the year ended October 31,
unless otherwise noted:
Smith Barney
Mid Cap Core Portfolio 2003 2002 2001 2000/(1)/
- ----------------------------------------------------------------------------------
Net Asset Value, Beginning of Year $10.10 $10.83 $14.22 $10.00
- --------------------------------------------------------------------------------
Income (Loss) From Operations:
Net investment income (loss)/(2)/ (0.00)* (0.02) 0.02 0.06
Net realized and unrealized gain (loss) 2.25 (0.70) (3.36) 4.17
- --------------------------------------------------------------------------------
Total Income (Loss) From Operations 2.25 (0.72) (3.34) 4.23
- --------------------------------------------------------------------------------
Less Distributions From:
Net investment income -- (0.01) (0.05) (0.01)
- --------------------------------------------------------------------------------
Total Distributions -- (0.01) (0.05) (0.01)
- --------------------------------------------------------------------------------
Net Asset Value, End of Year $12.35 $10.10 $10.83 $14.22
- --------------------------------------------------------------------------------
Total Return/(3)/ 22.28% (6.64)% (23.56)% 42.36%
- --------------------------------------------------------------------------------
Net Assets, End of Year (000s) $86,858 $56,644 $34,376 $17,498
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:
Expenses/(2)(4)/ 0.85% 0.90% 0.95% 0.95%
Net investment income (loss) (0.03) (0.10) 0.25 0.72
- --------------------------------------------------------------------------------
Portfolio Turnover Rate 98% 79% 45% 61%
- --------------------------------------------------------------------------------
(1) For the period November 1, 1999 (commencement of operations) to October 31,
2000.
(2) The manager has agreed to waive a portion of its management fee for the
year ended October 31, 2001 and the period ended October 31, 2000. If such
fees were not waived, the per share decreases to net investment income and
the actual expense ratios would have been as follows:
Per Share Decreases to Expense Ratios
Net Investment Income Without Fee Waivers
---------------------- -------------------
2001 $0.00* 0.96%
2000 0.04 1.46
(3) Performance figures may reflect fee waivers and/or expense reimbursements.
Past performance is no guarantee of future results. In the absence of fee
waivers and/or expense reimbursements, the total return would be reduced.
Total returns do not reflect expenses associated with the separate account
such as administrative fees, account charges and surrender charges which,
if reflected would reduce the total returns for all periods shown.
(4) As a result of a voluntary expense limitation, the expense ratio will not
exceed 0.95%.
* Amount represents less than $0.01 per share.
31 Travelers Series Fund Inc. | 2003 Annual Report
INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors of Travelers Series Fund Inc.:
We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of the Smith Barney Aggressive Growth
and Smith Barney Mid Cap Core Portfolios ("Fund(s)") of Travelers Series Fund
Inc. ("Company") as of October 31, 2003, and the related statements of
operations for the year then ended, the statements of changes in net assets for
each of the years in the two-year period then ended and the financial
highlights for each of the years in the four-year period then ended. These
financial statements and financial highlights are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of October 31, 2003, by
correspondence with the custodian or brokers. As to securities purchased or
sold but not yet received or delivered, we performed other appropriate auditing
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Funds of the Company as of October 31, 2003, and the results of their
operations for the year then ended, the changes in their net assets for each of
the years in the two-year period then ended and the financial highlights for
each of the years in the four- year period then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
New York, New York
December 10, 2003
32 Travelers Series Fund Inc. | 2003 Annual Report
ADDITIONAL INFORMATION (UNAUDITED)
Information about Directors and Officers
The business and affairs of the Travelers Series Fund Inc. ("Company") are
managed under the direction of the Company's Board of Directors. Information
pertaining to the Directors and Officers of the Company is set forth below.
Number of
Term of Portfolios
Office* and Principal in Fund Other
Position(s) Length Occupation(s) Complex Directorships
Held with of Time During Past Overseen Held by
Name, Address, and Age Fund Served Five Years by Director Director
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Non-Interested Directors:
Abraham E. Cohen Director Since Consultant to Chugai 17 Director of Agouron
444 Madison Avenue 1996 Pharmaceutical Co. Ltd. Pharmaceuticals, Inc.,
Suite 1201 Akzo Nobel NV,
New York, NY 10022 Teva Pharmaceutical
Age 67 Inc., Ltd., Chugai
Pharmaceutical Co.
Ltd., Pharmaceutical
Product Development,
Inc. and Axonyx Inc.;
Chairman of
Vasomedical, Inc.,
Neurobiological
Technologies Inc.
and Kramex Corp.
Robert A. Frankel Director Since Managing Partner of 24 None
1961 Deergrass Way 1999 Robert A. Frankel
Carlsbad, CA 92009 Managing Consultants;
Age 76 Former Vice President of
The Readers Digest
Association, Inc.
Michael E. Gellert Director Since General Partner of 17 Director of Dalet S.A.,
122 East 42nd Street 1999 Windcrest Partners, a Devon Energy Corp.,
47th Floor venture capital firm High Speed Access
New York, NY 10168 Corp., Human, Inc.,
Age 72 SEACOR Smit, Inc.
and Six Flags, Inc.
Rainer Greeven Director Since Attorney, Rainer 17 Director of
630 5th Avenue 1994 Greeven PC Continental
Suite 1905 Container Corp.
New York, NY 10111
Age 67
Susan M. Heilbron Director Since Owner/Consultant of 17 Director of National
P.O. Box 557 1994 Lacey & Heilbron, a public Multiple Sclerosis
Chilmark, MA 02535 relations firm Society, New York
Age 58 City Chapter
33 Travelers Series Fund Inc. | 2003 Annual Report
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
Number of
Term of Portfolios
Office* and Principal in Fund Other
Position(s) Length Occupation(s) Complex Directorships
Name, Address, Held with of Time During Past Overseen by Held by
and Age Fund Served Five Years Director Director
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Interested Director:
R. Jay Gerken, CFA** Chairman, Since Managing Director of 220 None
Citigroup Asset President and 2002 Citigroup Global Markets
Management ("CAM") Chief Inc. ("CGM") Chairman,
399 Park Avenue Executive President and Chief
New York, NY 10022 Officer Executive Officer of Smith
Age 52 Barney Fund Management
LLC ("SBFM"), Travelers
Investment Adviser, Inc.
("TIA") and Citi Fund
Management Inc.
("CFM"); President and
Chief Executive Officer of
certain mutual funds
associated with Citigroup
Inc. ("Citigroup"); Formerly
Portfolio Manager of Smith
Barney Allocation Series
Inc. (from 1996-2001) and
Smith Barney Growth and
Income Fund (from 1996-
2000)
Officers:
Andrew B. Shoup*** Senior Vice Since Director of CAM; Senior N/A N/A
CAM President and 2003 Vice President and Chief
125 Broad Street Chief Administrative Officer of
10th Floor Administrative mutual funds associated
New York, NY 10004 Officer with Citigroup; Head of
Age 47 International Funds
Administration of CAM
(from 2001 to 2003);
Director of Global Funds
Administration of CAM
(from 2000 to 2001);
Head of U.S. Citibank
Funds Administration of
CAM (from 1998 to 2000)
Richard L. Peteka Chief Since Director of CGM; Chief N/A N/A
CAM Financial 2002 Financial Officer and
125 Broad Street Officer and Treasurer of certain
11th Floor Treasurer mutual funds affiliated
New York, NY 10004 with Citigroup; Director
Age 42 and Head of Internal
Control for CAM U.S.
Mutual Fund
Administration (from
1999-2002); Vice
President, Head of Mutual
Fund Administration and
Treasurer at Oppenheimer
Capital (from 1996-1999)
Richard A. Freeman Vice President Since Managing Director of N/A N/A
CAM and 1999 CGM and Investment
399 Park Avenue Investment Officer of SBFM
New York, NY 10022 Officer
Age 50
34 Travelers Series Fund Inc. | 2003 Annual Report
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
Number of
Term of Portfolios
Office* and Principal in Fund Other
Position(s) Length Occupation(s) Complex Directorships
Name, Address, Held with of Time During Past Overseen by Held by
and Age Fund Served Five Years Director Director
- --------------------------------------------------------------------------------------------------------
Lawrence B. Weissman Vice Since Managing Director of N/A N/A
CAM President and 1999 CGM and Investment
300 First Stamford Place Investment Officer of SBFM
Stamford, CT 06902 Officer
Age 41
Kaprel Ozsolak Controller Since Vice President of CGM; N/A N/A
CAM 2002 Controller of certain funds
125 Broad Street associated with Citigroup
11th Floor
New York, NY 10004
Age 38
Robert I. Frenkel Secretary*** Since Managing Director and N/A N/A
CAM and Chief 2003 General Counsel, Global
300 First Stamford Place Legal Officer Mutual Funds for CAM
4th Floor and its predecessor (since
Stamford, CT 06902 1994); Secretary of CFM
Age 48 Fund Management Inc.;
Secretary and Chief Legal
Officer of mutual funds
associated with Citigroup
- --------
* Each Director and officer serves until his or her successor has been duly
elected and qualified.
** Mr. Gerken is an "interested person" of the Fund as defined in the
Investment Company Act of 1940, as amended, because Mr. Gerken is an
officer of SBFM and certain of its affiliates.
*** As of November 25, 2003.
35 Travelers Series Fund Inc. | 2003 Annual Report
TRAVELERS SERIES
FUND INC.
DIRECTORS INVESTMENT MANAGER
Abraham E. Cohen Smith Barney Fund Management LLC
Robert A. Frankel
Michael E. Gellert CUSTODIAN
R. Jay Gerken, CFA State Street Bank and
Chairman Trust Company
Rainer Greeven
Susan M. Heilbron ANNUITY
ADMINISTRATION
OFFICERS Travelers Annuity Investor Services
R. Jay Gerken, CFA One Cityplace
President and Chief Hartford, CT 06103-3415
Executive Officer
* As of November 25, 2003.
Andrew B. Shoup*
Senior Vice
President and
Chief Administrative
Officer
Richard L. Peteka
Chief Financial Officer
and Treasurer
Richard A. Freeman
Vice President and
Investment Officer
Lawrence B. Weissman, CFA
Vice President and
Investment Officer
Kaprel Ozsolak
Controller
Robert I. Frenkel
Secretary* and
Chief Legal Officer
Travelers Series Fund Inc.
Smith Barney Aggressive Growth Portfolio
Smith Barney Mid Cap Core Portfolio
The Funds are separate investment funds of the Travelers Series Fund Inc., a
Maryland corporation.
This report is submitted for the general information of the shareholders of
the Travelers Series Fund Inc. -- Smith Barney Aggressive Growth Portfolio
and Smith Barney Mid Cap Core Portfolio. It is not authorized for
distribution to prospective investors unless accompanied or preceded by a
current Prospectus for the Funds, which contains information concerning the
Funds' investment policies and expenses as well as other pertinent
information.
TRAVELERS SERIES FUND INC.
125 Broad Street
10th Floor, MF-2
New York, New York 10004
IN0903 12/03 03-5782
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Directors of the registrant has determined that Robert A.
Frankel, the Chairman of the Board's Audit Committee, possesses the
technical attributes identified in Instruction 2(b) of Item 3 to Form
N-CSR to qualify as an "audit committee financial expert," and has
designated Mr. Frankel as the Audit Committee's financial expert. Mr.
Frankel is an "independent" Director pursuant to paragraph (a)(2) of
Item 3 to Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal
financial officer have concluded that the registrant's disclosure
controls and procedures (as defined in Rule 30a- 3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act")) are
effective as of a date within 90 days of the filing date of this
report that includes the disclosure required by this paragraph,
based on their evaluation of the disclosure controls and procedures
required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under
the Securities Exchange Act of 1934.
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940
Act) that occurred during the registrant's last fiscal half-year
(the registrant's second fiscal half-year in the case of an annual
report) that have materially affected, or are likely to materially
affect the registrant's internal control over financial reporting.
ITEM 10. EXHIBITS.
(a) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(b) Attached hereto.
Exhibit 99.CERT Certifications pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this Report to be
signed on its behalf by the undersigned, there unto duly authorized.
Travelers Series Fund Inc.
By: /s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
Travelers Series Fund Inc.
Date: January 2, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ R. Jay Gerken
(R. Jay Gerken)
Chief Executive Officer of
Travelers Series Fund Inc.
Date: January 2, 2004
By: /s/ Richard L. Peteka
(Richard L. Peteka)
Chief Financial Officer of
Travelers Series Fund Inc.
Date: January 2, 2004