FORM OF MANAGEMENT AGREEMENT
 
                          TRAVELERS SERIES FUND INC.
                     (TRAVELERS MANAGED INCOME PORTFOLIO)

                                              November    , 1998
 
TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORP.
One Tower Square--10PB
Hartford, CT 06183
 
Dear Sirs:
 
  Travelers Series Fund Inc. (the "Company"), a corporation organized under
the laws of the State of Maryland, on behalf of the Travelers Managed Income
Portfolio (the "Portfolio"), confirms its agreement with Travelers Asset
Management International Corp. (the "Manager"), as follows:
 
1. INVESTMENT DESCRIPTION; APPOINTMENT
 
  The Company desires to employ its capital relating to the Portfolio by
investing and reinvesting in investments of the kind and in accordance with
the investment objective(s), policies and limitations specified in the
prospectus (the "Prospectus") and the statement of additional information 
(the "Statement") filed with the Securities and Exchange Commission as part 
of the Company's Registration Statement on Form N-1A on February 23, 1994 as 
amended from time to time, and in the manner and to the extent as may from 
time to time be approved by the Board of Directors of the Company (the 
"Board"). Copies of the Prospectus and the Statement have been or will be 
submitted to the Manager. The Company agrees promptly to provide copies of 
all amendments to the Prospectus and the Statement to the Manager on an on-
going basis. The Company desires to employ and hereby appoints the Manager to 
act as manager of the Portfolio. The Manager accepts the appointment and 
agrees to furnish the services for the compensation set forth below.
 
2. SERVICES AS INVESTMENT MANAGER
 
  Subject to the supervision, direction and approval of the Board of the
Company, the Manager shall (a) maintain compliance procedures for the
Portfolio that it reasonably believes are adequate to ensure the Portfolio's
compliance with (i) the Investment Company Act of 1940, as amended (the "1940
Act") and the rules and regulations promulgated thereunder and (ii) the
Portfolio's investment objective(s), policies and restrictions 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; (d) employ professional portfolio managers and 
securities analysts who provide research services to the Portfolio; and 
(e) administer the Portfolio's corporate affairs and, in connection 
therewith, furnish the Portfolio with office facilities and 
with clerical, bookkeeping and recordkeeping services at such
office facilities. In providing those services, the Manager will conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Portfolio's assets.
 
3. BROKERAGE
 
  In selecting brokers or dealers (including, if permitted by applicable law,
Salomon Smith Barney Inc.) to execute transactions on behalf of the 
Portfolio, the Manager will seek the best overall terms available. In 
assessing the best overall terms available for any transaction, the Manager 
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 Manager 
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 Manager or its 
affiliates exercise investment discretion. Nothing in this paragraph shall be 
deemed to prohibit the Manager 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 Manager 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 Manager or its affiliates exercise investment discretion.
 
4. INFORMATION PROVIDED TO THE COMPANY
 
  The Manager shall keep the Company informed of developments materially
affecting the Portfolio, and shall, on its own initiative, furnish the
Company from time to time with whatever information the Manager believes 
is appropriate for this purpose.
 
5. STANDARD OF CARE
 
  The Manager shall exercise its best judgment and shall act in good faith in
rendering the services listed in paragraphs 2 and 3 above. The Manager shall
not be liable for any error of judgment or mistake of law or for any loss 
suffered by the Company 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 Manager against any liability to the 
Company or the shareholders of the Portfolio to which the Manager 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 
Manager's reckless disregard of its obligations and duties under this 
Agreement.
 
6. COMPENSATION
 
  In consideration of the services rendered pursuant to this Agreement, the
Portfolio will pay the Manager an annual fee calculated at the rate of 0.65%
of the Portfolio's average daily net assets; the fee is calculated daily and
paid monthly. 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 Manager, 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.
 
7. EXPENSES
 
  The Manager shall bear all expenses (excluding brokerage costs, custodian
fees, auditors fees or other expenses to be borne by the Portfolio or the
Company) in connection with the performance of its services under this
Agreement. The Portfolio shall bear certain other expenses to be incurred in
its operation, including, but not limited to investment advisory, any sub-
advisory and any 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 Company's 
legal existence and shareholder relations. All other expenses not 
specifically assumed by the Manager hereunder on behalf of the Portfolio are 
borne by the Company.
 
8. REDUCTION OF FEE
 
  If in any fiscal year the aggregate expenses of the Portfolio (including
fees pursuant to this Agreement and the Portfolio's administration 
agreements, if any, but excluding interest, taxes, brokerage and 
extraordinary expenses) exceed the expense limitation of any state 
having jurisdiction over the Portfolio, the Manager shall reduce its fee to 
the Portfolio by the proportion of such excess expense
equal to the proportion that its fee hereunder bears to the aggregate of fees
paid by the Portfolio for investment management, advice and administration in
that year, to the extent required by state law. A fee reduction pursuant to
this paragraph 8, if any, shall be estimated, reconciled and paid on a 
monthly basis. The Company confirms that, as of the date of this Agreement, 
no such expense limitation is applicable to the Portfolio.
 
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
 
  The Company understands that the Manager 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, and the Company has no objection to the Manager's so acting,
provided that whenever the Portfolio and one or more other investment
companies or accounts managed or advised by the Manager 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 Portfolio recognizes that in some cases this
procedure may adversely affect the size of the position obtainable for the
Portfolio. In addition, the Portfolio understands that the persons employed 
by the Manager to assist in the performance of the Manager'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 Manager or any affiliate of the Manager to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
 
10. TERM OF AGREEMENT
 
  This Agreement shall become effective December 1, 1998 (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 hereunder)
of the outstanding voting securities of the Portfolio, or upon 60 days' 
written notice, by the Manager. This Agreement will also terminate 
automatically in the event of its assignment (as defined in the 1940 Act and 
the rules thereunder).
 
11. REPRESENTATION BY THE COMPANY
 
  The Company represents that a copy of the Articles of Incorporation is on
file with the Secretary of the State of Maryland.
 
  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:
Accepted:
 
Travelers Asset Management International Corp.
 
 
By:__________________________________
  Name:
  Title:

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