GREENWICH STREET SERIES FUND
AMENDMENT NO. 4
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 4 to the First Amended and Restated Master Trust
Agreement dated as of October 14, 1998 (the "Agreement") of Greenwich Street
Series Fund (the "Trust"), made as of the 27/th/ of June 2002 for effectiveness
as of the Effective Date (as defined below).
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the
Agreement may be amended at any time, so long as such amendment does not
adversely affect the rights of any shareholder and so long as such amendment is
not in contravention of applicable law, including the Investment Company Act of
1940, as amended, by an instrument in writing signed by an officer of the Trust
pursuant to a vote of a majority of the Trustees; and
WHEREAS, on June 27, 2002, a majority of the Trustees voted to create a
multiple class structure with respect to Salomon Brothers Variable All Cap Value
Fund, Salomon Brothers Variable Emerging Growth Fund, Salomon Brothers Variable
Growth & Income Fund, and Salomon Brothers Variable International Equity Fund
(each a "Fund" and together the "Funds") consisting of two classes of shares of
beneficial interest of each Fund, to be designated as Class I shares and Class
II shares, to become effective upon the effectiveness of the post-effective
amendment or amendments to the Trust's registration statement on Form N-1A
describing said classes (the "Effective Date").
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 4 to the Agreement; and
NOW, THEREFORE, effective as of the Effective Date, the Agreement is
hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the Agreement
is hereby amended to read in pertinent part as follows:
Section 4.2 Establishment and Designation of Sub-Trusts. Without limiting
the authority of the Trustees set forth in Section 4.1 to establish and
designate any further Sub-Trusts and Classes, the Trustees hereby establish and
designate the following Sub-Trusts and Classes thereof: the Money Market
Portfolio; the Intermediate High Grade Bond Portfolio; the Diversified Strategic
Income Portfolio; the Equity Index Portfolio (which shall consist of 2 classes
designated as Class I and Class II Shares); the Salomon Brothers Variable All
Cap Value Fund (which shall consist of 2 classes designated as Class I and Class
II Shares); the Salomon Brothers Variable Growth & Income Fund (which shall
consist of 2 classes designated as Class I and Class II Shares); the
Appreciation Portfolio; the Fundamental Value Portfolio; the Salomon Brothers
Variable Emerging Growth Fund (which shall consist of 2 classes designated as
Class I and Class II Shares); and the Salomon Brothers Variable International
Equity Fund (which shall consist of 2 classes designated as Class I and Class II
Shares). The Shares of such Sub-Trusts and Classes thereof and any Shares of any
further Sub-Trusts or Classes that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise determine with
respect to
some further Sub-Trust or Class at the time of establishing and designating the
same) have the following relative rights and preferences:
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the
day and year first above written.
GREENWICH STREET SERIES FUND
By: ________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Secretary
