SUBADVISORY AGREEMENT
EXHIBIT d(8)
This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and
between Xxxxx Xxxxxx Fund Management LLC, a Delaware limited liability company (the “Manager”) and
Citigroup Asset Management Limited, a corporation organized under the laws of England and Wales
(the “Subadviser”).
WHEREAS, the Manager has been retained by Greenwich Street Series Fund (the “Trust”), a
registered management investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”) to provide investment advisory, management, and administrative services to the Trust
with respect to a series of the Trust;
WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment
advisory services to the Trust with respect to the series of the Trust designated in Schedule A
annexed hereto (the “Fund”) and Subadviser is willing to furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it
is agreed as follows:
1. In accordance with and subject to the Management Agreement between the Trust and the
Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the
Subadviser to act as Subadviser with respect to the Fund for the period and on the terms set forth
in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. The Manager shall cause the Subadviser to be kept fully informed at all times with
regard to the securities owned by the Fund, its funds available, or to become available, for
investment, and generally as to the condition of the Fund’s affairs. Manager shall furnish the
Subadviser with such other documents and information with regard to the Fund’s affairs as the
Subadviser may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the
Manager, Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s
assets as shall be allocated to the Subadviser by the Manager from time to time (the “Allocated
Assets”) with investment research, advice, management and supervision and shall furnish a
continuous investment program for the Allocated Assets consistent with the Fund’s investment
objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of
Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from
time to time what securities and other investments will be purchased, retained, sold or exchanged
by the Fund and what portion of the Allocated Assets will be held in the various securities and
other investments in which the Fund invests, and shall implement those decisions, all subject to
the provisions of the Trust’s Trust’s Declaration of Trust and By-Laws (collectively, the
“Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated
thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued
thereunder by the SEC staff and any other applicable federal and state law, as well as the
investment objectives, policies and restrictions of the Fund referred to above, and any other
specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is
authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to
the custodian of the Fund as to deliveries of securities and other investments and payments of cash
for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment
program to be provided hereunder may entail the investment of all or substantially all of the
assets of a Fund in one or more investment companies. The Subadviser will place orders pursuant to
its investment determinations for the Fund either directly with the issuer or with any broker or
dealer, foreign currency dealer, futures commission merchant or others selected by it. In
connection with the selection of such brokers or dealers and the placing of such orders, subject to
applicable law, brokers or dealers may be selected who also provide brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds
and/or the other accounts over which the Subadviser or its affiliates exercise investment
discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for a Fund which is in excess
of the amount of commission another broker or dealer would have charged for effecting that
transaction if the Subadviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular transaction or the overall
responsibilities which the Subadviser and its affiliates have with respect to accounts over which
they exercise investment discretion.
The Board may adopt policies and procedures that modify and restrict the Subadviser’s
authority regarding the execution of the Fund’s portfolio transactions provided herein. The
Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights
pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall
perform such other functions of investment management and supervision as may be directed by the
Board.
(b) The Fund hereby authorizes any entity or person associated with the Subadviser
which is a member of a national securities exchange to effect any transaction on the exchange for
the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934,
as amended, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of
compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the
foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or
any principal underwriter of the Fund, as principals or agents in making purchases or sales of
securities or other property for the account of a Fund, nor will it purchase any securities from an
underwriting or selling group in which the Subadviser or its affiliates is participating, or
arrange for purchases and sales of securities between a Fund and another account advised by the
Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance
with such policies and procedures as may be adopted by a Fund from time to time, and will comply
with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and
Statement of Additional Information relative to the Subadviser and its directors and officers.
4. The Subadviser may delegate to any other one or more companies that the Subadviser
controls, is controlled by, or is under common control with, or to specified employees of any such
companies, certain of the Subadviser’s duties under this Agreement, provided in each case the
Subadviser will supervise the activities of each such entity or employees thereof, that such
delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement
and provided further that any such arrangements are entered into in accordance with all applicable
requirements of the 1940 Act.
5. The Subadviser agrees that it will keep records relating to its services hereunder in
accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the
property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon
the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records
required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2
under the 1940 Act.
6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust,
and the Manager with all information and reports reasonably required by them and reasonably
available to the Subadviser relating to the services provided by the Subadviser hereunder.
(b) The Subadviser shall bear all expenses, and shall furnish all necessary services,
facilities and personnel, in connection with its responsibilities under this Agreement. Other than
as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses,
including, without limitation, advisory fees; distribution fees; interest; taxes; governmental
fees; voluntary assessments and other expenses incurred in connection with membership in investment
company organizations; organization costs of the Fund; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s
securities and other investments and any losses in connection therewith; fees and expenses of
custodians, transfer agents, registrars, independent pricing vendors or other agents; legal
expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the
issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts;
expenses of registering and qualifying the Fund’s shares for sale under applicable federal and
state law; expenses of preparing, setting in print, printing and distributing prospectuses and
statements of additional information and any supplements thereto, reports, proxy statements,
notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of
meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the
Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of
the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other
insurance covering the Fund and its officers, Board members and employees; litigation expenses and
any non-recurring or extraordinary expenses as may arise, including, without limitation, those
relating to actions, suits or proceedings to which the Fund is a party and the legal obligation
which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.
7. No member of the Board, officer or employee of the Trust or Fund shall receive from
the Trust or Fund any salary or other compensation as such member of the Board, officer or employee
while he is at the same time a director, officer, or employee of the Subadviser or any affiliated
company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board
members, executive committee members, consultants and other persons who are not regular members of
the Subadviser’s or any affiliated company’s staff.
8. As compensation for the services performed by the Subadviser, including the services
of any consultants retained by the Subadviser, the Manager shall pay the Subadviser out of the
management fee it receives with respect to the Fund, and only to the extent thereof, as promptly as
possible after the last day of each month, a fee, computed daily at an annual rate set forth on
Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at
the end of the month succeeding the effective date of this Agreement, and shall constitute a full
payment of the fee due the Subadviser for all services prior to that date. If this Agreement is
terminated as of any date not the last day of a month, such fee shall be paid as promptly as
possible after such date of termination, shall be based on the average daily net assets of the Fund
or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning
of such month to such date of termination, and shall be that proportion of such average daily net
assets as the number of business days in such period bears to the number of business days in such
month. The average daily net assets of the Fund or the portion thereof comprising the Allocated
Assets shall in all cases be based only on business days and be computed as of the time of the
regular close of business of the New York Stock Exchange, or such other time as may be determined
by the Board.
9. The Subadviser assumes no responsibility under this Agreement other than to render the
services called for hereunder, in good faith, and shall not be liable for any error of judgment or
mistake of law, or for any loss arising out of any investment or for any act or omission in the
execution of securities transactions for a Fund, provided that nothing in this Agreement shall
protect the Subadviser against any liability to the Manager or the Fund to which the Subadviser
would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its obligations and duties
hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the
Subadviser performing services for the Trust or the Fund contemplated hereby and the partners,
shareholders, directors, officers and employees of the Subadviser and such affiliates.
10. Nothing in this Agreement shall limit or restrict the right of any director, officer,
or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or
the Fund, to engage in any other business or to devote his time and attention in part to the
management or other aspects of any other business, whether of a similar nature or a dissimilar
nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to
render services of any kind, including investment advisory and management services, to any other
fund, firm, individual or association. If the purchase or sale of securities consistent with the
investment policies of a Fund or one or more other accounts of the Subadviser is considered at or
about the same time, transactions in such securities will be allocated among the accounts in a
manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with
applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as
presented to the Board from time to time.
11. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as
provided in the Fund’s then-current Prospectus and Statement of Additional Information and the
terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall
have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may
be granted by the SEC by any rule, regulation or order.
12. This Agreement will become effective with respect to the Fund on the date set forth
opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by
the Trust’s Board and, if so required by the 1940 Act, by the shareholders of the Fund in
accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein,
will continue in effect for two years from the above written date. Thereafter, if not terminated,
this Agreement shall continue in effect with respect to the Fund, so long as such continuance is
specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the
outstanding voting securities of the Fund, provided that in either event the continuance is also
approved by a majority of the Board members who are not interested persons of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
13. This Agreement is terminable with respect to the Fund without penalty by the Board or
by vote of a majority of the outstanding voting securities of the Fund, in each case on not more
than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon
not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the
mutual written consent of the Manager and the Subadviser. This Agreement shall terminate
automatically in the event of its assignment by the Subadviser and shall not be assignable by the
Manager without the consent of the Subadviser.
14. The Subadviser agrees that for any claim by it against the Fund in connection with
this Agreement or the services rendered under this Agreement, it shall look only to assets of the
Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of
the Greenwich Street Series FundTrust.
15. No provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no material amendment of the Agreement
shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a
majority of the Fund’s outstanding voting securities.
16. This Agreement, and any supplemental terms contained on Annex I hereto, if
applicable, embodies the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings relating to the subject matter hereof. Should
any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on
and shall inure to the benefit of the parties hereto and their respective successors.
17. This Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of the State of New York.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
officers thereunto duly authorized.
| XXXXX XXXXXX FUND MANAGEMENT LLC | ||||
| By: | ||||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Director | |||
| CITIGROUP ASSET MANAGEMENT LIMITED | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
The foregoing is acknowledged:
The undersigned officer of the Trust has executed this Agreement not individually but in
his/her capacity as an officer of the Trust. The Trust does not hereby undertake, on behalf of the
Fund or otherwise, any obligation to the Subadviser.
| GREENWICH STREET SERIES FUND | ||||
| By: | ||||
| Name: | R. Xxx Xxxxxx | |||
| Title: | Chairman | |||
ANNEX I
This Annex I forms a part of the Subadvisory Agreement dated as of December 1, 2005 by
and between Xxxxx Xxxxxx Fund Management LLC, a Delaware limited liability company, and Citigroup
Asset Management Limited (the “Subadviser”), an entity authorized and regulated in the United
Kingdom by the Financial Services Authority (the “FSA”).
1. The Subadviser represents, warrants and covenants that it is authorized and regulated
by the FSA.
2. The Subadviser has classified the Trust as an Intermediate Customer as defined by the
FSA Rules.
SCHEDULE A
Diversified Strategic Income Portfolio
Fee:
The following percentage of the Fund’s average daily net assets:
0.15
