GREENWICH STREET SERIES FUND AMENDMENT NO. 8 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Exhibit
(a)(9)
GREENWICH STREET SERIES FUND
AMENDMENT NO. 8
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 8
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 8 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 8th day of
July 2005.
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 April 15, 2005, a majority of the Trustees voted to reorganize the Sub-Trusts of
the Trust designated as the “Salomon Brothers Variable International Equity Fund” and “Salomon
Brothers Variable Money Market Fund” with and into series of beneficial interests in Travelers
Series Fund Inc., a Maryland corporation.
WHEREAS, the Trustees have the authority under Article VII, Section 7.2 of the Agreement to
authorize the merger or consolidation of any one or more Sub-Trusts of the Trust, subject to the
approval of the majority of the outstanding voting shares of the Trust (the “Shares”), as defined
in the 1940 Act, of each Sub-Trust that is a non-survivor of the merger or consolidation;
WHEREAS, the Trustees have the authority under Article IV, Section 4.2(d) of the Agreement to
authorize the liquidation of any particular Sub-Trust of the Trust, subject to the approval of a
majority of the outstanding voting Shares of that Sub-Trust, as defined in the 1940 Act;
WHEREAS, on April 15, 2005, the Trustees voted unanimously to authorize a Plan of
Reorganization pursuant to which (i) the Fundamental Value Portfolio (the “Acquiring Fund”) would
acquire all of the assets and assume all of the liabilities of the Salomon Brothers Variable All
Cap Value Fund (the “Acquired Fund”), and (ii) the Acquired Fund would thereupon be liquidated (the
“Reorganization and Liquidation”);
WHEREAS, on July 1, 2005, shareholders of each Sub-Trust approved the reorganizations; and
WHEREAS, on July 8, 2005 the reorganizations were consummated; and
WHEREAS, the undersigned has been duly authorized by the Trustees to execute and file this
Amendment No. 8 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section IV.2 of the Agreement is hereby amended to read
in pertinent part as follows:
Section IV.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 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 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 Aggressive Growth Fund
(which shall consist of 2 classes designated as Class I and Class II Shares); and
Capital and Income Portfolio. 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: | Xxxxxxx Xxxxx | |||
Title: | Assistant Secretary | |||