0000950123-06-005464 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Greenwich Street Series Fund, a Massachusetts Business Trust (the “Trust”) and Salomon Brothers Asset Management Inc, a Delaware corporation (the “Manager”).

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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • May 1st, 2006 • Greenwich Street Series Fund

THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

MANAGEMENT AGREEMENT
Management Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Greenwich Street Series Fund, a Massachusetts Business Trust (the “Trust”) and Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”).

LICENSE AGREEMENT
License Agreement • May 1st, 2006 • Greenwich Street Series Fund

THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and among Citigroup Inc., a corporation incorporated in the State of Delaware (“Citigroup”), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a “Licensee”).

MANAGEMENT AGREEMENT
Management Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Greenwich Street Series Fund, a Massachusetts Business Trust (the “Trust”) and Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”).

LICENSE AGREEMENT
License Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

This license agreement (the “Agreement”) is made this ___day of ___, 2006, by and between Legg Mason Properties, Inc., a North Carolina corporation (“Licensor”), and the Trusts/Corporations listed on Exhibit A hereto (each, a “Licensee”).

GREENWICH STREET SERIES FUND AMENDMENT NO. 10 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
Master Trust Agreement • May 1st, 2006 • Greenwich Street Series Fund

AMENDMENT NO. 10 to the First Amended and Restated Master Trust Agreement dated as of October 14, 1998 (as amended to date, the “Agreement”) of Greenwich Street Series Fund (the “Trust”), made as of the 1st day of April 2006.

SUBADVISORY AGREEMENT
Subadvisory Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Smith Barney 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”).

AMENDMENT TO DISTRIBUTION AGREEMENT December 1, 2005
Distribution Agreement • May 1st, 2006 • Greenwich Street Series Fund

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Greenwich Street Series Fund (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

SMITH BARNEY SERIES FUND EQUITY INDEX PORTFOLIO ADMINISTRATION AGREEMENT
Administration Agreement • May 1st, 2006 • Greenwich Street Series Fund

Smith Barney Series Fund, a business trust organized under the laws of the Commonwealth of Massachusetts, confirms its agreement with Smith Barney Mutual Funds Management Inc. (“SBMFM”) with respect to the Equity Index Portfolio (the “Fund”) as follows:

DISTRIBUTION AGREEMENT
Distribution Agreement • May 1st, 2006 • Greenwich Street Series Fund • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Greenwich Street Series Fund (“Investment Company”), a Massachusetts business trust and Legg Mason Investor Services, LLC (“Distributor”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

ADVISORY AGREEMENT
Advisory Agreement • May 1st, 2006 • Greenwich Street Series Fund • New York

This ADVISORY AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Greenwich Street Series Fund, a Massachusetts Business Trust (the “Trust”) and TIMCO Asset Management, Inc., a Connecticut corporation (the “Manager”).

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