GREENWICH STREET SERIES FUND
AMENDMENT NO. 5
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 5 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 26th day of July 2002.
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 July 17, 2002, a majority of the Trustees voted to change
the name of the Money Market Portfolio to the Salomon Brothers Variable Money
Market Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 5 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
2. 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 Salomon Brothers Variable
Money Market Fund; 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
