GREENWICH STREET SERIES FUND AMENDMENT NO. 10 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
EXHIBIT (a)(q)
GREENWICH STREET SERIES FUND
AMENDMENT NO. 10
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 10
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
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.
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, a majority of the Trustees voted, effective May 1, 2006, to change the name of the
Trust from Greenwich Street Series Fund to Xxxx Xxxxx Partners Variable Portfolios II;
WHEREAS, a majority of the Trustees voted, effective May 1, 2006, to change the name of the
Sub-Trusts from Appreciation Portfolio to Xxxx Xxxxx Partners Variable Appreciation Portfolio;
Capital and Income Portfolio to Xxxx Xxxxx Partners Variable Capital and Income Portfolio;
Diversified Strategic Income Portfolio to Xxxx Xxxxx Partners Variable Diversified Strategic Income
Portfolio; Fundamental Value Portfolio to Xxxx Xxxxx Partners Variable Fundamental Value Portfolio;
Equity Index Portfolio to Xxxx Xxxxx Partners Variable Equity Index Portfolio; Salomon Brothers
Variable Aggressive Growth Fund to the Xxxx Xxxxx Partners Variable Aggressive Growth Portfolio;
and Salomon Brothers Variable Growth & Income Fund to the Xxxx Xxxxx Partners Variable Growth &
Income Portfolio; and
WHEREAS, the undersigned has been duly authorized by the Trustees to execute and file this
Amendment No. 10 to the Agreement;
NOW, THEREFORE, effective May 1, 2006, the Agreement is hereby amended as follows:
1. Article I, Section 1.1 of the Agreement is hereby deleted and replaced with the following:
Section 1.1 Name. This Trust shall be known as “Xxxx Xxxxx Partners Variable
Portfolios II” and the Trustees shall conduct the business of the Trust under that name or any
other name or names as they may from time to time determine.
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 Xxxx Xxxxx Partners Variable Diversified Strategic Income Portfolio; the Xxxx Xxxxx Partners
Variable Equity Index Portfolio (which shall consist of 2 classes designated as Class I and Class
II Shares); the Xxxx Xxxxx Partners Variable Growth & Income Portfolio (which shall consist of 2
classes designated as Class I and Class II Shares); the Xxxx Xxxxx Partners Variable Appreciation
Portfolio; the Xxxx Xxxxx Partners Variable Fundamental Value Portfolio; the Xxxx Xxxxx Partners
Variable Aggressive Growth Portfolio (which shall consist of 2 classes designated as Class I and
Class II Shares); Xxxx Xxxxx Partners Variable Capital and Income Portfolio (which shall consist of
1 class designated as 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the day and year first above written.
| GREENWICH STREET SERIES FUND |
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| By: | ||||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Assistant Secretary | |||
