ADVISORY AGREEMENT
GREENWICH STREET SERIES FUND
(Salomon Brothers Variable All Cap Value Fund)
December 17, 2001
Salomon Brothers Asset Management Inc
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Greenwich Street Series Fund (the "Company"), a trust organized under the
laws of the Commonwealth of Massachusetts, confirms its agreement with Salomon
Brothers Asset Management Inc (the "Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the investment objective(s),
policies and limitations specified in its Master Trust Agreement, as amended
from time to time (the "Master Trust Agreement"), in the prospectus (the
"Prospectus") and the statement of additional information (the "Statement")
filed with the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-1A, as amended from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Trustees of the Company (the "Board"). Copies of the Prospectus, the Statement
and the Master Trust Agreement have been or will be submitted to the Adviser.
The Company agrees to provide copies of all amendments to the Prospectus, the
Statement and the Master Trust Agreement to the Adviser on an on-going basis.
The Company desires to employ and hereby appoints the Adviser to act as the
investment adviser to the Salomon Brothers Variable All Cap Value Fund (the
"Portfolio"). The Adviser accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of the Company, the
Adviser will: (a) manage the Portfolio's holdings in accordance with the
Portfolio's investment objective(s) and policies as stated in the Master Trust
Agreement, the Prospectus and the Statement; (b) make investment decisions for
the Portfolio; (c) maintain a trading desk and place purchase and sale orders
for portfolio transactions for the Portfolio; and (d) employ professional
portfolio managers and securities analysts who provide research services to the
Portfolio. In providing those services, the Adviser will conduct a continual
program of investment, evaluation and, if appropriate, sale and reinvestment of
the Portfolio's assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the
Portfolio, the Adviser will seek the best overall terms available. In assessing
the best overall terms available for any transaction, the Adviser will consider
factors it deems relevant, including, but not limited to, the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction, and in
evaluating the best overall terms available, the Adviser is authorized to
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934), provided to the Portfolio
and/or other accounts over which the Adviser or its affiliates exercise
investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments materially
affecting the Portfolio's holdings, and will, on its own initiative, furnish the
Company from time to time with whatever information the Adviser believes is
appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the services listed
in paragraphs 2 and 3 above. The Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in connection
with the matters to which this Agreement relates, provided that nothing in this
Agreement shall be deemed to protect or purport to protect the Adviser against
any liability to the Company or to the shareholders of the Portfolio to which
the Adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or by
reason of the Adviser's reckless disregard of its obligations and duties under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Company will pay the Adviser on the first business day of each month a fee for
the previous month at the annual rate of 0.45 of 1.00% of the Portfolio's
average daily net assets. The fee for the period from the Effective Date
(defined below) of the Agreement to the end of the month during which the
Effective Date occurs shall be prorated according to the proportion that such
period bears to the full monthly period. Upon any termination of this Agreement
before the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Adviser, the value of the Portfolio's
net assets shall be computed at the times and in the manner specified in the
Prospectus and/or the Statement.
7. Expenses
The Adviser will bear all expenses in connection with the performance of its
services under this Agreement. The Company will bear certain other expenses to
be incurred in its operation, including, but not limited to, investment advisory
and administration fees; fees for necessary professional and brokerage services;
fees for any pricing service; the costs of regulatory compliance; and costs
associated with maintaining the Company's legal existence and shareholder
relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the Portfolio (including fees
pursuant to this Agreement and the Portfolio's administration agreements, but
excluding interest, taxes, brokerage and extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the Portfolio, the
Adviser will reduce its fee to the Portfolio by the proportion of such excess
expense equal to the proportion that its fee thereunder bears to the aggregate
of fees paid by the Portfolio for investment advice and administration in that
year, to the extent required by state law. A fee reduction pursuant to this
paragraph 8, if any, will be estimated, reconciled and paid on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts, and as investment adviser to other investment companies, and the
Company has no objection to the Adviser's so acting, provided that whenever the
Portfolio and one or more other investment companies advised by the Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with a formula believed to be equitable to each
company. The Portfolio recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for the Portfolio. In
addition, the Portfolio understands that the persons employed by the Adviser to
assist in the performance of the Adviser's duties under this Agreement will not
devote their full time to such service and nothing contained in this Agreement
shall be deemed to limit or restrict the right of the Adviser or any affiliate
of the Adviser to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of the date set forth above (the
"Effective Date") and shall continue for an initial two-year term and shall
continue thereafter so long as such continuance is specifically approved at
least annually by (i) the Board of the Company or (ii) a vote of a "majority"
(as defined in the Investment Company Act of 1940, as amended (the "1940 Act"))
of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board of the Company or by vote of
holders of a majority of the Portfolio's shares, or upon 90 days' written
notice, by the Adviser. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).
11. Representation by the Company
The Company represents that a copy of the Master Trust Agreement is on file
with the Secretary of The Commonwealth of Massachusetts.
12. Limitation of Liability
The Company and the Adviser agree that the obligations of the Company under
this Agreement shall not be binding upon any of the members of the Board,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Company, individually, but are binding only upon the assets and
property of the Company, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the Board and a
majority of the holders of the Portfolio's outstanding voting securities, and
signed by an authorized officer of the Company, acting as such, and neither such
authorization by such members of the Board and shareholders nor such execution
and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and property of the Company as provided in the Master Trust
Agreement.
13. Use of Name "Salomon Brothers"
Adviser hereby grants to the Company, on behalf, of the Portfolio, a
royalty-free, non-exclusive license to use the name "Salomon Brothers" in the
name of the Portfolio for the duration of this Agreement and any extensions or
renewals thereof. Such license shall, upon termination of this Agreement, be
terminated by Adviser, in which event the Company, on behalf of the Portfolio,
shall promptly take whatever action may be necessary to change its name and
discontinue any further use of the name "Salomon Brothers" in the name of the
Portfolio or otherwise to the extent legally possible.
If the foregoing is in accordance with your understanding, kindly indicate
your acceptance of this Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
GREENWICH STREET SERIES FUND
By:_______________________________
Name: Xxxxx X. XxXxxxxx
Title: President
Accepted:
SALOMON BROTHERS ASSET MANAGEMENT INC
By: ____________________________________________
Name:
Title:
