GREENWICH STREET SERIES FUND
AMENDMENT NO. 2
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 2 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 21st day of November 2001.
WITNESSETH:
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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 October 17, 2001, a majority of the Trustees voted to change
the name of the International Equity Portfolio to the Salomon Brothers Variable
International Equity Fund; the name of Growth & Income Portfolio to the Salomon
Brothers Variable Growth & Income Fund; and the name of Emerging Growth
Portfolio to Salomon Brothers Variable Emerging Growth Fund.
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 2 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
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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 Money Market Portfolio; the
Intermediate High Grade Bond Portfolio; the Diversified Strategic Income
Portfolio; the Equity 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; the Appreciation Portfolio; the
Fundamental Value Portfolio; the Salomon Brothers Variable Emerging Growth Fund;
and the Salomon Brothers Variable International Equity Fund. 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:
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Secretary