Registration No. 33-40603
811-6310
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 15 [X]
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 [X]
GREENWICH STREET SERIES FUND
(Exact name of Registrant as specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
(212) 816-6474
Registrant's Telephone Number, including area code
Christina T. Sydor, 388 Greenwich Street, New York, New York 10013
(Name and Address of Agent for Service)
Continuous
(Approximate Date of Proposed Public Offering)
It is proposed that this filing becomes effective (check appropriate
box):
[ ] Immediately upon filing pursuant to paragraph b [ ] on (date)
pursuant to paragraph b
[x] 60 days after filing pursuant to paragraph (a)(1) [ ] on
(date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on
(date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
Documents:
Front Cover
Contents Page
Part A - Prospectus Supplement.
Part B - Statement of Additional Information incorporated by
reference.
Part C - Other Information
Signature Page
Exhibits
<PAGE>
Part A
PROSPECTUS
The Prospectus of the Greenwich Street Series Fund (the "Fund")
containing the prospectuses of the Appreciation Portfolio,
Diversified Strategic Income Portfolio, Emerging Growth Portfolio,
Equity Income Portfolio, Equity Index Portfolio, Growth & Income
Portfolio, Intermediate High Grade Portfolio, International Equity
Portfolio, Money Market Portfolio and Total Return Portfolio which
are part of the series of the Fund is incorporated by reference to
Part A of Post-Effective No. 14 to the Fund's Registration Statement
filed on April 30, 1998. (Accession No. 0000091155-98-000277)
The Supplement dated January 15, 1999 to the Prospectus of the Fund
dated April 30, 1998 for the purpose of creating a new class of
shares (Class II Shares) of the Equity Index Portfolio of the Fund,
is filed herein.
GREENWICH STREET SERIES FUND
On behalf of the Equity Index Portfolio
Supplement dated January 15, 1999
to the Prospectus dated April 30, 1998
The following information supplements, and to the extent inconsistent
therewith, supersedes, the information in the Prospectus under: "How to Use
the Fund"
Investing in the Fund
Shares of the Fund are currently offered exclusively to Contract owners. The
existing shares of the Portfolio are redesignated as Class I shares. The Fund
has created a separate class of shares to be designated Class II.
Sales Charges and Surrender Charges
The Fund does not assess any sales charge, either when it sells or when it
redeems shares of the Portfolio. However, Class II Shares are subject to an
annual distribution fee of 0.25% of the daily net assets of the Class.
The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act for the
Class B shares of the Fund (the "Plan"). Pursuant to the Plan, each Portfolio
participating in the Plan may pay the Salomon Smith Barney, Inc. ("Salomon
Smith Barney") (for remittance to a Participating Insurance Company) for
various costs incurred or paid by such company in connection with the
distribution of Shares of that Portfolio. Depending on the Participating
Insurance Company's corporate structure and applicable state law, Salomon
Smith Barney may remit payments to the Participating Insurance Company's
affiliated broker-dealer or other affiliated company rather than the
Participating Insurance Company itself.
The Plan provides that the Fund, on behalf of each Portfolio, shall pay
Salomon Smith Barney in its capacity as principal underwriter of the Shares, a
fee of up to 0.25% of the average daily net assets of a Portfolio attributable
to its Shares. Under the terms of the Plan, the Fund is authorized to make
payments quarterly to Salomon Smith Barney for remittance to a Participating
Insurance Company, in order to pay or reimburse such Participating Insurance
Company for distribution and shareholder servicing-related expenses incurred
or paid by such Participating Insurance Company.
Expenses payable pursuant to the Plan may include, but are not necessarily
limited to: (a) the printing and mailing of Fund prospectuses, statements of
additional information, any supplements thereto and shareholder reports for
existing and prospective Contract owners; (b) those relating to the
development, preparation, printing and mailing of Fund advertisements, sales
literature and other promotional materials describing and/or relating to the
Fund and including materials intended for use within the Participating
Insurance Company, or for broker-dealer only use or retail use; (c) holding
seminars and sales meetings designed to promote the distribution of Fund
Shares; (d) obtaining information and providing explanations to Contract
owners regarding Fund investment objectives and policies and other information
about the Fund and its Portfolios, including the performance of the
Portfolios; (e) training sales personnel regarding the Fund; (f) compensating
sales personnel in connection with the allocation of cash values and premiums
of the Contracts to the Fund; (g) personal service and/or maintenance of
Contract owner accounts with respect to Fund Shares attributable to such
accounts; and (h) financing any other activity that the Fund's Board of
Trustees determines is primarily intended to result in the sale of Shares.
Financial Highlights
The following information for the three years ended December 31, 1997 has been
audited by KPMG Peat Marwick LLP, independent auditors, whose report thereon
appears in the Fund's Annual Report dated December 31, 1997. The information
for each of the years in the four year period ended December 31, 1994 has been
audited by other auditors, whose report thereon appears in the Fund's Annual
Report dated December 31, 1994. The information set out below should be read
in conjunction with the financial statements and related notes that also
appear in the Fund's Annual Report to Shareholders, which is incorporated by
reference into the SAI.
For a share of beneficial interest outstanding throughout each period:
EQUITY INDEX PORTFOLIO
1998(1
)
1997
1996
1995
1994
1993
1992
1991(
4)
Net Asset Value, Beginning
of Year
$23.59
$18.
36
$15.
58
$11.
69
$11.
90
$11.
27
$10.
62
$10.0
0
Income From Operations:
Net investment income(3)
0.04
0.12
0.22
0.25
0.23
0.20
0.17
0.04
Net realized and
unrealized gain (loss)
4.07
5.76
3.17
3.88
(0.1
4)
0.71
0.55
0.58
Total Income From
Operations
4.11
5.88
3.39
4.13
0.09
0.91
0.72
0.62
Less Distributions From:
Net investment income
(0.08)
(0.1
7)
(0.2
3)
(0.2
3)
(0.1
5)
(0.1
6)
(0.0
2)
- --
Net realized gains
(0.21)
(0.4
8)
(0.3
8)
(0.0
1)
(0.1
5)
(0.1
2)
(0.0
5)
- --
Total Distributions
(0.29)
(0.6
5)
(0.6
1)
(0.2
4)
(0.3
0)
(0.2
8)
(0.0
7)
- --
Net Asset Value, End of
Period
$27.41
$23.
59
$18.
36
$15.
58
$11.
69
$11.
90
$11.
27
$10.6
2
Total Return
17.41%
32.1
6%
21.6
8%
35.8
1%
0.85
%
8.66
%
6.74
%
6.20%
Net Assets, End of Period
(millions)
$90
$35
$19
$15
$10
$9
$4
$2
Ratios to Average Net
Assets:
Expenses(3)
0.29%
0.76
%
1.06
%
1.00
%
1.00
%
1.00
%
1.00
%
0.98
Net investment income
1.42
1.08
1.37
1.84
2.10
1.77
2.10
2.91
Portfolio turnover rate
1%
6%
7%
5%
1%
1%
8%
- --
Average commissions per
share paid on equity
transactions (2)
$0.03
$0.0
3
$0.0
4
$0.0
5
- --
- --
- --
- --
(1) For the six months ended June 30, 1998 (unaudited).
(2) As of September 1995, the SEC instituted new guidelines requiring the
disclosure of average commissions per share.
(3) For the Equity Index Portfolio, the Investment adviser waived all or
part of its fees for the six months ended June 30, 1998 and the three-year
period ended December 31, 1995. In addition, for Equity Index Portfolio,
IDS Life reimbursed expenses of $6,842, $25,496 and $28,169 for the three-
year period ended December 31, 1995. If such fees were not waived and
expenses not reimbursed, the per share effect on net investment income and
the expense ratios would have been as follows:
Per Share Decreases to
Net Investment Income
Expense Ratios Without
Waivers and Reimbursements
Portfo
lio
1998
19
97
19
96
19
95
19
94
19
93
19
92
19
91
1998
19
97
19
96
199
5
199
4
199
3
199
2
1991
Equity
Index
$0.0
1
N/
A
N/
A
$0
.0
2
$0
.0
6
$0
.1
0
$0
.1
5
$0
.0
9
0.47
%
N/
A
N/
A
1.1
7%
1.5
3%
1.8
8%
2.8
9%
7.60
%
(4) For the period from October 16, 1991 (commencement of operations) to
December 31, 1991.
Total return is not annualized, as it may not be representative of the
total return for the year.
Annualized.
Additional Information
Class II shares are subject to the same terms and conditions as Class I
shares of the Fund as outlined in the Prospectus.
FD 10/98
Part B
STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information of the Fund is incorporated
by reference to Part B of Post-Effective Amendment No. 14 to the
Fund's Registration Statement filed on April 30, 1998. (Accession
No. 0000091155-98-000277)
Part C
OTHER INFORMATION
Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C of this Registration
Statement.
GREENWICH STREET SERIES FUND
PART C - OTHER INFORMATION
Item 23. Exhibits
All references are to the Registrant's Registration
Statement on Form N-1A (the "Registration Statement") as
filed with the SEC on May 16, 1991 (File Nos. 33-40603
and 811-6310).
(a) (1) Registrant's Master Trust Agreement and Amendment Nos. 1
and 2 are incorporated by reference to Post-Effective
Amendment No. 6 to the Registrant's Registration
Statement as filed with the SEC on December 1, 1993
("Post-Effective Amendment No. 6").
(2) Registrant's Amendments No.3 and No. 4 to the Master
Trust Agreement are filed herein.
(b) Registrant's by-laws are incorporated by reference to the
Registration Statement.
(c) Specimen certificates for shares of beneficial interest
in the Money Market Portfolio, Intermediate High Grade
Portfolio, Diversified Strategic Income Portfolio, Equity
Income Portfolio, Equity Index Portfolio, Growth and
Income Portfolio and Appreciation Portfolio is
incorporated by reference to Pre-Effective Amendment No.
1 to the Registrant's Registration Statement as filed
with the SEC on July 10, 1991 ("Pre-Effective Amendment
No. 1").
(d) (1) Investment Advisory Agreement dated April 1, 1995 between
the Registrant and Travelers Investment Management
Company relating to Equity Index Portfolio, is
incorporated by reference to Post-Effective Amendment No.
10 to the Registrant's Registration Statement as filed
with the SEC on May 3, 1995 ("Post-Effective Amendment
No. 10").
(2) Investment Advisory Agreements dated July 30, 1993
between the Registrant and Greenwich Street Advisors
relating to Money Market, Intermediate High Grade,
Diversified Strategic Income, Equity Income and Growth
and Income Portfolios and between the Registrant and
Smith Barney Shearson Asset Management relating to
Appreciation Portfolio dated July 30, 1993, are
incorporated by reference to Post-Effective Amendment No.
4 to the Registrant's Registration Statement as filed
with the SEC on October 22, 1993 ("Post Effective
Amendment No. 4").
(3) Investment Advisory Agreement with Smith Barney Shearson
Asset Management relating to Total Return Portfolio,
dated November 23, 1993, is incorporated by reference to
Post-Effective Amendment No. 6.
(4) Investment Advisory Agreement with Smith, Barney
Advisers, Inc. relating to International Equity
Portfolio, dated November 23, 1993, is incorporated by
reference to Post-Effective Amendment No. 6.
(5) Investment Advisory Agreement with American Capital Asset
Management, Inc. relating to Emerging Growth Portfolio,
is incorporated by reference to Post-Effective Amendment
No. 10.
(6) Form of Investment Advisory Agreement with Greenwich
Street Advisors relating to Diversified Strategic Income
Portfolio dated March 21, 1994 is incorporated by
reference to Post-Effective Amendment No. 9 to the
Registration Statement as filed with the SEC on May 1,
1994 ("Post-Effective Amendment No. 9").
(7) Form of Sub-Investment Advisory Agreement with Smith
Barney Global Capital Management Inc. relating to
Diversified Strategic Income Portfolio dated March 21,
1994 is incorporated by reference to Post-Effective
Amendment No. 9.
(e) (1) Distribution Agreement with Smith Barney Shearson Inc.,
dated July 30, 1993, is incorporated by reference to
Post-Effective Amendment No. 4.
(2) Form of Distribution Agreement with CFBDS, Inc. dated
October 8, 1998 is filed herewith.
(f) Not Applicable.
(g) (1) Form of Custody Agreement between the Registrant and PNC
Bank, National Association is incorporated by reference
to Post-Effective Amendment No. 11 to the Registration
Statement as filed with the SEC on September 6, 1995
("Post-Effective Amendment No. 11").
(2) Form of Custody Agreement between the Registrant and The
Chase Manhattan Bank is incorporated by reference to
Post-Effective Amendment No. 13 to the Registration
Statement as filed with the SEC on April 29, 1997 ("Post-
Effective Amendment No. 13").
(h) (1) Administration Agreements dated June 4, 1994 with Smith
Barney Mutual Funds Management Inc. relating to Money
Market, Intermediate High Grade, Diversified Strategic
Income, Equity Income, Equity Index, Growth and Income,
Appreciation, Total Return, Emerging Growth and
International Equity Portfolios are incorporated by
reference to Post-Effective Amendment No. 10.
(2) Transfer Agency Agreement between the Registrant
and The Shareholder Services Group, Inc. dated August 2,
1993 is incorporated by reference to Post-Effective
Amendment No. 7 to the Registrant's Registration
Statement as filed with the SEC on March 1, 1994 ("Post-
Effective Amendment No. 7").
(i) Not applicable
(j) Not applicable
(k) Not applicable.
(l) Purchase Agreement is incorporated by reference to Pre-
Effective Amendment No. 3 to the Registration Statement
filed with the SEC on October 15, 1991.
(m) Form of Distribution Plan pursuant to Rule 12b-1 for
the Equity Index Portfolio filed herewith
(n) Financial Data Schedule is to be filed by
amendment.
(o) Rule 18f-3 Plan filed herein.
Item 24. Persons Controlled by or under Common Control with
Registrant
Shares of the Registrant will be offered to IDS Life
Insurance Company ("IDS Life") and IDS Life Insurance
Company of New York ("IDS Life of New York"),
corporations organized under the laws of the State of
Minnesota, for allocation to one or more separate
subaccounts of the IDS Life Account SBS. IDS Life and IDS
Life of New York are wholly owned subsidiaries of
American Express Financial Services, a corporation
organized under the laws of the state of Delaware.
Item 25. Indemnification
The response to this item is incorporated by reference to
Pre-Effective Amendment No. 3
Item 26 . Business and Other Connections of Investment
Adviser
(a) Investment Adviser--Mutual Management Corp., formerly
known as Smith Barney Mutual Funds Management Inc.
("MMC").
MMC was incorporated in December 1968 under the laws of
the State of Delaware. MMC is a wholly owned subsidiary
of Salomon Smith Barney Holdings Inc., formerly known as
Smith Barney Holdings Inc., which in turn is a wholly
owned subsidiary of Citigroup Inc. ("Citigroup"). MMC is
registered as an investment adviser under the Investment
Advisers Act of 1940 (the "1940 Act").
The list required by this Item 28 of officers and
directors of MMC together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by such officers and
directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by MMC
pursuant to the Investment Advisers Act of 1940 Act (the
"Advisers Act") (SEC File No. 801-8314).
(b) Investment Adviser - - Smith Barney Global Capital
Management, Inc.
Investment Adviser - - Smith Barney Global Capital
Management, Inc. ("SBGCM") was incorporated on January
22, 1988 under the laws of the State of Delaware. SBGCM
is an indirect wholly owned subsidiary of Smith Barney
Holdings Inc., which in turn is a wholly owned subsidiary
of Citigroup. SBGCM is an investment adviser registered
with the Securities and Exchange Commission in the United
States and with the Investment Management Regulatory
Organization Limited in the United Kingdom. SBGCM
conducts its operations primarily in the United Kingdom.
The list required by this Item 28 of officers and
directors of SBGCM, together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by such officers and
directors during the past two years, is incorporated by
reference to Schedules A and D of FORM ADV filed by SBGCM
pursuant to the Advisers Act (SEC File No. 801-31824).
(c). Investment Adviser - - Van Kampen American Capital Asset
Management, Inc.
Van Kampen American Capital Asset Management Inc.
("VKAC"), is located at One Parkview Plaza, Oakbrook
Terrace, Illinois 60181 and through its predecessors, has
been in the investment counseling business since 1926.
VKAC is a wholly owned subsidiary of VK/AC Holding, Inc.
VK/AC Holding, Inc. is a wholly owned subsidiary of
Morgan Stanley Dean Witter & Co.
The list required by this Item 28 of officers and
directors of VKAC, together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by such officers and
directors during the past two fiscal years, is
incorporated by reference to Schedules A and D of FORM
ADV filed by VKAC pursuant to the Advisers Act (SEC File
No. 801-1169).
(d). Investment Adviser -- Travelers Investment Management
Company
Travelers Investment Management Company ("TIMCO"), is
located at One Tower Square, Hartford, Connecticut 06183,
and has been in the investment counseling business since
1976. TIMCO is a wholly owned subsidiary of Citigroup.
The list required by this Item 28 of officers and
directors of TIMCO, together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by such officers and
directors during the past two fiscal years, is
incorporated by reference to Schedules A and D of Form
ADV filed by TIMCO pursuant to Advisers Act (SEC File No.
801-07212).
Item 27. Principal Underwriters
(a) CFBDS, Inc., ("CFBDS") the Registrant's
Distributor, is also the distributor for the following
Smith Barney funds: Concert Investment Series, Consulting
Group Capital Markets Funds, Smith Barney Adjustable Rate
Government Income Fund, Smith Barney Aggressive Growth
Fund Inc., Smith Barney Appreciation Fund Inc., Smith
Barney Arizona Municipals Fund Inc., Smith Barney
California Municipals Fund Inc., Smith Barney Concert
Allocation Series Inc., Smith Barney Equity Funds, Smith
Barney Fundamental Value Fund Inc., Smith Barney Funds,
Inc., Smith Barney Income Funds, Smith Barney
Institutional Cash Management Fund, Inc., Smith Barney
Investment Funds Inc., Smith Barney Investment Trust,
Smith Barney Managed Governments Fund Inc., Smith Barney
Managed Municipals Fund Inc., Smith Barney Massachusetts
Municipals Fund, Smith Barney Money Funds, Inc., Smith
Barney Muni Funds, Smith Barney Municipal Money Market
Fund, Inc., Smith Barney Natural Resources Fund Inc.,
Smith Barney New Jersey Municipals Fund Inc., Smith
Barney Oregon Municipals Fund Inc., Smith Barney
Principal Return Fund, Smith Barney Small Cap Blend Fund,
Inc., Smith Barney Telecommunications Trust, Smith Barney
Variable Account Funds, Smith Barney World Funds, Inc.,
Travelers Series Fund Inc., and various series of unit
investment trusts.
CFBDS also serves as the distributor for the following
funds: The Travelers Fund UL for Variable Annuities, The
Travelers Fund VA for Variable Annuities, The Travelers
Fund BD for Variable Annuities, The Travelers Fund BD II
for Variable Annuities, The Travelers Fund BD III for
Variable Annuities, The Travelers Fund BD IV for Variable
Annuities, The Travelers Fund ABD for Variable Annuities,
The Travelers Fund ABD II for Variable Annuities, The
Travelers Separate Account PF for Variable Annuities, The
Travelers Separate Account PF II for Variable Annuities,
The Travelers Separate Account QP for Variable Annuities,
The Travelers Separate Account TM for Variable Annuities,
The Travelers Separate Account TM II for Variable
Annuities, The Travelers Separate Account Five for
Variable Annuities, The Travelers Separate Account Six
for Variable Annuities, The Travelers Separate Account
Seven for Variable Annuities, The Travelers Separate
Account Eight for Variable Annuities, The Travelers Fund
UL for Variable Annuities, The Travelers Fund UL II for
Variable Annuities, The Travelers Variable Life Insurance
Separate Account One, The Travelers Variable Life
Insurance Separate Account Two, The Travelers Variable
Life Insurance Separate Account Three, The Travelers
Variable Life Insurance Separate Account Four, The
Travelers Separate Account MGA, The Travelers Separate
Account MGA II, The Travelers Growth and Income Stock
Account for Variable Annuities, The Travelers Quality
Bond Account for Variable Annuities, The Travelers Money
Market Account for Variable Annuities, The Travelers
Timed Growth and Income Stock Account for Variable
Annuities, The Travelers Timed Short-Term Bond Account
for Variable Annuities, The Travelers Timed Aggressive
Stock Account for Variable Annuities, The Travelers Timed
Bond Account for Variable Annuities.
In addition, CFBDS, the Registrant's Distributor, is also
the distributor for CitiFunds Multi-State Tax Free Trust,
CitiFunds Premium Trust, CitiFunds Institutional Trust,
CitiFunds Tax Free Reserves, CitiFunds Trust I, CitiFunds
Trust II, CitiFunds Trust III, CitiFunds International
Trust, CitiFunds Fixed Income Trust, CitiSelect VIP Folio
200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400,
CitiSelect VIP Folio 500, CitiFunds Small Cap Growth VIP
Portfolio. CFBDS is also the placement agent for Large
Cap Value Portfolio, Small Cap Value Portfolio,
International Portfolio, Foreign Bond Portfolio,
Intermediate Income Portfolio, Short-Term Portfolio,
Growth & Income Portfolio, U.S. Fixed Income Portfolio,
Large Cap Growth Portfolio, Small Cap Growth Portfolio,
International Equity Portfolio, Balanced Portfolio,
Government Income Portfolio, Tax Free Reserves Portfolio,
Cash Reserves Portfolio and U.S. Treasury Reserves
Portfolio.
In addition, CFBDS is also the distributor for the
following Salomon Brothers funds: Salomon Brothers
Opportunity Fund Inc., Salomon Brothers Investors Fund
Inc., Salomon Brothers Capital Fund Inc., Salomon
Brothers Series Funds Inc., Salomon Brothers
Institutional Series Funds Inc., Salomon Brothers
Variable Series Funds Inc.
In addition, CFBDS is also the distributor for the
Centurion Funds, Inc.
(b) The information required by this Item 27 with
respect to each director and officer of CFBDS is
incorporated by reference to Schedule A of Form BD filed
by CFBDS pursuant to the Securities and Exchange Act of
1934 (File No. 8-32417).
(c) Not applicable.
Item 28. Location of Accounts and Records
(1) Mutual Management Corp.
388 Greenwich Street
New York, New York 10013
(Records relating to its function as Investment Adviser
and Administrator)
(2) Van Kampen American Capital Asset Management, Inc.
One Parkview Plaza,
Oakbrook Terrace, Illinois 60181
(Records relating to its function as Investment Adviser)
(3) Smith Barney Global Capital Management Inc.
10 Piccadilly
London, U.K. W1V-9LA
(Records relating to its function as Sub- Investment
Adviser)
(4) Travelers Investment Management Company
One Tower Square
Hartford, CT 06183-2030
(Records relating to its function as Investment Adviser)
(5) CFBDS, Inc.
21 Milk Street, 5th Floor
Boston, MA 02109
(Records relating to its function as Distributor)
(6) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, PA 19103
(Records relating to its function as Custodian)
(7) First Data Investor Services Group, Inc.
One Exchange Place
53 State Street
Boston, Massachusetts 02109
(Records relating to its function as Transfer Agent and
Dividend Paying Agent)
Item 29. Management Services
There are no management related services contracts not
discussed on Part A or Part B.
Item 30. Undertakings
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this Amendment to
the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
and where applicable, the true and lawful attorney-in-fact, thereto
duly authorized, in the City of New York and State of New York on the
24th day of December, 1998.
GREENWICH STREET SERIES FUND
By: /s/Heath B. McLendon
Heath B. McLendon
Chairman of the Board
We, the undersigned, hereby severally constitute and appoint Heath B.
McLendon, Christina T. Sydor and Lewis E. Daidone and each of them
singly, our true and lawful attorneys, with full power to them and
each of them to sign for us, and in our hands and in the capacities
indicated below, any and all Amendments to this Registration
Statement and to file the same, with all exhibits thereto, and other
documents therewith, with the Securities and Exchange Commission,
granting unto said attorneys and each of them, acting alone, full
authority and power to do and perform each and every act and thing
requisite or necessary to be done in the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys or any of them may
lawfully do or cause to be done by virtue thereof.
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed
below by the following persons in the capacities and as of the dates
indicated.
/s/Heath B. McLendon
Heath B. McLendon
Chairman of the Board
and Chief Executive
Officer
December 24,
1998
/s/Lewis E. Daidone
Lewis E. Daidone
Senior Vice President
and Treasurer (Chief
Financial and
Accounting Officer)
December 24,
1998
/s/Herber Barg
Herbert Barg
Trustee
December 24,
1998
/s/Alfred J. Bianchetti
Alfred J. Bianchetti
Trustee
December 24,
1998
/s/Martin Brody
Martin Brody
Trustee
December 24,
1998
/s/Dwight B. Crane
Dwight B. Crane
Trustee
December 24,
1998
/s/Burt N. Dorsett
Burt N. Dorsett
Trustee
December 24,
1998
/s/Elliot S. Jaffe
Elliot S. Jaffe
Trustee
December 24,
1998
/s/Stephen E. Kaufman
Stephen E. Kaufman
Trustee
December 24,
1998
/s/Joseph J. McCann
Joseph J. McCann
Trustee
December 24,
1998
/s/Cornelius C. Rose, Jr.
Cornelius C. Rose, Jr.
Trustee
December 24,
1998
EXHIBIT INDEX
Exhibit No. Exhibit
(a) Amendments Nos. 3 and 4 to the Master Trust Agreement.
(e) Form of Distribution Agreement
(m) Form of Rule 12b-1 Plan
(n) Financial Data Schedule. +
(o) 18f-3 Plan
+To be filed by further amendment.
SMITH BARNEY SHEARSON SERIES FUND
AMENDMENT NO. 3 TO THE MASTER TRUST AGREEMENT
(Change of Name of the Fund and Change of Emeritus Policy )
The undersigned, Assistant Secretary of Smith Barney Shearson
Series Fund (the "Fund"), does hereby certify that pursuant to
Article I, Section 1.1 and Article VII, Section 7.3 of the Master
Trust Agreement dated May 13, 1991, the following votes were duly
adopted by the Board of Trustees at a Regular Meeting of the Board
held on July 20, 1994:
(Change of Name of the Fund)
VOTED: That the name of the Fund previously established and
designated pursuant to the Fund's Master Trust Agreement
be modified and amended as set forth below:
Current Name: Name as Amended:
Smith Barney Shearson Smith Barney
Series Fund Series Fund
; and further
(Change of Emeritus Policy)
VOTED: That Article III, Sections 3.1(i) and 3.1(j) of the
Fund's Master Trust Agreement be and are hereby amended
and restated in their entirety as follows:
Section 3.1(i)
A Trustee who has reached the age of seventy two (72) years
may elect the status of Trustee Emeritus provided that the
Trustee has served for ten (10) years as a member of the
Fund's Board of Trustees or of the Board of Trustees of
another investment company distributed, advised or
administered by an entity under common control with the
Fund's distributor, investment adviser or administrator.
Upon reaching eighty (80) years of age, a Trustee must elect
status as a Trustee Emeritus. (The foregoing provisions
shall not be deemed to restrict a Trustee's ability to
resign.)
Section 3.1(j)
A Board Member designated as a Trustee Emeritus may attend
meetings of the Board of Trustees, however, he or she shall
have no voting rights and shall not be under a duty to manage
or direct the business and affairs of the Fund. A Trustee
Emeritus shall not be deemed to stand in a fiduciary relation
to the Fund and shall not be responsible to discharge the
duties of a Trustee or to exercise that diligence, care or
skill which a Trustee would ordinarily be required to
exercise under applicable laws. In addition, a Trustee
Emeritus shall be indemnified to the full extent that an
officer or Trustee of the Fund may be indemnified under the
Fund's governing documents and applicable state and federal
laws.
As long as a Board Member is a Trustee Emeritus, but in no
event for more than a period of ten (10) years, provided the
Fund has net assets in excess of $100 million, a Trustee
Emeritus will receive 50% of the annual retainer and annual
meeting fees paid to active Board Members. In any event, a
Trustee Emeritus shall be entitled to reasonable out-of-
pocket expenses for each meeting attended; and further
VOTED: That the appropriate officers of the Fund be, and each
hereby is, authorized to execute and file any notices
required to be filed reflecting the foregoing changes;
to execute amendments to the Fund's Master Trust
Agreement and By-Laws reflecting the foregoing change;
and to execute and file all requisite certificates,
documents and instruments and to take such other actions
required to cause said amendment to become effective and
to pay all requisite fees and expenses incident thereto;
and further
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 14th day of October, 1994.
/s/ Lee D. Augsburger
Lee D. Augsburger
Assistant Secretary
funds/ssf/namechge.doc
SMITH BARNEY SHEARSON SERIES FUND
AMENDMENT NO. 3 TO THE MASTER TRUST AGREEMENT
(Change of Name of the Fund and Change of Emeritus Policy )
The undersigned, Assistant Secretary of Smith Barney Shearson
Series Fund (the "Fund"), does hereby certify that pursuant to
Article I, Section 1.1 and Article VII, Section 7.3 of the Master
Trust Agreement dated May 13, 1991, the following votes were duly
adopted by the Board of Trustees at a Regular Meeting of the Board
held on July 20, 1994:
(Change of Name of the Fund)
VOTED: That the name of the Fund previously established and
designated pursuant to the Fund's Master Trust Agreement
be modified and amended as set forth below:
Current Name: Name as Amended:
Smith Barney Shearson Smith Barney
Series Fund Series Fund
; and further
(Change of Emeritus Policy)
VOTED: That Article III, Sections 3.1(i) and 3.1(j) of the
Fund's Master Trust Agreement be and are hereby amended
and restated in their entirety as follows:
Section 3.1(i)
A Trustee who has reached the age of seventy two (72) years
may elect the status of Trustee Emeritus provided that the
Trustee has served for ten (10) years as a member of the
Fund's Board of Trustees or of the Board of Trustees of
another investment company distributed, advised or
administered by an entity under common control with the
Fund's distributor, investment adviser or administrator.
Upon reaching eighty (80) years of age, a Trustee must elect
status as a Trustee Emeritus. (The foregoing provisions
shall not be deemed to restrict a Trustee's ability to
resign.)
Section 3.1(j)
A Board Member designated as a Trustee Emeritus may attend
meetings of the Board of Trustees, however, he or she shall
have no voting rights and shall not be under a duty to manage
or direct the business and affairs of the Fund. A Trustee
Emeritus shall not be deemed to stand in a fiduciary relation
to the Fund and shall not be responsible to discharge the
duties of a Trustee or to exercise that diligence, care or
skill which a Trustee would ordinarily be required to
exercise under applicable laws. In addition, a Trustee
Emeritus shall be indemnified to the full extent that an
officer or Trustee of the Fund may be indemnified under the
Fund's governing documents and applicable state and federal
laws.
As long as a Board Member is a Trustee Emeritus, but in no
event for more than a period of ten (10) years, provided the
Fund has net assets in excess of $100 million, a Trustee
Emeritus will receive 50% of the annual retainer and annual
meeting fees paid to active Board Members. In any event, a
Trustee Emeritus shall be entitled to reasonable out-of-
pocket expenses for each meeting attended; and further
VOTED: That the appropriate officers of the Fund be, and each
hereby is, authorized to execute and file any notices
required to be filed reflecting the foregoing changes;
to execute amendments to the Fund's Master Trust
Agreement and By-Laws reflecting the foregoing change;
and to execute and file all requisite certificates,
documents and instruments and to take such other actions
required to cause said amendment to become effective and
to pay all requisite fees and expenses incident thereto;
and further
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 14th day of October, 1994.
/s/ Lee D. Augsburger
Lee D. Augsburger
Assistant Secretary
funds/ssf/namechge.doc
GREENWICH STREET SERIES FUND
DISTRIBUTION AGREEMENT
October 8, 1998
CFBDS, Inc.
21 Milk Street
Boston, MA 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the
"Fund") has agreed that you shall be, for the period of this
Agreement, the non-exclusive principal underwriter and distributor
of shares of the Fund and each Series of the Fund set forth on
Exhibit A hereto, as such Exhibit may be revised from time to time
(each, including any shares of the Fund not designated by series, a
"Series"). For purposes of this Agreement, the term "Shares"
shall mean shares of the each Series, or one or more Series, as the
context may require.
1. Services as Principal Underwriter and Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement, prospectus and statement of additional information then
in effect under the Securities Act of 1933, as amended (the "1933
Act"), and the Investment Company Act of 1940, as amended (the
"1940 Act"), and will transmit or cause to be transmitted promptly
any orders received by you or those with whom you have sales or
servicing agreements for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with registered securities
brokers and banks and into servicing agreements with financial
institutions and other industry professionals, such as investment
advisers, accountants and estate planning firms. In entering into
such agreements, you will act only on your own behalf as principal
underwriter and distributor. You will not be responsible for
making any distribution plan or service fee payments pursuant to
any plans the Fund may adopt or agreements it may enter into.
1.3 You shall act as the non-exclusive principal
underwriter and distributor of Shares in compliance with all
applicable laws, rules, and regulations, including, without
limitation, all rules and regulations made or adopted from time to
time by the Securities and Exchange Commission (the "SEC")
pursuant to the 1933 Act or the 1940 Act or by any securities
association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is
warranted for any reason, including, without limitation, market,
economic or political conditions, the Fund's officers may decline
to accept any orders for, or make any sales of, any Shares until
such time as those officers deem it advisable to accept such orders
and to make such sales and the Fund shall advise you promptly of
such determination.
2. Duties of the Fund
2.1 The Fund agrees to pay all costs and expenses
in connection with the registration of Shares under the 1933 Act,
and all expenses in connection with maintaining facilities for the
issue and transfer of Shares and for supplying information, prices
and other data to be furnished by the Fund hereunder, and all
expenses in connection with the preparation and printing of the
Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided
however, that nothing contained herein shall be deemed to require
the Fund to pay any costs of advertising or marketing the sale of
Shares.
2.2 The Fund agrees to execute any and all
documents and to furnish any and all information and otherwise to
take any other actions that may be reasonably necessary in the
discretion of the Fund's officers in connection with the
qualification of Shares for sale in such states and other U.S.
jurisdictions as the Fund may approve and designate to you from
time to time, and the Fund agrees to pay all expenses that may be
incurred in connection with such qualification. You shall pay all
expenses connected with your own qualification as a securities
broker or dealer under state or Federal laws and, except as
otherwise specifically provided in this Agreement, all other
expenses incurred by you in connection with the sale of Shares as
contemplated in this Agreement.
2.3 The Fund shall furnish you from time to time,
for use in connection with the sale of Shares, such information
reports with respect to the Fund or any relevant Series and the
Shares as you may reasonably request, all of which shall be signed
by one or more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such reports, when so
signed by the Fund's officers, shall be true and correct. The Fund
also shall furnish you upon request with (a) the reports of the
annual audits of the financial statements of the Fund for each
Series made by independent certified public accountants
retained by the Fund for such purpose; (b) semi-annual unaudited
financial statements pertaining to each Series; (c) quarterly
earnings statements prepared by the Fund for any Series; (d) a
monthly itemized list of the securities in each Series' portfolio;
(e) monthly balance sheets as soon as practicable after the end of
each month; (f) the current net asset value and offering price
per share for each Series on each day such net asset value is
computed and (g) from time to time such additional information
regarding the financial condition of each Series of the Fund as you
may reasonably request.
3. Representations and Warranties
The Fund represents to you that all registration statements,
prospectuses and statements of additional information filed by the
Fund with the SEC under the 1933 Act and the 1940 Act with respect
to the Shares have been prepared in conformity with the
requirements of said Acts and the rules and regulations of the SEC
thereunder. As used in this Agreement, the terms "registration
statement", "prospectus" and "statement of additional information"
shall mean any registration statement, prospectus and statement of
additional information filed by the Fund with the SEC and any
amendments and supplements thereto filed by the Fund with the SEC.
The Fund represents and warrants to you that any such registration
statement, prospectus and statement of additional information, when
such registration statement becomes effective and as such
prospectus and statement of additional information are amended and
supplemented, includes at the time of such effectiveness, amendment
or supplement all statements required to be contained therein in
conformance with the 1933 Act, the 1940 Act and the rules and
regulations of the SEC; that all statements of material fact
contained in any registration statement, prospectus or statement of
additional information will be true and correct when such
registration statement becomes effective; and that neither any
registration statement nor any prospectus or statement of
additional information when such registration statement becomes
effective will include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a
purchaser of the Fund's Shares. The Fund may, but shall not be
obligated to, propose from time to time such amendment or
amendments to any registration statement and such supplement or
supplements to any prospectus or statement of additional
information as, in the light of future developments, may, in the
opinion of the Fund, be necessary or advisable. If the Fund shall
not propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by the Fund of a
written request from you to do so, you may, at your option,
terminate this Agreement or decline to make offers of the Fund's
Shares until such amendments are made. The Fund shall not file any
amendment to any registration statement or supplement to any
prospectus or statement of additional information without giving
you reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the
Fund's right to file at any time such amendments to any
registration statement and/or supplements to any prospectus or
statement of additional information, of whatever character, as the
Fund may deem advisable, such right being in all respects absolute
and unconditional.
4. Indemnification
4.1 The Fund authorizes you to use any prospectus
or statement of additional information furnished by the Fund from
time to time, in connection with the sale of Shares. The Fund
agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or
liabilities and any such counsel fees incurred in connection
therewith) which you, your officers and directors, or any such
controlling person, may incur under the 1933 Act or under common
law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact
contained in any registration statement, any prospectus or any
statement of additional information or arising out of or based upon
any omission, or alleged omission, to state a material fact
required to be stated in any registration statement, any prospectus
or any statement of additional information or necessary to make the
statements in any of them not misleading; provided, however, that
the Fund's agreement to indemnify you, your officers or directors,
and any such controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses arising out of any
statements or representations made by you or your representatives
or agents other than such statements and representations as are
contained in any prospectus or statement of additional information
and in such financial and other statements as are furnished to you
pursuant to paragraph 2.3 of this Agreement; and further provided
that the Fund's agreement to indemnify you and the Fund's
representations and warranties herein before set forth in paragraph
3 of this Agreement shall not be deemed to cover any liability to
the Fund or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties, or by reason of your
reckless disregard of your obligations and duties under this
Agreement. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon the Fund's being notified of any action
brought against you, your officers or directors, or any such
controlling person, such notification to be given by letter or by
telegram addressed to the Fund at its principal office in New York,
New York and sent to the Fund by the person against whom such
action is brought, within ten days after the summons or other first
legal process shall have been served. The failure so to notify the
Fund of any such action shall not relieve the Fund from any
liability that the Fund may have to the person against whom such
action is brought by reason of any such untrue, or alleged untrue,
statement or omission, or alleged omission, otherwise than on
account of the Fund's indemnity agreement contained in this
paragraph 4.1. The Fund will be entitled to assume the defense of
any suit brought to enforce any such claim, demand or liability,
but, in such case, such defense shall be conducted by counsel of
good standing chosen by the Fund. In the event the Fund elects to
assume the defense of any such suit and retains counsel of good
standing, the defendant or defendants in such suit shall bear the
fees and expenses of any additional counsel retained by any of
them; but if the Fund does not elect to assume the defense of any
such suit, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as defendant
or defendants in such suit, for the reasonable fees and expenses of
any counsel retained by you or them. The Fund's indemnification
agreement contained in this paragraph 4.1 and the Fund's
representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any
investigation made by or on behalf of you, your officers and
directors, or any controlling person, and shall survive the
delivery of any of the Fund's Shares. This agreement of indemnity
will inure exclusively to your benefit, to the benefit of your
several officers and directors, and their respective estates, and
to the benefit of the controlling persons and their successors.
The Fund agrees to notify you promptly of the commencement of any
litigation or proceedings against the Fund or any of its officers
or Board members in connection with the issuance and sale of any of
the Fund's Shares.
4.2 You agree to indemnify, defend and hold the
Fund, its several officers and Board members, and any person who
controls the Fund within the meaning of Section 15 of the 1933 Act,
free and harmless from and against any and all claims, demands,
liabilities and expenses (including the costs of investigating or
defending such claims, demands or liabilities and any counsel fees
incurred in connection therewith) that the Fund, its officers or
Board members or any such controlling person may incur under the
1933 Act, or under common law or otherwise, but only to the extent
that such liability or expense incurred by the Fund, its officers
or Board members, or such controlling person resulting from such
claims or demands shall arise out of or be based upon any untrue,
or alleged untrue, statement of a material fact contained in
information furnished in writing by you to the Fund and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus or statement of
additional information, or shall arise out of or be based upon any
omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you to the
Fund and required to be stated in such answers or necessary to make
such information not misleading. Your agreement to indemnify the
Fund, its officers or Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification to
be given by letter or telegram addressed to you at your principal
office in Boston, Massachusetts and sent to you by the person
against whom such action is brought, within ten days after the
summons or other first legal process shall have been served. You
shall have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or omission
on your part or with the Fund's consent, and in any event the Fund,
its officers or Board members or such controlling person shall each
have the right to participate in the defense or preparation of the
defense of any such action with counsel of its own choosing
reasonably acceptable to you but shall not have the right to settle
any such action without your consent, which will not be
unreasonably withheld. The failure to so notify you of any such
action shall not relieve you from any liability that you may have
to the Fund, its officers or Board members, or to such controlling
person by reason of any such untrue, or alleged untrue, statement
or omission, or alleged omission, otherwise than on account of your
indemnity agreement contained in this paragraph 4.2. You agree to
notify the Fund promptly of the commencement of any litigation or
proceedings against you or any of your officers or directors in
connection with the issuance and sale of any of the Fund's Shares.
5. Effectiveness of Registration
No Shares shall be offered by either you or the Fund under
any of the provisions of this Agreement and no orders for the
purchase or sale of such Shares under this Agreement shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amendments
thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as a current prospectus as required by
Section 5(b) (2) of the 1933 Act is not on file with the SEC;
provided, however, that nothing contained in this paragraph 5 shall
in any way restrict or have any application to or bearing upon the
Fund's obligation to repurchase its Shares from any shareholder in
accordance with the provisions of the Fund's prospectus, statement
of additional information or charter documents, as amended from
time to time.
6. Offering Price
Shares of any class of any Series of the Fund offered for
sale by you shall be offered for sale at a price per share (the
"offering price") equal to (a) their net asset value (determined
in the manner set forth in the Fund's charter documents and the
then-current prospectus and statement of additional information)
plus (b) a sales charge, if applicable, which shall be the
percentage of the offering price of such Shares as set forth in the
Fund's then-current prospectus relating to such Series. In
addition to or in lieu of any sales charge applicable at the time
of sale, Shares of any class of any Series of the Fund offered for
sale by you may be subject to a contingent deferred sales charge as
set forth in the Fund's then-current prospectus and statement of
additional information. You shall be entitled to receive any sales
charge levied at the time of sale in respect of the Shares without
remitting any portion to the Fund. Any payments to a broker or
dealer through whom you sell Shares shall be governed by a separate
agreement between you and such broker or dealer and the Fund's
then-current prospectus and statement of additional information.
Any payments to any provider of services to you shall be governed
by a separate agreement between you and such service provider.
7. Notice to You
The Fund agrees to advise you immediately in writing:
(a) of any request by the
SEC for amendments to the
registration statement,
prospectus or statement of
additional information then in
effect or for additional
information;
(b) in the event of the
issuance by the SEC of any stop
order suspending the
effectiveness of the registration
statement, prospectus or
statement of additional
information then in effect or the
initiation of any proceeding for
that purpose;
(c) of the happening of
any event that makes untrue any
statement of a material fact made
in the registration statement,
prospectus or statement of
additional information then in
effect or that requires the
making of a change in such
registration statement,
prospectus or statement of
additional information in order
to make the statements therein
not misleading; and
(d) of all actions of the
SEC with respect to any amendment
to the registration statement, or
any supplement to the prospectus
or statement of additional
information which may from time
to time be filed with the SEC.
8. Term of the Agreement
This Agreement shall become effective on the date hereof,
shall have an initial term of one year from the date hereof, and
shall continue for successive annual periods thereafter so long as
such continuance is specifically approved at least annually by (a)
the Fund's Board or (b) by a vote of a majority (as defined in the
1940 Act) of the Fund's outstanding voting securities, provided
that in either event the continuance is also approved by a majority
of the Board members of the Fund who are not interested persons (as
defined in the 1940 Act) 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 with or without cause,
without penalty, on 60 days' notice by the Fund's Board or by vote
of holders of a majority of the relevant Series outstanding voting
securities, or on 90 days' notice by you. This Agreement will also
terminate automatically, as to the relevant Series, in the event of
its assignment (as defined in the 1940 Act and the rules and
regulations thereunder).
9. Arbitration
Any claim, controversy, dispute or deadlock arising
under this Agreement (collectively, a "Dispute") shall be settled
by arbitration administered under the rules of the American
Arbitration Association ("AAA") in New York, New York. Any
arbitration and award of the arbitrators, or a majority of them,
shall be final and the judgment upon the award rendered may be
entered in any state or federal court having jurisdiction. No
punitive damages are to be awarded.
10. Miscellaneous
So long as you act as a principal underwriter and
distributor of Shares, you shall not perform any services for any
entity other than investment companies advised or administered by
Citigroup Inc. or its subsidiaries. The Fund recognizes that the
persons employed by you to assist in the performance of your duties
under this Agreement may not devote their full time to such service
and nothing contained in this Agreement shall be deemed to limit or
restrict the persons employed by you or any of your affiliates
right to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature,
provided, however, that in conducting such business or rendering
such services your employees and affiliates would take reasonable
steps to assure that the other parties involved are put on notice
as to the legal entity with which they are dealing. This Agreement
and the terms and conditions set forth herein shall be governed by,
and construed in accordance with, the laws of the State of New York
without giving effect to its conflict of interest principles.
If the foregoing is in accordance with your understanding,
kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy, whereupon this Agreement will
become binding on you.
Very truly yours,
GREENWICH STREET
SERIES FUND
By:
_____________________
Authorized
Officer
Accepted:
CFBDS, INC.
By: __________________________
Authorized Officer
g:\legal\general\forms\agreemts\dist12b1\distrib
EXHIBIT A
Greenwich Street Series Fund
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
Page: 3
2
FORM OF
DISTRIBUTION PLAN
GREENWICH STREET SERIES FUND
EQUITY INDEX PORTFOLIO
This Distribution Plan (the "Plan") is adopted in accordance
with rule 12b-1 (the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act"), by Greenwich Street Series
Fund, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), with respect to the
Class II shares ("Class II shares") of its Equity Index Portfolio
(the "Fund") which are offered to life insurance companies
(each, a "Life Company") for allocation to certain of their
separate accounts established for the purpose of funding variable
annuity contracts and variable annuity life policies (collectively
referred to herein as "Variable Contracts") subject to the
following terms and conditions:
Section 1. Annual Fee
(a) Distribution Fee for Class II shares. The Fund will pay
Smith Barney Inc., for remittance to a Life Company for various
costs incurred or paid by the Life Company in connection with the
distribution of Class II shares, a distribution fee under the Plan
at the annual rate of .25% of the average daily net assets of the
Fund attributable to the Class II shares (the " Distribution
Fee")
(b) Payment of Fees. The Distribution Fee will be
calculated daily and paid monthly by the Fund with respect to
Class II shares at the annual rates indicated above.
Section 2. Expenses Covered by the Plan
Subject to the supervision of the Board of Trustees, the
Trust may engage, directly or indirectly, in any activities
primarily intended to result in the sale of Class II shares of the
Fund to With respect to expenses incurred by Class II shares of
the Fund, the Distribution Fee may include, but not necessarily be
limited to, the following costs; (a) costs of printing and
distributing the Fund's prospectus, statement of additional
information and reports to existing and prospective Variable
Contract owners investors in the Fund; (b) costs involved in
preparing, printing and distributing sales literature relating to
the Fund and including materials intended for use within the Life
Company; (c) of holding seminars and sales meetings designed to
promote distribution of Fund shares; (d) of obtaining information
and providing explanations to Variable Contract owners regarding
Fund investment objectives and policies and other information
about the Fund, including the performance of the Fund; (e) of
training sales personnel regarding the Fund; (f) of compensating
sales personnel in connection with the allocation of cash values
and premiums of the Variable Contracts to the Fund; (g) of
personal service and/or maintenance of Variable Contract owner
accounts with respect to Fund shares attributable ot such
accounts; and (h) of financing any other activity that the Board
of Trustees determines is primarily intended to result in the sale
of shares.
Section 3. Approval of Trustees
Neither the Plan nor any related agreements will take effect
until approved by a majority of both (a) the full Board of
Trustees of the Trust and (b) those Trustees who are not
interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any
agreements related to it (the "Qualified Trustees"), cast in
person at a meeting called for the purpose of voting on the Plan
and the related agreements.
Section 4. Continuance of the Plan
The Plan shall become effective as of the later of (i) the
date on which an amendment to the Registration Statement on Form
N-1A with respect to the Class II shares becomes effective under
the Securities Act of 1933, as amended, or (ii) the date on which
the Fund commences offering the Class II shares to the public and
shall continue in effect with respect to the Shares (subject to
Section 5 hereof) until one year from the date of such
effectiveness. The Plan will continue in effect subsequent to the
initial term for as long as such continuance is specifically
approved at least annually by the Trustees of the Trust and by a
majority of the Qualified Trustees.
Section 5. Termination
The Plan may not be terminated at any time with respect to
Class II shares (i) by the Trust without the payment of any
penalty, by the vote of a majority of the outstanding voting
securities consisting of Class II shares or (ii) by a vote of the
Qualified Trustees.
Section 6. Amendments
The Plan may not be amended with respect to Class II shares
so as to increase materially the amounts of the Fee described in
Section 1 above, unless the amendment is approved by a vote of the
holders of at least a majority of the outstanding voting
securities consisting of Class II shares. No material amendment
to the Plan may be made unless approved by the Trust's Board of
Trustees in the manner described in Section 3 above.
Section 7. Selection of Certain Trustees
While the Plan is in effect, the selection and nomination of
the Fund's Trustees who are not interested persons of the Trust
will be committed to the discretion of the Trustees then in office
who are not interested persons of the Trust.
Section 8. Written Reports
In each year during which the Plan remains in effect, a
person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement
will prepare and furnish to the Board of Trustees and the Board
will review, at least quarterly, written reports complying with
the requirements of the Rule, which sets out the amounts expended
under the Plan and the purposes for which those expenditures were
made.
Section 9. Preservation of Materials
The Fund will preserve copies of the Plan, any agreement
relating to the Plan and any report made pursuant to Section 8
above, for a period of not less than six years (the first two
years in an easily accessible place) from the date of the Plan,
agreement or report.
Section 10. Meanings of Certain Terms
As used in the Plan, the terms "interested person" and
"majority of the outstanding voting securities" will be deemed to
have the same meaning that those terms have under the 1940 Act by
the Securities and Exchange Commission.
Section 11. Limitation of Liability
It is expressly agreed that the obligations of the Fund
hereunder shall not be binding upon of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or
future, of the Fund, individually, but are binding only upon the
assets and property of the Fund, as provided, as provided in the
Master Trust Agreement of the Fund. The execution and delivery of
this Plan has been authorized by the Trustees and signed by an
authorized officer of the Fund, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by
such officer be deemed to have made by any of them individually or
to impose any liability on any of them personally, but shall bind
only the trust property or the Fund as provided in its Master
Trust Agreement.
IN WITNESS WHEREOF, the Fund execute the Plan as of October
15, 1998.
GREENWICH STREET SERIES FUND on
behalf of the EQUITY INDEX PORTFOLIO
By:
Heath B. McLendon
Chairman of the Board
Rule 18f-3 (d) Multiple Class Plan for Greenwich Street Series Fund
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d) of the
Investment Company Act of 1940, as amended (the "1940 Act"). The
purpose of the Plan is to establish expense allocation arrangements with
respect to the Equity Index Portfolio (the "Fund") of Greenwich Street
Series Fund (the "Trust")
1994). Shares of the Fund are distributed pursuant to a system (the
"Multiple Class System") in which each class of shares (a "Class") of
the Fund represents a pro rata interest in the same portfolio of
investments of the Fund and differs only to the extent outlined below.
I. Distribution Arrangements
One or more Classes of shares of the Fund are offered for purchase by
investors with the following sales load structure. In addition,
pursuant to Rule 12b-1 under the 1940 Act (the "Rule"), the Fund has
adopted a plan (the "Distribution Plan") under which Classes II shares
of the Fund are subject to the distribution fees described below.
1. Class I Shares
Class I shares are offered without imposition of either a sales charge
or a service or distribution fee.
2. Class II Shares
Class II shares are offered without a sales charge, but under the
Distribution Plan are subject to a distribution fee at an annual rate of
up to 0.25% of average daily net assets.
3. Additional Classes of Shares
The Boards of Trustees of the Trusts has the authority to create
additional classes, or change existing Classes, from time to time, in
accordance with Rule 18f-3 of the 1940 Act.
II. Expense Allocations
Under the Multiple Class System, all expenses incurred by the Fund are
allocated among the various Classes of shares based on the net assets of
the Fund attributable to each Class, except that the net asset value and
expenses of the Class II shares reflect the expenses associated with
that Class under the Fund's Distribution Plan, including any costs
associated with obtaining shareholder approval of the Distribution Plan
(or an amendment thereto) and any expenses specific to that Class.
Expenses that are specific to a Class are limited to the following:
(i) transfer agency fees as identified by the transfer agent as
being attributable to a specific Class;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and
proxies to current shareholders;
(iii) Blue Sky registration fees incurred by a Class of shares;
(iv) Securities and Exchange Commission registration fees
incurred by a Class of shares;
(v) the expense of administrative personnel and services as
required to support the shareholders of a specific Class;
(vi) litigation or other legal expenses relating solely to one
Class of shares; and
(vii) fees of members of the governing boards of the funds
incurred as a result of issues relating to one Class of shares.
Pursuant to the Multiple Class System, expenses of a Fund allocated to a
particular Class of shares of that Fund are borne on a pro rata basis by
each outstanding share of that Class.
III. Limitation of Liability of the Shareholders and Trustees
It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind
only the trust property of the Trust. The adoption of this Plan by the
Trustees shall not 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 trust property of the Trust as provided in the
Trust's Master Trust Agreement.
IV. Term and Termination.
(a) This Plan shall become effective on October , 1998, and shall
continue in effect with respect to each class of shares of the Fund
until terminated in accordance with the provisions of Section IV(b)
hereof.
(b) This Plan may be terminated at any time with respect to the Fund or
any class thereof, as the case may be, by vote of a majority of
both the Trustees of the Trust and the Trustees who are not
interested persons of the Trust (the "Qualified Trustees"). The
Plan may remain in effect with respect to a class of the Fund even
if this Plan has been terminated in accordance with this Section
IV(b) with respect to another class of the Fund.
(c) Amendments. Any material amendment to this Plan shall require the
affirmative vote of a majority of both Trustees of the Trust and the
Qualified Trustees.
U:\legal\general\forms\18f3plan.doc
