Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[XXX] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-
11(c) or Rule 14a-12
Greenwich Street Series Fund
(Name of Registrant as Specified in its Charter)
Michael Kocur
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to
which the transaction applies:
(2) Aggregate number of securities to which
transactions applies:
(3) Per unit price or other underlying
value of transaction computed pursuant to
Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of
transaction:
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee
was paid previously. Identify the previous
filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement
no.:
(3) Filing party:
(4) Date filed:
<PAGE>
GREENWICH STREET SERIES FUND
on behalf of its
EMERGING GROWTH PORTFOLIO
388 Greenwich Street
New York, New York 10013
1-800 451-2010
----------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
----------------------
Please take notice that a Special Meeting of Shareholders ("Special
Meeting") of Greenwich Street Series Fund (the "Trust"), on behalf of its
Emerging Growth Portfolio (the "Portfolio"), will be held at 7 World Trade
Center, New York, New York, Downtown Conference Center, on June 16, 2000, at
10:00 a.m., local time, for the following purpose:
(1) To approve or disapprove a new investment advisory agreement between
the Trust on behalf of the Portfolio and SSB Citi Fund Management LLC,
containing substantially the same terms and conditions as the Portfolio's
prior investment advisory agreement with Van Kampen Asset Management.
The appointed proxies, in their discretion, will vote on any other business
as may properly come before the Special Meeting or any adjournments thereof.
Holders of record of shares of the Portfolio at the close of business on
April 20, 2000 are entitled to notice of and to vote at the Special Meeting
and at any adjournments thereof.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law, to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the Fund's shares present in person or by
proxy at the Special Meeting. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
the proposal and will vote against any such adjournment those proxies to be
voted against the proposal.
By order of Board of Trustees,
Christina T. Sydor
Secretary
May 22, 2000
----------------------
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXY CARDS ARE SET FORTH ON THE FOLLOWING PAGE. IT IS
IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Portfolio involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
<TABLE>
<CAPTION>
Registration Valid Signature
- ------------ ---------------------------
<S> <C>
Corporate Accounts
(1) ABC Corp........................................ ABC Corp.
(2) ABC Corp........................................ John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer......................... John Doe
(4) ABC Corp. Profit Sharing Plan................... John Doe, Trustee
Trust Accounts
(1) ABC Trust....................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78.................................. Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA................... John B. Smith
(2) Estate of John B. Smith......................... John B. Smith Jr., Executor
</TABLE>
<PAGE>
GREENWICH STREET SERIES FUND
on behalf of its
EMERGING GROWTH PORTFOLIO
388 Greenwich Street
New York, New York 10013
----------------------
PROXY STATEMENT
----------------------
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 16, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of Greenwich Street Series Fund
(the "Trust"), on behalf of its Emerging Growth Portfolio (the "Portfolio"),
for use at the Special Meeting of Shareholders of the Portfolio, to be held at
7 World Trade Center, New York, New York 10048, Downtown Conference Center, on
June 16, 2000 at 10:00 a.m., local time, and at any and all adjournments
thereof (the "Special Meeting").
This Proxy Statement, the Notice of Special Meeting and proxy card are first
being mailed to shareholders on or about May 22, 2000 or as soon as
practicable thereafter. Any proxy may be revoked at any time prior to exercise
thereof by giving written notice to the Secretary of the Trust at the address
indicated above or by voting in person at the Special Meeting. All properly
executed proxies received in time for the Special Meeting will be voted as
specified in the proxy or, if no specification is made, in favor of the
proposal referred to in the Proxy Statement.
The cost of preparing and mailing the enclosed proxy, accompanying notice
and proxy statement and all other costs incurred in connection with the
solicitation of proxies, including any additional solicitation made by letter
or telephone (approximately $15,000), will be paid by the Portfolio. In
addition to solicitation by mail, certain officers and representatives of the
Trust, officers and employees of Salomon Smith Barney Inc. ("SSB") and certain
financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies in person or by
telephone.
If the Portfolio records votes by telephone, it will use procedures designed
to authenticate shareholders' identities, to allow shareholders to authorize
the voting of their shares in accordance with their instructions, and to
confirm that their instructions have been properly recorded. Proxies voted by
telephone may be revoked at any time before they are voted in the same manner
that proxies voted by mail may be revoked.
<PAGE>
Under the Master Trust Agreement of the Trust, a quorum is constituted by
the presence, in person or by proxy, of the holders of the majority of the
outstanding shares of the Portfolio entitled to vote at the Special Meeting.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law to permit further
solicitation of proxies.
In determining whether to adjourn the Special Meeting, the following factors
may be considered: the nature of the proposal that is the subject of the
Special Meeting, the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any such adjournment will require the affirmative vote of a
majority of the Portfolio's shares present in person or by proxy at the
Special Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies that they are entitled to vote in favor of the
Proposal and will vote against any such adjournment those proxies to be voted
against the Proposal. For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions and broker "non-
votes" will be treated as Shares that are present but which have not been
voted. Broker non-votes are proxies received from brokers or nominees when the
broker or nominee has neither received instructions from the beneficial owner
or other persons entitled to vote nor has discretionary power to vote on a
particular matter. Accordingly, shareholders are urged to forward their voting
instructions promptly.
There is only one proposal in this Proxy Statement (the "Proposal"), and the
Portfolio does not anticipate that any other proposals will be presented.
However, should additional proposals be properly presented, a shareholder vote
may be taken on one or more proposals prior to any adjournment if sufficient
votes have been received for approval.
The Proposal requires the affirmative vote of a "majority of the outstanding
voting securities" of the Portfolio. The term "majority of the outstanding
voting securities" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), and as used in this Proxy Statement, means: the
affirmative vote of the lesser of (1) 67% of the voting securities of the
Portfolio present at the meeting if more than 50% of the outstanding Shares of
the Portfolio are present in person or by proxy or (2) more than 50% of the
outstanding Shares of the Portfolio.
Abstentions and broker non-votes will have the effect of a "no" vote for the
Proposal, which requires the approval of a specified percentage of the
outstanding Shares of the Portfolio, if such vote is determined on the basis
of obtaining the affirmative vote of more than 50% of the outstanding Shares
of the Portfolio.
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<PAGE>
Abstentions and broker non-votes will not constitute "yes" or "no" votes, and
will be disregarded in determining the voting securities "present" if such
vote is determined on the basis of the affirmative vote of 67% of the voting
securities of the Portfolio present at the Special Meeting.
All properly executed proxies received prior to the Special Meeting will
be voted at the Special Meeting in accordance with the instructions marked
thereon. Proxies, if properly executed, received prior to the Special
Meeting on which no vote is indicated will be voted "for" the Proposal.
All of the outstanding Shares of the Portfolio are sold exclusively to,
and held of record by IDS Life Insurance Company (the "IDS Life."),
through various separate accounts ("Accounts") for the benefit of owners of
the contracts ("Contract Owners") issued by IDS Life.
With respect to the Special Meeting, Contract Owners have the right to
instruct IDS Life how to vote Shares of the Portfolio attributable to the
value of their contract allocated to the
Portfolio, through the Accounts, on any matter affecting the Portfolio. Each
Share is entitled to one vote, and any fractional Share is entitled to a
fractional vote. Each Contract Owner has the right to direct the votes of that
number of Shares of the Portfolio determined by multiplying the total number
of Shares of the Portfolio outstanding on the Record Date (as defined below)
by a fraction, the numerator of which is the number of units held for such
Contract Owner in the Portfolio and the denominator of which is the total
number of units of the Portfolio outstanding on the Record Date (as defined
below). Units reflect the Contract Owner's participation in the Accounts,
while Shares reflect IDS Life's ownership interest in the Portfolio. The value
of units is based on the net asset value of the underlying portfolio adjusted
for separate account fees. If proper instructions are not received from a
Contract Owner, the Shares with respect to which the Contract Owner has the
right to direct votes will be voted by IDS Life in the same ratio as those
Shares for which proper instructions were received from other Contract Owners.
In addition, IDS Life will vote the Shares for which they have voting rights
in the same proportion as the votes for which they have received proper
instructions.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the Trust a written notice of revocation, by delivering a
duly executed proxy bearing a later date or by attending the Special Meeting
and voting in person.
The Board of the Trustees has fixed the close of business on April 20, 2000
as the record date (the "Record Date") for the determination of shareholders
of the Portfolio entitled to notice of and to vote at the Special Meeting.
Each Share is entitled to one vote and any fractional share is entitled to a
fractional vote at the Special Meeting.
As of the close of business on the Record Date, 693,493.993 Shares of the
Portfolio were issued and outstanding. As of the Record Date, to the best
knowledge of the Board and the Portfolio, except for IDS Life, no single
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<PAGE>
shareholder or "group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934) owned beneficially or of record more than 5%
of the outstanding Shares of the Portfolio. As of the Record Date, the
officers and Board members of the Trust beneficially owned less than 1% of the
Shares of the Portfolio.
The Portfolio provides periodic reports to all of its shareholders which
highlight relevant information, including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent
annual report for the Portfolio and a copy of any more recent semiannual
report, without charge, by calling the Portfolio at (800) 451-2010 or by
writing to the Portfolio, c/o Greenwich Street Series Fund, 388 Greenwich
Street, New York, New York, 10013.
PROPOSAL: APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST, ON
BEHALF OF THE PORTFOLIO, AND SSB CITI FUND MANAGEMENT LLC
Introduction
The Board of Trustees of the Trust is proposing that shareholders approve a
new Investment Advisory Agreement (the "Advisory Agreement") to be entered
into between the Trust (on behalf of the Portfolio) and SSB Citi Fund
Management LLC ("SSB Citi"). Van Kampen Asset Management ("VKAM" or the "Prior
Adviser") served as the investment adviser to the Portfolio prior to SSB
Citi's appointment as the interim investment adviser.
SSB Citi is registered as an investment adviser with the Securities and
Exchange Commission under the Investment Advisers Act of 1940, as amended, and
is located at 388 Greenwich Street, New York, New York 10013. As of March 31,
2000, SSB Citi had approximately $134 billion of assets under management.
At a meeting of the Board of Trustees of the Trust held on January 31, 2000,
the Board approved a new Advisory Agreement with SSB Citi subject to
shareholder approval. The Trustees also approved an interim advisory agreement
(the "Interim Agreement") appointing SSB Citi as the interim adviser, and
terminated the advisory agreement (the "Prior Agreement") with VKAM. The
Interim Agreement commenced on February 10, 2000, the date on which VKAM's
services to the Portfolio terminated, and will terminate on the earlier of 150
days after its commencement or the receipt of shareholder approval of the
Advisory Agreement. If the 150 days expire without shareholder approval of the
Advisory Agreement, the Board will consider alternative arrangements for the
Portfolio. Both the Interim Agreement and the Advisory Agreement obligate SSB
Citi to provide services identical in nature to those provided by VKAM under
the Prior Agreement, for exactly the same fee.
4
<PAGE>
A form of the Advisory Agreement is attached as Exhibit A and is
substantively identical to the Prior Agreement.
Board Consideration and Recommendation
On November 12, 1999, VKAM submitted a resignation letter to the Trust in
which VKAM stated that it determined not to continue to advise the Portfolio,
and indicated its intent to resign. VKAM expressed concerns about the
declining size of the Portfolio's assets and an increase in redemptions from
the Portfolio. However, VKAM indicated that it would withdraw the resignation
if another VKAM managed fund is made available to Contract Owners and this
fund is substituted for the Portfolio. Instead, Management proposed that the
current investment advisory agreement with VKAM be terminated, in order to
remove any doubt concerning VKAM's conditional resignation. The Board of
Trustees determined to continue to offer the Portfolio to IDS Life and its
Contract Owners and to engage SSB Citi as the investment adviser to the
Portfolio on an interim basis and, if approved by shareholders of the
Portfolio, for the term of the proposed new Advisory Agreement. In reaching
this conclusion, the Board took into account the potential impact on the Trust
and its other investment series of the VKAM proposal, the performance record
and other facts relative to mutual funds currently managed by SSB Citi with
investment objectives and policies similar to those of the Portfolio.
During the course of their deliberations, the Trustees (including non-
interested Trustees) considered the following additional factors in approving
SSB Citi as adviser: (i) the nature, quality and extent of services that VKAM
had provided and that SSB Citi would provide to the Portfolio; (ii) the
quality of SSB Citi's investment personnel; (iii) SSB Citi's financial
resources and management style; (iv) SSB Citi's investment record in managing
similar asset classes; and (v) other information to assure that SSB Citi could
furnish high quality services to the Portfolio. The non-interested Trustees
also met separately to review the information provided by SSB Citi and were
assisted in this review by their independent counsel.
At the Board Meeting, SSB Citi also described in detail the strategies and
techniques it would utilize to seek to achieve the Portfolio's investment
goal. SSB Citi will seek companies experiencing, or that are expected to
experience, growth in earnings that exceeds the average rate of earnings
growth of the companies that comprise the S&P 500 Index. SSB Citi stated that
it may invest in the securitites of large, well-known companies that offer
prospects of long-term earnings growth; however, a significant portion of the
Portfolio's assets may be invested in the securities of small to medium-sized
companies because higher earnings growth rates are often achieved by such
companies. SSB Citi will employ a "bottom-up" stock fundamental analysis
process which may emphasize companies with some or
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<PAGE>
all of the following qualities: (i) new technologies, products or services;
(ii) new cost reducing measures; (iii) positive earnings; and (iv) changes in
management.
The above strategies have been utilized by SSB Citi since the Interim
Agreement became effective on February 10, 2000 and will continue to
be utilized by SSB Citi upon shareholder approval of the new Advisory
Agreement. If shareholders do not approve the new Advisory Agreement, the
Board of Trustees will consider whether these strategies continue to be
appropriate for the Portfolio.
After consideration of the foregoing factors, the Trustees (including a
majority of the non-interested Trustees) approved both the Interim and
Advisory Agreements for the Portfolio.
Description of SSB Citi Fund Management LLC
SSB Citi provides investment management services to registered investment
companies and unregistered offshore funds. As of March 31, 2000, SSB Citi had
approximately $134 billion of assets under management. SSB Citi manages two
mutual funds with investment objectives and policies similar to those of the
Portfolio: Smith Barney Aggressive Growth Fund Inc. ("Aggressive Growth Fund")
and Smith Barney Aggressive Growth Portfolio ("Aggressive Growth Portfolio"),
a series of Travelers Series Fund Inc. The management fees of the Aggressive
Growth Fund and Aggressive Growth Portfolio are 0.60% and 0.80%, of the
respective fund's average daily net assets. As of March 31, 2000 the net
assets of the Aggressive Growth Fund and the Aggressive Growth Portfolio were
approximately $3.3 billion (unaudited) and $16.5 million (unaudited),
respectively.
SSB Citi was reorganized as a Delaware limited liability corporation on
September 21, 1999 and originally organized as a Delaware corporation on March
10, 1968. SSB Citi's principal business address is 388 Greenwich Street, New
York, New York 10013. SSB Citi is a wholly owned subsidiary of Salomon Smith
Barney Holdings Inc. ("Holdings"), which is in turn a wholly owned subsidiary
of Citigroup Inc.
The names, titles and principal occupations of the current directors and
executive officers of SSB Citi are set forth in Appendix A hereto.
Description of Portfolio Management
Richard Freeman, who will be responsible for the day-to-day management of
the Portfolio under the Advisory Agreement, has been responsible for the day-
to-day management of the Portfolio since February 10, 2000 pursuant to the
Interim Agreement. Mr. Freeman is a Managing Director of SSB and an investment
officer of SSB Citi. He is the portfolio manager of the Aggressive Growth
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Fund and Aggressive Growth Portfolio. He has been with SSB or its predecessor
firms since 1983. From 1978 to 1983, he was Vice President of Research at
Chemical Bank. He earned a B.S. from Brooklyn College and an MBA from New York
University.
Description of the Prior Agreement
Under the Prior Agreement, the Prior Adviser was responsible for all
expenses incurred by it and its staff in the performance of its duties
(including the payment of salaries of all officers and employees who were
employed by it and the Portfolio), which did not include expenses of the
Portfolio, such as brokerage fees and commissions. The Prior Agreement also
provided that in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties thereunder on
the part of the Prior Adviser, the Prior Adviser would not be liable to the
Portfolio or to any shareholder for any error of judgment or mistake of law or
for any loss suffered by the Portfolio in connection with the matters set
forth in the Prior Agreement.
The Prior Adviser received an annual advisory fee equal to 0.75% of the
Portfolio's daily net assets. For the last fiscal year, the Portfolio paid the
Prior Adviser $155,879, for services provided to the Portfolio pursuant to the
Prior Agreement.
The Prior Agreement could be terminated without penalty: (i) at any time by
vote of a majority of the Trust's Trustees or by vote of the majority of the
Portfolio's outstanding voting securities; (ii) by the Trust upon sixty (60)
days' written notice to the Prior Adviser; or (iii) by the Prior Adviser upon
ninety (90) days' written notice to the Portfolio.
VKAM acted as investment adviser to the Portfolio from October 31, 1996 to
February 9, 2000. The Prior Agreement was last approved by the Board of
Trustees on July 14, 1999 and by the shareholders of the Portfolio on October
25, 1996. The resignation letter indicating intent to terminate the Prior
Agreement was delivered by VKAM to the Portfolio on November 12, 2000.
The New Advisory Agreement
The Advisory Agreement is substantially identical to the Prior Agreement.
Specifically, the fees for investment advice to be paid to SSB Citi are 0.75%
of the Portfolio's daily net assets which are identical to the fees paid to
the Prior Adviser and currently to SSB Citi as interim investment adviser. The
Advisory Agreement, however, will identify SSB Citi as the new investment
adviser and will also have new execution and termination dates.
The Advisory Agreement will be dated as of the date of its approval by the
shareholders. The Advisory Agreement will be in effect for an initial two-year
term ending on the second anniversary of its approval, and may continue
thereafter from year to year only if specifically approved at least annually
by the Board of Trustees
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or by the vote of "a majority of the outstanding voting securities" (as
defined in the 1940 Act) of the Portfolio, and, in either event, the vote of a
majority of the non-interested Trustees, in such case, cast in person at a
meeting called for such purpose.
Other Information
CFBDS, Inc., located at 20 Milk Street, Boston, Massachusetts 02109-5408,
serves as the Portfolio's principal underwriter pursuant to a written
agreement dated October 8, 1998. SSB Citi, located at 388 Greenwich Street,
New York, New York 10013, serves as the Portfolio's Administrator pursuant to
a written agreement dated April 20, 1994.
Required Vote
As noted above, Approval of the Advisory Agreement requires the affirmative
vote of a "majority of the outstanding voting securities" of the Portfolio.
The Trustees of the Trust, including the non-interested Trustees, recommend
that the shareholders of the Portfolio vote in favor of this Proposal.
ADDITIONAL INFORMATION
Proposals of Shareholders
The Portfolio does not hold regular shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
shareholder meeting subsequent to the Special Meeting, if any, should send
their written proposals to the Secretary of the Trust at the address set forth
on the cover of this Proxy Statement. Proposals must be received within a
reasonable time before the solicitation of proxies for such meeting. The
timely submission of a proposal does not guarantee its inclusion.
Shareholders' Request For Special Meeting
Shareholders holding at least 10% of the Trust's outstanding voting
securities may require the calling of a meeting of shareholders for the
purpose of voting on the removal of any Board member of the Trust. Meetings of
shareholders for any other purpose also shall be called by the Board members
when requested in writing by shareholders holding at least 10% of the votes
entitled to be cast at the meeting upon payment by such shareholders to the
Trust of the reasonably estimated cost of preparing and mailing a notice of
the meeting.
Other Matters To Come Before The Special Meeting
The Portfolio does not intend to present any other business at the Special
Meeting, nor is it aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Special Meeting, the persons
named in the accompanying proxy card will vote thereon in accordance with
their judgment.
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE SPECIAL MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
By order of the Board of Trustees,
Christina T. Sydor
Secretary
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APPENDIX A
DIRECTORS AND OFFICERS OF SSB CITI FUND MANAGEMENT LLC
Heath B. McLendon, born 1933, is Chairman, President and Chief Executive
Officer of SSB Citi Fund Management LLC ("SSB Citi") and Travelers Investment
Advisers Inc. ("TIA") and a Managing Director of Salomon Smith Barney ("SSB").
He has been with SSB or its predecessor firms since 1960. He holds a BA from
Stanford University and an MBA from Harvard University Graduate School of
Business Administration. Mr. McLendon is the Chairman, President and Chief
Executive Officer of the Trust.
A. George Saks, born 1937, is a Director of SSB Citi and TIA and Managing
Director and Special Counsel of SSB, which he joined in 1974. Mr. Saks holds a
BA from Hofstra College and a certificate from Oxford University in Oxford,
England. He received a LL.B. from New York University and an L.L.M. from New
York University Graduate School of Law.
Lewis E. Daidone, born 1957, is a Director and Senior Vice President of SSB
Citi and TIA. He joined SSB in January 1990 as Managing Director. He is the
Senior Vice President, Treasurer and Chief Financial Officer of its mutual
fund complex. In 1984 Mr. Daidone co-founded and held the office of Senior
Vice President and Chief Financial Officer of Cortland Financial Group, Inc.,
a mutual fund complex. From 1982 to 1984 he was assistant controller for The
Reserve Group, Inc. From 1980 to 1982 Mr. Daidone was with the independent
accounting firm of Ernst & Young. He is a Certified Public Accountant and a
graduate of Rutgers College. He also holds an MBA from Rutgers Graduate School
of Management. Mr. Daidone is the Treasurer of the Trust.
Michael J. Day, born 1950, is Treasurer of SSB Citi and a Managing Director
of SSB. Mr. Day joined SSB as a Manager and Controller in 1983. He received
his BBA from St. Frances College.
Virgil H. Cumming, born 1945, is Chief Investment Officer of SSB Citi. Mr.
Cumming is also a Managing Director of SSB, which he joined in September 1997.
Prior to joining SSB to August 1997, Mr. Cumming was an Executive Vice
President at TIAA-CREF which he joined in August 1971. Mr. Cumming graduated
from Bowdoin College with a BA in Art History.
Christina T. Sydor, born 1951, is General Counsel and Secretary of SSB Citi
and TIA. Ms. Sydor is also a Managing Director of SSB, which she joined in
November 1986. Ms. Sydor joined The Dreyfus Corporation in 1984 as an Attorney
for Dreyfus and its mutual fund affiliates. She served as Assistant Secretary
of several mutual funds, including Dreyfus Treasury Cash Management,
A-1
<PAGE>
Dreyfus Strategic Income and Dreyfus Strategic Investing. Ms. Sydor is a
graduate of The George Washington University and received her JD from Brooklyn
Law School. Ms. Sydor is the Secretary of the Trust.
John Blevins, born 1965, is the Chief Compliance Officer of SSB Citi and
TIA. Mr. Blevins is a First Vice President of SSB. Prior to joining SSB in
1999, he was a Vice President and Director of Compliance at AIG Global
Investment Group and in investment compliance for First Investors Management
Co. and First National Bank of Tulsa. Mr. Blevins received his BS in
accounting from Oklahoma State University.
A-2
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EXHIBIT A
FORM OF ADVISORY AGREEMENT
GREENWICH STREET SERIES FUND
(Emerging Growth Portfolio)
July , 2000
SSB Citi Fund Management LLC
388 Greenwich Street
New York, NY 10013
Dear Sirs:
Greenwich Street Series Fund (the "Company"), a trust organized under the
laws of the Commonwealth of Massachusetts, confirms its agreement with SSB
Citi Fund Management LLC (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 Emerging Growth Portfolio (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;
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(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
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previous month at the annual rate of 0.75 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
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<PAGE>
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 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, 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.
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<PAGE>
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:
Title:
Accepted:
SSB Citi Fund Management LLC
By: ___________________________________
Name:
Title:
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FORM OF PROXY CARD
GREENWICH STREET SERIES FUND
On behalf of its
EMERGING GROWTH PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
Special Meeting of Shareholders to be held on June 16, 2000 at 10:00 a.m.
The undersigned holder of shares of the Portfolio referenced above hereby
appoints Heath B. McLendon, Lewis E. Daidone, Christina T. Sydor and Michael
Kocur, attorneys, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all
shares of the Portfolio that the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Portfolio to be held at the offices of
the Portfolio, 7 World Trade Center, New York, New York, Downtown Conference
Center at the date and time indicated above and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the
enclosed Notice of Special Meeting and Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated herein. In their
discretion, the proxies are authorized to vote on such other business as
may properly come before the Special Meeting. A majority of the proxies
present and acting at the Special Meeting in person or by substitute (or, if
only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE
INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL. This
proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Portfolio shares attributable to
his or her Contract.
Date: _______________________________ 2000
PLEASE SIGN IN BOX BELOW
Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator trustee, guardian or corporate officer, please give your
full title:
______________________________________
Signature(s) Title(s), if applicable
NOTE YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE
Please vote by filling in the appropriate box below
1. To approve or disapprove a new investment advisory agreement between
Greenwich Street Series Fund on behalf of the Emerging Growth Portfolio (the
"Portfolio") and SSB Citi Fund Management LLC, containing substantially
the same terms and conditions as the Portfolio's prior
investment advisory agreement with Van Kampen Asset Management.
For Against Abstain
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2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
