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:
[X] Preliminary proxy statement
[ ] 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:
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 Emerging Growth Portfolio (the "Portfolio") (a series of Greenwich Street
Series Fund, (the "Trust"), 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
current 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 19, 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.
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:
Registration
Valid Signature
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
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 19, 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 $____), 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.
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. 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 Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. 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 Meeting and voting in person.
The Board of the Trustees has fixed the close of business on April 20, 2000
s 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 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.
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. Management then proposed that SSB Citi be
appointed interim investment adviser. 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 a mutual fund
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 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 Advisory 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%, respectively, of each 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
Smith Barney Aggressive Growth Fund and Smith Barney Aggressive Growth
Portfolio, a series of Travelers Series Fund Inc. 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 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 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
greement 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.
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
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
Portfolio.
A. George Saks, born 1937, is a Director of SSB Citi and TIA and Managing
B. Director and Special Counsel of SSB, which he joined in 1974. Mr. Saks
C. 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 Portfolio.
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, 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 Portfolio.
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.
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; (c) maintain a
trading desk and place purchase and sale orders
for portfolio transactions for the Portfolio; and (d) employ professional
portfolio managers and securities analysts who provide research services to
the Portfolio. In providing those services, the
Adviser will conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Portfolio's assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on behalf
of the Portfolio, the Adviser will seek the best overall terms available.
In assessing the best overall terms available for any
transaction, the Adviser will consider factors it deems relevant, including,
but not limited to, the breadth of the market in the security, the price of
the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis.
In selecting brokers or dealers to execute a particular transaction, and in
evaluating the best overall terms available, the Adviser is authorized
to consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934), provided to the
Portfolio and/or other accounts over which the
Adviser or its affiliates exercise investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments materially
affecting the Portfolio's holdings, and will, on its own initiative, furnish
the Company from time to time with whatever
information the Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the services
listed in paragraphs 2 and 3 above. The Adviser shall not be liable for any
error of judgment or mistake of law or for any
loss suffered by the Company in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall be deemed to
protect or purport to protect the Adviser against
any liability to the Company or to the shareholders of the Portfolio to which
the Adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or by
reason of the Adviser's reckless disregard of its obligations and
duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Company will pay the Adviser on the first business day of each month a fee
for the previous month at the annual rate of
0.75 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 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
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.
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:
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 current
investment advisory agreement with Van Kampen Asset Management.
For Against Abstain
0 0 0
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
