GREENWICH STREET SERIES FUND

(Emerging Growth Portfolio)



June 16, 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 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.

	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
						(On behalf of
Emerging Growth Portfolio)



	By:___________________________________
			      			      Name:
						      Title:
Accepted:
SSB CITI FUND MANAGEMENT LLC



By:__________________________________
      Name:
      Title:



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