TRANSFER AGENCY AND SERVICES AGREEMENT



	AGREEMENT, dated as of October 1, 1999 by and
between each of the investment companies listed on
Schedule A hereto, as amended from time to time (each
a "Fund" and collectively the "Funds") and each having
its principal place of business at 388 Greenwich
Street, New York, New York 10013 and SMITH BARNEY
PRIVATE TRUST COMPANY ("Private Trust"), a New York
corporation with principal offices at 388 Greenwich
Street, New York, New York 10013.

WITNESSETH

	WHEREAS, each Fund desires to appoint Private
Trust as its transfer agent, dividend disbursing agent
and shareholder servicing agent and Private Trust
desires to accept such appointment;

	NOW, THEREFORE, in consideration of the mutual
covenants and promises hereinafter set forth, each
Fund and Private Trust agree as follows:

Article 1	Definitions

	1.1	Whenever used in this Agreement, the
following words and phrases, unless the context
otherwise requires, shall have the following meanings:

		(a)	"Articles of Incorporation" shall
mean the Articles of Incorporation, Declaration of
Trust, or other similar organizational document as the
case may be, of a Fund as the same may be amended from
time to time.

		(b)	"Authorized Person" shall be deemed
to include (i) any authorized officer  of a Fund; (ii)
or any person, whether or not such person is an
officer or employee of a Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of
the Fund as indicated in writing to Private Trust from
time to time.

		(c)	"Board Members" shall mean the
Directors or Trustees of the governing body of the
Fund, as the case may be.

		(d)	"Board of Directors" shall mean the
Board of Directors or Board of Trustees of the Fund,
as the case may be.

		(e)	"Commission" shall mean the
Securities and Exchange Commission.

		(f)	"Custodian" refers to any custodian
or subcustodian of securities and other property which
a Fund may from time to time deposit, or cause to be
deposited or held under the name or account of such a
custodian pursuant to a Custodian Agreement.
		(g)	"1934 Act" shall mean the Securities
Exchange Act of 1934 and the rules and regulations
promulgated thereunder, all as amended from time to
time.

		(h)	"1940 Act" shall mean the Investment
Company Act of 1940 and the rules and regulations
promulgated thereunder, all as amended from time to
time.

		(i)	"Oral Instructions" shall mean
instructions, other than Written Instructions,
actually received by Private Trust from a person
reasonably believed by Private Trust to be an
Authorized Person;

		(j)	"Prospectus" shall mean the most
recently dated Fund Prospectus and Statement of
Additional Information, including any supplements
thereto if any, which has become effective under the
Securities Act of 1933 and the 1940 Act.

		(k)  "Shares" refers collectively to such
shares of capital stock or beneficial interest, as the
case may be, or class thereof, of a Fund as may be
issued from time to time.

		(l)	"Shareholder" shall mean a holder of
Shares of a Fund.

		(m)	"Written Instructions" shall mean a
written communication signed by a person reasonably
believed by Private Trust to be an Authorized Person
and actually received by Private Trust.  Written
Instructions shall include manually executed originals
and authorized electronic transmissions, including
telefacsimile of a manually executed original or other
process.

Article	2.	Appointment of Private Trust

	2.1	The Fund hereby appoints and constitutes
Private Trust as transfer agent, registrar and
dividend disbursing agent for Shares of the Funds and
as shareholder servicing agent for the Funds.  Private
Trust accepts such appointment and agrees to perform
the duties hereinafter set forth.

Article 3	Duties of Private Trust

3.1 Private Trust shall be responsible for:

(a)	Administering and/or performing the
customary services of a transfer agent; acting
as service agent in connection with dividend and
distribution functions; and for performing
shareholder account and administrative agent
functions in connection with the issuance,
transfer and redemption or repurchase (including
coordination with the Custodian) of Shares of
each Fund, as more fully described in the
written schedule of Duties of Private Trust
annexed hereto as Schedule B and incorporated
herein, and in accordance with the terms of the
Prospectus of each Fund, applicable law and the
procedures established from time to time between
the Funds and Private Trust.

(b)	Recording the issuance of Shares and
maintaining pursuant to Rule 17Ad-10(e) of the
1934 Act a record of the total number of Shares
of each Fund which are authorized, based upon
data provided to it by the Fund, and issued and
outstanding.  Private Trust shall provide each
Fund on a regular basis with the total number of
Shares which are authorized and issued and
outstanding and shall have no obligation, when
recording the issuance of Shares, to  monitor
the issuance of such Shares or to take
cognizance of any laws relating to the issue or
sale of such Shares, which functions shall be
the sole responsibility of the Fund.

(c)	Notwithstanding any of the foregoing
provisions of this Agreement, Private Trust
shall be under no duty or obligation to inquire
into, and shall not be liable for:  (i) the
legality of the issuance or sale of any Shares
or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of
any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the
declaration of any dividend by a Fund's Board of
Directors, or the legality of the issuance of
any Shares in payment of any dividend; or (iv)
the legality of any recapitalization or
readjustment of the Shares.

	3.2	In addition, each Fund shall (i) identify
to Private Trust in writing or by transmission those
transactions and assets to be treated as exempt from
blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the
system prior to activation and thereafter monitor the
daily activity for each State.  The responsibility of
Private Trust for the Fund's blue sky State
registration status is solely limited to the initial
establishment of transactions subject to blue sky
compliance by the Funds and the reporting of such
transactions to the Funds as provided above.

	3.3	In addition to the duties set forth in
Schedule B, Private Trust shall perform such other
duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in
writing between the Fund and the Transfer Agent.  The
compensation for such other duties and functions shall
be reflected in a written amendment to Schedule C and
the duties and functions shall be reflected in an
amendment to Schedule B, both dated and signed by
authorized persons of the parties hereto.

Article 4	Delegation of Responsibilities

	4.1	With respect to any Fund, Private Trust
may delegate some or all of its duties under this
Agreement to other parties that after reasonable
inquiry Private Trust deems to be competent to assume
such duties.  In the event of any such delegation,
Private Trust shall enter into a written agreement
with the delegatee in which the delegatee will, among
other things:

(a) agree to provide the services
delegated to it in accordance with a written
schedule of Performance Standards developed by
Private Trust; and

		(b)	represent and warrant that it is duly
registered as required under all federal and
state securities laws.




Article 5	Recordkeeping and Other Information

	5.1	Private Trust shall create and maintain
all records required of it pursuant to its duties
hereunder and as set forth in Schedule B in accordance
with all applicable laws, rules and regulations,
including records required by Section 31(a) of the
1940 Act.  Where applicable, such records shall be
maintained by Private Trust for the period and in the
places required by Rule 31a-2 under the 1940 Act.

	5.2	To the extent required by Section 31 of
the 1940 Act, Private Trust agrees that all such
records prepared or maintained by Private Trust
relating to the services to be performed by Private
Trust hereunder are the property of the Funds and will
be preserved, maintained and made available in
accordance with such section, and will be surrendered
promptly to the Funds on and in accordance with the
Funds' request.

	5.3	In case of any requests or demands for the
inspection of Shareholder records of a Fund, Private
Trust will endeavor to notify the Fund of such request
and secure Written Instructions as to the handling of
such request.  Private Trust reserves the right,
however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it
may be held liable for the failure to comply with such
request.

Article 6	Fund Instructions

	6.1	Private Trust will have no liability when
acting upon Written or Oral Instructions believed to
have been executed or orally communicated by an
Authorized Person and will not be held to have any
notice of any change of authority of any person until
receipt of a Written Instruction thereof from a Fund.
Private Trust will also have no liability when
processing Share certificates which it reasonably
believes to bear the proper manual or facsimile
signatures of the officers of a Fund and the proper
countersignature of Private Trust.

	6.2	At any time, Private Trust may request
Written Instructions from a Fund and may seek advice
from legal counsel for the Fund, or its own legal
counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be
liable for any action taken or not taken or suffered
by it in good faith in accordance with such Written
Instructions or in accordance with the opinion of
counsel for the Fund or for Private Trust.  Written
Instructions requested by Private Trust will be
provided by a Fund within a reasonable period of time.

	6.3	Private Trust, its officers, agents or
employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing
or acting on behalf of a Fund only if said
representative is an Authorized Person.  Each Fund
agrees that all Oral Instructions shall be followed
within one business day by confirming Written
Instructions, and that the Fund's failure to so
confirm shall not impair in any respect Private
Trust's right to rely on Oral Instructions.

Article	7	Compensation

	7.1	The Funds will compensate or cause Private
Trust to be compensated for the performance of its
obligations hereunder in accordance with the fees set
forth in the written schedule of fees annexed hereto
as Schedule C and incorporated herein.  Private Trust
will transmit an invoice to the Fund as soon as
practicable after the end of each calendar month which
will be detailed in accordance with Schedule C, and
the Fund will pay to Private Trust the amount of such
invoice within thirty (30) days after the Fund's
receipt of the invoice.

	7.2	In addition, the Funds agree to pay, and
will be billed separately for, reasonable
out-of-pocket expenses incurred by Private Trust in
the performance of its duties hereunder. Out-of-pocket
expenses shall include, but shall not be limited to,
the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule D and
incorporated herein. Schedule D may be modified by
written agreement between the parties.  Unspecified
out-of-pocket expenses shall be limited to those
out-of-pocket expenses reasonably incurred by Private
Trust in the performance of its obligations hereunder.

	7.3	Any compensation agreed to hereunder may
be adjusted from time to time by attaching to Schedule
C, a revised fee schedule executed and dated by the
parties hereto.

Article 8	Representations and Warranties

	8.1	Each Fund represents and warrants to
Private Trust that:

		(a)	it is duly organized, existing and in
good standing under the laws of the jurisdiction
in which it is organized;

		(b)	it is empowered under applicable laws
and by its Articles of Incorporation, By-laws to
enter into this Agreement;

		(c)	all corporate proceedings required by
said Articles of Incorporation, By-laws and
applicable laws have been taken to authorize it
to enter into this Agreement;

		(d)	a registration statement under the
Securities Act of 1933, as amended, and the 1940
Act on behalf of the Fund is currently effective
and will remain effective, and all appropriate
state securities law filings have been made and
will continue to be made, with respect to all
Shares of the Fund being offered for sale; and

		(e) all outstanding Shares are validly
issued, fully paid and non-assessable and when
Shares are hereafter issued in accordance with
the terms of the Fund's Articles of
Incorporation and its Prospectus, such Shares
shall be validly issued, fully paid and
non-assessable.

8.2 Private Trust represents and warrants to
each Fund that:

		(a)	it is duly organized, existing and in
good standing under the laws of the state of New
York;

		(b)	it is empowered under applicable laws
and by its Articles of Incorporation and By-laws
to enter into and perform this Agreement;
		(c)	all  corporate proceedings required
by said Articles of Incorporation, By-laws and
applicable laws have been taken to authorize it
to enter into this Agreement; and

		(d)	it is duly registered with its
appropriate regulatory agency as a transfer
agent and such registration will remain in
effect for the duration of this Agreement; and

		(e) it has and will continue to have
access to the necessary facilities, equipment
and personnel to perform its duties and
obligations under this Agreement.

Article 9	Indemnification

	9.1	Each party hereto (the "Indemnifying
Party') will indemnify the other party (the
"Indemnified Party") against and hold it harmless from
any and all losses, claims, damages, liabilities or
expenses of any sort or kind (including reasonable
counsel fees and expenses) resulting from any claim,
demand, action or suit or other proceeding (a "Claim")
unless such Claim has resulted from a negligent
failure to act or omission to act or bad faith of the
Indemnified Party in the performance of its duties
hereunder.  In addition, each Fund will indemnify
Private Trust against and hold it harmless from any
Claim, damages, liabilities or expenses (including
reasonable counsel fees) that is a result of: (i) any
action taken in accordance with Written or Oral
Instructions, or any other instructions, or share
certificates reasonably believed by Private Trust to
be genuine and to be signed, countersigned or
executed, or orally communicated by an Authorized
Person; (ii) any action taken in accordance with
written or oral advice reasonably believed by Private
Trust to have been given by counsel for the Fund or
its own counsel; (iii) any action taken as a result of
any error or omission in any record (including but not
limited to magnetic tapes, computer printouts, hard
copies and microfilm copies) delivered, or caused to
be delivered by the Fund to Private Trust in
connection with this Agreement; or (iv) the offer or
sale of Shares in violation of any requirement under
the securities laws or regulations of any state that
such Shares be registered in such state or in
violation of any stop order or other determination or
ruling by any state with respect to the offer or sale
of such shares in such state.

	9.2	In any case in which the Indemnifying
Party may be asked to indemnify or hold the
Indemnified Party harmless, the Indemnifying Party
shall be advised of all pertinent facts concerning the
situation in question.  The Indemnified Party will
notify the Indemnifying Party promptly after
identifying any situation which it believes presents
or appears likely to present a claim for
indemnification against the Indemnifying Party
although the failure to do so shall not prevent
recovery by the Indemnified Party.  The Indemnifying
Party shall have the option to defend the Indemnified
Party against any Claim which may be the subject of
this indemnification, and, in the event that the
Indemnifying Party so elects, such defense shall be
conducted by counsel chosen by the Indemnifying Party
and satisfactory to the Indemnified Party, and
thereupon the Indemnifying Party shall take over
complete defense of the Claim and the Indemnified
Party shall sustain no further legal or other expenses
in respect of such Claim.  The Indemnified Party will
not confess any Claim or make any compromise in any
case in which the Indemnifying Party will be asked to
provide indemnification, except with the Indemnifying
Party's prior written consent.  The obligations of the
parties hereto under this Section shall survive the
termination of this Agreement.

	9.3	Except for remedies that cannot be waived
as a matter of law (and injunctive or provisional
relief), the provisions of this Article 9 shall be a
party's sole and exclusive remedy for claims or other
actions or proceedings to which the other party's
indemnification obligations pursuant to this Article 9
may apply.

Article 10	Standard of Care

	10.1	Private Trust shall provide its services
as transfer agent in accordance with the applicable
provisions of Section 17A of the 1934 Act.  Private
Trust shall at all times act in good faith and agrees
to use its best efforts within commercially reasonable
limits to ensure the accuracy of all services
performed under this Agreement, but assumes no
responsibility for loss or damage to the Funds unless
said errors are caused by Private Trust's own
negligence, bad faith, willful misconduct or that of
its employees or knowing violations of applicable law
pertaining to the manner in which transfer agency
services are to be performed by Private Trust.

Article 11	Consequential Damages

	NOTWITSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL ANY PARTY UNDER THIS
AGREEMENT, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS BE LIABLE TO THE OTHER PARTY UNDER ANY
THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER
LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY,
PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY
EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY
PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

Article 12	Term and Termination

	12.1	This Agreement shall be effective on the
date first written above and shall continue until
October 1, 2000, and thereafter shall automatically
continue for successive annual periods ending on the
anniversary of the date first written above, provided
that it may be terminated by either party upon written
notice given at least 90 days prior to termination.

	12.2	In the event a termination notice is given
by a Fund, it shall be accompanied by a resolution of
the Board of Directors, certified by the Secretary of
the Fund, designating a successor transfer agent or
transfer agents.  Upon such termination and at the
expense of the Fund, Private Trust will deliver to
such successor a certified list of shareholders of the
Fund (with names and addresses), and all other
relevant books, records, correspondence and other Fund
records or data in the possession of Private Trust,
and Private Trust will cooperate with the Fund and any
successor transfer agent or agents in the substitution
process.




Article 13	Confidentiality

	13.1	The parties agree that any non public
information obtained hereunder concerning the other
party is confidential and may not be disclosed to any
other person without the consent of the other party,
except as may be required by applicable law or at the
request of the Commission or other governmental
agency.  The parties further agree that a breach of
this provision would irreparably damage the other
party and accordingly agree that each of them is
entitled, without bond or other security, to an
injunction or injunctions to prevent breaches of this
provision.

Article 14	Force Majeure

	14.1	No party shall be liable for any default
or delay in the performance of its obligations under
this Agreement if and to the extent such default or
delay is caused, directly or indirectly, by (i) fire,
flood, elements of nature or other acts of God; (ii)
any outbreak or escalation of hostilities, war, riots
or civil disorders in any country; (iii) any act or
omission of the other party or any governmental
authority; (iv) any labor disputes beyond the
reasonable control of such party; or (v)
nonperformance by a third party or any similar cause
beyond the reasonable control of such party, including
without limitation, failures or fluctuations in
telecommunications or other equipment.  Except to the
extent that the non-performing party shall have failed
to use its reasonable best efforts to minimize the
likelihood of occurrence of such circumstances or to
mitigate any loss or damage to the other party caused
by such circumstances.  In any such event, the non-
performing party shall be excused from any further
performance and observance of the obligations so
affected only for as long as such circumstances
prevail and such party continues to use commercially
reasonable efforts to recommence performance or
observance as soon as practicable.

Article 15	Assignment and Subcontracting

	15.1	This Agreement may not be assigned or
otherwise transferred by Private Trust, without the
prior written consent of the Funds, which consent
shall not be unreasonably withheld; provided, however,
that Private Trust may, in its sole discretion, assign
all its right, title and interest in this Agreement to
an affiliate, parent or subsidiary of Private Trust
who is qualified to act under the 1940 Act.  The Funds
agree that Private Trust may, in its sole discretion,
engage subcontractors to perform any of the
obligations in this Agreement to be performed by
Private Trust.

Article 16	 Notices

	16.1	Any notice or other instrument authorized
or required by this Agreement to be given in writing
to a Fund or Private Trust, shall be sufficiently
given if addressed to that party and received by it at
its office set forth below or at such other place as
it may from time to time designate in writing.




	To the Funds:

Smith Barney Mutual Funds
388 Greenwich Street, 22nd Floor
New York, NY 10013
Attention:  Heath B. McLendon

To Private Trust:

		Smith Barney Private Trust Company
388 Greenwich Street, 22nd Floor
New York, NY 10013
		Attention:  George Betzios

Article 17	Governing Law/Venue

	17.1	The laws of the State of New York,
excluding the laws on conflicts of laws, shall govern
the interpretation, validity, and enforcement of this
agreement.

Article 18	Counterparts

	18.1	This Agreement may be executed in any
number of counterparts, each of which shall be deemed
to be an original; but such counterparts shall,
together, constitute only one instrument.

Article 19	Captions

	19.1	The captions of this Agreement are
included for convenience of reference only and in no
way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

Article 20	Publicity

	20.1	Neither a Fund nor Private Trust shall
release or publish news releases, public
announcements, advertising or other publicity relating
to this Agreement or to the transactions contemplated
by it without the prior review and written approval of
the other  party; provided, however, that either party
may make such disclosures as are required by legal,
accounting or regulatory requirements after making
reasonable efforts in the circumstances to consult in
advance with the other party.

Article 21	Relationship of Parties

	21.1	The parties agree that they are
independent contractors and not partners or
co-venturers and nothing contained herein shall be
interpreted or construed otherwise.


Article 22	Entire Agreement; Severability

	22.1	This Agreement, including Schedules and
Exhibits hereto, constitutes the entire agreement of
the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous
proposals, agreements, contracts, representations, and
understandings, whether written or oral, between the
parties with respect to the subject matter hereof.  No
change, termination, modification, or waiver of any
term or condition of the Agreement shall be valid
unless in writing signed by the party affected.  A
party's waiver of a breach of any term or condition in
the Agreement shall not be deemed a waiver of any
subsequent breach of the same or another term or
condition.

	22.2	The parties intend every provision of this
Agreement to be severable.  If a court of competent
jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or
invalidity shall not affect the validity of the
remainder of this Agreement.  In such case, the
parties shall in good faith modify or substitute such
provision consistent with the original intent of the
parties.  Without limiting the generality of this
paragraph, if a court determines that any remedy
stated in this Agreement has failed of its essential
purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion
of damages, shall remain fully effective.


	IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly
authorized officers, as of the day and year first
above written.

				Each of the
Investment Companies Listed
				On Schedule
A Hereto, Each of Which Is
				Acting On
Its Own Behalf And Not On
				Behalf Of
Any Other Investment Company


By:
      Heath
B. McLendon

Chairman of
the Boards
of Directors


SMITH BARNEY PRIVATE TRUST COMPANY


By:
      George Betzios
      Director - Transfer Agency Operations


SCHEDULE A

SALOMON SMITH BARNEY FUNDS

Concert Investment Series
Emerging Growth Fund
Government Fund
Growth Fund
Growth and Income Fund
International Equity Fund
Mid Cap Fund
Municipal Bond Fund
Select Small Cap Portfolio (variable annuity)
Select Government Portfolio (variable annuity)
Select Growth Portfolio (variable annuity)
Select Growth and Income Portfolio (variable
annuity)
Select Mid Cap Portfolio (variable annuity)

Consulting Group Capital Markets Funds
Balanced Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
S&P 500 Index Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
Multi-Sector Fixed Income Investments
Multi-Strategy Market Neutral Investments


Greenwich Street Series Fund  (variable annuity)
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio

Smith Barney Adjustable Rate Government Income Fund

Smith Barney Aggressive Growth Fund Inc.

Smith Barney Appreciation Fund Inc.

Smith Barney Arizona Municipals Fund Inc.

Smith Barney California Municipals Fund Inc.

Smith Barney Concert Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Global Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Select Balanced Portfolio  (variable annuity)
Select Conservative Portfolio  (variable annuity)
Select Growth Portfolio  (variable annuity)
Select High Growth Portfolio  (variable annuity)
Select Income Portfolio  (variable annuity)

Smith Barney Equity Funds
Concert Social Awareness Fund
Smith Barney Large Cap Blend Fund

Smith Barney Fundamental Value Fund Inc.



Smith Barney Funds, Inc.
Large Cap Value Fund
Short-Term High Grade Bond Fund
U.S. Government Securities Fund

Smith Barney Income Funds
Smith Barney Balanced Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney High Income Fund
Smith Barney Municipal High Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Total Return Bond Fund

Smith Barney Institutional Cash Management Fund, Inc.
Cash Portfolio
Government Portfolio
Municipal Portfolio

Smith Barney Investment Funds Inc.
Concert Peachtree Growth Fund
Smith Barney Contrarian Fund
Smith Barney Government Securities Fund
Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Hansberger Global Value Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Premier Selections Fund
Smith Barney Small Cap Value Fund
Smith Barney Special Equities Fund

Smith Barney Investment Trust
Smith Barney Intermediate Maturity California
Municipals Fund
Smith Barney Intermediate Maturity New York
Municipals Fund
Smith Barney Large Capitalization Growth Fund
Smith Barney S&P 500 Index Fund
Smith Barney Mid Cap Blend Fund

Smith Barney Managed Governments Fund Inc.

Smith Barney Managed Municipals Fund Inc.

Smith Barney Massachusetts Municipals Fund

Smith Barney Money Funds, Inc.
Cash Portfolio
Government Portfolio
Retirement Portfolio

Smith Barney Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
Massachusetts Money Market Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio

Smith Barney Municipal Money Market Fund, Inc.

Smith Barney Natural Resources Fund Inc.

Smith Barney New Jersey Municipals Fund Inc.

Smith Barney Oregon Municipals Fund

Smith Barney Principal Return Fund
Smith Barney Security and Growth Fund 2005
Zeros plus Emerging Growth Series 2000

Smith Barney Small Cap Blend Fund, Inc.

Smith Barney Telecommunications Trust
Smith Barney Telecommunications Income Fund

Smith Barney Variable Account Funds  (variable
annuity)
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio







Smith Barney World Funds, Inc.
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio

Travelers Series Fund Inc.  (variable annuity)
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise Portfolio

Travelers Funds (variable annuity)
	Capital Appreciation Fund
	Money Market Portfolio
	High Yield Bond Trust
	Mid Cap Disciplined Equity Fund
	Managed Assets Trust

Federated High Yield Portfolio (variable annuity)

Federated Stock Portfolio (variable annuity)

Lazard International Equity Portfolio (variable
annuity)

MFS Emerging Growth Portfolio (variable annuity)

Travelers Series Trust (variable annuity)
Convertible Bond Portfolio
Disciplined Small Cap Stock Portfolio
Jurika & Voyles Core Equity Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
NWQ Large Cap Portfolio
Strategic Stock Portfolio
Social Awareness Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities
Utilities Portfolio
Zero Coupon Bond Fund Portfolio (Series 2000)
Zero Coupon Bond Fund Portfolio (Series 2005)

Travelers Quality Bond Portfolio (variable annuity)

The Fund For Stable Value Investments


SCHEDULE B

DUTIES OF PRIVATE TRUST

	1.	Shareholder Information.   Private Trust
or its agent shall maintain a record of the number of
Shares held by each holder of record which shall
include name, address, taxpayer identification and
which shall indicate whether such Shares are held in
certificates or uncertificated form.

	2.	Shareholder Services.  Private Trust or
its agent will investigate all inquiries from
shareholders of a Fund relating to Shareholder
accounts and will respond to all communications from
Shareholders and others relating to its duties
hereunder and such other correspondence as may from
time to time be mutually agreed upon between Private
Trust and a Fund.  Private Trust shall provide the
Fund with reports concerning shareholder inquires and
the responses thereto by Private Trust, in such form
and at such times as are agreed to by the Fund and
Private Trust.

	3. 	Share Certificates.

  		(a)  At the expense of each Fund, Private
Trust or its agent shall be supplied with an adequate
supply of blank share certificates to meet Private
Trust or its agent's requirements therefor.  Such
Share certificates shall be properly signed by
facsimile.  Each Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the
Fund whose signature appears on such certificates,
Private Trust or its agent may continue to countersign
certificates which bear such signatures until
otherwise directed by Written Instructions.

		(b)  With respect to each Fund, Private
Trust or its agent shall issue replacement Share
certificates in lieu of certificates which have been
lost, stolen or destroyed, upon receipt by Private
Trust or its agent of properly executed affidavits and
lost certificate bonds, in form satisfactory to
Private Trust or its agent, with the Fund and Private
Trust or its agent as obligees under the bond.

		(c)  With respect to each Fund, Private
Trust or its agent shall also maintain a record of
each certificate issued, the number of Shares
represented thereby and the holder of record.  With
respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued
with respect thereto, Private Trust or its agent shall
maintain comparable records of the record holders
thereof, including their names, addresses and taxpayer
identification.  Private Trust or its agent shall
further maintain a stop transfer record on lost and/or
replaced certificates.

	4.  Mailing Communications to Shareholders;
Proxy Materials. Private Trust or its agent will
address and mail to Shareholders of the Funds, all
reports to Shareholders, dividend and distribution
notices and proxy material for the Fund's meetings of
Shareholders.  In connection with meetings of
Shareholders, Private Trust or its agent will prepare
Shareholder lists, mail and certify as to the mailing
of proxy materials, process and tabulate returned
proxy cards, report on proxies voted prior to
meetings, act as inspector of election at meetings and
certify Shares voted at meetings.
 	5.  Sales of Shares

		(a)  Suspension of Sale of Shares.
Private Trust or its agent shall not be required to
issue any Shares of a Fund where it has received a
Written Instruction from the Fund or official notice
from any appropriate authority that the sale of the
Shares of the Fund has been suspended or discontinued.
The existence of such Written Instructions or such
official notice shall be conclusive evidence of the
right of Private Trust or its agent to rely on such
Written Instructions or official notice.

		(b)  Returned Checks.  In the event that
any check or other order for the payment of money is
returned unpaid for any reason, Private Trust or its
agent will:  (i) give prompt notice of such return to
the Fund or its designee; (ii) place a stop transfer
order against all Shares issued as a result of such
check or order; and (iii) take such actions as Private
Trust may from time to time deem appropriate.

	6.  Transfer and Repurchase

		(a)  Private Trust or its agent shall
process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures
set forth in each Fund's Prospectus.

		(b)	Private Trust or its agent will
transfer or repurchase Shares upon receipt of Oral or
Written Instructions or otherwise pursuant to the
Prospectus and Share certificates, if any, properly
endorsed for transfer or redemption, accompanied by
such documents as Private Trust or its agent
reasonably may deem necessary.

		 (c)	Private Trust or its agent reserves
the right to refuse to transfer or repurchase Shares
until it is satisfied that the endorsement on the
instructions is valid and genuine.  Private Trust or
its agent also reserves the right to refuse to
transfer or repurchase Shares until it is satisfied
that the requested transfer or repurchase is legally
authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or
repurchases which Private Trust or its agent, in its
good judgement, deems improper or unauthorized, or
until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or
repurchase.

		(d)  When Shares are redeemed, Private
Trust or its agent shall, upon receipt of the
instructions and documents in proper form, deliver to
the Custodian and each Fund or its designee a
notification setting forth the number of Shares to be
repurchased.  Such repurchased shares shall be
reflected on appropriate accounts maintained by
Private Trust or its agent reflecting outstanding
Shares of each Fund and Shares attributed to
individual accounts.

		(e)  Private Trust or its agent shall,
upon receipt of the moneys paid to it by the Custodian
for the repurchase of Shares, pay such moneys as are
received from the Custodian, all in accordance with
the procedures described in the written instruction
received by Private Trust or its agent from the Fund.

		(f)	Private Trust or its agent shall not
process or effect any repurchase with respect to
Shares of a Fund after receipt by Private Trust or its
agent of notification of the suspension of the
determination of the net asset value of the Fund.

 	7.	Dividends

		(a)	Upon the declaration of each dividend
and each capital gains distribution by the Board of
Directors of a Fund with respect to Shares of the
Fund, the Fund shall furnish or cause to be furnished
to Private Trust or its agent a copy of a resolution
of the Fund's Board of Directors certified by the
Secretary of the Fund setting forth the date of the
declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the
record date as of which shareholders entitled to
payment shall be determined, the amount payable per
Share to the shareholders of record as of that date,
the total amount payable to Private Trust or its agent
on the payment date and whether such dividend or
distribution is to be paid in Shares of such class at
net asset value.

		(b)	On or before the payment date
specified in such resolution of the Board of
Directors, a Fund will provide Private Trust with
sufficient cash to make payment to the Shareholders of
record as of such payment date.

		(c)	If Private Trust or its agent does
not receive sufficient cash from a Fund to make total
dividend and/or distribution payments to all
shareholders of the Fund as of the record date,
Private Trust or its agent will, upon notifying the
Fund, withhold payment to all Shareholders of record
as of the record date until sufficient cash is
provided to Private Trust or its agent.

	8.	Cash Management Services.  Funds received
by Private Trust in the course of performing its
services hereunder will be held in demand deposit bank
accounts or money market fund accounts in the name of
Private Trust (or its nominee) as agent for the Funds.
Private Trust shall be entitled to retain any
interest, dividends, balance credits or fee reductions
or other concessions or benefits earned or generated
by or associated with such accounts or made available
by the institution with which such accounts are
maintained.

	9.	Lost Shareholders.  Private Trust shall
perform such services as are required in order to
comply with Rules 17a-24 and 17Ad-17 of the 1934 Act
(the "Lost Shareholder Rules), including, but not
limited to those set forth below.  Private Trust may,
in its sole discretion, use the services of a third
party to perform some or all of such services.

(a) documentation of electronic search
policies and procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation
letters;
(d) taking receipt of returned verification
forms;
(e) providing confirmed address corrections in
batch via electronic media;
(f) tracking results and maintaining data
sufficient to comply with the Lost
Shareholder Rules; and
(g) preparation and submission of data
required under the Lost Shareholder Rules.
10. Miscellaneous.

	In addition to and neither in lieu nor in
contravention of the services set forth above, Private
Trust shall:  (I) perform all the customary services
of a transfer agent, registrar, dividend disbursing
agent and agent of the dividend reinvestment and cash
purchase plan as described herein consistent with
those requirements set forth as at the date of this
Agreement; (ii) require proper forms of instructions,
signatures and signature guarantees and any necessary
documents supporting the opening of shareholder
accounts, transfers and redemptions and other
shareholder account transactions, all in conformance
with Private Trust's present procedures with such
changes or deviations therefrom as may be from time to
time required or approved by a Fund, or the Fund's
counsel or Private Trust's counsel and the rejection
of orders or instructions not in good order in
accordance with the applicable Fund prospectus; (iii)
provide to the person designated by the Funds daily
Blue Sky reports generated by Private Trust; (iv)
provide to the Funds escheatment reports as reasonably
requested by the Funds with respect to the status of
the Funds' accounts and outstanding checks; and (v)
maintain a current, duplicate set of the Funds'
essential records at a secure separate location in a
form available and usable forthwith in the event of
any breakdown or disaster disruption of Private
Trust's main operation.  The detailed definition,
frequency, limitations and associated costs (if any)
set out in the attached fee schedule, include but are
not limited to:  maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing Shareholder reports to
current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts where
applicable, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions
by federal authorities for all Shareholders.

11. Print/Mail Services.  Private Trust shall
perform print/mail services on behalf of the
Funds with respect to the following items:

(a) Daily, Monthly Quarterly and Annual Output
? Confirmations
- Brokerage SB money market fund
SWEEP transactions
- Direct Accounts (non-brokerage)
all transactions
- New account and Change of
Allocation
? Welcome letters
? Checks:
			-Dividend
			-ACW
			-Commission
			-Daily Redemption
? Statements:
			-All Non Brokerage Accounts
			-Shareholder Statements
			-Dealer Statements
			-Dealer Statements (non-Transfer
Agent)
			-Commission Statements

? Y/E Tax Forms
			-Non-brokerage Accounts
			-Non-networked Accounts

(b) Special Mailings (includes 6700, proxy
except NSCC NT3)
? Report Mailings (quarterly, annual and
semi-annual)
? Prospectus Fulfillment & Mailings
? Shareholder/Information Letters

SCHEDULE C

FEE SCHEDULE




1. Standard Fees

	Fees:	See attached Exhibit I of Schedule C



SCHEDULE D

OUT-OF-POCKET EXPENSES

1.	Out-of Pockets.  Each Fund shall reimburse
Private Trust monthly for applicable out-of-pocket
expenses, including, but not limited to the following
items:
? Microfiche/microfilm production
? Magnetic media tapes and freight
? Postage - direct pass through to the Fund
? Telephone and telecommunication costs,
including all lease, maintenance and line
costs
? Proxy solicitations, mailings, tabulations
and reports relating thereto
? Shipping, Certified and Overnight mail and
insurance
? Terminals, communication lines, printers and
other equipment and any expenses incurred in
connection with such terminals and lines
? Duplicating services
? Courier services
? Federal Reserve charges for check clearance
? Overtime
? Temporary staff
? Travel, as approved in advance by the Fund
? Record retention, retrieval and destruction
costs, including, but not limited to exit
fees charged by third party record keeping
vendors
? Such other miscellaneous expenses reasonably
incurred by Private Trust in performing its
duties and responsibilities under this
Agreement.

	Each Fund shall pay postage and mailing expenses
on the day of or prior to mailing as agreed with
Private Trust.  In addition, each Fund will promptly
reimburse Private Trust for any other unscheduled
expenses incurred by Private Trust whenever the Fund
and Private Trust mutually agree that such expenses
are not otherwise properly borne by Private Trust as
part of its duties and obligations under the
Agreement.

2. Other Charges.
? Pre-Printed Stock, including business forms,
certificates, envelopes, checks and
stationery.
? COLD Storage
? Digital Recording
? Incoming and outgoing wire charges