FORM OF 
AMENDED AND RESTATED
SHAREHOLDER  SERVICES AND DISTRIBUTION PLAN


	This Amended and Restated Shareholder Services and Distribution Plan 
(the "Plan") is adopted in accordance with Rule 12b-1 (the "Rule") under 
the Investment Company Act of 1940, as amended (the "1940 Act"), by 
[Name of Fund], a [business trust organized under the laws of the 
Commonwealth of Massachusetts (the "Trust") on behalf of its sub-trust] 
/ [a corporation organized under the laws of the State of Maryland (the 
"Fund")], subject to the following terms and conditions:

	Section 1.  Annual Fee.

	(a)	Service Fee for Class A shares. The [Trust/Fund] will pay to 
Smith Barney Inc., a corporation organized under the laws of 
the State of Delaware ("Smith Barney"), a service fee under 
the Plan at an annual rate of [     %] of the average daily net 
assets of the Fund attributable to the Class A shares sold and 
not redeemed (the "Class A Service Fee").

	(b)	Service Fee for Class B shares. The [Trust/Fund] will pay to 
Smith Barney a service fee under the Plan at the annual rate of 
[    %] of the average daily net assets of the Fund 
attributable to the Class B shares sold and not redeemed (the 
"Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the Class B 
Service Fee, the [Trust/Fund] will pay Smith Barney a 
distribution fee under the Plan at the annual rate of [    %] 
of the average daily net assets of the Fund attributable to the 
Class B shares  sold and not redeemed (the "Class B 
Distribution Fee").

	(d)	Service Fee for Class L  shares.  The [Trust/Fund] will pay to 
Smith Barney a service fee under the plan at the annual rate of 
[    %] of the average daily net assets of the Fund 
attributable to the Class L shares sold and not redeemed (the 
"Class L Service Fee").

	(e)	Distribution Fee for Class L shares.  In addition to the Class 
L Service Fee, the [Trust/Fund] will pay Smith Barney a 
distribution fee under the Plan at the annual rate of [    %] 
of the average daily net assets of the Fund attributable to the 
Class L shares sold and not redeemed (the "Class L Distribution 
Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will be 
calculated daily and paid monthly by the [Trust/Fund] with 
respect to the foregoing classes of the Fund's shares (each a 
"Class" and together, the "Classes") at the annual rates 
indicated above.

	Section 2.  Expenses Covered by the Plan.

	With respect to expenses incurred by each Class, its respective 
Service Fee and/or Distribution Fee may be used by Smith Barney for: (a) 
costs of printing and distributing the [Trust's/Fund's] prospectuses, 
statements of additional information and reports to prospective 
investors in the [Trust/Fund]; (b) costs involved in preparing, printing 
and distributing sales literature pertaining to the [Trust/Fund]; (c) an 
allocation of overhead and other branch office distribution-related 
expenses of Smith Barney; (d) payments made to, and expenses of, Smith 
Barney's financial consultants and other persons who provide support 
services to [Trust/Fund] shareholders in connection with the 
distribution of the [Trust's/Fund's] shares, including but not limited 
to, office space and equipment, telephone facilities, answering routine 
inquires regarding the [Trust/Fund] and its operation, processing 
shareholder transactions, forwarding and collecting proxy material, 
changing dividend payment elections and providing any other shareholder 
services not otherwise provided by the [Trust's/Fund's] transfer agent; 
and (e) accruals for interest on the amount of the foregoing expenses 
that exceed the Distribution Fee for that Class and, in the case of 
Class B and Class L shares, any contingent deferred sales charges 
received by Smith Barney; provided, however, that (i) the Distribution 
Fee for a particular Class may be used by Smith Barney only to cover 
expenses primarily intended to result in the sale of shares of that 
Class, including, without limitation, payments to the financial 
consultants of Smith Barney and other persons as compensation for the 
sale of the shares, and (ii) the Service Fees are intended to be used by 
Smith Barney primarily to pay its financial consultants for servicing 
shareholder accounts, including a continuing fee to each such financial 
consultant, which fee shall begin to accrue immediately after the sale 
of such shares.

	Section 3.  Approval by Shareholders


The Plan will not take effect, and no fees will be payable in 
accordance with Section 1 of
the Plan, with respect to a Class until the Plan has been approved by a 
vote of at least a majority
of the outstanding voting securities of the Class.  The Plan will be 
deemed to have been approved
with respect to a Class so long as a majority of the outstanding voting 
securities of the Class votes
for the approval of the Plan, notwithstanding that:  (a) the Plan has 
not been approved by a majority of the outstanding voting securities of 
any other Class, or (b) the Plan has not been
approved by a majority of the outstanding voting securities of the 
[Trust/Fund].

	Section 4.   Approval by [Trustees/Directors.]

	Neither the Plan nor any related agreements will take effect until 
approved by a majority vote of both (a) the Board of 
[Trustees/Directors] and (b) those [Trustees/Directors] who are not 
interested persons of the [Trust/Fund] and who have no direct or 
indirect financial interest in the operation of the Plan or in any 
agreements related to it (the "Qualified [Trustees/Directors]"), cast in 
person at a meeting called for the purpose of voting on the Plan and the 
related agreements.

	Section 5.  Continuance of the Plan.

	The Plan will continue in effect with respect to each Class until [     
, 1999] and thereafter for successive twelve-month periods with respect 
to each Class; provided, however, that such continuance is specifically 
approved at least annually by the [Trustees/Directors] of the 
[Trust/Fund] and by a majority of the Qualified [Trustees/Directors].

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) by 
the [Trust/Fund] without the payment of any penalty, by the vote of a 
majority of the outstanding voting securities of such Class or (ii) by a 
majority vote of the Qualified [Trustees/Directors]. The Plan may remain 
in effect with respect to a particular Class even if the Plan has been 
terminated in accordance with this Section 6 with respect to any other 
Class.

	Section 7.  Amendments.

	The Plan may not be amended with respect to any Class so as to 
increase materially the amounts of the fees described in Section 1 
above, unless the amendment is approved by a vote of holders of at least 
a majority of the outstanding voting securities of that Class. No 
material amendment to the Plan may be made unless approved by the 
[Trust's/Fund's] Board of [Trustees/Directors] in the manner described 
in Section 4 above.

	Section 8.  Selection of Certain [Trustees/Directors].

	While the Plan is in effect, the selection and nomination of the 
[Trust's/Fund's] [Trustees/Directors] who are not interested persons of 
the [Trust/Fund] will be committed to the discretion of the 
[Trustees/Directors] then in office who are not interested persons of 
the [Trust/Fund].

	Section 9.  Written Reports

	In each year during which the Plan remains in effect, any person 
authorized to direct the disposition of monies paid or payable by the 
Fund pursuant to the Plan or any related agreement will prepare and 
furnish to the [Trust's/Fund's] Board of [Trustees/Directors] and the 
Board will review, at least quarterly, written reports complying with 
the requirements of the Rule, which set out the amounts expended under 
the Plan and the purposes for which those expenditures were made.

	Section 10.  Preservation of Materials.

	The [Trust/Fund] will preserve copies of the Plan, any agreement 
relating to the Plan and any report made pursuant to Section 9 above, 
for a period of not less than six years (the first two years in an 
easily accessible place) from the date of the Plan, agreement or report.

	Section 11.  Meanings of Certain Terms.

	As used in the Plan, the terms "interested person" and "majority of 
the outstanding voting securities" will be deemed to have the same 
meaning that those terms have under the rules and regulations under the 
1940 Act, subject to any exemption that may be granted to the 
[Trust/Fund] under the 1940 Act, by the Securities and Exchange 
Commission.

	Section 12.  Limitation of Liability.  (Massachusetts business trusts 
only)

	The obligations of the Trust under this Agreement shall not be 
binding upon any of the Trustees, shareholders, nominees, officers, 
employees or agents, whether past, present or future, of the Trust, 
individually, but are binding only upon the assets and property of the 
Trust, as provided in the Master Trust Agreement.  The execution of this 
Plan has been authorized by the Trustees and signed by an authorized 
officer of the Trust, acting as such, and neither such authorization by 
such Trustees nor such execution 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 trust property of the Trust 
as provided in its Master Trust Agreement.
 

	 IN WITNESS WHEREOF, the Fund has executed the Plan as of July _____, 
1998.

						[NAME OF TRUST/FUND]							On behalf of 
						

						By: 
____________________________________
						     Heath B. McLendon					     
						     Chairman of the Board
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