FORM OF

DISTRIBUTION AGREEMENT



									[Date]




CFBDS, Inc.
6 St. James Avenue
Boston, MA 02116

Dear Sirs:

	This is to confirm that, in consideration of the agreements hereinafter 
contained, the above-named investment company (the "Fund") has agreed that 
you shall be, for the period of this Agreement, the non-exclusive principal 
underwriter and distributor of shares of the Fund and each Series of the Fund 
set forth on Exhibit A hereto, as such Exhibit may be revised from time to 
time (each, including any shares of the Fund not designated by series, a 
"Series").  For purposes of this Agreement, the term "Shares" shall mean 
shares of the each Series, or one or more Series, as the context may require.

	1.	Services as Principal Underwriter and Distributor

		1.1  You will act as agent for the distribution of Shares covered 
by, and in  accordance with, the registration statement, prospectus and 
statement of additional information then in effect under the Securities Act of 
1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as 
amended (the "1940 Act"), and will transmit or cause to be transmitted 
promptly any orders received by you or those with whom you have sales or 
servicing agreements for purchase or redemption of Shares to the Transfer and 
Dividend Disbursing Agent for the Fund of which the Fund has notified you in 
writing.

		1.2  You agree to use your best efforts to solicit orders for the 
sale of Shares.  It is contemplated that you will enter into sales or 
servicing agreements with registered securities dealers and banks and into 
servicing agreements with financial institutions and other industry 
professionals, such as investment advisers, accountants and estate planning 
firms.  In entering into such agreements, you will act only on your own behalf 
as principal underwriter and distributor.  You will not be responsible for 
making any distribution plan or service fee payments pursuant to any plans the 
Fund may adopt or agreements it may enter into.

		1.3  You shall act as principal underwriter and distributor of 
Shares in compliance with all applicable laws, rules, and regulations, 
including, without limitation, all rules and regulations made or adopted from 
time to time by the Securities and Exchange Commission (the "SEC") pursuant 
to the 1933 Act or the 1940 Act or by any securities association registered 
under the Securities Exchange Act of 1934, as amended.

		1.4  Whenever in their judgment such action is warranted for any 
reason, including, without limitation, market, economic or political 
conditions, the Fund's officers may decline to accept any orders for, or make 
any sales of, any Shares until such time as those officers deem it advisable 
to accept such orders and to make such sales and the Fund shall advise you 
promptly of such determination.

2.	Duties of the Fund

2.1	The Fund agrees to pay all costs and expenses in connection 
with the registration of Shares under the 1933 Act, and all expenses in 
connection with maintaining facilities for the issue and transfer of Shares 
and for supplying information, prices and other data to be furnished by the 
Fund hereunder, and all expenses in connection with the preparation and 
printing of the Fund's prospectuses and statements of additional information 
for regulatory purposes and for distribution to shareholders; provided 
however, that nothing contained herein shall be deemed to require the Fund to 
pay any of the costs of advertising or marketing the sale of Shares.

		2.2  The Fund agrees to execute any and all documents and to 
furnish any and all information and otherwise to take any other actions that 
may be reasonably necessary in the discretion of the Fund's officers in 
connection with the qualification of Shares for sale in such states and other 
U.S. jurisdictions as the Fund may approve and designate to you from time to 
time, and the Fund agrees to pay all expenses that may be incurred in 
connection with such qualification.  You shall pay all expenses connected with 
your own qualification as a securities broker or dealer under state or Federal 
laws and, except as otherwise specifically provided in this Agreement, all 
other expenses incurred by you in connection with the sale of Shares as 
contemplated in this Agreement.

2.3  The Fund shall furnish you from time to time, for use in 
connection with the sale of Shares, such information reports with respect to 
the Fund or any relevant Series and the Shares as you may reasonably request, 
all of which shall be signed by one or more of the Fund's duly authorized 
officers; and the Fund warrants that the statements contained in any such 
reports, when so signed by the Fund's officers, shall be true and correct.  
The Fund also shall furnish you upon request with (a) the reports of annual 
audits of the financial statements of the Fund for each Series made by 
independent certified public accountants retained by the Fund for such 
purpose; (b) semi-annual unaudited financial statements pertaining to each 
Series; (c) quarterly earnings statements prepared by the Fund; (d) a monthly 
itemized list of the securities in each Series' portfolio; (e) monthly balance 
sheets as soon as practicable after the end of each month; and (f)  the 
current net asset value and  offering price per share for each Series on each 
day such net asset value is computed and (g)from time to time such additional 
information regarding the financial condition of each Series of the Fund as 
you may reasonably request.

	3.	Representations and Warranties

	The Fund represents to you that all registration statements, 
prospectuses and statements of additional information filed by the Fund with 
the SEC under the 1933 Act and the 1940 Act with respect to the Shares have 
been prepared in conformity with the requirements of said Acts and the rules 
and regulations of the SEC thereunder.  As used in this Agreement, the  terms 
"registration statement", "prospectus" and "statement of additional 
information" shall mean any registration statement, prospectus and statement 
of additional information filed by the Fund with the SEC and any amendments 
and supplements thereto filed by the Fund with the SEC.  The Fund represents 
and warrants to you that any registration statement, prospectus and statement 
of additional information, when such registration statement becomes effective 
and as such prospectus and statement of additional information are amended or 
supplemented, included at the time of such effectiveness, amendment or 
supplement all statements required to be contained therein in conformance with 
the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all 
statements of material fact contained in any registration statement, 
prospectus or statement of additional information will be true and correct 
when such registration statement becomes effective; and that neither any 
registration statement nor any prospectus or statement of additional 
information when such registration statement becomes effective will include an 
untrue statement of a material fact or omit to state a material fact required 
to be stated therein or necessary to make the statements therein not 
misleading to a purchaser of the Fund's Shares.  The Fund may, but shall not 
be obligated to, propose from time to time such amendment or amendments to any 
registration statement and such supplement or supplements to any prospectus or 
statement of additional information as, in the light of future developments, 
may, in the opinion of the Fund, be necessary or advisable.  If the Fund shall 
not propose such amendment or amendments and/or supplement or supplements 
within fifteen days after receipt by the Fund of a written request from you to 
do so, you may, at your option, terminate this Agreement or decline to make 
offers of the Fund's Shares until such amendments are made.  The Fund shall 
not file any amendment to any registration statement or supplement to any 
prospectus or statement of additional information without giving you 
reasonable notice thereof in advance; provided, however, that nothing 
contained in this Agreement shall in any way limit the Fund's right to file at 
any time such amendments to any registration statement and/or supplements to 
any prospectus or statement of additional information, of whatever character, 
as the Fund may deem advisable, such right being in all respects absolute and 
unconditional.

	4.	Indemnification

		4.1  The Fund authorizes you to use any prospectus or statement of 
additional information furnished by the Fund from time to time, in connection 
with the sale of Shares.  The Fund agrees to indemnify, defend and hold you, 
your several officers and directors, and any person who controls you within 
the meaning of Section 15 of the 1933 Act, free and harmless from and against 
any and all claims, demands, liabilities and expenses (including the cost of 
investigating or defending such claims, demands or liabilities and any such 
counsel fees incurred in connection therewith) which you, your officers and 
directors, or any such controlling person, may incur under the 1933 Act or 
under common law or otherwise, arising out of or based upon any untrue 
statement, or alleged untrue statement, of a material fact contained in any 
registration statement, any prospectus or any statement of additional 
information or arising out of or based upon any omission, or alleged omission, 
to state a material fact required to be stated in any registration statement, 
any prospectus or any statement of additional information or necessary to make 
the statements in any of them not misleading; provided, however, that the 
Fund's agreement to indemnify you, your officers or directors, and any such 
controlling person shall not be deemed to cover any claims, demands, 
liabilities or expenses arising out of any statements or representations made 
by you or your representatives or agents other than such statements and 
representations as are contained in any prospectus or statement of additional 
information and in such financial and other statements as are furnished to you 
pursuant to paragraph 2.3 of this Agreement; and further provided that the 
Fund's agreement to indemnify you and the Fund's representations and 
warranties herein before set forth in paragraph 3 of this Agreement shall not 
be deemed to cover any liability to the Fund or its shareholders to which you 
would otherwise be subject by reason of willful misfeasance, bad faith or 
gross negligence in the performance of your duties, or by reason of your 
reckless disregard of your obligations and duties under this Agreement.  The 
Fund's agreement to indemnify you, your officers and directors, and any such 
controlling person, as aforesaid, is expressly conditioned upon the Fund's 
being notified of any action brought against you, your officers or directors, 
or any such controlling person, such notification to be given by letter or by 
telegram addressed to the Fund at its principal office in New York, New York 
and sent to the Fund by the person against whom such action is brought, within 
ten days after the summons or other first legal process shall have been 
served.  The failure so to notify the Fund of any such action shall not 
relieve the Fund from any liability that the Fund may have to the person 
against whom such action is brought by reason of any such untrue, or alleged 
untrue, statement or omission, or alleged omission, otherwise than on account 
of the Fund's indemnity Agreement contained in this paragraph 4.1.  The Fund 
will be entitled to assume the defense of any suit brought to enforce any such 
claim, demand or liability, but, in such case, such defense shall be conducted 
by counsel of good standing chosen by the Fund.  In the event the Fund elects 
to assume the defense of any such suit and retains counsel of good standing, 
the defendant or defendants in such suit shall bear the fees and expenses of 
any additional counsel retained by any of them; but if the Fund does not elect 
to assume the defense of any such suit, the Fund will reimburse you, your 
officers and directors, or the controlling person or persons named as 
defendant or defendants in such suit, for the fees and expenses of any counsel 
retained by you or them.  The Fund's indemnification Agreement contained in 
this paragraph 4.1 and the Fund's representations and warranties in this 
Agreement shall remain operative and in full force and effect regardless of 
any investigation made by or on behalf of you, your officers and directors, or 
any controlling person, and shall survive the delivery of any of the Fund's 
Shares.  This agreement of indemnity will inure exclusively to your benefit, 
to the benefit of your several officers and directors, and their respective 
estates, and to the benefit of the controlling persons and their successors.  
The Fund agrees to notify you promptly of the commencement of any litigation 
or proceedings against the Fund or any of its officers or Board members in 
connection with the issuance and sale of any of the Fund's Shares.

		4.2  You agree to indemnify, defend and hold the Fund, its several 
officers and Board members, and any person who controls the Fund within the 
meaning of Section 15 of the 1933 Act, free and harmless from and against any 
and all claims, demands, liabilities and expenses (including the costs of 
investigating or defending such claims, demands or liabilities and any counsel 
fees incurred in connection therewith) that the Fund, its officers or Board 
members or any such controlling person may incur under the 1933 Act, or under 
common law or otherwise, but only to the extent that such liability or expense 
incurred by the Fund, its officers or Board members, or such controlling 
person resulting from such claims or demands shall arise out of or be based 
upon any untrue, or alleged untrue, statement of a material fact contained in 
information furnished in writing by you to the Fund and used in the answers to 
any of the items of the registration statement or in the corresponding 
statements made in the prospectus or statement of additional information, or 
shall arise out of or be based upon any omission, or alleged omission, to 
state a material fact in connection with such information furnished in writing 
by you to the Fund and required to be stated in such answers or necessary to 
make such information not misleading.  Your agreement to indemnify the Fund, 
its officers or Board members, and any such controlling person, as aforesaid, 
is expressly conditioned upon your being notified of any action brought 
against the Fund, its officers or Board members, or any such controlling 
person, such notification to be given by letter or telegram addressed to you 
at your principal office in Boston, Massachusetts and sent to you by the 
person against whom such action is brought, within ten days after the summons 
or other first legal process shall have been served.  You shall have the right 
to control the defense of such action, with counsel of your own choosing, 
satisfactory to the Fund, if such action is based solely upon such alleged 
misstatement or omission on your part or with the Fund's consent, and in any 
event the Fund, its officers or Board members or such controlling person shall 
each have the right to participate in the defense or preparation of the 
defense of any such action with counsel of its own choosing reasonably 
acceptable to you but shall not have the right to settle any such action 
without your consent, which will not be unreasonably withheld.  The failure to 
so notify you of any such action shall not relieve you from any liability that 
you may have to the Fund, its officers or Board members, or to such 
controlling person by reason of any such untrue, or alleged untrue, statement 
or omission, or alleged omission, otherwise than on account of your indemnity 
agreement contained in this paragraph 4.2.  You agree to notify the Fund 
promptly of the commencement of any litigation or proceedings against you or 
any of your officers or directors in connection with the issuance and sale of 
any of the Fund's Shares.
		
	5.	Effectiveness of Registration

	No Shares shall be offered by either you or the Fund under any of the 
provisions of this Agreement and no orders for the purchase or sale of such 
Shares under this Agreement shall be accepted by the Fund if and so long as 
the effectiveness of the registration statement then in effect or any 
necessary amendments thereto shall be suspended under any of the provisions of 
the 1933 Act, or if and so long as a current prospectus as required by Section 
5(b) (2) of the 1933 Act is not on file with the SEC; provided, however, that 
nothing contained in this paragraph 5 shall in any way restrict or have an 
application to or bearing upon the Fund's obligation to repurchase its Shares 
from any shareholder in accordance with the provisions of the Fund's 
prospectus, statement of additional information or charter documents, as 
amended from time to time.

6. Offering Price

Shares of any class of any Series of the Fund offered for sale by you 
shall be offered for sale at a price per share (the "offering price") equal 
to (a) their net asset value (determined in the manner set forth in the Fund's 
charter documents and the then-current prospectus and statement of additional 
information) plus (b) a sales charge, if applicable, which shall be the 
percentage of the offering price of such Shares as set forth in the Fund's 
then-current prospectus relating to such Series.  In addition to or in lieu of 
any sales charge applicable at the time of sale, Shares of any class of any 
Series of the Fund offered for sale by you may be subject to a contingent 
deferred sales charge as set forth in the Fund's then-current prospectus and 
statement of additional information.  You shall be entitled to receive any 
sales charge levied at the time of sale in respect of the Shares without 
remitting any portion to the Fund.  Any payments to a broker or dealer through 
whom you sell Shares shall be governed by a separate agreement between you and 
such broker or dealer and the Fund's then-current prospectus and statement of 
additional information 

	7.	Notice to You

	The Fund agrees to advise you immediately in writing:

		(a)  of any request by the SEC for amendments 
to the registration statement, prospectus or 
statement of additional information then in effect 
or for additional information;

		(b)  in the event of the issuance by the SEC 
of any stop order suspending the effectiveness of 
the registration statement, prospectus or statement 
of additional information then in effect or the 
initiation of any proceeding for that purpose;

		(c)  of the happening of any event that makes 
untrue any statement of a material fact made in the 
registration statement, prospectus or statement of 
additional information then in effect or that 
requires the making of a change in such 
registration statement, prospectus or statement of 
additional 
	information in order to make the statements therein 
not misleading; and
		
		(d)  of all actions of the SEC with respect 
to any amendment to the registration statement, or 
any supplement to the prospectus or statement of 
additional information which may from time to time 
be filed with the SEC.

	8.	Term of the Agreement

	This Agreement shall become effective on the date hereof, shall have an 
initial term of one year from the date hereof, and shall continue for 
successive annual periods thereafter so long as such continuance is 
specifically approved at least annually by (a) the Fund's Board or (b) by a 
vote of a majority (as defined in the 1940 Act) of the Fund's outstanding 
voting securities, provided that in either event the continuance is also 
approved by a majority of the Board members of the Fund 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 30 days' notice by the 
Fund's Board or by vote of holders of a majority of the relevant Series 
outstanding voting securities, or on 90 days' notice by you.  This Agreement 
will also terminate automatically, as to the relevant Series, in the event of 
its assignment (as defined in the 1940 Act and the rules and regulations 
thereunder).

9. Arbitration

Any claim, controversy, dispute or deadlock arising under this 
agreement (collectively, a "Dispute") shall be settled by arbitration 
administered under the rules of the American Arbitration Association 
("AAA") in New York, New York.  Any arbitration and award of the 
arbitrators, or a majority of them, shall be final and the judgment upon 
the award rendered may be entered in any state or federal court having 
jurisdiction.  No punitive damages are to be awarded.



	
10.	Miscellaneous

	So long as you act as a principal underwriter and distributor of Shares, 
you shall not perform any services for any entity other than investment 
companies advised or administered by Citigroup Inc. or its subsidiaries.  The 
Fund recognizes that the persons employed by you to assist in the performance 
of your duties under this Agreement may not devote their full time to such 
service and nothing contained in this Agreement shall be deemed to limit or 
restrict your or any of your affiliates right to engage in and devote time and 
attention to other businesses or to render services of whatever kind or 
nature.   This Agreement and the terms and conditions set forth herein shall 
be governed by, and construed in accordance with, the laws of the State of New 
York.

	11.	Limitation of Liability  (Massachusetts business trusts only)

	The Fund and you agree that the obligations of the Fund 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 Fund, individually, but are binding only upon the assets and property of 
the Fund, as provided in the Master Trust Agreement.  The execution and 
delivery of this Agreement have been authorized by the Trustees and signed by 
an authorized officer of the Fund, acting as such, and neither such 
authorization by such Trustees 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 trust property of 
the Fund as provided in its Master Trust Agreement.

	If the foregoing is in accordance with your understanding, kindly 
indicate your acceptance
of this Agreement by signing and returning to us the enclosed copy, whereupon 
this Agreement will become binding on you.


						Very truly yours,
						[Name of Fund]

						By:  _____________________
						       [Title]



Accepted:

CFBDS, INC.


By:  __________________________
       Authorized Officer











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