SUB-TRANSFER AGENCY AGREEMENT


AGREEMENT made as of the 1st day of October, 1999 by and
between Smith Barney Trust Company (the "Transfer Agent") and
PFS Shareholder Services (the "Sub-Transfer Agent").

WITNESSETH:

WHEREAS, Transfer Agent serves as transfer and shareholder
servicing agent to the registered investment companies
listed on Schedule A hereto (as from time to time amended)
(each a "Fund" and collectively the "Funds") pursuant to a
Transfer Agency and Services Agreement between the Transfer
Agent and the Funds as amended from time to time (the "TA
Agreement");

WHEREAS, Transfer Agent desires that Sub-Transfer Agent be
retained to perform certain recordkeeping and accounting
services and functions with respect to transactions in shares
of the Funds ("Shares") made by those beneficial owners of
Shares (the "Shareholders") with respect to which the Sub-
Transfer Agent maintains record ownership as nominee with the
Transfer Agent and/or other parties designated by the
Transfer Agent in a single master shareholder account; and

WHEREAS, Sub-Transfer Agent desires to provide such services
on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the following premises
and mutual covenants, the parties agree as follows:

1. Services Provided by Sub-Transfer Agent

Sub-Transfer Agent agrees to perform recordkeeping and
accounting services and functions with respect to
transactions in Shares made by the Shareholders with respect
to the Funds.  Sub-Transfer Agent shall maintain with the
Transfer Agent and/or other parties designated by the
Transfer Agent a single master shareholder account.  Sub-
Transfer Agent will provide the following services:

	A. Maintain separate records for each Shareholder
reflecting Shares purchased, redeemed and exchanged on
behalf of such Shareholder and outstanding balances of
Shares owned by or for the benefit of such Shareholder.

	B. Prepare and transmit to Shareholders periodic
account statements indicating the number of Shares of a
Fund owned for the benefit of Shareholders and
purchases, redemptions and exchanges made on behalf of
Shareholders.

	C. Process dividend and distribution payments from the
Funds on behalf of each Shareholder.

	D. Transmit to Shareholders copies of proxy materials,
periodic reports and other materials relating to the
Funds.

	E. With respect to each Shareholder, aggregate all
purchase, redemption and exchange orders made on behalf
of the Shareholders and transmit instructions based on
such aggregate orders ("Instructions") to the Transfer
Agent and/or other parties designated by the Transfer
Agent for acceptance.

	F. Transmit to the Shareholders confirmations of
transactions made in accordance with Instructions.

	G. Provide to the Transfer Agent and/or other parties
designated by the Transfer Agent such other information
relating to transactions in and holdings of Shares on
behalf of the Shareholders as is reasonably requested.

	H. Arrange for the delivery to the Transfer Agent
and/or other parties designated by the Transfer Agent
of appropriate documentation and, in the case of
purchase orders, payment, in connection with each
aggregate order transmitted to the Transfer Agent.

	I. Provide to the Transfer Agent and/or other parties
designated by the Transfer Agent such periodic reports
as the Transfer Agent shall reasonably conclude are
necessary to enable the Transfer Agent to comply with
federal or state Blue Sky requirements.

2. 	Appointment as Agent for Limited Purpose

Sub-Transfer Agent shall be deemed to be agent of the
Transfer Agent for the sole and limited purpose of receiving
purchase, redemption and exchange orders from Shareholders
and transmitting corresponding Instructions to the Transfer
Agent and/or parties designated by the Transfer Agent.
Except as provided specifically herein, neither Sub-Transfer
Agent nor any person to which Sub-Transfer Agent may delegate
any of its duties hereunder shall be or hold itself out as an
agent of the Transfer Agent or the Funds.

3. 	Delegation by Sub-Transfer Agent

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

	A. agree to forward Instructions to the Transfer Agent
and/or parties designated by the Transfer Agent within
such time periods as are specified by the Transfer
Agent, each Fund's prospectus and applicable law and
regulation; and

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

4. 	Records and Reporting

Sub-Transfer Agent will maintain and preserve all records as
required by law in connection with its provision of services
under this Agreement.  Upon the request of the Funds or the
Transfer Agent, Sub-Transfer Agent will provide copies of:
historical records relating to transactions involving the
Funds and Shareholders; written communications regarding the
Funds to or from Shareholders; and other materials relating
to the provision of services by Sub-Transfer Agent under this
Agreement.  Sub-Transfer Agent will comply with any request
for such information and documents made by the board of
directors of the Funds or any governmental body or
self-regulatory organization.  Sub-Transfer Agent agrees that
it will permit the Funds, the Transfer Agent or their
representatives to have access to its personnel and records
in order to facilitate the monitoring of the quality of the
services provided by Sub-Transfer Agent.

5.	 Sub-Transfer Agent's Ability to Provide Services

Sub-Transfer Agent agrees to notify the Transfer Agent
promptly if for any reason it is unable to perform its
obligations under this Agreement.

6.	Compensation

	A. In consideration of performance of the services by
Sub-Transfer Agent hereunder and the costs it will
incur in providing those services, the Transfer Agent
agrees to reimburse Sub-Transfer Agent for its costs
(including payments to delegatees) in amounts that do
not exceed those indicated in the maximum reimbursement
schedule attached as Schedule B hereto. With respect to
any Shareholder, to the extent Sub-Transfer Agent
delegates any obligations hereunder to a third party,
Sub-Transfer Agent will negotiate in good faith with
such third party delegatee regarding the fees to be
paid to the delegatee. Sub-Transfer Agent, and not the
Transfer Agent, will be solely responsible for
compensating such a delegatee. If as a result of its
fee negotiations with such a delegatee Sub-Transfer
Agent is required to pay the delegatee less than would
be the case if Schedule B were the delegatee's fee
schedule, Sub-Transfer Agent will reduce the amount of
compensation it receives from the Transfer Agent
hereunder by the amount of such differential.

	B. The Transfer Agent agrees to reimburse Sub-Transfer
Agent or its delegatees for their reasonable out-
of-pocket costs, which shall include, but shall not be
limited to, the items specified in the written schedule
of out-of-pocket charges annexed hereto as Schedule C
and incorporated herein.

	C. Sub-Transfer Agent will permit the Transfer Agent or
its representatives (including counsel and independent
accountants) reasonable access to its records to enable
the Transfer Agent to verify that Sub-Transfer Agent's
charges to the Transfer Agent hereunder comply with the
provisions of this Agreement.

7.	Representations and Warranties of Sub-Transfer Agent

Sub-Transfer Agent represents and warrants to the Transfer
Agent that: (i) it is a corporation duly organized and
existing and in good standing under the laws of the State of
Georgia; (ii) it is duly qualified to carry on its business
in Georgia; (iii) it is empowered under applicable laws and
by its Articles of Incorporation to enter into and perform
this Agreement; (iv) all requisite corporate actions have
been taken to authorize it to enter into and perform this
Agreement; and (v) it has and will continue to have during
the term of this Agreement access to the necessary
facilities, equipment and personnel to perform its duties and
obligations hereunder.


8.	Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Sub-
Transfer Agent that: (i) it is duly organized and existing
and in good standing under the laws of the State of New York;
(ii) it is empowered under applicable laws and regulations
and by its Articles of Incorporation and by-laws to enter
into and perform this Agreement; (iii) all requisite
corporate actions have been taken to authorize it to enter
into and perform this Agreement; and (iv) a registration
statement under the Securities Act of 1933 on behalf of each
Fund is currently effective and will remain effective, and
appropriate state securities laws filings have been made and
will continue to be made, with respect to all Shares being
offered for sale.

9. 	Indemnification

Sub-Transfer Agent shall indemnify and hold harmless the
Transfer Agent and the Funds from and against any and all
losses and liabilities that any one or more of them may
incur, including without limitation reasonable attorneys'
fees, expenses and costs arising out of or related to the
performance or  non-performance of Sub-Transfer Agent or any
of its delegatees of its responsibilities under this
Agreement; excluding, however, any such claims, suits, loss,
damage or costs caused by, contributed to or arising from any
noncompliance by  the Transfer Agent with its obligations
under this Agreement, as to which the Transfer Agent shall
indemnify, hold harmless and defend Sub-Transfer Agent on the
same basis as set forth above.

10. 	Termination

This Agreement may be terminated at any time by Sub-Transfer
Agent or the Transfer Agent upon 30 days' written notice. The
provisions of paragraphs 4 and 9 shall continue in full force
and effect after termination of this Agreement.

11.	Miscellaneous

This Agreement represents the entire agreement between the
parties with regard to the matters described herein, and may
not be modified or amended except by written instrument
executed by all parties. This Agreement may not be assigned
by any party hereto without the prior written consent of the
other parties. This Agreement is made and shall be construed
under the laws of the State of New York. This Agreement
supersedes all previous agreements and understandings between
the parties with respect to its subject matter. If any
provision of the Agreement shall be held or made invalid by a
statute, rule, regulation, decision of a tribunal or
otherwise, the remainder of the Agreement shall not be
affected thereby.

IN WITNESS HEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.

SMITH BARNEY PRIVATE TRUST		PFS SHAREHOLDER
SERVICES, INC.
                     COMPANY


By:	                                                 	By:
	__________________________
Title:
	Title:
	__________________________

Schedule A
May 1, 2000



Smith Barney Aggressive Growth Fund Inc.

Smith Barney Appreciation Fund Inc.

Smith Barney Concert Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Global Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio

Smith Barney Equity Funds
	Concert Social Awareness Fund

Smith Barney Fundamental Value Fund Inc.

Smith Barney Income Funds
	Smith Barney Diversified Strategic Income Fund

Smith Barney Investment Funds Inc.
Concert Peachtree Growth Fund






Schedule B

SUB-TRANSFER AGENT FEE


Class A and B shares

Base Maintenance Fees:

	Class A:	$0.92 per account
per month
	Class B:	$1.04 per account
per mont

New Account Fees:	N/A

PAC Transaction Fees:	N/A

Purchase Transaction Fees:	N/A

SWP Transaction Fees:	N/A

Redemption Transaction Fee:	N/A

Account Closed Redemption Fees:	N/A

Dividend Transactions Fee: 	N/A

Maintenance Fees:	N/A






Schedule C


OUT-OF-POCKET EXPENSES

	The Transfer Agent shall reimburse the Sub-Transfer
Agent monthly for applicable out-of-pocket expenses,
including, but not limited to the following items:

- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates,
envelopes, checks and stationery
- Postage (bulk, pre-sort, ZIP+4,
barcoding, first class) direct pass
through to the Transfer Agent
- Due diligence mailings
- Telephone and telecommunication costs,
including all lease, maintenance and line
costs
- Proxy solicitations, mailings and
tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail
and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers
and other equipment and any expenses
incurred in connection with such
terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check
clearance
- Record retention, retrieval and
destruction costs, including, but not
limited to exit fees charged by third
party record keeping vendors
- Third party audit reviews
- Insurance
- Such other miscellaneous expenses
reasonably incurred by the Sub-Transfer
Agent in performing its duties and
responsibilities under this Agreement.

The Transfer Agent agrees that postage and mailing
expenses will be paid on the day of or prior to
mailing as agreed with the Sub-Transfer Agent.  In
addition, the Transfer Agent will promptly reimburse
the Sub-Transfer Agent for any other unscheduled
expenses incurred by the Sub-Transfer Agent whenever
the Transfer Agent and the Sub-Transfer Agent
mutually agree that such expenses are not otherwise
properly borne by the Sub-Transfer Agent as part of
its duties and obligations under the Agreement.










5

6


G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc


A-1

B-1


C-1