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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