SMITH BARNEY MUTUAL FUNDS

BROKER DEALER CONTRACT
CFBDS, Inc.
21 Milk Street
Boston, Massachusetts  02109


		
	
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

		We, CFBDS, Inc. ("CFBDS"), have agreements 
with certain investment companies for which Mutual 
Management Corp. serves as investment adviser and/or 
administrator (each a "Fund") pursuant to which we act 
as nonexclusive principal underwriter and distributor for 
the sale of shares of capital stock ("shares") of the 
various series of such Funds, and as such have the right 
to distribute shares for resale.  Each Fund is an open-
end investment company registered under the Investment 
Company Act of 1940, as amended (the "1940 Act") and the 
shares being offered to the public are registered under 
the Securities Act of 1933, as amended (the "1933 Act").  
Each series of each Fund covered by a Distribution 
Agreement from time to time is referred to in this 
agreement as a "Series" and collectively as the "Series."  
The term "Prospectus", as used herein, refers to the 
prospectus and related statement of additional 
information (the "Statement of Additional Information") 
incorporated therein by reference (as amended or 
supplemented) on file with the Securities and Exchange 
Commission at the time in question.  As a broker in the 
capacity of principal underwriter and distributor for the 
Trust, we offer to sell to you, as a broker or dealer, 
shares of each Fund upon the following terms and 
conditions:

1.   In all sales to the public you shall act 
as broker for your customers or as dealer for your own 
account, and in no transaction shall you have any 
authority to act as agent for the Trust, for us or for 
any other dealer. 

2.   Orders received from you will be 
accepted through us only at the public offering price per 
share (i.e. the net asset value per share plus the 
applicable front-end sales charge, if any) applicable to 
each order, and all orders for redemption of any shares 
shall be executed at the net asset value per share less 
any contingent deferred sales charge, if any, in each 
case as set forth in the Prospectus.  You will be 
entitled to receive and retain any contingent deferred 
sales charge amounts in partial consideration of your 
payment to financial consultants of commission amounts at 
the time of sale and we will obligate any other brokers 
with whom we enter into similar agreements to pay such 
amounts directly to you.  The procedure relating to the 
handling of orders shall be subject to paragraph 4 hereof 
and instructions which we or the Fund shall forward from 
time to time to you.  All orders are subject to 
acceptance or rejection by the applicable Fund or us in 
the sole discretion of either.  The minimum initial 
purchase and the minimum subsequent purchase of any 
shares shall be as set forth in the Prospectus pertaining 
to the relevant Series.

		3.   You shall not place orders for any 
shares unless you have already received purchase orders 
for those shares at the applicable public offering price 
and subject to the terms hereof.  You agree that you will 
not offer or sell any shares except under circumstances 
that will result in compliance with the applicable 
Federal and state securities laws, the applicable rules 
and regulations thereunder and the rules and regulations 
of applicable regulatory agencies or authorities and that 
in connection with sales and offers to sell shares you 
will furnish to each person to whom any such sale or 
offer is made, a copy of the Prospectus and, upon 
request, the Statement of Additional Information, and 
will not furnish to any person any information relating 
to shares which is inconsistent in any respect with the 
information contained in the Prospectus or Statement of 
Additional Information (as then amended or supplemented).  
You shall not furnish or cause to be furnished to any 
person or display or publish any information or materials 
relating to the shares (including, without limitation, 
promotional materials and sales literature, 
advertisements, press releases, announcements, 
statements, posters, signs or other similar material), 
except such information and materials as may be furnished 
to you by or on behalf of us or the Funds, and such other 
information and materials as may be approved in writing 
by or on behalf of us or the Funds.  

4.   As a broker dealer, you are hereby 
authorized (i) to place orders directly with the 
applicable Fund or Series for shares subject to the 
applicable terms and conditions governing the placement 
of orders by us set forth in the Prospectus and (ii) to 
tender shares directly to each Fund or its agent for 
redemption subject to the applicable terms and conditions 
governing the redemption of shares applicable to us set 
forth in the Prospectus.

5.   You shall not withhold placing orders 
received from your customers so as to profit yourself as 
a result of such withholding, e.g., by a change in the 
"net asset value" from that used in determining the 
offering price to your customers.
6.   In determining the amount of any sales 
concession payable to you hereunder, we reserve the right 
to exclude any sales which we reasonably determine are 
not made in accordance with the terms of the Prospectus 
and the provisions of this Agreement.  Unless at the time 
of transmitting an order we advise you or the transfer 
agent to the contrary, the shares ordered will be deemed 
to be the total holdings of the specified investor. 

7.  (a)  You agree that payment for orders 
from you for the purchase of shares will be made in 
accordance with the terms of the Prospectus.  On or 
before the business day following the settlement date of 
each purchase order for shares, you shall transfer same 
day funds to an account designated by us with the 
transfer agent in an amount equal to the public offering 
price on the date of purchase of the shares being 
purchased less your sales concession, if any, with 
respect to such purchase order determined in accordance 
with the Prospectus.  If payment for any purchase order 
is not received in accordance with the terms of the 
Prospectus, we reserve the right, without notice, to 
cancel the sale and to hold you responsible for any loss 
sustained as a result thereof.

(b)  If any shares sold under the terms of 
this Agreement are sold with a sales charge and are 
redeemed or are tendered for redemption within seven (7) 
business days after confirmation of your purchase order 
for such shares:  (i) you shall forthwith refund to us 
the full sales concession received by you on the sale; 
and (ii) we shall forthwith pay to the applicable Series 
our portion of the sales charge on the sale which has 
been retained by us, if any, and shall also pay to the 
applicable Series the amount refunded by you.

(c)  We will not be obligated to pay or cause 
to be paid to you any ongoing trail commission or 
shareholder service fees with respect to shares of the 
Series purchased through you and held by or for your 
customers, which you shall collect directly from the 
Funds.

(d)  Certificates evidencing shares shall be 
available only upon request.  Upon payment for shares in 
accordance with paragraph 7(a) above, the transfer agent 
will issue and transmit to you or your customer a 
confirmation statement evidencing the purchase of such 
shares.  Any transaction in uncertificated shares, 
including purchases, transfers, redemptions and 
repurchases, shall be effected and evidenced by 
book-entry on the records of the transfer agent.

8.   No person is authorized to make any 
representations concerning shares except those contained 
in the current Prospectus and Statement of Additional 
Information and in printed information subsequently 
issued by us or the Funds as information supplemental to 
the Prospectus and the Statement of Additional 
Information.  In purchasing or offering shares pursuant 
to this Agreement you shall rely solely on the 
representations contained in the Prospectus, the 
Statement of Additional Information and the supplemental 
information above mentioned.

9.   You agree to deliver to each purchaser 
making a purchase of shares from or through you a copy of 
the Prospectus at or prior to the time of offering or 
sale, and, upon request, the Statement of Additional 
Information.  You may instruct the transfer agent to 
register shares purchased in your name and account as 
nominee for your customers.  You agree thereafter to 
deliver to any purchaser whose shares you or your nominee 
are holding as record holder copies of the annual and 
interim reports and proxy solicitation materials and any 
other information and materials relating to the Trust and 
prepared by or on behalf of us, the Funds or the 
investment adviser, custodian, transfer agent or dividend 
disbursing agent for distribution to beneficial holders 
of shares.  The Funds shall be responsible for the costs 
associated with forwarding such reports, materials and 
other information and shall reimburse you in full for 
such costs.  You further agree to make reasonable efforts 
to endeavor to obtain proxies from such purchasers whose 
shares you or your nominee are holding as record holder.  
You further agree to obtain from each customer to whom 
you sell shares any taxpayer identification number 
certification required under Section 3406 of the Internal 
Revenue Code of 1986, as amended (the "Code"), and the 
regulations promulgated thereunder, and to provide us or 
our designee with timely written notice of any failure to 
obtain such taxpayer identification number certification 
in order to enable the implementation of any required 
backup withholding in accordance with Section 3406 of the 
Code and the regulations thereunder.  Additional copies 
of the Prospectus, Statement of Additional Information, 
annual or interim reports, proxy solicitation materials 
and any such other information and materials relating to 
the Trust will be supplied to you in reasonable 
quantities upon request.

10.  (a)  In accordance with the terms of the 
Prospectus, a reduced sales charge may be available to 
customers, depending on the amount of the investment or 
proposed investment.  In each case where a reduced sales 
charge is applicable, you agree to furnish to the 
transfer agent sufficient information to permit 
confirmation of qualification for a reduced sales charge, 
and acceptance of the purchase order is subject to such 
confirmation.  Reduced sales charges may be modified or 
terminated at any time in the sole discretion of each 
Fund.

(b)  You acknowledge that certain classes of 
investors may be entitled to purchase shares at net asset 
value without a sales charge as provided in the 
Prospectus and Statement of Additional Information.

(c)  You agree to advise us promptly as to 
the amount of any and all sales by you qualifying for a 
reduced sales charge or no sales charge. 

(d)  Exchanges (i.e., the investment of the 
proceeds from the liquidation of shares of one Series in 
the shares of another Series, each of which is managed by 
the same or an affiliated investment adviser) shall, 
where available, be made in accordance with the terms of 
each Prospectus.

11.   We and each Fund reserve the right in 
our discretion, without notice, to suspend sales or 
withdraw the offering of any shares entirely.  Each party 
hereto has the right to cancel the portions of this 
Agreement to which it is party upon notice to the other 
parties; provided, however, that no cancellation shall 
affect any party's obligations hereunder with respect to 
any transactions or activities occurring prior to the 
effective time of cancellation.  We reserve the right to 
amend this Agreement in any respect effective on notice 
to you. 

12.  We shall have full authority to take such 
action as we may deem advisable in respect of all matters 
pertaining to the continuous offering of shares.  We shall 
be under no liability to you except for lack of good faith 
and for obligations expressly assumed by us herein.  Nothing 
contained in this paragraph 12 is intended to operate as, 
and the provisions of this paragraph 12 shall not in any way 
whatsoever constitute a waiver by you of compliance with, 
any provisions of the 1933 Act or of the rules and 
regulations of the Securities and Exchange Commission issued 
thereunder.  

13.   You agree that:  (a) you shall not 
effect any transactions (including, without limitation, 
any purchases and redemptions) in any shares registered 
in the name of, or beneficially owned by, any customer 
unless such customer has granted you full right, power 
and authority to effect such transactions on his behalf, 
(b) we shall have full authority to act upon your express 
instructions to sell, repurchase or exchange shares 
through us on behalf of your customers under the terms 
and conditions provided in the Prospectus and (c) we, the 
Funds, the investment adviser, the administrator, the 
transfer agent and our and their respective officers, 
directors or trustees, agents, employees and affiliates 
shall not be liable for, and shall be fully indemnified 
and held harmless by you from and against, any and all 
claims, demands, liabilities and expenses (including, 
without limitation, reasonable attorneys' fees) which may 
be incurred by us or any of the foregoing persons 
entitled to indemnification from you hereunder arising 
out of or in connection with (i) the execution of any 
transactions in shares registered in the name of, or 
beneficially owned by, any customer in reliance upon any 
oral or written instructions believed to be genuine and 
to have been given by or on behalf of you, (ii) any 
statements or representations that you or your employees 
or representatives make concerning the Funds that are 
inconsistent with the applicable Fund's Prospectus, (iii) 
any written materials used by you or your employees or 
representatives in connection with making offers or sales 
of shares that were not furnished by us, the Funds or the 
investment adviser or an affiliate thereof and (iv) any 
sale of shares of a Fund where the Fund or its shares 
were not properly registered or qualified for sale in any 
state, any U.S. territory or the District of Columbia, 
when we have indicated to you that the Fund or its shares 
were not properly registered or qualified.  The 
indemnification agreement contained in this Paragraph 13 
shall survive the termination of this Agreement.

14.  You represent that:  (a) you are a 
member in good standing of the National Association of 
Securities Dealers, Inc. (the "NASD"), or, if a foreign 
dealer who is not eligible for membership in the NASD, 
that (i) you will not make any sales of shares in, or to 
nationals of, the United States of America, its 
territories or its possessions, and (ii) in making any 
sales of shares you will comply with the NASD's Conduct 
Rules and (b) you are a member in good standing of the 
Securities Investor Protection Corporation ("SIPC").  You 
agree that you will provide us with timely written notice 
of any change in your NASD or SIPC status.

15.   We shall inform you as to the states or 
other jurisdictions in which the Fund has advised us that 
shares have been qualified for sale under, or are exempt 
from the requirements of, the respective securities laws 
of such states, but we assume no responsibility or 
obligation as to your qualification to sell shares in any 
jurisdiction.

		16.	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.

17.   All communications to us should be 
sent, postage prepaid, to 21 Milk Street, Boston, 
Massachusetts 02109 Attention: Philip Coolidge.  Any 
notice to you shall be duly given if mailed, telegraphed 
or telecopied to you at the address specified by you 
below.  Communications regarding placement of orders for 
shares should be sent, postage prepaid, to First Data 
Investor Services Group, Inc., P.O. Box 5128, 
Westborough, Massachusetts 01581-5128.

18.   This Agreement shall be binding upon 
both parties hereto when signed by us and accepted by you 
in the space provided below.

19. 	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. 

						CFBDS, INC.


						By:				
	
	(Authorized 
Signature)




Accepted:

	Firm Name:							
		

	Address:  							
		

										
		

	Accepted By (signature):  						

	Name (print):		                           	 

	Title: 			     		 Date:  		
	






u:\legal\general\forms\agreemts\dist12b-1\dealerag1.doc