FORM OF 
INVESTMENT MANAGEMENT AGREEMENT


[               ], 1998

 Mutual  Management Corp.
388 Greenwich Street
New York, New York 10013


Dear Sirs:

	This Investment Management Agreement (the "Agreement") is made on 
this [  ] day of [   ], 1997, by and between [Name of Trust], a 
trust/Trust organized under the laws of the State of 
Maryland/Massachusetts (the "Trust"), in respect of its series, [Name of 
Fund] (the "Fund"), and Mutual  Management Corp. ("MMC") as follows:

1.	Investment Description; Appointment

	The Fund desires to employ its capital by investing and reinvesting 
in investments of the kind and in accordance with the limitations 
specified in: (i) the Trust's Declaration of Trust as amended from 
time to time (the "Declaration of Trust"); (ii) the Fund's 
Prospectus (the "Prospectus"); and (iii) the Fund's Statement of 
Additional Information (the "Statement") filed with the Securities 
and Exchange Commission (the "SEC") as part of the Fund's 
Registration Statement on Form N-1A, as amended from time to time, 
and in such manner and to such extent as may from time to time be 
approved by the Board of Trustees of the Trust (the "Board").  
Copies of the Fund's Prospectus and the Statement and the 
Declaration of Trust have been or will be submitted to MMC.  The 
Trust desires to employ and hereby appoints MMC to act as 
investment manager for the Fund. MMC accepts the appointment and 
agrees to furnish the services for the compensation set forth 
below. MMC is hereby authorized to retain third parties and is 
hereby authorized to delegate some or all of its duties and 
obligations hereunder to such persons, provided such persons shall 
remain under the general supervision of MMC.


2.	Services as Investment Manager

	Subject to the supervision and direction of the Board, MMC will: 
(a) assist in supervising all aspects of the Fund's operations; 
(b) supply the Fund with office facilities (which may be in MMC's 
own offices), statistical and research data, data processing 
services, clerical, accounting and bookkeeping services, 
including, but not limited to, the calculation of (i) the net 
asset value of shares of the Fund, (ii) applicable contingent 
deferred sales charges and similar fees and charges and (iii) 
distribution fees, internal auditing and legal services, internal 
executive and administrative services, and stationery and office 
supplies; and (c) prepare reports to shareholders of the Fund, tax 
returns and reports to and filings with the SEC and state blue sky 
authorities.

3.	Compensation

	In consideration of the services rendered pursuant to this 
Agreement, the Trust will pay MMC, on the first business day of 
each month, a fee for the previous month at an annual rate of [     
%] of the Fund's average daily net assets.  The fee for the period 
from the date the Fund commences its investment operations to the 
end of the month during which the Fund commences its investment 
operations shall be pro-rated according to the proportion that such 
period bears to the full monthly period.  Upon any termination of 
this Agreement before the end of any month, the fee for such part 
of that month shall be pro-rated according to the proportion that 
such period bears to the full monthly period and shall be payable 
upon the date of termination of this Agreement.  For the purpose of 
determining fees payable to MMC, the value of the Fund's net assets 
shall be computed at the times and in the manner specified in the 
Fund's Prospectus and/or the Statement, as from time to time in 
effect.

4.	Expenses

	MMC will bear all expenses in connection with the performance of 
its services under this Agreement.  The Fund will bear certain 
other expenses to be incurred in its operation, including: 
investment advisory and administration fees; charges of custodians 
and transfer and dividend disbursing agents; fees for necessary 
professional services, such as the Fund's and Board members' 
proportionate share of insurance premiums, professional 
associations, dues and/or assessments; and brokerage services, 
including taxes, interest and commissions; costs attributable to 
investor services, including without limitation, telephone and 
personnel expenses; costs of preparing and printing prospectuses 
and statements of additional information for regulatory purposes 
and for distribution to existing shareholders; the costs of 
regulatory compliance, such as SEC fees and state blue sky 
qualifications fees; outside auditing and legal expenses and costs 
associated with maintaining the Fund's legal existence; costs of 
shareholders' reports and meetings of the officers or Board; fees 
of the members of the Board who are not officers, directors or 
employees of Smith Barney, Inc. or its affiliates or any person who 
is an affiliate of any person to whom duties may be delegated 
hereunder and any extraordinary expenses.  In addition, the Fund 
will pay all service and distribution fees pursuant to a Services 
and Distribution Plan adopted under Rule 12b-1 of the Investment 
Company Act of 1940, as amended (the "1940 Act").

5.	Reimbursement to the Fund

	If in any fiscal year the aggregate expenses of the Fund (including 
fees pursuant to this Agreement, but excluding distribution fees, 
interest, taxes, brokerage and, if permitted by state securities 
commissions, extraordinary expenses) exceed the expense limitations 
of any state having jurisdiction over the Fund, MMC will reimburse 
the Fund for that excess expense to the extent required by state 
law in the same proportion as its respective fees bear to the 
combined fees for investment advice and administration. The expense 
reimbursement obligation of MMC will be limited to the amount of 
its fees hereunder.  Such expense reimbursement, if any, will be 
estimated, reconciled and paid on a monthly basis.


6.	Brokerage

	In selecting brokers or dealers to execute transactions on behalf 
of the Fund, MMC will seek the best overall terms available.  In 
assessing the best overall terms available for any transaction, MMC 
will consider factors it deems relevant, including, but not limited 
to, the breadth of the market in the security, the price of the 
security, the financial condition and execution capability of the 
broker or dealer and the reasonableness of the commission, if any, 
for the specific transaction and on a continuing basis.  In 
selecting brokers or dealers to execute a particular transaction, 
and in evaluating the best overall terms available, MMC is 
authorized to consider the brokerage and research services (as 
those terms are defined in Section 28(e) of the Securities Exchange 
Act of 1934, as amended) provided to the Fund and/or other accounts 
over which MMC or its affiliates exercise investment discretion.

7.	Information Provided to the Fund

	MMC will keep the Trust informed of developments materially 
affecting the Fund's portfolio, and will, on its own initiative, 
furnish the Trust from time to time with whatever information MMC 
believes is appropriate for this purpose.

8.	Standard of Care

	MMC shall exercise its best judgment in rendering the services 
listed in paragraph 2 above.  MMC shall not be liable for any error 
of judgment or mistake of law or for any loss suffered by the Fund 
in connection with the matters to which this Agreement relates, 
provided that nothing in this Agreement shall be deemed to protect 
or purport to protect MMC against any liability to the Trust or to 
the Fund's shareholders to which MMC would otherwise be subject by 
reason of willful malfeasance, bad faith or gross negligence on its 
part in the performance of its duties or by reason of MMC 's 
reckless disregard of its obligations and duties under this 
Agreement.

9.	Services to Other Companies or Accounts

	The Trust understands that MMC now acts, will continue to act and 
may act in the future as: investment adviser to fiduciary and other 
managed accounts, as well as to other investment companies; and the 
Trust has no objection to MMC's so acting, provided that whenever 
the Fund and one or more other investment companies advised by MMC 
have available funds for investment, investments suitable and 
appropriate for each will be allocated in accordance with a formula 
believed to be equitable to each company.  The Trust recognizes 
that in some cases this procedure may adversely affect the size of 
the position obtainable for the Fund.  In addition, the Trust 
understands that the persons employed by MMC to assist in the 
performance of MMC's duties under this Agreement will not devote 
their full time to such service and nothing contained in this 
Agreement shall be deemed to limit or restrict the right of MMC or 
any affiliate of MMC to engage in and devote time and attention to 
other businesses or to render services of whatever kind or nature.


l0.	Term of Agreement

	This Agreement shall become effective as of the date the Fund 
commences its investment operations and continue for an initial 
two-year term and shall continue thereafter so long as such 
continuance is specifically approved at least annually by (i) the 
Board or (ii) 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 who are not "interested persons" (as defined in the 
1940 Act) of any party to this Agreement, by vote cast in person or 
by proxy at a meeting called for the purpose of voting on such 
approval.  This Agreement is terminable, without penalty, on 60 
days' written notice, by the Board or by vote of holders of a 
majority of the Fund's shares, or upon 90 days' written notice, by 
MMC. This Agreement will also terminate automatically in the event 
of its assignment (as defined in the 1940 Act).

11.	Representation by the Trust

	The Trust represents that a copy of the Declaration of Trust is on 
file with the Commonwealth of Massachusetts.

12.	Indemnification

	The Trust agrees to indemnify MMC and its officers, directors, 
employees, affiliates, controlling persons, agents (including 
persons to whom responsibilities are delegated hereunder) against 
any loss, claim, expense or cost of any kind (including reasonable 
attorney's fees) resulting or arising in connection with this 
Agreement, or from the performance or failure to perform any act 
hereunder, provided that no such indemnification shall be available 
if the indemnitee violated the standard of care in paragraph 9 
above. This indemnification shall be limited by the 1940 Act and 
relevant state law. Each indemnitee shall be entitled to advance of 
its expenses in accordance with the requirements of the 1940 Act 
and the rules, regulations and interpretations thereof as in effect 
from time to time.

13.	Limitation of Liability

	The Trust and MMC agree that the obligations of the Trust under 
this Agreement shall not be binding upon any of the Board members, 
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 Fund, as provided in the 
Declaration of Trust.  The execution and delivery of this Agreement 
have been duly authorized by the Trust and MMC, and signed by an 
authorized officer of each, acting as such. Neither the 
authorization by the Board members of the Trust, nor the Trust's 
execution and delivery by the officer of the Trust 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 assets 
and property of the Fund as provided in the Declaration of Trust.


	If the foregoing is in accordance with your understanding, kindly 
indicate your acceptance hereof by signing and returning the enclosed 
copy of this Agreement to us.

							Very truly yours,


							[Name of Trust]
								on behalf of 
							[Name of Fund]



							By:                                                          
							Title:

Accepted:
Smith Barney Mutual Funds Management Inc.



By:                                                                        
      
Title: