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.










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