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. tc "  In all 
sales to the public you shall act as dealer for your 
own account, and in no transaction shall you have any 
authority to act as agent for the Fund, 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. tc "  
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 sales 
charge, if any)  applicable to each order, and all 
orders for redemption of any Fund 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.  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 
Salomon or the Fund in the sole discretion of either.  
The minimum initial purchase and the minimum 
subsequent purchase shall be as set forth in the 
Prospectus of the Fund." 

		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.   tc "  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 
and of the Distribution Contract.  You agree that you 
will not" 

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. tc "  As 
a dealer, you are hereby authorized (i) to place 
orders directly with the Fund for shares to be resold 
by us to you subject to the applicable terms and 
conditions governing the placement of orders by us set 
forth in the Prospectus and the Distribution Contract 
and (ii) to tender shares directly to the 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 and the 
Distribution Agreement." 

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. tc "  
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. tc "  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. tc "  (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 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. tc "  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 
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. tc "  We will pay you an 
ongoing trail commission with respect to holdings by 
you of shares of the Funds at such rates and in such 
manner as may be described in the Prospectus." 

(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. tc "  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 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. tc "  
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 Fund as information supplemental 
to the Prospectus and the Statement of Additional 
Information.  In purchasing sor 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.  PRIVATE    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. tc "  
You agree to deliver to each purchaser making a 
purchase of shares from 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 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 Fund and prepared by or 
on behalf of us, the Fund or its investment adviser, 
custodian, transfer agent or dividend disbursing agent 
for distribution to such customer.  The Fund 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 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 Fund 
will be supplied to you in reasonable quantities upon 
request." 

10. PRIVATE   (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. tc "   (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.  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 the 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. tc "  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. tc "  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. tc "  
Exchanges (i.e., the investment of the proceeds from 
the liquidation of shares of one fund in the shares of 
another fund, each of which is managed by the Fund's 
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. tc "  We reserve the right in our discretion, 
without notice, to suspend sales or withdraw the 
offering of shares entirely.  Each party hereto has 
the right to cancel this agreement upon notice to the 
other part 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.  
 tc "  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 tc "  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. tc "  You represent that 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 (a) you will not make any sales of 
shares in, or to nationals of, the United States of 
America, its territories or its possessions, and (b) 
in making any sales of shares you will comply with the 
NASD's Rules of Fair Practice." 

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. tc "  All communications to us should be 
sent, postage prepaid, to 7 World Trade Center, New 
York, New York 10048.  Attention\: Robert J. Leonard.  
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 The Shareholder Services Group, Inc., P.O. 
Box 9109, Boston, Massachusetts 02205-9109." 

18. This Agreement shall be 
binding upon both parties hereto when signed by us and 
accepted by you in the space provided below tc "  This 
Agreement shall be binding upon both parties hereto 
when signed by us and accepted by you in the space 
provided below until July 14, 1995 or such earlier 
date upon negotiation of section 3 and 12 of this 
agreement. " .

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. tc "	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:/s/		
			(Authorized 
Signature)




Accepted:

	Firm Name:							
		

	Address:  							
		

										
		

	Accepted By (signature):  					
	

	Name (print):		                           	 

	Title: 			     		 Date:  		
	






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