FORM OF
AMENDED AND RESTATED
 SHAREHOLDER  SERVICES AND DISTRIBUTION PLAN PRIVATE


	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 Salomon Smith Barney Inc., a corporation
organized under the laws of the State of Delaware
("Salomon 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 Salomon 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
Salomon 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 Salomon 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
Salomon 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
Salomon 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 Salomon Smith Barney; (d)
payments made to, and expenses of, Salomon 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 Salomon Smith Barney; provided,
however, that (i) the Distribution Fee for a particular Class
may be used by Salomon 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 Salomon Smith Barney and other persons as
compensation for the sale of the shares, and (ii) the Service
Fees are intended to be used by Salomon 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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