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