FORM OF
AMENDED AND RESTATED
 SHAREHOLDER  SERVICES AND DISTRIBUTION PLAN


	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)	Payment of Fees. The Service 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 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) 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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