TRANSFER AGENCY AND SERVICES AGREEMENT







	AGREEMENT, dated as of October 1, 1999 by and between each

of the investment companies listed on Schedule A hereto, as

amended from time to time (each a "Fund" and collectively the

"Funds") and each having its principal place of business at 388

Greenwich Street, New York, New York 10013 and SMITH BARNEY

PRIVATE TRUST COMPANY ("Private Trust"), a New York corporation

with principal offices at 388 Greenwich Street, New York, New

York

10013.



WITNESSETH



	WHEREAS, each Fund desires to appoint Private Trust as its

transfer agent, dividend disbursing agent and shareholder

servicing agent and Private Trust desires to accept such

appointment;



	NOW, THEREFORE, in consideration of the mutual covenants

and

promises hereinafter set forth, each Fund and Private Trust agree

as follows:



Article 1	Definitions



	1.1	Whenever used in this Agreement, the following words

and phrases, unless the context otherwise requires, shall have

the

following meanings:



		(a)	"Articles of Incorporation" shall mean the

Articles of Incorporation, Declaration of Trust, or other similar

organizational document as the case may be, of a Fund as the same

may be amended from time to time.



		(b)	"Authorized Person" shall be deemed to include

(i) any authorized officer  of a Fund; (ii) or any person,

whether

or not such person is an officer or employee of a Fund, duly

authorized to give Oral Instructions or Written Instructions on

behalf of the Fund as indicated in writing to Private Trust from

time to time.



		(c)	"Board Members" shall mean the Directors or

Trustees of the governing body of the Fund, as the case may be.



		(d)	"Board of Directors" shall mean the Board of

Directors or Board of Trustees of the Fund, as the case may be.



		(e)	"Commission" shall mean the Securities and

Exchange Commission.



		(f)	"Custodian" refers to any custodian or

subcustodian of securities and other property which a Fund may

from time to time deposit, or cause to be deposited or held under

the name or account of such a custodian pursuant to a Custodian

Agreement.

		(g)	"1934 Act" shall mean the Securities Exchange

Act

of 1934 and the rules and regulations promulgated thereunder, all

as amended from time to time.



		(h)	"1940 Act" shall mean the Investment Company

Act

of 1940 and the rules and regulations promulgated thereunder, all

as amended from time to time.



		(i)	"Oral Instructions" shall mean instructions,

other than Written Instructions, actually received by Private

Trust from a person reasonably believed by Private Trust to be an

Authorized Person;



		(j)	"Prospectus" shall mean the most recently dated

Fund Prospectus and Statement of Additional Information,

including

any supplements thereto if any, which has become effective under

the Securities Act of 1933 and the 1940 Act.



		(k)  "Shares" refers collectively to such shares of

capital stock or beneficial interest, as the case may be, or

class

thereof, of a Fund as may be issued from time to time.



		(l)	"Shareholder" shall mean a holder of Shares of

a

Fund.



		(m)	"Written Instructions" shall mean a written

communication signed by a person reasonably believed by Private

Trust to be an Authorized Person and actually received by Private

Trust.  Written Instructions shall include manually executed

originals and authorized electronic transmissions, including

telefacsimile of a manually executed original or other process.



Article	2.	Appointment of Private Trust



	2.1	The Fund hereby appoints and constitutes Private

Trust

as transfer agent, registrar and dividend disbursing agent for

Shares of the Funds and as shareholder servicing agent for the

Funds.  Private Trust accepts such appointment and agrees to

perform the duties hereinafter set forth.

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