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 10413 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



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     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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