SMITH BARNEY MUTUAL FUNDS



BROKER DEALER CONTRACT

CFBDS, Inc.

21 Milk Street

Boston, Massachusetts  02109









Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013



Ladies and Gentlemen:



		We, CFBDS, Inc. ("CFBDS"), have agreements with

certain investment companies for which SSB Citi Fund

Management LLC serves as investment adviser and/or

administrator (each a "Fund") pursuant to which we act as

nonexclusive principal underwriter and distributor for the

sale of shares of capital stock ("shares") of the various

series of such Funds, and as such have the right to

distribute shares for resale.  Each Fund is an open-end

investment company registered under the Investment Company

Act of 1940, as amended (the "1940 Act") and the shares

being offered to the public are registered under the

Securities Act of 1933, as amended (the "1933 Act").  Each

series of each Fund covered by a Distribution Agreement from

time to time is referred to in this agreement as a "Series"

and collectively as the "Series."  The term "Prospectus", as

used herein, refers to the prospectus and related statement

of additional information (the "Statement of Additional

Information") incorporated therein by reference (as amended

or supplemented) on file with the Securities and Exchange

Commission at the time in question.  As a broker in the

capacity of principal underwriter and distributor for the

Trust, we offer to sell to you, as a broker or dealer,

shares of each Fund upon the following terms and conditions:



1.  PRIVATE    In all sales to the public you

shall act as broker for your customers or as dealer for your

own account, and in no transaction shall you have any

authority to act as agent for the Trust, for us or for any

other dealer. tc "  In all sales to the public you shall act

as dealer for your own account, and in no transaction shall

you have any authority to act as agent for the Fund, for us

or for any other dealer."



2.  PRIVATE    Orders received from you will be

accepted through us only at the public offering price per

share (i.e. the net asset value per share plus the

applicable front-end sales charge, if any) applicable to

each order, and all orders for redemption of any shares

shall be executed at the net asset value per share less any

contingent deferred sales charge, if any, in each case as

set forth in the Prospectus.  You will be entitled to

receive and retain any contingent deferred sales charge

amounts in partial consideration of your payment to

financial consultants of commission amounts at the time of

sale and we will obligate any other brokers with whom we

enter into similar agreements to pay such amounts directly

to you.  The procedure relating to the handling of orders

shall be subject to paragraph 4 hereof and instructions

which we or the Fund shall forward from time to time to you.

All orders are subject to acceptance or rejection by the

applicable Fund or us in the sole discretion of either.  The

minimum initial purchase and the minimum subsequent purchase

of any shares shall be as set forth in the Prospectus

pertaining to the relevant Series. tc "  Orders received

from you will be accepted through us only at the public

offering price per share (i.e. the net asset value per share

plus the applicable sales charge, if any)  applicable to

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