FORM OF
SUB-TRANSFER AGENCY AGREEMENT

AGREEMENT made as of the        day of        1995 by and
between Smith Barney Investment Funds, Inc. (collectively, the
"Funds") and PFS Shareholders Services (the "Sub-Transfer
Agent").

                               WITNESSETH:

WHEREAS, the Funds desire that Sub-Transfer Agent be
retained to perform certain recordkeeping and accounting
services and functions with respect to transactions in Fund
shares ("Shares") made by shareholders of the Funds (the
"Shareholders") when with respect to each Fund the Sub-
Transfer Agent maintains with the Fund's transfer agent
("Transfer Agent") a single master shareholder account with
respect to the Shareholders; and

WHEREAS, Sub-Transfer Agent desires to provide such
services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the following
premises and mutual covenants, the parties agree as follows:

1. Services Provided by Sub-Transfer Agent

When and to the extent requested by the Funds, Sub-Transfer
Agent agrees to perform recordkeeping and accounting services
and functions with respect to transactions in Shares made by the
Shareholders when with respect to each Fund the Sub-Transfer
Agent maintains with the Transfer Agent a single master
shareholder account. To the extent requested, Sub-Transfer will
provide the following services:

        A. Maintain separate records for each Shareholder
        reflecting Shares purchased, redeemed and exchanged on
        behalf of such Shareholder and outstanding balances of
        Shares owned by or for the benefit of such Shareholder.

        B. Prepare and transmit to Shareholders periodic account
        statements indicating the number of Shares of each Fund
        owned by or for the benefit of Shareholders and
        purchases, redemptions and exchanges made on behalf of
        Shareholders.

        C. Transmit to Shareholders copies of proxy materials,
        periodic reports and other materials relating to the
        Funds.

        D. With respect to each Shareholder, aggregate all
        purchase, redemption and exchange orders made by or
        on behalf of the Shareholders and transmit instructions
        based on such aggregate orders ("Instructions") to the
        Transfer Agent for acceptance.


        E. Transmit to the Shareholders confirmations of
        transactions made in accordance with Instructions.

        F. Provide to the Funds, the Transfer Agent and/or other
        parties designated by them such other information
        relating to transactions in and holdings of Shares by or
        on behalf of the Shareholders as is reasonably requested.

        G. Arrange for the delivery to the Transfer Agent of
        appropriate documentation and, in the case of purchase
        orders, payment, in connection with each aggregate order
        transmitted to the Transfer Agent.

2.      Appointment as Agent for Limited Purpose

Sub-Transfer Agent shall be deemed the be agent of each Fund
for the sole and limited purpose of receiving purchase,
redemption and exchange orders from Shareholders and
transmitting corresponding Instructions to the Transfer Agent. 
Except as provided specifically herein, neither Sub-Transfer
Agent nor any person to which Sub-Transfer Agent may
delegate any of its duties hereunder shall be or hold itself out as
an agent of the Transfer Agent or any Fund.

3.      Delegation by Sub-Transfer Agent

With respect to any Shareholder, Sub-Transfer Agent may
delegate some or all of its duties under this Agreement to other
parties which after reasonable inquiry Sub-Transfer Agent deems
to be competent to assume such duties. In the event of any such
delegation, Sub-Transfer Agent shall enter into a written
agreement with the delegatee in which the delegatee will, among
other things:

        A. agree to forward Instructions to the Transfer Agent
        within such time periods as are specified by the Transfer
        Agent, the Fund's prospectus and applicable law and
        regulation; and

        B. represent and warrant that it is duly registered as
        required under all federal and state securities laws.

4.      Records and Reporting

Sub-Transfer Agent will maintain and preserve all records as
required by law in connection with its provision of services
under this Agreement.  Upon the reasonable request of the
Funds or the Transfer Agent, Sub-Transfer Agent will provide
copies of: historical records relating to transactions involving
the
Funds and Shareholders; written communications regarding the
Funds to or from Shareholders; and other materials relating to
the provision of services by Sub-Transfer under this Agreement. 
Sub-Transfer Agent will comply with any reasonable request for
such information and documents made by the board of directors
of the Funds or any governmental body or self-regulatory
organization.  Sub-Transfer Agent agrees that it will permit the
Funds, the Transfer Agent or their representatives to have
reasonable access to its personnel and records in order to
facilitate the monitoring of the quality of the services provided
by Sub-Transfer Agent. Notwithstanding anything herein to the
contrary, Sub-Transfer Agent shall not be required to provide
the names and addresses of Shareholders to the Funds or the
Transfer Agent, unless applicable law or regulation otherwise
requires.


5.       Sub-Transfer Agent's Ability to Provide Services

Sub-Transfer Agent agrees to notify the Funds promptly if for
any reason it is unable to perform its obligations under this
Agreement.

6.      Compensation

        A. In consideration of performance of the services by
        Sub-Transfer Agent hereunder and the costs it will incur
        in providing those services, each Fund agrees to
        reimburse Sub-Transfer for its costs (including payments
        to delegatees) in amounts that do not exceed those
        indicated in the maximum reimbursement schedule
        attached as Schedule A hereto. With respect to any
        Shareholder, to the extent Sub-Transfer Agent delegates
        any obligations hereunder to a third party, Sub-Transfer
        Agent will negotiate in good faith with such third party
        delegatee regarding the fees to be paid to the delegatee.
        Sub-Transfer Agent, and not the Funds, will be solely
        responsible for compensating such a delegatee. If as a
        result of its fee negotiations with such a delegatee Sub-
        Transfer Agent is required to pay the delegatee less than
        would be the case if Exhibit A were the delegatee's fee
        schedule, Sub-Transfer Agent will reduce the amount of
        compensation it receives from the Funds hereunder by
        the amount of such differential.

        B. The Funds agree to reimburse Sub-Transfer Agent or
        its delegatees for their reasonable out-of-pocket costs
        incurred in connection with mailings to Shareholders of
        materials as described in Paragraph 1 hereto.

        C. Sub-Transfer Agent will permit the Funds or their
        representatives (including counsel and independent
        accountants) with reasonable access to its records to
        enable the Funds to verify that Sub-Transfer Agent's
        changes to the Funds hereunder comply with the
        provisions of this Agreement. Such access shall include,
        but not be limited to, up to four on-site inspections of
        Sub Transfer Agent's records each year.

7.      Indemnification

Sub-Transfer Agent shall indemnify and hold harmless each
Fund from and against any and all losses and liabilities that any
one or more of them may incur, including without limitation
reasonable attorneys' fees, expenses and costs arising out of or
related to the performance or non-performance of Sub-Transfer
Agent or any of its delegatees of its responsibilities under this
Agreement; excluding, however, any such claims, suits, loss,
damage or costs caused by, contributed to or arising from any
noncompliance by any of the Funds with their obligations under
this Agreement, as to which the Funds shall indemnify, hold
harmless and defend Sub-Transfer Agent on the same basis as
set forth above.

8.      Termination

With respect to any Fund, this Agreement may be terminated at
any time by Sub-Transfer Agent or that Fund upon 30 days
written notice. The provisions of paragraphs 4 and 7 shall
continue in full force and effect after termination of this
Agreement.

9.      Addition of Funds

In addition to the Funds, any other mutual fund sponsored by
Smith Barney Inc. or its affiliates may become a party to this
Agreement by having this Agreement executed on its behalf.

10.     Miscellaneous

This Agreement represents the entire agreement between the
parties with regard to the matters described herein, and may not
be modified or amended except by written instrument executed
by all parties. This Agreement may not be assigned by any party
hereto without the prior written consent of the other parties.
This Agreement is made and shall be construed under the laws
of the State of New York. This Agreement supersedes all
previous agreements and understandings between the parties
with respect to its subject matter. If any provision of the
Agreement shall be held or made invalid by a statute, rule,
regulation, decision of a tribunal or otherwise, the remainder of
the Agreement shall not be affected thereby. No Fund shall be
responsible for the liabilities of any other Fund hereunder.


IN WITNESS HEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.



SMITH BARNEY INVESTMENT                         PFS
SHAREHOLDER SERVICES
FUNDS INC.              



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