SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC.
June 30, 1994
YOUR VOTE IS IMPORTANT
Dear Shareowner,
Recently, you returned a Smith Barney Shearson Fundamental
Value Fund Inc. proxy card indicating your wish to abstain
from voting on one of the proposals submitted. Thank you
for your timely response; at the annual meeting held on June
28, 1994, three of the proposals submitted to shareholders
were passed. However, the proposal which you abstained from
voting on has not yet passed. Because the issue involved is
of the utmost importance, we are contacting you again to ask
for your vote.
AN OPPORTUNITY TO SAVE YOUR FUND EXPENSES
The proposal we are asking you to vote on calls for the Fund
to be reincorporated in the State of Maryland. In so doing,
the Fund expects to benefit from greater administrative
flexibility under Maryland law, which may result in some
reduction of Fund expenses.
Although the state of incorporation would change under this
proposal, we believe that the Fund will continue its
association with the Northwest. The Board of Directors
meets regularly in Seattle, and all of the Independent
Directors are residents of the State of Washington.
THIS PROPOSAL HAS BEEN APPROVED BY YOUR BOARD OF DIRECTORS
Before this proposal was submitted to you, it was first
reviewed and approved by the Fund's Independent Directors,
who are charged with considering the interests of all of the
Fund's shareowners. Your Directors unanimously recommend
approval of this proposal.
I hope you will join many of your fellow Fund shareowners in
voting for this proposal. We appreciate your time and
careful consideration. To cast your vote, simply complete
the enclosed proxy card and return it in the enclosed
postage-paid envelope. If you have questions, please do not
hesitate to contact your Smith Barney Financial Consultant.
Sincerely,
/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
Please indicate your vote by an "X" in the
appropriate box below.
This proxy, if properly executed, will be voted in
the manner directed by the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 and 2. Please refer to the
Prospectus/Proxy Statement for a discussion of the
Proposals.
Please indicate your vote by an "X" in the
appropriate boxes below.
1. Approval of the reincorporation of the FOR
* AGAINST * ABSTAIN *
Fund in the State of Maryland.
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
SMITH BARNEY SHEARSON FUNDAMENTAL VALUE FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting on July 20, 1994
The undersigned holder of shares of Smith Barney
Shearson Fundamental Value Fund Inc. ("Fundamental
Value Fund"), a Washington corporation, hereby
appoints Heath B. McLendon, Francis J. McNamara, III
and Lee D. Ausburger as attorneys and proxies for the
undersigned, with full powers of substitution and
revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of
Fundamental Value Fund that the undersigned is
entitled to vote at a Annual Meeting of Shareholders
of Fundamental Value Fund (the "Annual Meeting") to
be held at One Exchange Place, 4th Floor, Boston,
Massachusetts on the date indicated above, and any
adjournment or adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated May 16, 1993 and
hereby instructs said attorneys and proxies to vote
said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon
such other business as may properly come before the
Annual Meeting. A majority of the proxies present
and acting at the Annual Meeting in person or by
substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the
power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously
given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
Note: Please sign exactly as your name appears on
this Proxy. If joint owners, EITHER may sign this
Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title.
DATE: ________________________________
________________________________
________________________________
Signature(s) (Title(s), if applicable)
SHARED\SHEARSN2\FUNDAMEN\PROXY\7-94CARD.DOC
