Exhibit 17(a)
FORM OF PROXY CARD
CITIFUNDS TRUST I
CITISELECT FOLIO 500 GROWTH PLUS
SPECIAL MEETING OF SHAREHOLDERS - _________ ___, 2000
The undersigned hereby appoints Robert I. Frenkel and Thomas C. Mandia
(the "Proxies") and each of them, attorneys and Proxies of the undersigned,
each with power of substitution and resubstitution, to attend, vote and act for
the undersigned at the Special Meeting of Shareholders of CitiSelect Folio 500
Growth Plus (the "Meeting") to be held at the offices of SSB Citi Fund
Management LLC, 7 World Trade Center, 4th Floor, Balcony Dining, New York, New
York 10048 on Monday, October 2, 2000 at 3:00 p.m. and at any adjournment or
adjournments thereof. The Proxies will cast votes according to the number of
shares of CitiSelect Folio 500 Growth Plus that the undersigned may be entitled
to vote with respect to the proposals set forth below, in accordance with the
specification indicated, if any, and with all the powers that the undersigned
would possess if personally present. The undersigned hereby revokes any prior
proxy to vote at such meeting, and hereby ratifies and confirms all that said
attorneys and Proxies, or either of them, may lawfully do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS AND THE COMBINED PROXY STATEMENT/PROSPECTUS, DATED _________ ___,
2000.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF CITIFUNDS TRUST I, WHICH
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL.
(1) To approve the Agreement and Plan of Reorganization, attached to the
Combined Proxy Statement/Prospectus for the Meeting, which provides for
(a) the transfer of substantially all of the assets and liabilities of
CitiSelect Folio 500 Growth Plus to Smith Barney Fundamental Value Fund
Inc., solely in exchange for voting shares of the corresponding class of
Smith Barney Fundamental Value Fund Inc.; (b) the distribution of the
shares of Smith Barney Fundamental Value Fund Inc. to shareholders of
CitiSelect Folio 500 Growth Plus in liquidation of CitiSelect Folio 500
Growth Plus; and (c) the termination under state law of CitiSelect Folio
500 Growth Plus.
| |FOR | |AGAINST | |ABSTAIN
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
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HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSAL.
PLEASE SIGN EXACTLY AS SHAREHOLDER NAME APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
_________________________________ _______________________________________
SIGNATURE DATE SIGNATURE (JOINT OWNER) DATE
