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Exhibit 17
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LM Institutional Fund Advisors II, Inc.
100 LIGHT STREET
BALTIMORE, MD 21202
The undersigned hereby appoints Marc R. Duffy and Philip E. Sachs, and each of
them, as proxies of the undersigned (the "Proxies"), each with full power to
appoint his substitute, and hereby authorizes each of them to represent and vote
all the shares of common stock of the LM Value Institutional Portfolio series of
LM Institutional Fund Advisors II, Inc. (the "Company") held of record as of
January 26, 2001 at the Special Meeting of Shareholders to be held at the
offices of the Company, 100 Light Street, Baltimore, MD 21202 on March 9, 2001,
at 11:00 a.m. (Eastern Time), and at any and all of the adjournments or
postponements thereof.
This proxy is being solicited by the Board of Directors of the Company. When
properly executed, this proxy will be voted in the manner directed herein by the
undersigned shareholder(s). If no direction is given, this proxy will be voted
FOR approval of the Agreement and Plan of Reorganization and Termination with
respect to the acquisition of LM Value Institutional Portfolio by Legg Mason
Value Trust, Inc. In their discretion, the Proxies are each authorized to vote
upon such other business as may properly come before the meeting and any
adjournments or postponements of the meeting unless otherwise prohibited by the
undersigned. A shareholder wishing to vote in accordance with the Board of
Directors' recommendation need only sign and date this proxy and return it in
the envelope provided.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto and hereby revoke(s) any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
Note: Please sign exactly the name(s) that appear(s) on this proxy card. Shares
of the Company registered in the name of a corporation, partnership, trust or
other entity may be voted by the president or a vice president, a general
partner or trustee thereof, as the case may be, or a proxy appointed by any of
the foregoing individuals, unless some other person who has been appointed to
vote such shares pursuant to a bylaw or a resolution of the governing body of
such corporation or other entity or agreement of the partners of a partnership
presents a certified copy of such bylaw, resolution or agreement, in which case
such person may vote such stock. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If signing
for a corporation, please sign in full corporate name by authorized person. If
a partnership, please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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PLEASE MARK VOTE AS IN THIS
EXAMPLE [X]
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LM VALUE INSTITUTIONAL PORTFOLIO
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Mark box at right if an address
change or comment has been noted
on the reverse side of this card [_]
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For Against Abstain
1. To approve the Agreement
and Plan of Reorganization [_] [_] [_]
and Termination with
respect to the acquisition
of LM Value Institutional
Portfolio by Legg Mason
Value Trust, Inc.
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Please be sure to sign and date proxy Date
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Please sign exactly as name appears to the left. When
signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If signing
for a corporation, please sign in full corporate name by
authorized person. If a partnership, please sign in
partnership name by authorized person.
Shareholder signs here Co-owner signs here RECORD DATE SHARES:
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