Exhibit 17(a)
FORM OF PROXY CARD
CITIFUNDS TRUST II
CITIFUNDS GROWTH & INCOME PORTFOLIO
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 CitiFunds Growth &
Income Portfolio (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 3:30 p.m. and at any adjournment or
adjournments thereof. The Proxies will cast votes according to the number of
shares of CitiFunds Growth & Income Portfolio 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 II, 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
CitiFunds Growth & Income Portfolio to Smith Barney Large Cap Value Fund,
a series of Smith Barney Funds, Inc. solely in exchange for voting
shares of the corresponding class of Smith Barney Large Cap Value Fund;
(b) the distribution of the shares of Smith Barney Large Cap Value Fund to
shareholders of CitiFunds Growth & Income Portfolio in liquidation of
CitiFunds Growth & Income Portfolio; and (c) the termination under state
law of CitiFunds Growth & Income Portfolio.
| |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
