EXHIBIT 99.17(a)



           VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE
                       THE EXPENSE OF ADDITIONAL MAILINGS

         \/ Please fold and detach card at perforation before mailing \/

                                                             
SMITH BARNEY WORLD FUNDS, INC. -- PACIFIC
PORTFOLIO MEETING: November 22, 2000 AT __ [A.M./P.M.]            PROXY SOLICITED BY THE BOARD OF DIRECTORS



     The undersigned holder of shares of the Pacific Portfolio (the "Acquired
Fund"), a series of Smith Barney World Funds, Inc. ("World Funds"), hereby
appoints Heath B. McLendon, Christina T. Sydor, and Barbara J. Allen 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 the Acquired Fund that the undersigned is entitled to vote at the Special
Meeting of Shareholders of the Acquired Fund to be held at, 7 World Trade
Center, New York, New York 10048 at _:__ [A.M./P.M.], and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Special Meeting and Prospectus/Proxy Statement dated ______, 2000 and hereby
instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Special Meeting. A majority of the proxies present
and acting at the Special 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


                      Date:____________________________________

                      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.

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                      Signature(s) Title(s), if applicable


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     Please indicate your vote by an IXI 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
APPROVAL OF THE PROPOSAL.

                                                                                   FOR               AGAINST           ABSTAIN
                                                                                                          
1.          To approve the Agreement and Plan of Reorganization providing         [  ]                [  ]              [  ]
        for (i) the acquisition of all of the assets of the Acquired Fund in
        exchange for shares of the corresponding class of Smith Barney
        International Aggressive Growth Fund (the "Acquiring Fund"), a series of
        Smith Barney Investment Series ("Investment Series), and the assumption
        by the Acquiring Fund of all of the stated liabilities of the Acquired
        Fund, (ii) the distribution to shareholders of the Acquired Fund of such
        shares of the Acquiring Fund in liquidation of the Acquired Fund and the
        cancellation of the Acquired Fund's outstanding shares and (iii) the
        subsequent termination of the Acquired Fund as a series of World Funds.

2.          To transact any other  business which may properly come before the
        Meeting or any adjournment thereof.



     NOTE: your proxy is not valid unless it is signed on the reverse side.
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