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 LARGE CAP BLEND FUND
MEETING:  NOVEMBER [__], 2000 AT __ [A.M./P.M.]          PROXY SOLICITED BY THE BOARD OF TRUSTEES

     The undersigned holder of shares of the Smith Barney Large Cap Blend Fund
(the "Fund"), a series of Smith Barney Equity Funds ("Equity Funds"), hereby
appoints ______________, ________________, ______________, and _______________
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 Fund that the undersigned is entitled to vote at
the Special Meeting of Shareholders of the 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 October [__], 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




         \/ Please fold and detach card 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
APPROVAL OF THE PROPOSAL.
                                                                                                        
                                                                                            FOR       AGAINST       ABSTAIN
1.          To approve the Agreement and Plan of Reorganization providing                  [  ]        [  ]           [  ]
        for (i) the transfer of all of the assets and all of the stated
        liabilities of the Smith Barney Large Cap Blend Fund (the "Fund") to
        Smith Barney Investment Series ("Investment Series"), on behalf of the
        Smith Barney Growth and Income Fund (the "Acquiring Fund") in exchange
        for shares of the corresponding class of shares of beneficial interest of
        the Acquiring Fund and the assumption by Investment Series, on behalf of
        the Acquiring Fund, of all of the Fund's stated liabilities, (ii) the
        distribution of such shares of the Acquiring Fund to shareholders of the
        Fund in complete liquidation of the Fund and the cancellation of the
        Fund's outstanding shares and (iii) the subsequent termination of the
        Fund as a series of Equity 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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