[Front of card]

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF SHEPMEYERS
INVESTMENT COMPANY

     The undersigned hereby appoints Shirley J. Kuhn
and James E. Harvey, and each of them, attorneys with
full power of substitution and revocation to attend
the Special Meeting of Shareholders of Shepmeyers
Investment Company on April 12, 2000, and any
adjournment thereof (the "Meeting"), and to vote all
Shares which the undersigned would be entitled to vote
if personally present upon the following matters, as
set forth in the Notice of Special Meeting of
Shareholders and related Proxy Statement/Prospectus,
and upon such other business as may properly come
before the Meeting.

(1) To approve an Agreement and Plan of Reorganization
between Shepmyers Investment Company (the"Fund")
and Smith Barney Muni Funds, on behalf of the
National Portfolio (the "National Portfolio"),
pursuant to which the Fund shall transfer all or
substantially all of its assets and all of its
stated liabilities to the National Portfolio, in
exchange for issued and outstanding Class A voting
shares of the National Portfolio (the "Shares") and
the Fund shall liquidate and distribute pro rata to
its shareholders the Shares, terminate as a closed-
end management investment company under the
Investment Company Act of 1940, as amended, and
then dissolve as a corporation under Pennsylvania
law.
(2)  In their discretion, the proxies are authorized
to vote upon such other business as may properly come
       before the Meeting.

			FOR [  ]		AGAINST [  ]
	ABSTAIN [  ]

(Continued, and to be signed, on other side)



[Back of card]


ALL PROXIES WILL BE VOTED, AND WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS NOTED HEREON.  IN THE
ABSENCE OF INSTRUCTIONS, THIS PROXY WILL BE TREATED AS
GRANTING AUTHORITY TO VOTE IN FAVOR OF THE ELECTION OF
DIRECTORS (INCLUDING AUTHORITY TO VOTE CUMULATIVELY)
AND WILL BE VOTED FOR PROPOSAL 1 ABOVE.

(PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE
ENCLOSED ADDRESSED ENVELOPE)





	(PLEASE DATE, SIGN AND RETURN THIS PROXY
								 IN
THE ENCLOSED ADDRESSED ENVELOPE)




Dated:_____________________

The undersigned hereby revokes any proxy or proxies
heretofore given to vote such shares
at said Meeting or any adjournment hereof.

The undersigned hereby acknowledges receipt of the
Notice of Special Meeting of Shareholders
and the Combined Prospectus/Proxy Statement dated
March 30, 2000.  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.