FORM OF PROXY CARD

                 GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

Annual Meeting of Shareholders to be held on January 14, 2002 at 9:00 a.m.
Eastern time

          The undersigned holder of shares of the Fund referenced above hereby
appoints Heath B. McLendon, Lewis E. Daidone, Christina T. Sydor, and Gordon
Swartz, proxies 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 Annual Meeting of Shareholders
to be held at Citicorp Center, 153 East 53rd Street, 14th Floor, Conference Room
H, New York, New York at the date and time indicated above and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the
enclosed Notice of Annual Meeting and Proxy Statement and hereby instructs said
attorneys and proxies to vote said shares as indicated herein. In their
discretion, the proxies are authorized to vote on such other business as may
properly come before the Annual Meeting. A majority of the outstanding shares of
the Fund present and acting at the Annual Meeting in person or by proxy or
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.

     Date: _______________________________ 200__
              PLEASE SIGN IN BOX BELOW

     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:

     --------------------------------------
     Signature(s) Title(s), if applicable



NOTE YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE
Please vote by filling in the appropriate box below:

1.  To approve an Agreement and Plan of Reorganization for the Greenwich Street
California Municipal Fund ("Greenwich Street California") pursuant to which
Greenwich Street California will transfer all or substantially all of its assets
and all of its liabilities, in exchange for Class A voting shares of Smith
Barney California Municipals Fund Inc. ("Smith Barney California"), and
Greenwich Street California will liquidate and distribute pro rata to its
shareholders Smith Barney California shares received from Smith Barney
California, terminate as a closed-end management investment company under the
Investment Company Act of 1940, as amended, and then dissolve as a corporation
under Maryland law:

    For               Against          Abstain
    [_]               [_]              [_]

2.  To elect the following individuals as Class III Directors to hold office
until the next annual meeting of stockholders and until their successors shall
be elected and shall qualify:

    Donald R. Foley            Paul Hardin               Jane Dasher

    For All           Withhold All     For All Except
    [_]               [_]              [_]

     If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted "For" the remaining nominees.

3.  To transact such other business as may properly come before the meeting or
any adjournment thereof.

                                     - 2 -