PROXY CARD
VARIABLE ANNUITY PORTFOLIOS
CITISELECT VIP FOLIO 400 GROWTH
SPECIAL MEETING OF SHAREHOLDERS - APRIL 18, 2001
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor 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 CitiSelect
VIP Folio 400 Growth (the "Meeting") to be held at the offices of Citigroup
Asset Management, 7 World Trade Center, Downtown Conference Center Rooms 2 and
3, New York, New York 10048 on Wednesday, April 18, 2001 at 11:00 a.m. and at
any adjournment or adjournments thereof. The Proxies will cast votes according
to the number of shares of CitiSelect VIP Folio 400 Growth 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 MARCH 22, 2001.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF VARIABLE ANNUITY PORTFOLIOS,
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 an Agreement and Plan of Reorganization, attached to the
Combined Proxy Statement/Prospectus, which provides for and
contemplates: (1) the transfer of substantially all of the assets and
liabilities of CitiSelect VIP Folio 400 Growth (the "CitiSelect
Portfolio"), a series of the Variable Annuity Portfolios, to the Smith
Barney Aggressive Growth Portfolio (the "Smith Barney Portfolio"), a
series of Travelers Series Fund Inc., solely in exchange for shares of
the Smith Barney Portfolio; (2) the distribution of the shares of the
Smith Barney Portfolio to the shareholders of the CitiSelect Portfolio
in liquidation of the CitiSelect Portfolio; and (3) the termination of
the CitiSelect 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
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
VARIABLE ANNUITY PORTFOLIOS
INSTRUCTIONS OF VARIABLE ANNUITY CONTRACT OR
VARIABLE LIFE INSURANCE POLICY OWNER
FOR VOTING SHARES OF CITISELECT VIP FOLIO 400 GROWTH
EVERY VOTE IS IMPORTANT. PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR INSTRUCTION
FORM IN THE ENCLOSED ENVELOPE TODAY.
The undersigned, revoking previous proxies, hereby instructs the insurance
company that is the issuer of the variable contract or policy referred to below
(the "Insurance Company"), to vote all shares of the CitiSelect VIP Folio 400
Growth, a series of the Variable Annuity Portfolios, that have been purchased by
one or more separate accounts of the Insurance Company to fund benefits payable
under a variable annuity contract or variable life insurance policy held by the
undersigned, at the Special Meeting of the Shareholders of the CitiSelect VIP
Folio 400 Growth, to be held at the offices of Citigroup Asset Management, 7
World Trade Center, Downtown Conference Center Rooms 2 and 3, New York, New York
10048 on Wednesday, April 18, 2001 at 11:00 a.m. and at any adjournment or
adjournments thereof. The Insurance Company is hereby instructed to vote on the
proposals described in the Combined Proxy Statement/Prospectus dated March 22,
2001 as specified below. Receipt of the Notice of the Special Meeting of
Shareholders and the accompanying Combined Proxy Statement/Prospectus is hereby
acknowledged.
VOTE THIS INSTRUCTION FORM TODAY. YOUR PROMPT RESPONSE WILL SAVE VARIABLE
ANNUITY PORTFOLIOS THE EXPENSE OF ADDITIONAL MAILINGS.
PLEASE REFER TO THE COMBINED PROXY STATEMENT/PROSPECTUS DISCUSSION OF THE
PROPOSED MATTER. IF NO SPECIFICATION IS MADE, THE FORM SHALL BE VOTED FOR THE
PROPOSAL. AS TO ANY OTHER MATTER, THE INSURANCE COMPANY SHALL VOTE IN ACCORDANCE
WITH ITS BEST JUDGMENT.
THE BOARD OF TRUSTEES OF VARIABLE ANNUITY PORTFOLIOS RECOMMENDS A VOTE FOR THE
FOLLOWING PROPOSAL.
(1) To instruct the Insurance Company to vote to approve an Agreement and
Plan of Reorganization, attached to the Combined Proxy
Statement/Prospectus, which provides for and contemplates: (1) the
transfer of substantially all of the assets and liabilities of
CitiSelect VIP Folio 400 Growth (the "CitiSelect Portfolio"), a series
of the Variable Annuity Portfolios, to the Smith Barney Aggressive
Growth Portfolio (the "Smith Barney Portfolio"), a series of Travelers
Series Fund Inc., solely in exchange for shares of the Smith Barney
Portfolio; (2) the distribution of the shares of the Smith Barney
Portfolio to the shareholders of the CitiSelect Portfolio in
liquidation of the CitiSelect Portfolio; and (3) the termination of
the CitiSelect Portfolio.
[_] FOR [_] AGAINST [_] ABSTAIN
NOTE: Please sign exactly as your name(s) appear(s) on this
instruction form. When signing as attorney, executor,
administrator, trustee, guardian or as custodian for a minor,
please sign your name and give your full title as such. If
signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are
a partner signing for a partnership, please sign the partnership
name and your name. Joint owners should each sign this form.
Please sign, date and return in the enclosed envelope.
-------------------------------------
Signature
-------------------------------------
Signature of joint owner, if any
-------------------------------------
Date
PLEASE MARK, SIGN AND DATE YOUR INSTRUCTION FORM AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
PROXY CARD
VARIABLE ANNUITY PORTFOLIOS
CITISELECT VIP FOLIO 500 GROWTH PLUS
SPECIAL MEETING OF SHAREHOLDERS - APRIL 18, 2001
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor 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 CitiSelect
VIP Folio 500 Growth Plus (the "Meeting") to be held at the offices of Citigroup
Asset Management, 7 World Trade Center, Downtown Conference Center Rooms 2 and
3, New York, New York 10048 on Wednesday, April 18, 2001 at 11:00 a.m. and at
any adjournment or adjournments thereof. The Proxies will cast votes according
to the number of shares of CitiSelect VIP Folio 500 Growth Plus 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 MARCH 22, 2001.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF VARIABLE ANNUITY PORTFOLIOS,
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 an Agreement and Plan of Reorganization, attached to the
Combined Proxy Statement/Prospectus, which provides for and
contemplates: (1) the transfer of substantially all of the assets and
liabilities of CitiSelect VIP Folio 500 Growth Plus (the "CitiSelect
Portfolio"), a series of the Variable Annuity Portfolios, to the Smith
Barney Aggressive Growth Portfolio (the "Smith Barney Portfolio"), a
series of Travelers Series Fund Inc., solely in exchange for shares of
the Smith Barney Portfolio; (2) the distribution of the shares of the
Smith Barney Portfolio to the shareholders of the CitiSelect Portfolio
in liquidation of the CitiSelect Portfolio; and (3) the termination of
the CitiSelect 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
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
VARIABLE ANNUITY PORTFOLIOS
INSTRUCTIONS OF VARIABLE ANNUITY CONTRACT OR
VARIABLE LIFE INSURANCE POLICY OWNER
FOR VOTING SHARES OF CITISELECT VIP FOLIO 500 GROWTH PLUS
EVERY VOTE IS IMPORTANT. PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR INSTRUCTION
FORM IN THE ENCLOSED ENVELOPE TODAY.
The undersigned, revoking previous proxies, hereby instructs the insurance
company that is the issuer of the variable contract or policy referred to below
(the "Insurance Company"), to vote all shares of the CitiSelect VIP Folio 500
Growth Plus, a series of the Variable Annuity Portfolios, that have been
purchased by one or more separate accounts of the Insurance Company to fund
benefits payable under a variable annuity contract or variable life insurance
policy held by the undersigned, at the Special Meeting of the Shareholders of
the CitiSelect VIP Folio 500 Growth Plus, to be held at the offices of Citigroup
Asset Management, 7 World Trade Center, Downtown Conference Center Rooms 2 and
3, New York, New York 10048 on Wednesday, April 18, 2001 at 11:00 a.m. and at
any adjournment or adjournments thereof. The Insurance Company is hereby
instructed to vote on the proposals described in the Combined Proxy
Statement/Prospectus dated March 22, 2001 as specified below. Receipt of the
Notice of the Special Meeting of Shareholders and the accompanying Combined
Proxy Statement/Prospectus is hereby acknowledged.
VOTE THIS INSTRUCTION FORM TODAY. YOUR PROMPT RESPONSE WILL SAVE VARIABLE
ANNUITY PORTFOLIOS THE EXPENSE OF ADDITIONAL MAILINGS.
PLEASE REFER TO THE COMBINED PROXY STATEMENT/PROSPECTUS DISCUSSION OF THE
PROPOSED MATTER. IF NO SPECIFICATION IS MADE, THE FORM SHALL BE VOTED FOR THE
PROPOSAL. AS TO ANY OTHER MATTER, THE INSURANCE COMPANY SHALL VOTE IN ACCORDANCE
WITH ITS BEST JUDGMENT.
THE BOARD OF TRUSTEES OF VARIABLE ANNUITY PORTFOLIOS RECOMMENDS A VOTE FOR THE
FOLLOWING PROPOSAL.
(1) To instruct the Insurance Company to vote to approve an Agreement and
Plan of Reorganization, attached to the Combined Proxy
Statement/Prospectus, which provides for and contemplates: (1) the
transfer of substantially all of the assets and liabilities of
CitiSelect VIP Folio 500 Growth Plus (the "CitiSelect Portfolio"), a
series of the Variable Annuity Portfolios, to the Smith Barney
Aggressive Growth Portfolio (the "Smith Barney Portfolio"), a series
of Travelers Series Fund Inc., solely in exchange for shares of the
Smith Barney Portfolio; (2) the distribution of the shares of the
Smith Barney Portfolio to the shareholders of the CitiSelect Portfolio
in liquidation of the CitiSelect Portfolio; and (3) the termination of
the CitiSelect Portfolio.
[_] FOR [_] AGAINST [_] ABSTAIN
NOTE: Please sign exactly as your name(s) appear(s) on this
instruction form. When signing as attorney, executor,
administrator, trustee, guardian or as custodian for a minor,
please sign your name and give your full title as such. If
signing on behalf of a corporation, please sign the full
corporate name and your name and indicate your title. If you are
a partner signing for a partnership, please sign the partnership
name and your name. Joint owners should each sign this form.
Please sign, date and return in the enclosed envelope.
-------------------------------------
Signature
-------------------------------------
Signature of joint owner, if any
-------------------------------------
Date
PLEASE MARK, SIGN AND DATE YOUR INSTRUCTION FORM AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.