EXHIBIT 17(a)


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SMITH BARNEY MONEY FUNDS, INC. -- RETIREMENT PORTFOLIO

PORTFOLIO MEETING: October 31, 2003 AT 10 A.M.      PROXY SOLICITED BY THE BOARD
                                                                    OF DIRECTORS


     The undersigned holder of shares of the Retirement Portfolio (the
"Retirement Portfolio"), a series of Smith Barney Money Funds, Inc., hereby
appoints R. Jay Gerken, Lewis E. Daidone, Christina T. Sydor and Gordon E.
Swartz, and each of them, attorneys and proxies for the undersigned, each with
full powers of substitution and revocation, to represent the undersigned and to
vote on behalf of the undersigned all shares of the Retirement Portfolio that
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Retirement Portfolio to be held at The Citigroup Center, 153 East 53/rd/
Street, 14/th/ Floor, New York, New York 10048 on October 31, 2003 at 10:00
A.M., and any adjournment or adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Special Meeting and Prospectus/Proxy
Statement dated August __, 2003 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 or any adjournment or adjournments thereof. 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.

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     Vote via the telephone: 1-800-___-____
     Control Number: ______________________


                      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 "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 Plan of Reorganization         [_]       [_]         [_]
    providing for (i) the acquisition of all
    of the assets and liabilities of the
    Retirement Portfolio (the "Acquired Fund"),
    a series of Smith Barney Money Funds,
    Inc. ("Money Funds") by Cash Portfolio (the
    "Acquiring Fund"), also a series of Money
    Funds, (ii) the amendment of the Money Funds'
    Charter reclassifying all shares of the
    Acquired Fund as shares of the Acquiring Fund
    and (iii) the accomplishment of the
    reclassification by the issuance of Class A
    shares of the Acquiring Fund to shareholders
    of the Acquired Fund.

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