Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-
12

Managed Municipals Portfolio Inc.
(Name of Registrant as Specified in its Charter)

William Renahan
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
[X] No longer applicable
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

(1) Title of each class of securities to which the
transaction applies:

(2) Aggregate number of securities to which transactions
applies:

(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:1

(4) Proposed maximum aggregate value of transaction:

[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

1. Set forth the amount on which the filing fee is calculated and
state how it was determined.

MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET7 WORLD TRADE CENTER
NEW YORK, NEW YORK 1001310048

----------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------
To Be Held on September 8, 199913, 2000

To the shareholders of Managed Municipals Portfolio Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of
MANAGED
MUNICIPALS PORTFOLIO INC. (the "Portfolio") will be held at the
Portfolio's
offices at 388 Greenwich Street,Seven World Trade Center, New York, New York, 22nd42nd
Floor, on
September 8, 199913, 2000 at 9:00 A.M. (New York Time) for the following
purposes:

1. To elect two Class IIII directors of the Portfolio (Proposal 1);

2. To ratify the selection of KPMG LLP as independent auditors of
the
Portfolio for the fiscal year ended May 31, 20002001 (Proposal 2);
and

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

The Board of Directors has fixed the close of business on July
21, 199928, 2000 as
the record date for the determination of shareholders entitled to
notice of,
and to vote at, the meeting and any adjournments thereof.

By Order of the Board of
Directors

Christina T. Sydor
Secretary
New York, New York
August 6, 199914, 2000

----------------------

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE PORTFOLIO.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.Your vote is important regardless of the size of your holdings in
the
Portfolio. Whether or not you plan to attend the meeting, we ask
that you
please complete and sign the enclosed proxy card and return it
promptly in the
enclosed envelope which needs no postage if mailed in the
continental United
States. Instructions for the proper execution of proxies are set
forth on the
inside cover.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of
assistance to
you and avoid the time and expense to the Portfolio involved in
validating
your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in
the regis-
tration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the
party
signing should conform exactly to the name shown in the
registration on
the proxy card.

3. All Other Accounts: The capacity of the individual signing the
proxy
card should be indicated unless it is reflected in the form of
registration. For example:

Registration Valid
Signature
- ------------ ------
- ------------ ------------------------

Corporate Accounts
(1)ABC Corp. ........................................... ABC Corp.
(2)ABC Corp. ........................................... John Doe,
Treasurer
(3)ABC Corp.
c/o John Doe, Treasurer........................... John Doe
(4)ABC Corp. Profit Sharing Plan........................ John Doe,
Trustee

Trust Accounts
(1)ABC Trust............................................ Jane B.
Doe, Trustee
(2)Jane B. Doe, Trustee
u/t/d 12/28/78.................................... Jane B.
Doe

Custodian or Estate Accounts
(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA..................... John B.
Smith
(2)John B. Smith........................................ John B.
Smith, Executor

MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(800) 451-2010

----------------------------------

PROXY STATEMENT
----------------------------------

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 8, 199913, 2000

INTRODUCTION

This proxy statement is furnished in connection with the
solicitation by the
Board of Directors (the "Board") of Managed Municipals Portfolio
Inc. (the
"Portfolio") of proxies to be voted at the Annual Meeting of
Shareholders (the
"Meeting") of the Portfolio, to be held at the Portfolio's
principal executive
offices at 388 Greenwich Street, 22ndSeven World Trade Center, 42nd Floor, New York, New York
10013,10048, on
September 8, 199913, 2000 at 9:00 A.M. (New York Time), and at any
adjournments
thereof, for the purposes set forth in the accompanying Notice of
Annual
Meeting of Shareholders (the "Notice").

The cost of soliciting proxies and the expenses incurred in
preparing this
proxy statement will be borne by the Portfolio. Proxy solicitations
will be
made mainly by mail. In addition, certain officers, directors and
employees of
the Portfolio; Salomon Smith Barney Inc. ("Salomon Smith Barney");
SSB Citi
Fund Management LLC ("SSB Citi" or the "Manager") (successor to
SSBC Fund
Management Inc. ("SSBC" or the "Manager") (formerly known as Mutual Management
Corp.), the Portfolio's investment manager, which is an
affiliate of
Salomon Smith Barney; and/or First Data InvestorPFPC Global Fund Services Group, Inc. ("First Data"PFPC"),
the
Portfolio's transfersub-transfer agent, may solicit proxies in person or by
telephone
telegraph, or mail. Salomon Smith Barney and SSBCSSB Citi are each located at 388
Greenwich Street,7
World Trade
Center, New York, New York 10013; First Data10048; PFPC is located at 101 Federal
Street,
Boston, Massachusetts 02110. In addition, the Portfolio will
reimburse
brokerage firms or other record holders for their expenses in
forwarding
solicitation materials to beneficial owners of shares of the
Portfolio.

The Annual Report of the Portfolio, including audited financial
statements
for the fiscal year ended May 31, 1999,2000, has previously been
furnished to all
shareholders of the Portfolio. This proxy statement and form of
proxy are
first being mailed to shareholders on or about August 13, 1999.14, 2000. The
Portfolio
will provide additional copies of the Annual Report to any
shareholder upon
request by calling the Portfolio at 1-800-451-2010.

All properly executed proxies received prior to the Meeting will
be voted at
the Meeting in accordance with the instructions marked thereon or
otherwise as

provided therein. Unless instructions to the contrary are marked,
shares
represented by the proxies will be voted "FOR" all the proposals
listed in the
Notice. For purposes of determining the presence of a quorum for
transacting
business at the Meeting, abstentions and broker "non-votes" (i.e.
proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to
vote
shares on a particular matter with respect to which the brokers or
nominees do
not have discretionary power) will be treated as shares that are
present but
which have not been voted. Because both proposals require a
proportion of the
votes cast for their approval, abstentions and broker "non-votes"
may
influence whether a quorum is present but will have no impact on
the requisite
approval of a proposal. A quorum consists of the presence (in
person or by
proxy) of the holders of a majority of the outstanding shares of
the Portfolio
entitled to notice of, and to vote at, the Meeting. Proposal 1
requires for
approval the affirmative vote of a plurality of the votes cast at
the Meeting
with a quorum present. Proposal 2 requires for approval the
affirmative vote
of a majority of the votes cast at the Meeting with a quorum
present. Any
proxy may be revoked at any time prior to the exercise thereof by
submitting
another proxy bearing a later date or by giving written notice to
the
Secretary of the Portfolio at the Portfolio's address indicated
above or by
voting in person at the Meeting.

The Board knows of no business other than that specifically
mentioned in the
Notice that will be presented for consideration at the Meeting. If
any other
matters are properly presented, it is the intention of the persons
named in
the enclosed proxy to vote in accordance with their best judgment
to the
extent permissible under applicable law.

The Board of Directors of the Portfolio has fixed the close of
business on
July 21, 199928, 2000 as the record date (the "Record Date") for the
determination of
shareholders of the Portfolio entitled to notice of and to vote at
the Meeting
or any adjournment thereof. Shareholders of the Portfolio as of the
Record
Date will be entitled to one vote on each matter for each share
held and a
fractional vote with respect to fractional shares, with no
cumulative voting
rights. As of the Record Date, the Portfolio had outstanding
34,606,943.54632,007,443.546
shares of Common Stock, par value $.001 per share, the only
authorized class
of stock, of which 33,715,98431,196,153 shares (97.43%(97.47%) were held but not
beneficially
owned by CEDE & CO., P.O. Box 20, Bowling Green Station, New York,
NY 10004.
As of the Record Date, no other person (including any "group" as
that term is
used in Section 13(d) of the Securities Exchange Act of 1934), to
the
knowledge of the Board, owned beneficially more than 5% of the
outstanding
shares of the Portfolio. As of the Record Date, the officers and
Board members
of the Portfolio as a group beneficially owned less than 1% of the
outstanding
shares of the Portfolio.

In the event that a quorum is not present, or if sufficient votes
in favor
of the proposals set forth in the Notice and this Proxy Statement
are not
received by the time scheduled for the Meeting, the persons named
as proxies
may propose one or

more adjournments of the Meeting to permit further solicitation of
proxies
with respect to any such proposals. In determining whether to
adjourn the
Meeting, the following factors may be considered: the nature of the
proposals
that are the subject of the Meeting, the percentage of votes
actually cast,
the percentage of negative votes actually cast, the nature of any
further
solicitation and the information to be provided to shareholders
with respect
to the reasons for the solicitation. Any such adjournment will
require the
affirmative vote of a majority of the shares represented at the
Meeting. The
persons named as proxies will vote in favor of such adjournment
those shares
which they are entitled to vote and which have voted in favor of
such
proposals.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors of the Portfolio is classified into three
classes.
The directors serving in Class IIII have terms expiring at the
Meeting; the Class
IIII directors currently serving on the Board have been nominated by
the Board of
Directors for re-election at the Meeting to serve for a term of
three years
(until the year 20022003 Annual Meeting of Shareholders) or until their
successors
have been duly elected and qualified.

The Board of Directors of the Portfolio knows of no reason why
any of the
Class IIII nominees listed below will be unable to serve, and each
nominee has
consented to serve if elected, but in the event of any such
unavailability,
the proxies received will be voted for such substitute nominees as
the Board
of Directors may recommend.

Certain information concerning the nominees is set forth below.
For any
nominee or director indicated as owning shares of the Portfolio,
such
ownership constituted less than 1% of the outstanding shares of the
Record
Date. All of the nominees are currently directors of the Portfolio.
Except as
indicated, each individual has held the office shown or other
offices in the
same company for the last five years.

Persons Nominated for Election as Directors

Principal Occupations
Number of Shares
During Past Five Years,
Owned as of
Name Other Directorships, and Age
July 21, 199931, 2000
---- ---------------------------- --------------------
- ------------

CLASS IIII DIRECTORS
Dwight Crane Professor, Harvard Business School; 594.716Allan J. Bloostein President of Allan J. Bloostein
660.000
Director since 1992 Director Peer Review Analysis, Inc.;
61.
William R. Hutchinson GroupAssociates, a consulting firm; retired
Vice President, Mergers & 102.306
Director since 1995 Acquisitions BP Amoco p.l.c. since
January 1, 1999; formerly Vice
President-Financial Operations AMOCO
Corporation, Director of Associated
BankChairman and Director of Associated Banc-May
Department Stores; Director of CVS
Corporation and Taubman Centers Inc.;
70.

Martin Brody Consultant, HMK Associates; retired
169.552
Director since 1992 Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; 56.Director of Jaclyn, Inc.; 79.

The remainder of the Board constitutes the Class III and Class IIIII
directors,
none of whom will stand for election at the Meeting, as their terms
will
expire in the years 20002001 and 2001,2002, respectively. Directors
affiliated with the
Manager and considered an "interested person" of the Portfolio, as
defined in
the Investment Company Act of 1940, as amended (the "1940 Act") are
indicated
by an asterisk (*).

Directors Continuing in Office

CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. Bloostein 620.412
Director since 1992 Associates, a consulting firm; retired
Vice Chairman and Director of May
Department Stores; Director of CVS
Corporation and Taubman Centers Inc.;
69.

Martin Brody Consultant, HMK Associates; retired 158.495
Director since 1992 Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc.; 78.
CLASS II DIRECTORS
Robert A. Frankel Managing Partner of Robert A. Frankel
263.079281.401
Director since 1994 Management Consultants; formerly
Corporate Vice President of the
Reader's Digest Association Inc.; 72.73.

Heath B. McLendon* Managing Director of Salomon Smith
1,389.241(a)1,479.029(a)
Director since 1995 Barney; Director of 6478 investment
companies associated with Citigroup;
President of SSBC;SSB Citi; former
Chairman of Salomon Smith Barney
Strategy Advisers Inc. and President
of Travelers Investment Advisers,
Inc. ("TIA"); 66.67.

CLASS III DIRECTORS
Dwight Crane Professor, Harvard Business School;
633.153
Director since 1992 Director Peer Review Analysis, Inc.;
62.

William R. Hutchinson Group Vice President, Mergers &
108.883
Director since 1995 Acquisitions BP Amoco p.l.c. since
January 1, 1999; formerly Vice
President-Financial Operations AMOCO
Corporation; Director of Associated
Bank and Director of Associated Banc-
Corp.; 57.
- ------------------

- - -----------
(a)Includes shares owned by members of this director's family.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and Section
30(h) of
the 1940 Act require the Portfolio's officers and directors, and
persons who
beneficially own more than ten percent of a registered class of the
Portfolio's equity securities, and certain entities to file reports
of
ownership with the Securities and Exchange Commission, the New York
Stock
Exchange, Inc. and the Portfolio. Based solely upon its review of
the copies
of such forms received by it, the Portfolio believes that, during
fiscal year
1999,2000, all filing requirements applicable to such persons were
complied with.

The Portfolio has no compensation or nominating committee of the
Board of
Directors, or any committee performing similar functions. The
Portfolio has an
audit committee composed of all the directors who are not
"interested persons"
of the Portfolio, as defined under the 1940 Act (the "independent
directors"),
which is charged with recommending a firm of independent auditors
to the
Portfolio and reviewing accounting matters with the auditors.

Five meetings of the Board of Directors of the Portfolio were
held during
the last fiscal year, four of which were regular meetings. In the
last fiscal
year, no director attended less than 75% of these meetings of the
Board that
were held.

Only the independent directors receive remuneration from the
Portfolio for
acting as a director. Aggregate fees and expenses (including
reimbursement for
travel and out-of-pocket expenses) of $39,213.98$2,953.24 were paid to such
directors by
the Portfolio during the fiscal year ended on May 31, 1999.2000. Fees
for the
independent directors are set at $5,000 per annum and, in addition,
these
directors receive $500 for each Board meeting attended in person,
$100 for
each telephonic board meeting, plus travel and out-of-pocket
expenses incurred
in connection with Board meetings. The out-of-pocket expenses are
borne
equally by each individual fund in the group of funds served by the
same Board
members. None of the officers of the Portfolio received any
compensation from
the Portfolio for such period. Officers and interested directors of
the
Portfolio are compensated by the Manager or by Salomon Smith
Barney.

The following table shows the compensation paid by the Portfolio
to each
person who was a director during the Portfolio's last fiscal year.

COMPENSATION TABLE

Number of
Aggregate Pension or Retirement
Funds for Which
Compensation Benefits Accrued as part Total
Compensation Person Served
Name of Person from Fund of Fund Expenses from
Fund Complex Within Fund Complex
-------------- ------------ ------------------------ ------------------------
- ------------ -------------------

Martin Brody $6,800$6,500 $0
$132,500$138,600 20
Dwight B. Crane 7,2006,500 0
139,975155,363 23
Allan J. Bloostein 7,2007,100 0
90,500 9112,483 19
Robert A. Frankel 7,3007,000 0
72,25079,450 9
William R. Hutchinson 7,2007,100 0
42,45049,350 7
Heath B. McLendon* 0 0
0 6478

* Designates a director who is an "interested person" of the
Portfolio.

Upon attainment of age 80, Portfolio Directors are required to
change to
emeritus status. Directors Emeritus are entitled to serve in
emeritus status
for a maximum of 10 years during which time they are paid 50% of
the annual
retainer fee and meeting fees otherwise applicable to Portfolio
Directors,
together with reasonable out-of-pocket expenses for each meeting
attended.
During the Portfolio's last fiscal year, aggregate compensation
paid by the
Portfolio to Directors Emeritus totaled $19,550.$3,250

The following is a list of the current executive officers of the
Portfolio,
all of whom have been elected by the Board to serve until their
respective
successors are elected:

Principal Occupations
Offices and Positions Period During
Past Five Years
Name Held with Fund Offices Held
and Age
- - ---- --------------------- ------------ ------------------------------------- --------
- --------------

Heath B. McLendon Chief Executive 1992 to datepresent (see
table of directors
McLendon
Officer, above)
Chairman of
the Board and
President
Lewis E. Daidone Senior Vice 1994 to datepresent Managing
Director of
Daidone
President and Salomon
Smith Barney;
Treasurer Senior
Vice President
and
Treasurer or

Executive Vice

President and Treasurer
of 5961
investment

companies associated
with
Salomon Smith
Barney;
Director and
Senior
Vice President
of SSBCSSB
Citi and TIA;
42.43.
Joseph P. Deane Vice President 1993 to datepresent Managing
Director of
Deane and Investment SSBC;SSB
Citi; prior to July
Officer 1993,
Managing Director
of
Shearson Lehman

Advisors; 51.52.
Christina T. Sydor Secretary 1994 to datepresent Managing
Director of
T. Sydor
Salomon
Smith Barney;

Secretary or Executive
Vice
President and
General
Counsel of 5961

investment companies

associated with Salomon
Smith
Barney; Secretary
and
General Counsel of
SSBCSSB Citi
and TIA; 48.49.
Paul Brook Controller 1998 to datepresent Director
of Salomon
Brook
Smith
Barney;

Controller or Assistant

Secretary of 43

investment companies

associated with Salomon
Smith
Barney; 45.46.

The Board of Directors, including all of the independent
directors,
recommends that you vote "FOR" the election of nominees to the
Board.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

KPMG LLP ("KPMG") has been selected as the independent auditors
to audit the
accounts of the Portfolio for and during the fiscal year ending May
31, 20002001
by a majority of the independent directors, which is subject to
ratification
by the shareholders at the Meeting. The entire Board concurred in
the
selection of KPMG. KPMG also serves as the independent auditors for
the
Manager, other investment companies associated with Salomon Smith
Barney and
for Citigroup, Inc. ("Citigroup"), the ultimate parent company of
Salomon
Smith Barney and the Manager. KPMG has no direct or material
indirect
financial interest in the Portfolio, the Manager, Citigroup or any
other
investment company sponsored by Salomon Smith Barney or its
affiliates.

If the Portfolio receives a written request from any shareholder
at least
five days prior to the Meeting stating that the shareholder will be
present in
person at the Meeting and desires to ask questions of the auditors
concerning
the Portfolio's financial statements, the Portfolio will arrange to
have a
representative of KPMG present at the Meeting who will respond to
appropriate
questions and have an opportunity to make a statement.

The affirmative vote of a majority of votes cast at the Meeting
is required
to ratify the selection of KPMG. The Board of Directors, including
all of the
independent directors, recommends that the shareholders vote "FOR"
the
ratification of the selection of independent auditors.

OTHER MATTERS

The Manager knows of no other matters which are to be brought
before the
Meeting. However, if any other matters not now known or determined
properly
come before the Meeting, it is the intention of the persons named
in the
enclosed form of proxy to vote such proxy in accordance with their
judgment on
such matters.

All proxies received will be voted in favor of all the proposals,
unless
otherwise directed therein.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 20002001 Annual
Meeting of
the shareholders of the Portfolio must be received by April 21, 200017,
2001 to be
included in the proxy statement and the form of proxy relating to
that
meeting, as the Portfolio expects that the 20002001 Annual Meeting will
be held in
September of 2000.2001. The submission by a shareholder of a proposal
for inclusion
in the proxy statement does not guarantee that it will be included.
Shareholder proposals are subject to certain regulations under the
federal
securities laws.

The persons named as proxies for the Annual Meeting of
Shareholders for 20002001
will have discretionary authority to vote on any matter presented
by a
shareholder for action at that meeting unless the Portfolio
receives notice of
the matter by May 31, 2000,June 30, 2001, in which case these persons will not
have
discretionary voting authority except as provided in the Securities
and
Exchange Commission's rules governing shareholder proposals.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.It is important that proxies be returned promptly. Shareholders
who do not
expect to attend the meeting are therefore urged to complete and
sign, date
and return the proxy card as soon as possible in the enclosed
postage-paid
envelope.

By Order of the Board of
Directors,

Christina T. Sydor
Secretary
August 6, 199914, 2000

FORM OF PROXY

MANAGED MUNICIPALS PORTFOLIO INC.

Proxy Solicited By the Board of Directors

The undersigned holder of shares of Common Stock of the Managed
Municipals Portfolio Inc. (the "Portfolio") a Maryland corporation,
hereby appoints Heath B. McLendon, Christina Sydor and William J.
Renahan as
attorneys and proxies for the undersigned with full power of
substitution and revocation, to represent the undersigned and to
vote
on behalf of the undersigned all shares of Common Stock of the
Portfolio which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Portfolio to be held at the offices
of
the Portfolio, 388 Greenwich Street, 22ndSeven World Trade Center, 42nd Floor, New York, New
York, on
September 8, 199913, 2000 at 9:00 a.m., and any adjournment or
adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice
of
Meeting and Proxy Statement dated August 6, 199914, 2000 and hereby
instructs said attorneys and proxies to vote said shares as
indicated
hereon. In their discretion, the proxies are authorized to vote
upon
such other business as may properly come before the meeting. A
majority of the proxies present and acting at the 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.

SEE REVERSE SIDE

CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE

SEE REVERSE SIDE

X Please mark votes as in this example

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 election of each nominee as director
and
proposal 2.

The Board of Directors recommends a vote "FOR" the following
proposals:

1. ELECTION OF CLASS II DIRECTORS FOR WITHHELD
Nominees: Dwight CraneAllan J. Bloostein and
William HutchinsonMartin Brody

_______________________________
For all nominees except as noted above

2. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
SELECTION OF KPMG
LLP AS THE INDE-
PENDENT AUDITORS OF THE
PORTFOLIO FOR THE FISCAL YEAR
ENDED May 31, 2000.2001.

MARK HERE FOR ADDRESS CHANGE AN NOTE AT LEFT

PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE

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.

Signature: ____________________________ Date: ________________