SUBADVISORY AGREEMENT

     This SUBADVISORY AGREEMENT (Agreement) is made this 1st day of December, 2005, by and between Smith Barney Fund Management LLC, a Delaware limited liability company (the Manager) and Citigroup Asset Management Limited, a corporation organized under the laws of England and Wales (the Subadviser).

     WHEREAS, the Manager has been retained by Smith Barney Investment Funds Inc. (the Corporation), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act) to provide investment advisory, management, and administrative services to the Corporation with respect to a series of the Corporation;

     WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Corporation with respect to the series of the Corporation designated in Schedule A annexed hereto (the Fund) and Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth;

     NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:

     1. In accordance with and subject to the Management Agreement between the Corporation and the Manager with respect to the Fund (the Management Agreement), the Manager hereby appoints the Subadviser to act as Subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

     2. The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Funds affairs. Manager shall furnish the Subadviser with such other documents and information with regard to the Funds affairs as the Subadviser may from time to time reasonably request.

     3. (a) Subject to the supervision of the Corporations Board of Directors (the Board) and the Manager, Subadviser shall regularly provide the Fund with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Manager from time to time (the Allocated Assets) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Funds investment objectives, policies and restrictions, as stated in the Funds current Prospectus and Statement of Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Corporations Corporations Articles of Incorporation and By-Laws (collectively, the Governing Documents), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the SEC) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Corporation to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of a Fund in one or more investment companies. The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC