INVESTMENT MANAGEMENT AGREEMENT



                       SMITH BARNEY INVESTMENT FUNDS INC.

                    Smith Barney Multiple Discipline Funds--

                     Balanced All Cap Growth and Value Fund



SMITH BARNEY FUND MANAGEMENT LLC

399 Park Avenue

New York, New York 10022



Ladies and Gentlemen:



     Smith Barney Investment Funds Inc. (the "Company"), a corporation organized

under the laws of the State of Maryland, on behalf of its new series, Smith

Barney Multiple Discipline Funds--Balanced All Cap Growth and Value Fund (the

"Fund"), herewith confirms its agreement with Smith Barney Fund Management LLC

(the "Manager"), as follows:



     1. Investment Description; Appointment



     The Company desires to employ the Fund's capital investing and reinvesting

in investments of the kind and in accordance with the investment objectives,

policies and limitations specified in (i) the Company's Charter as amended from

time to time (the "Charter"); (ii) the Fund's prospectus (the "Prospectus") and

(iii) the Fund's Statement of Additional Information (the "SAI") filed with the

Securities and Exchange Commission (the "SEC") as part of the Company's

Registration Statement on Form N-1A on June 30, 2004, as amended from time to

time, and in the manner and to the extent as may from time to time be approved

by the Board of Directors of the Company (the "Board"). Copies of the Prospectus

and the SAI have been or will be submitted to the Manager. The Company agrees

promptly to provide copies of all amendments to the Prospectus and the SAI to

the Manager on an on-going basis. The Company desires to employ and hereby

appoints the Manager to act as manager of the Fund. The Manager accepts the

appointment and agrees to furnish the services for the compensation set forth

below.



     2. Services as Investment Manager



     Subject to the supervision and direction of the Board, the Manager shall

(a) act in strict conformity with the Company's Charter, the Investment Company

Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, (the

"Advisers Act") as the same may from time to time be amended, (b) manage the

Fund's assets in accordance with the Fund's investment objectives and policies

as stated in the Fund's Prospectus and SAI, (c) make investment decisions for

the Fund, (d) place purchase and sale orders for securities on behalf of the

Fund, (e) exercise voting rights in respect of portfolio securities and other

investments for the Fund, and (f) monitor and evaluate the services provided by

the Fund's investment sub-adviser(s), if any, under the terms of the applicable

investment sub-advisory agreement (collectively, the "Advisory Services"). In

providing the Advisory Services, the Manager will provide investment research

and supervision of the Fund's investments and conduct a continual program of

investment,



{PAGE}



evaluation and, if appropriate, sale and reinvestment of the Fund's assets. In

addition, the Manager will furnish the Fund with whatever statistical

information the Fund may reasonably request with respect to the securities that

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC