SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY INVESTMENT FUNDS INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Common Stock, $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 2-74288 and 811-3275
The following information is required pursuant to Rule 24f-2(b) (1):
(i) Period for which Notice is filed:
January 1, 1994 to December 31, 1994
(ii) Number or amount of securities of the same class or series
which had been registered under the Securities Act of 1933, as amended,
other than pursuant to Rule 24f-2 but which remained unsold at the
beginning of such fiscal year:
(1) Government Securities Fund
129,355,679.50
(2) Investment Grade Bond Fund
14,349,786.07
(3) Special Equities Fund
2,684,947.03*
(4) European Fund
281,857.30
*1,022,875 of these shares are being used to reduce the registration fee
with respect to Rule 24f-2, leaving 1,662,072.03 unsold.
(iii) Number and amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-2:
(1) Government Securities Fund
None
(2) Investment Grade Bond Fund
None
(3) Special Equities Fund
None
(4) European Fund None
(iv) Number and amount of securities sold during such fiscal year
(excludes shares issued upon reinvestment of dividends):
(1) Government Securities Fund
58,312,700 shares
$540,375,461
(2) Investment Grade Bond Fund
22,271,175 shares
$250,417,410
(3) Special Equities Fund
12,230,863 shares
$228,474,159
(4) European Fund
3,822,672 shares
$55,733,203
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 (excludes shares issued
upon reinvestment of dividends):
(1) Government Securities Fund
58,312,700 shares
$540,375,461
(2) Investment Grade Bond Fund
22,271,175 shares
$250,417,410
(3) Special Equities Fund
11,207,988 shares
$209,365,216
(4) European Fund
3,822,672 shares
$55,733,203
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 28, 1995
SMITH BARNEY INVESTMENT FUNDS INC.
By: /s/ Christina Haage
Christina Haage
Assistant Treasurer
(1) The actual aggregate sales price for which such securities were
sold was $540,375,461. During the fiscal year ended December 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $702,644,562. No portion of such redemption price
has been applied by the Registrant pursuant to Rule 24e-2(a) in a filing
made pursuant to Section 24(e) (1) of the Investment Company Act of 1940,
as amended. Pursuant to Rule 24f-2(c), the registration fee with respect
to the securities sold is calculated as follows: $540,375,461 -
$702,644,562 = ($162,269,101) x $.00034483 = ($55,955.25).
(2) The actual aggregate sales price for which such securities were
sold was $250,417,410. During the fiscal year ended December 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $278,008,697. No portion of such redemption price
has been applied by the Registrant pursuant to Rule 24e-2(a) in a filing
made pursuant to Section 24(e) (1) of the Investment Company Act of 1940,
as amended. Pursuant to Rule 24f-2(c), the registration fee with respect
to the securities sold is calculated as follows: $250,417,410 -
$278,008,697 = ($27,591,287) x $.00034483 = ($9,514.30).
(3) The actual aggregate sales price for which such securities were
sold was $228,474,159. During the fiscal year ended December 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $209,366,855. No portion of such redemption price
has been applied by the Registrant pursuant to Rule 24e-2(a) in a filing
made pursuant to Section 24(e) (1) of the Investment Company Act of 1940,
as amended. Pursuant to Rule 24f-2(c), the registration fee with respect
to the securities sold is calculated as follows: $228,474,159 -
($19,107,304 + $209,366,855) = $0 x $.00034483 = $0.
(4) The actual aggregate sales price for which such securities were
sold was $55,733,203. During the fiscal year ended December 31, 1994 the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $56,867,557. No portion of such redemption price has
been applied by the Registrant pursuant to Rule 24e-2(a) in a filing made
pursuant to Section 24(e) (1) of the Investment Company Act of 1940, as
amended. Pursuant to Rule 24f-2(c), the registration fee with respect to
the securities sold is calculated as follows: $55,733,203 - $56,867,557 =
($1,134,354) x $.00034483 = ($391.15).
funds/slit/24f-293c.doc
February 28, 1995
Smith Barney Investment Funds Inc.
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Investment Funds Inc.,
a Maryland Corporation (the "Company"), of a Notice (the "Notice") pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), for the Company's fiscal year ended December 31, 1994 of
various fund series of the Company (collectively, the "Funds"), you have
requested that the undersigned provide the legal opinion required by that
Rule.
In accordance with Rule 24f-2, the Company has registered an
indefinite number of shares of common stock, $.001 par value, under the
Securities Act of 1933, as amended (the "1933 Act"). The purpose of the
Notice is to make definite the registration of the following shares of the
Funds (set forth below) of the Company (collectively, the "Shares") sold
in reliance upon the Rule during the fiscal year ended December 31, 1994.
Funds
Government Securities Fund 58,312,700 shares
Investment Grade Bond Fund 22,271,175 shares
Special Equities Fund 11,207,988 shares
European Fund 3,822,672 shares
Smith Barney Investment Funds Inc.
February 28, 1995
Page Two
The undersigned is First Vice President and Deputy General Counsel of
Smith Barney Mutual Funds Management Inc., the Company's administrator, and
in such capacity, from time to time and for certain purposes, acts as
counsel to the Company. I have examined copies of the Company's Articles
of Incorporation, its By-Laws, resolutions adopted by its Board of
Directors, and such other records and documents as I have deemed necessary
for purposes of this opinion. Furthermore, I have examined a Certificate
of the Assistant Treasurer of the Company to the effect that the Company
received the cash consideration for each of the Shares in accordance with
the aforementioned charter documents and resolutions.
On the basis of the foregoing, and assuming all of the Shares were
sold in accordance with the terms of the Company's Prospectuses in effect
at the time of sale, I am of the opinion that the Shares have been duly
authorized and validly issued and are fully paid and non-assessable. This
opinion is for the limited purposes expressed above and should not be
deemed to be an expression of opinion as to compliance with the 1933 Act,
the 1940 Act or applicable State "blue sky" laws in connection with the
sales of the Shares.
Very truly yours,
/s/ Lee D. Augsburger
Lee D. Augsburger
First Vice President
and Deputy General Counsel
