As filed with the Securities and Exchange Commission on
January 10, 1996
- ------------------------------------------------------------
- ------------------------------------
Registration No. 2-74288
811-3275
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X
Pre-Effective Amendment No. ____
Post-Effective Amendment No. 42
X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended X
Amendment No. 44 X
SMITH BARNEY INVESTMENT FUNDS INC.
(Exact name of Registrant as Specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 723-9218
Christina T. Sydor
Secretary
SMITH BARNEY INVESTMENT FUNDS INC.
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective.
It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485(b)
on ------, 1995 pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
__ on _____________ pursuant to Rule 485(a)
The Registrant has previously filed a declaration of
indefinite
registration of its shares pursuant to Rule 24f-2 under the
Investment
Company Act of 1940, as amended. Registrant's Rule 24f-2
Notice for the
fiscal year ended December 31, 1994 was filed on February
28, 1995.
SMITH BARNEY INVESTMENT FUNDS INC.
CONTENTS OF
REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents
Front Cover
Contents Page
Cross-Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
SMITH BARNEY INVESTMENT FUNDS INC.
FORM N-1A CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a) Under the Securities Act of 1933, as
amended
Part A
Item No.
Prospectus Caption
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Condensed Financial Highlights
Financial Highlights Information
4. General Description of Cover Page; Prospectus Summary
Registrant
Investment Objective and
Management Policies; Additional
Information
5. Management of the Fund
Management of the Fund;
Distributor; Additional
Information; Annual Report
6. Capital Stock and Other Investment Objective and
Securities
Management Policies; Dividends,
Distributions and Taxes;
Additional Information
7. Purchase of Securities Being
Offered
Valuation of Shares; Purchase of
Shares; Exchange Privilege;
Redemption of Shares; Minimum
Account Size; Distributor;
Additional Information
8 Redemption or Repurchase
Purchase of Shares; Redemption of
Shares; Exchange Privilege
9. Pending Legal Proceedings
Not Applicable
Part B
Item No.
Statement of
Additional Information Caption
10. Cover Page
Cover page
11. Table of Contents
Contents
12. General Information and Distributor; Additional
History
Information
13. Investment Objectives and
Investment Objective and Policies
Management Policies
14. Management of the Fund
Management of the Company;
Distributor
15. Control Persons and Principal Management of the Company
Holders of Securities
16. Investment Advisory and Other Management of the
Company;
Services
Distributor
17. Brokerage Allocation and Investment Objective and
Other Services
Management Policies; Distributor
18. Capital Stock and Other
Investment Objective and Securities
Management Policies; Purchase of
Shares; Redemption of Shares;
Taxes
19. Purchase, Redemption and
Purchase of Shares; Redemption
Pricing of Securities Being
Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
Distributor; Exchange Privilege
20. Tax Status
Taxes
21. Underwriters
see Prospectus "Purchase of Shares"
22. Calculations of Performance
Performance Data
23. Financial Statements
Financial Statements
Part A - Prospectus
The Prospectuses dated May 1, 1995, for the Managed
Growth Fund and the Growth Opportunity Fund filed with the
Post-Effective Amendment No. 38 to the Fund's Registration
Statement on Form N-1A, are incorporated in their entirety
by reference.
<PAGE>
SMITH BARNEY INVESTMENT FUNDS
SUPPLEMENT DATED JANUARY 10, 1996 TO PROSPECTUS DATED MAY
1, 1995 OF THE
GROWTH OPPORTUNITY FUND (THE "FUND")
The Prospectus of the Fund dated May 1, 1995, is hereby
incorporated by
reference in its entirety.
The Following information supplements, and to the extent
inconsistent
therewith, supersedes the information set forth in the
Prospectus dated May 1,
1995 of the Growth Opportunity Fund.
THE FUND'S EXPENSES The following expense table lists the
costs and estimated
expenses that an investor will incur either directly or
indirectly as a share-
holder of the Fund, based on the maximum sales charge or
maximum CDSC that may
be incurred at the time of purchase or redemption:
<TABLE>
<CAPTION>
CLASS A CLASS B
CLASS C CLASS Y
- ------------------------------------------------------------
- -------------------
<S> <C> <C>
<C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of offering price) 5.00% None
None None
Maximum CDSC (as a percentage of original
cost or redemption proceeds, whichever
is lower)
None* 5.00% 1.00% None
- ------------------------------------------------------------
- -------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)
Management Fees 1.00% 1.00%
1.00% 1.00%
12b-1 Fees** 0.25
1.00 1.00 None
Other Expenses*** [0.49] [0.44]
[0.69] [0.40]
- ------------------------------------------------------------
- -------------------
TOTAL FUND OPERATING EXPENSES[1.74%] [2.49%] [2.69%]
[1.40%]
</TABLE>
- ------------------------------------------------------------
- -------------------
* Purchases of Class A shares, which when combined with
current holdings of
Class A shares offered with a sales charge, equal or
exceed $500,000 in
the aggregate, will be made at net asset value with no
sales charge, but
will be subject to a CDSC of 1.00% on redemptions made
within 12 months.
** Upon conversion of Class B shares to Class A shares,
such shares will no
longer be subject to a distribution fee. Class C shares
do not have a
conversion feature and, therefore, are subject to an
ongoing distribution
fee. As a result, long-term shareholders of Class C
shares may pay more
than the economic equivalent of the maximum front-end
sales charge
permitted by the National Association of Securities
Dealers, Inc.
*** For Class Y shares, "Other Expenses" have been
estimated based on expenses incurred by Class A shares
because, as of September 30, 1995, no Class Y shares were
outstanding.
1
<PAGE>
EXAMPLE
The following example is intended to assist an investor in
understanding the
various costs that an investor in the Fund will bear
directly or indirectly.
The example assumes payment by the Fund of operating
expenses at the levels
set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares"
and "Management of the Fund."
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- ------------------------------------------------------------
- -----------------
<S>
<C> <C>
An investor would pay the following expenses on a $1,000 in-
vestment, assuming (1) 5.00% annual return and (2)
redemption
at the end of each time period:
Class A
$67 $102
Class B
$75 $108
Class C
$37 $ 84
Class Y
$14 $ 44
An investor would pay the following expenses on the same in-
vestment, assuming the same annual return and no redemption:
Class A
$67 $102
Class B
$25 $ 78
Class C
$27 $ 84
Class Y
$14 $ 44
- ------------------------------------------------------------
- -----------------
</TABLE>
The example also provides a means for the investor to
compare expense levels
of funds with different fee structures over varying
investment periods. To
facilitate such comparison, all funds are required to
utilize a 5.00% annual
return assumption. However, the Fund's actual return will
vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE
CONSIDERED
A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN ABOVE.
2
<PAGE>
FINANCIAL HIGHLIGHTS
For a share of each class of capital stock outstanding
throughout the period:
<TABLE>
<CAPTION>
GROWTH OPPORTUNITY FUND (1) CLASS A
CLASS B CLASS C
- ------------------------------------------------------------
- ----------------
<S> <C> <C>
<C>
NET ASSET VALUE, BEGINNING OF YEAR $ 12.00 $
12.00 $14.05
- ------------------------------------------------------------
- ----------------
INCOME FROM OPERATIONS:
Net investment income
0.01 0.01 0.01
Net realized and unrealized gain (loss) on
investments
2.35 2.35 0.29
- ------------------------------------------------------------
- ----------------
TOTAL INCOME FROM OPERATIONS 2.36
2.36 0.30
- ------------------------------------------------------------
- ----------------
LESS DISTRIBUTIONS FROM:
Net investment income
- -- -- --
Net realized gains
- -- -- --
- ------------------------------------------------------------
- ----------------
TOTAL DISTRIBUTIONS --
- -- --
- ------------------------------------------------------------
- ----------------
NET ASSET VALUE, END OF PERIOD $
14.36 $ 14.34 $14.35
- ------------------------------------------------------------
- ----------------
TOTAL RETURN
19.67%++ 19.50%++ 2.14%++
- ------------------------------------------------------------
- ----------------
NET ASSETS, END OF PERIOD (000S) $49,385
$25,917 $ 12
- ------------------------------------------------------------
- ----------------
RATIOS TO AVERAGE NET ASSETS:
Expenses
1.74%+ 2.49%+ 0.87%+
Net investment income
0.40+ (0.33)+ 0.28+
- ------------------------------------------------------------
- ----------------
PORTFOLIO TURNOVER RATE 14.31%
14.31% 2.69%
- ------------------------------------------------------------
- ----------------
</TABLE>
(1) For the period from August 8, 1995 (inception date) to
August 31, 1995.
+ Annualized.
++ Total return is not annualized, as the result may not
be representative
of the total return for the year.
As of September 30, 1995, no Class Y shares have been sold
and, accordingly,
no comparable financial information is available at this
time for that Class.
3
<PAGE>
SMITH BARNEY INVESTMENT FUNDS
SUPPLEMENT DATED JANUARY 10 , 1996 TO PROSPECTUS DATED
MAY 1, 1995 OF THE
MANAGED GROWTH FUND (THE "FUND")
The Prospectus of the Fund dated May 1, 1995, is hereby
incorporated by
reference in its entirety.
The Following information supplements, and to the extent
inconsistent
therewith, supersedes the information set forth in the
Prospectus dated May 1,
1995 of the Managed Growth Fund.
THE FUND'S EXPENSES. The following expense table lists the
costs and expenses
that an investor will incur either directly or indirectly as
a shareholder of
the Fund, based on the maximum sales charge or maximum CDSC
that may be
incurred at the time of purchase or redemption:
<TABLE>
<CAPTION>
CLASS A CLASS
B CLASS C CLASS Y
- ------------------------------------------------------------
- -----------------
<S> <C> <C>
<C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases
(as a percentage of offering price) 5.00% None
None None
Maximum CDSC (as a percentage of original
cost or redemption proceeds, whichever is
lower)
None* 5.00% 1.00% None
- ------------------------------------------------------------
- -----------------
ANNUAL FUND OPERATING EXPENSES
(as a percentage of offering price)
Management fees 0.85%
0.85% 0.85% 0.85%
12b-1 fees** 0.25
1.00 1.00 None
Other Expenses*** 0.09
0.09 0.09 0.13
- ------------------------------------------------------------
- -----------------
TOTAL FUND OPERATING EXPENSES 1.19% 1.94% 1.94% 0.98%
- ------------------------------------------------------------
- -----------------
</TABLE>
* Purchases of Class A shares, which when combined with
current holdings of
Class A shares offered with a sales charge, equal or
exceed $500,000 in
the aggregate, will be made at net asset value with no
sales charge, but
will be subject to a CDSC of 1.00% on redemptions made
within 12 months.
** Upon conversion of Class B shares to Class A shares,
such shares will no
longer be subject to a distribution fee. Class C shares
do not have a
conversion feature and, therefore, are subject to an
ongoing distribution
fee. As a result, long-term shareholders of Class C
shares may pay more
than the economic equivalent of the maximum front-end
sales charge
permitted by the National Association of Securities
Dealers, Inc.
*** For Class Y shares, "Other Expenses" have been estimated
based on expenses incurred by Class A
shares because, as of September 30, 1995, no Class Y shares
were outstanding.
1
<PAGE>
EXAMPLE
The following example is intended to assist an investor in
understanding the
various costs that an investor in the Fund will bear
directly or indirectly.
The example assumes payment by the Fund of operating
expenses at the levels
set forth in the table above. See "Purchase of Shares,"
"Redemption of Shares"
and "Management of the Fund."
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- ------------------------------------------------------------
- -----------------
<S>
<C> <C>
An Investor would pay the following expenses on a $1,000 in-
vestment, assuming (1) 5.00% annual return and (2)
redemption
at the end of each time period:
Class A
$62 $86
Class B
$70 $91
Class C
$30 $61
Class Y
$10 $31
An Investor would pay the following expenses on the same in-
vestment, assuming the same annual return and no redemption:
Class A
$62 $86
Class B
$20 $61
Class C
$20 $61
Class Y
$10 $31
- ------------------------------------------------------------
- -----------------
</TABLE>
The example also provides a means for the investor to
compare expense
levels of funds with different fee structures over varying
investment periods. To
facilitate such comparison, all funds are required to
utilize a 5.00% annual return assumption.
However, the Fund's actual return will vary and may be
greater or less than 5.00%. This
example should not be considered a representation of past
for future expenses and actual
expenses may be greater or less than those shown above.
2
<PAGE>
FINANCIAL HIGHLIGHTS
For a share of each class of capital stock outstanding
throughout the period:
<TABLE>
<CAPTION>
MANAGED GROWTH FUND(A) CLASS A
CLASS B CLASS C
- ------------------------------------------------------------
- ---------------------
<S>
<C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $ 12.00 $12.00
$12.00
- ------------------------------------------------------------
- ---------------------
INCOME FROM OPERATIONS:
Net investment income
0.08 0.07 0.08
Net realized and unrealized loss on investments 0.05
0.05 0.05
- ------------------------------------------------------------
- ---------------------
TOTAL INCOME FROM OPERATIONS 0.03
0.02 0.03
- ------------------------------------------------------------
- ---------------------
LESS DISTRIBUTIONS FROM:
Net investment income
- -- -- --
Net realized gains
- -- -- --
- ------------------------------------------------------------
- ---------------------
TOTAL DISTRIBUTIONS -
- - -- --
- ------------------------------------------------------------
- ---------------------
NET ASSET VALUE, END OF YEAR $12.03
$12.02 $12.03
- ------------------------------------------------------------
- ---------------------
TOTAL RETURN
0.25%* 0.17%* 0.25%*
- ------------------------------------------------------------
- ---------------------
NET ASSETS, END OF YEAR (000'S) $144,775
$268,012 $36,695
- ------------------------------------------------------------
- ---------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses
1.19%+ 1.94%+ 1.94%+
Net investment income
4.09+ 3.34+ 3.99+
- ------------------------------------------------------------
- ---------------------
PORTFOLIO TURNOVER RATE 2.90%
1.40% 2.05%
- ------------------------------------------------------------
- ---------------------
</TABLE>
(a) For the period from June 30, 1995 (commencement of
operations) to August
31, 1995 (unaudited).
* Not annualized, as the result may not be representative
to the total
return for the year.
+ Annualized.
As of September 30, 1995, no Class Y shares have been sold,
and accordingly,
no comparable financial information is available at this
time for that class.
3
PART B
STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information dated May 1, 1995,
filed with the Post-Effective Amendment No. 38 to the Fund's
Registration Statement on Form N-1A, is incorporated in its
entirety by reference.
FINANCIAL STATEMENTS
Smit
h
Barn
ey
Grow
th
Oppo
rtun
ity
Fund
Fina
ncia
l
High
ligh
ts
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199 ^199 ^199 ^199
s A 5(1) 3 2 1
Shar
es
Net ^$12 ^- ^- ^-
Asse .00
t
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
0.01 ^- ^- ^-
Net
inve
stme
nt
inco
me
^2.3 ^- ^- ^-
Net 5
real
ized
and
unre
aliz
ed
gain
on
inve
stme
nts
Tota ^2.3 ^- ^- ^-
l 6
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^- ^- ^- ^-
Net
inve
stme
nt
inco
me
^- ^- ^- ^-
Net
real
ized
gain
s
Tota ^- ^- ^- ^-
l
Dist
ribu
tion
s
Net $14. ^- ^- ^-
Asse 36
t
Valu
e,
End
of
Peri
od
Tota 19.6 ^- ^- ^-
l 7%
Retu
rn
Net $49, ^- ^- ^-
Asse 385
ts,
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^1.7 ^- ^- ^-
Expe 4%+
nses
^0.4 ^- ^- ^-
Net 0
inve +
stme
nt
inco
me
Port ^14. ^- ^- ^-
foli 31%
o
Turn
over
Rate
(1)
For
the
peri
od
from
July
3,
1995
to
Augu
st
31,
1995
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Grow
th
Oppo
rtun
ity
Fund
Fina
ncia
l
High
ligh
ts
(con
tinu
ed)
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199 ^199 ^199 ^199
s B 5(1) 3 2 1
Shar
es
Net ^$12 ^- ^- ^-
Asse .00
t
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
(0.0 ^- ^- ^-
Net 1)
inve
stme
nt
inco
me
2.35 ^- ^- ^-
Net
real
ized
and
unre
aliz
ed
gain
(los
s)
on
inve
stme
nts
Tota 2.36 ^- ^- ^-
l
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^- ^- ^- ^-
Net
inve
stme
nt
inco
me
^- ^- ^- ^-
Net
real
ized
gain
s
Tota ^- ^- ^- ^-
l
Dist
ribu
tion
s
Net 14.3 ^- ^- ^-
Asse 4
t
Valu
e,
End
of
Peri
od
Tota 19.5 ^- ^- ^-
l 0%
Retu
rn
Net $25, ^- ^- ^-
Asse 917
ts,
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^2.4 ^- ^- ^-
Expe 9%+
nses
^(0. ^- ^- ^-
Net 33)
inve +
stme
nt
inco
me
Port ^14. ^- ^- ^-
foli 31%
o
Turn
over
Rate
(1)
For
the
peri
od
from
July
3,
1995
to
Augu
st
31,
1995
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Grow
th
Oppo
rtun
ity
Fund
Fina
ncia
l
High
ligh
ts
(con
tinu
ed)
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199 ^199 ^199 ^199
s C 5(1) 3 2 1
Shar
es
Net ^$14 ^- ^- ^-
Asse .05
t
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
0.01 ^- ^- ^-
Net
inve
stme
nt
inco
me
0.29 ^- ^- ^-
Net
real
ized
and
unre
aliz
ed
gain
(los
s)
on
inve
stme
nts
Tota 0.30 ^- ^- ^-
l
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^- ^- ^- ^-
Net
inve
stme
nt
inco
me
^- ^- ^- ^-
Net
real
ized
gain
s
Tota ^- ^- ^- ^-
l
Dist
ribu
tion
s
Net $14. ^- ^- ^-
Asse 35
t
Valu
e,
End
of
Peri
od
Tota ^ ^- ^- ^-
l 2.14
Retu %
rn
Net $12 ^- ^- ^-
Asse
ts,
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
2.45 ^- ^- ^-
Expe %
nses
0.71 ^- ^- ^-
Net %
inve
stme
nt
inco
me
Port ^2.6 ^- ^- ^-
foli 9%
o
Turn
over
Rate
(1)
For
the
peri
od
from
Augu
st
8,
1995
(inc
epti
on
date
) to
Augu
st
31,
1995
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Grow
th
Oppo
rtun
ity
Fund
Fina
ncia
l
High
ligh
ts
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199 ^199 ^199 ^199
s A 5(1) 3 2 1
Shar
es
Net ^$12 ^- ^- ^-
Asse .00
t
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
0.01 ^- ^- ^-
Net
inve
stme
nt
inco
me
^2.3 ^- ^- ^-
Net 5
real
ized
and
unre
aliz
ed
gain
on
inve
stme
nts
Tota ^2.3 ^- ^- ^-
l 6
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^- ^- ^- ^-
Net
inve
stme
nt
inco
me
^- ^- ^- ^-
Net
real
ized
gain
s
Tota ^- ^- ^- ^-
l
Dist
ribu
tion
s
Net $14. ^- ^- ^-
Asse 36
t
Valu
e,
End
of
Peri
od
Tota 19.6 ^- ^- ^-
l 7%
Retu
rn
Net $49, ^- ^- ^-
Asse 385
ts,
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^1.7 ^- ^- ^-
Expe 4%+
nses
^0.4 ^- ^- ^-
Net 0
inve +
stme
nt
inco
me
Port ^14. ^- ^- ^-
foli 31%
o
Turn
over
Rate
(1)
For
the
peri
od
from
July
3,
1995
to
Augu
st
31,
1995
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Grow
th
Oppo
rtun
ity
Fund
Fina
ncia
l
High
ligh
ts
(con
tinu
ed)
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199 ^199 ^199 ^199
s B 5(1) 3 2 1
Shar
es
Net ^$12 ^- ^- ^-
Asse .00
t
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
(0.0 ^- ^- ^-
Net 1)
inve
stme
nt
inco
me
2.35 ^- ^- ^-
Net
real
ized
and
unre
aliz
ed
gain
(los
s)
on
inve
stme
nts
Tota 2.36 ^- ^- ^-
l
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^- ^- ^- ^-
Net
inve
stme
nt
inco
me
^- ^- ^- ^-
Net
real
ized
gain
s
Tota ^- ^- ^- ^-
l
Dist
ribu
tion
s
Net 14.3 ^- ^- ^-
Asse 4
t
Valu
e,
End
of
Peri
od
Tota 19.5 ^- ^- ^-
l 0%
Retu
rn
Net $25, ^- ^- ^-
Asse 917
ts,
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^2.4 ^- ^- ^-
Expe 9%+
nses
^(0. ^- ^- ^-
Net 33)
inve +
stme
nt
inco
me
Port ^14. ^- ^- ^-
foli 31%
o
Turn
over
Rate
(1)
For
the
peri
od
from
July
3,
1995
to
Augu
st
31,
1995
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Grow
th
Oppo
rtun
ity
Fund
Fina
ncia
l
High
ligh
ts
(con
tinu
ed)
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199 ^199 ^199 ^199
s C 5(1) 3 2 1
Shar
es
Net ^$14 ^- ^- ^-
Asse .05
t
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
0.01 ^- ^- ^-
Net
inve
stme
nt
inco
me
0.29 ^- ^- ^-
Net
real
ized
and
unre
aliz
ed
gain
(los
s)
on
inve
stme
nts
Tota 0.30 ^- ^- ^-
l
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^- ^- ^- ^-
Net
inve
stme
nt
inco
me
^- ^- ^- ^-
Net
real
ized
gain
s
Tota ^- ^- ^- ^-
l
Dist
ribu
tion
s
Net $14. ^- ^- ^-
Asse 35
t
Valu
e,
End
of
Peri
od
Tota ^ ^- ^- ^-
l 2.14
Retu %
rn
Net $12 ^- ^- ^-
Asse
ts,
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
2.45 ^- ^- ^-
Expe %
nses
0.71 ^- ^- ^-
Net %
inve
stme
nt
inco
me
Port ^2.6 ^- ^- ^-
foli 9%
o
Turn
over
Rate
(1)
For
the
peri
od
from
Augu
st
8,
1995
(inc
epti
on
date
) to
Augu
st
31,
1995
.
+
Annu
aliz
ed.
^/B {down}{?}{branch \b} All Margins
(Top, Bottom, Left and Right) = 1.0
Column widths: compression 92
8 8 29 * 8
10 9 9
SMITH BARNEY INVESTMENT FUNDS INC.
SMITH BARNEY INVESTMENTS FUNDS, INC.
SMITH BARNEY GROWTH OPPORTUNITY FUND
SCHEDULE OF NET ASSETS GROWTH OPPORTUNITY
PORTFOLIO
SCHEDULE OF NET ASSETS(Cont'd)
SCHEDULE OF NET ASSETS(Cont'd) SCHEDULE OF NET ASSETS
(Cont'd)
AUGUST 31, 1995
AUGUST 31, 1995
^FACE
SHARES ^SECURITY
^VALUE ^AMOUNT ^SHARES
COMMON STOCKS - 92.7%
Advertising - 0.8%
31,000 Advo Inc.
$577,375 0.77% 18.625 *********
$1.56 ERR
59.000
$1.44 ERR
Aerospace Defense - 1.0%
42.875
7,000 Alliant Techsystems Inc.
329,000 0.44% 47.000 *********
$1.76 ERR CONGLOMER ERR
60,000 Power Control Technologies Inc.
450,000 0.60% 7.500 *********
$1.60 ERR
779,000 1.03% 49.500 0.00
$0.56 ERR ERR
0.00
Auto Parts Replacement - 0.2%
7,500 Federal Mogul Corp.
166,875 0.22% 22.250 *********
Broadcast Radio & TV - 6.5%
0.00
02/09/95 50,000 $2.60 ERR
13,000 Cablevision Systems Corp.
851,500 1.13% 65.500 *********
$1.04 ERR
40,000 Comcast Corp.
850,000 1.13% 21.250 *********
45,000 Home Shoping Network Inc.
472,500 0.63% 10.500 *********
40,000 Jacor Communications Inc.
665,000 0.88% 16.625 *********
$1.88 ERR
15,000 Liberty Media Inc.
398,437 0.53% 26.563 *********
03/04/95 166,800 $1.40 ERR
25,000 New World Communications Group Inc.
581,250 0.77% 23.250 *********
60,000 Tele-Communications Inc.
1,110,000 1.47% 18.500 *********
03/05/95 50,000 $1.60 ERR
4,928,687 6.54% 46.750 0.00
03/05/95 40,000 $1.44 ERR
0.00
Chemicals - 0.5%
16,500 Scotts Co.
371,250 0.49% 22.500 *********
Commercial Services - 1.9%
50,000 Ideon Group Inc.
531,250 32.625 0.00
08/18/94 27,500 $1.80 ERR
30,000 Primark Corp.
757,500 0.71% 10.625 *********
03/05/95 50,000 $2.76 ERR
12,500 Sotheby's Holdings Inc.
173,437 1.01% 25.250 *********
$1.85 ERR ENERGY ERR
1,462,187 0.23% 13.875 *********
1.94% 0.00
Computers - 2.2%
0.00
20,000 Auspex Systems Inc.
315,000 0.00
15,000 Crosscomm Corp.
174,375 0.42% 15.750 *********
12,500 Key Tronic Corp.
190,625 0.23% 11.625 *********
07/14/95 200,000 $0.60 ERR
12,000 Microkey Communications Systems Inc.
37,073 0.25% 15.250 *********
38,000 Multi-Corp Inc.
109,250 0.05% 3.089 *********
14,700 Phoenix Technologies Ltd.
159,863 0.15% 2.875 *********
25,290 Storage Technology Corp.
692,314 0.21% 10.875 *********
1,678,500 0.92% 27.375 *********
$4.02 ERR
2.23% 0.00
$3.20 ERR
Consumer Products - 0.5%
0.00
25,000 U.S. Industries Inc.
390,625 0.00
0.52% 15.625 *********
0.00
Cosmetics - 0.6%
17,500 Herbalife International Inc.
$223,125 78.250 0.00
20,000 Playtex Products Inc.
197,500 0.30% 12.750 *********
$2.88 ERR
420,625 0.26% 9.875 *********
0.56% 31.625 0.00
Electrical Equipment - 4.6%
0.00
$0.46 ERR FINANCIAL ERR
25,000 American Superconductor Corp.
331,250 0.00
11/30/94 150,000 $1.44 ERR
32,500 Honeywell Inc.
1,421,875 0.44% 13.250 *********
$0.62 ERR
11,000 Itel Corp.
415,250 1.89% 43.750 *********
$0.92 ERR
12,500 Raychem Corp.
548,437 0.55% 37.750 *********
55,000 Westinghouse Electric Corp.
749,375 0.73% 43.875 *********
01/24/95 14,000 $1.64 ERR
3,466,187 0.99% 13.625 *********
Electronics - 3.6%
4.60% 35.375 0.00
84,000 Ampex Corp.
309,120 0.00
32,500 General Electric Co.
1,913,437 0.41% 3.680 *********
50,400 Kollmorgen Corp.
491,400 2.54% 58.875 *********
2,713,957 0.65% 9.750 *********
$2.60 ERR
3.60% 55.500 0.00
11/12/94 30,000 $1.68 ERR
Energy - 2.8%
38.375 0.00
175,000 Global Marine Inc.
1,181,250 0.00
10,000 Lufkin Industries Inc.
215,000 1.57% 6.750 *********
13,000 Triton Energy Corp.
689,000 0.29% 21.500 *********
2,085,250 0.91% 53.000 *********
2.77% 0.00
Entertainment -
0.00
10,000 American Classic Voyager Co.
106,250 0.00
45,000 Cinar Films Inc.
523,125 0.14% 10.625 *********
27,500 Gaylord Entertainment Co.
763,125 0.69% 11.625 *********
17,500 Time Warner Inc.
737,187 1.01% 27.750 *********
2,129,687 0.98% 42.125 *********
2.83% 0.00
Financial Services - 19.3%
73.750 0.00
8,000 Alexander & Alexander Services Inc.
185,000 67.000 0.00
15,000 American International Group Inc.
1,209,375 0.25% 23.125 *********
20,000 Banca Quadrum S.A.
125,000 1.61% 80.625 *********
15,000 BayBanks Inc.
1,203,750 0.17% 6.250 *********
20,000 Capital One Financial Corp.
520,000 1.60% 80.250 *********
34,200 Capsure Holdings Corp.
470,250 0.69% 26.000 *********
15,000 City National Corp.
196,875 0.62% 13.750 *********
137,500 Data Broadcasting Corp.
1,220,312 0.26% 13.125 *********
9,000 Dauphin Deposit Corp.
247,500 1.62% 8.875 *********
$3.08 ERR
25,000 First Security Corp.
787,500 0.33% 27.500 *********
ERR UNKNOWN
27,500 Foremost Corporation of America
1,106,875 1.05% 31.500 *********
5,000 General Reinsurance Corp.
743,125 1.47% 40.250 *********
$4.00 ERR CV PFD ST ERR
37,500 Long Island Bancorp Inc.
951,562 0.99% 148.625 *********
$2.88 ERR CV PFD ST ERR
Financial Services (Cont'd.)
1.26% 25.375 *********
01/25/95 52,000 $3.23 ERR CV DEB:TR ERR
2,000 Mercantile Bancorporation
$90,500 0.12% 45.250 *********
12,500 Oppenheimer Capital L.P.
307,812 0.41% 24.625 *********
$5.50 ERR CV DEB: R ERR
25,000 PNC Bank Corp.
656,250 0.87% 26.250 *********
15,000 Painewebber Group Inc.
288,750
5,000 Paul Revere Corp.
87,500 0.38% 19.250 *********
$6.75 ERR CV DEB: C ERR
12,500 Roosevelt Financial Group Inc.
226,562 0.12% 17.500 *********
$6.50 ERR CV DEB: C ERR
22,500 Salomon Inc.
863,437 0.30% 18.125 *********
10/15/94 33,000 $6.75 ERR CV DEB: W ERR
35,000 Student Loan Marketing Association
1,894,375 1.15% 38.375 *********
10/15/94 33,000 $6.75 ERR CV DEB: WASTE MANA
22,500 TIG Holdings Inc.
576,562 2.51% 54.125 *********
15,000 United Asset Management Corp.
585,000 0.77% 25.625 *********
********** 0.78% 39.000 *********
19.31% 0.00
Food and Beverages - 3.0%
26.000 0.00
20,000 Dole Food Co.
655,000 0.00
35,347 Quality Food Centers Inc.
874,838 0.87% 32.750 *********
20,000 Seagram Company Ltd.
740,000 1.16% 24.750 *********
2,269,838 0.98% 37.000 *********
3.01% 0.00
Furniture - 0.4%
0.00
12,500 Heilig Meyers Co.
275,000 0.00
0.37% 22.000 *********
Hotels - 0.4%
0.00
5,000 Hilton Hotels Corp.
332,500 0.00
0.44% 66.500 *********
Leisure Time - 1.3%
0.00
45,000 Bell Sports Corp.
528,750 0.00
15,000 Harley Davidson
416,250 0.70% 11.750 *********
945,000 0.55% 27.750 *********
1.25% 0.00
Machinery - 5.0%
0.00
14,000 Deere & Co.
1,197,000 0.00
60,000 Thermo Electron Corp.
2,587,500 1.59% 85.500 *********
3,784,500 3.44% 43.125 *********
5.02% 0.00
Media - 0.7%
0.00
32,500 New Age Media Fund Inc.
491,563
0.65% 15.125
Medical - 3.2%
20,000 Amsco International Inc.
357,500 0.00
34,000 Beverly Enterprises
450,500 0.47% 17.875 *********
18,500 Coram Healthcare Corp.
90,188 0.60% 13.250 *********
5,000 Forest Labs Inc.
223,750 0.12% 4.875 *********
45,000 North American Biologicals, Inc.
410,625 0.30% 44.750 *********
Medical (Cont'd.)
0.55% 9.125 *********
77,500 Quidel Corp.
$455,313 0.60% 5.875 *********
13,698 Ramsay Managed Care, Inc.
44,519 0.06% 3.250 *********
10,000 Thermo Cardiosystems, Inc.
393,750 0.52% 39.375 *********
2,426,145 3.22% 0.00
0.00
Packaging - 0.7%
0.00
10,000 Temple Inland Inc.
517,500 0.69% 51.750 *********
0.00
Pharmaceuticals - 2.8%
0.00
315 Allergan Ligand Retinoid Therapeutics
5,040 0.01% 16.000 5,040.00
10,000 Allergan Inc.
303,750 0.40% 30.375 *********
36,500 Ivax Corp.
935,313 1.24% 25.625 *********
20,000 Upjohn Co.
847,500 1.13% 42.375 *********
2,091,603 2.78% 0.00
0.00
Publishing - 2.2%
0.00
7,500 Readers Digest Association Inc.
346,875 0.46% 46.250 *********
25,000 Reuters Holdings
1,309,375 1.74% 52.375 *********
1,656,250 2.20% 0.00
0.00
Raw and Intermediate Materials - 4.1%
0.00
24,000 Addington Resources Inc.
328,500 0.44% 13.688 *********
36,500 Giant Group Ltd.
255,500 0.34% 7.000 *********
25,000 Monsanto Co.
2,371,875 3.15% 94.875 *********
15,000 Repap Enterprises Inc.
108,750 0.14% 7.250 *********
3,064,625 4.07% 0.00
0.00
Real Estate Investment Trust - 1.7%
0.00
50,000 Manufactured Home Communities Inc.
812,500 1.08% 16.250 *********
58,500 Rockefeller Center Properties Inc.
431,438 0.57% 7.375 *********
1,243,938 1.65% 0.00
0.00
Restaurants - 0.5%
0.00
58,500 Sizzler International Inc.
351,000 0.47% 6.000 *********
0.00
Retail - 5.6%
0.00
40,200 Arbor Drugs Inc.
753,750 1.00% 18.750 *********
25,000 Copart Inc.
550,000 0.73% 22.000 *********
19,600 Intertan Inc.
181,300 0.24% 9.250 *********
38,500 Kmart Corp.
524,563 0.70% 13.625 *********
10,000 Lands' End Inc.
173,750 0.23% 17.375 *********
35,000 Lillian Vernon Corp.
564,375 0.75% 16.125 *********
Retail (Cont'd.)
1.60% 18.500 *********
65,000 The Limited Inc.
********** 0.15% 15.000 *********
7,500 Neiman Marcus Group Inc.
112,500 0.15% 12.625 *********
9,000 Shopko Stores Inc.
113,625 5.54% 0.00
4,176,363 0.00
0.00
Technology - 5.6%
2.30% 57.625 *********
30,000 Eastman Kodak Co.
1,728,750 2.54% 54.625 *********
35,000 Minnesota Mining & Manufacturing Co.
1,911,875 0.81% 21.875 *********
28,000 Pall Corp.
612,500 5.65% 0.00
4,253,125 0.00
Telecommunications - 4.1%
1.54% 17.875 *********
65,100 Antec Corp.
1,163,663 0.20% 38.000 *********
4,000 Cellular Communications International
152,000 0.73% 28.250 *********
19,500 Commnet Cellular Inc.
550,875 0.49% 11.750 *********
31,500 General DataComm Industries Inc.
370,125 0.48% 28.875 *********
12,500 Newbridge Networks Corp.
360,938 0.41% 22.250 *********
14,000 Symmetricom Inc.
311,500 0.21% 3.938 *********
40,000 VSI Enterprises Inc.
157,500 4.07% 0.00
3,066,601 0.00
0.00
Textiles - 0.7%
0.29% 21.750 *********
10,000 Warnaco Group Inc.
217,500 0.42% 22.375 *********
14,000 Westpoint Stevens Inc.
313,250 0.70% 0.00
530,750 0.00
0.00
Tobacco - 0.5%
0.53% 26.500 *********
15,000 Mafco Consolidated Inc.
397,500 0.00
0.00
Utilities - 2.9%
1.50% 56.500 *********
20,000 American Telephone &Telegraph
1,130,000 1.44% 43.500 *********
25,000 U S West Inc.
1,087,500 2.94% 0.00
2,217,500
TOTAL COMMON STOCKS
92.67%
(Cost - $60,513,752)
********** 13.250
WARRANTS - 0.0%
Miscelaneous - 0.0%
60,000 MVR Inc. Value Support
0.00%
(Cost - $0)
1,641
13.250
FACE
AMOUNT
CORPORATE BONDS - 1.5%
Telecommunications - 1.5%
0.00% 1.103 102.250
******** Mobile Telecommunication Technology 13.50%
due 1 1.46% 0.826 86.250
(Cost - $1,000,000)
**********
0.670 60.625
CONVERTIBLE BONDS - 1.5%
Transportation - 1.5%
0.00% 1.150 102.250
******** World Corp. Inc. 7.00% due 05/15/04
1.53% 0.965 100.000
(Cost - $785,270)
1,150,000 1.228 163.000
REPURCHASE AGREEMENT - 4.1%
******** Citibank, 5.789% due 9/01/95; Proceeds at
4.16%
maturity - $3,130,503; (Fully collateralized
by
U.S. Treasury Notes 6.875% due 3/31/97;
Market value- $3,192,901)
3,130,000
TOTAL INVESTMENTS - 99.8%
99.82%
(Cost - $65,429,022)
********** 0.18%
Other Assets Less Liabilities - 0.2%
135,487 100.00%
NET ASSETS - 100%
**********
Outstanding Shares:
Class A
3,439,709
Class B
1,807,576
Class C
854
Net Asset Value:
Class A (and redemption price)
$14.36
Class B*
$14.34
Class C**
$14.35
Class A Maximum Public Offering Price Per
Share
(net asset value plus 5.26% of ne
$15.12
* Redemption price is NAV of Class B shares
reduced by a 5.00% CDSC if shares are
redeemed less than one year from
initial purchase.
**Redemption price is NAV of Class C shares
reduced by 1.00% if shares are redeemed
within the first year of purchase.
See Notes to Financial Statements.
Smith
Bar
ney
Inv
est
men
t
Fun
ds
Inc
Gro
wth
Opp
ort
uni
ty
Fun
d
Sta
tem
ent
of
Cha
nge
s
in
Net
Ass
ets
Two Months
Ended
8/31/95
(unaudited)
OPE
RAT
ION
S:
Net $20,149
investm
ent
income
Net 1,639,704
realize
d gain
on
securit
y
transac
tions
Increas 9,760,497
e in
net
unreali
zed
appreci
ation
of
investm
ents
Increas
e In
Net
Assets
From 11,420,350
Operati
ons
DIS
TRIUT
ION
TO
SHA
REH
OLD
ERS
FRO
M:
Net-
investm
ent
income
Net -
realize
d gain
on
securit
y
transac
tions
Decreas
e In
Net
Assets
from
Distrib
utions
to -
Shareho
lders
FUNd
SHA
RE
TRA
NSA
CTI
ONS
:
Net 2,699,025
proceed
s from
sales
of
shares
Net
Asset
Value
of
shares
issued
in
connect
ion
with
the
transfe
r of
net
assets
of the
61,684,039
Aggress
ive
Opportu
nity
Fund.
Cost of (478,408)
shares
reacqui
red
Increas
e In
Net
Assets
From
Fund
Share
63,904,656
Transac
tions
Inc 75,325,006
rea
se
in
Net
Ass
ets
NET
ASS
ETS
:
Beginni -
ng of
period
End of #VALUE!
period*
* $20,149
Inc
lud
es
und
ist
rib
ute
d
net
inv
est
men
t
inc
ome
of:
See Notes
to
Financial
Statements
.
Smi
th
Bar
ney
Inv
est
men
t
Fun
ds
Inc
.
Gro
wth
Opp
ort
uni
ty
Fun
d
Sta
tem For the
ent two
of months
Ope ended
rat August
ion 31,
s 1995
(un
aud
ite
d)
INV
EST
MEN
T
INC
OME
:
$262,920
Interes
t
EXP
ENS
ES:
Managem 121,679
ent
fees
Distrib 61,313
ution
costs
Shareho 16,760
lder
and
system
servici
ng fees
Shareho 15,084
lder
communi
cation
fees
Registr 10,056
ation
fees
Custodi 8,380
an fees Audit 5,027
and
legal
fees
Directo 1,676
rs'
fees
Other 2,796
fees
Total 242,771
Expense
s
Net 20,149
Inv
est
men
t
Inc
ome
REA
LIZ
ED
AND
UNR
EAL
IZE
D
GAI
N
ON
INV
EST
MEN
TS:
Realize
d Gain
From
Securit
y
Transac
tions
(exclud
ing
short-
term
securit
ies):
9,630,098
Proceeds from
sales
7,990,394
Cost of
Securit
ies
sold
Net 1,639,704
Rea
liz
ed
Gai
n
Change
in Net
Unreali
zed
Appreci
ation
of
Investm
ents:
-
Beginni
ng of
period
End 9,760,497
of
period
Inc #VALUE!
rea
se
in
Net
Unr
eal
ize
d
App
rec
iat
ion
Net #VALUE!
Gain on
Investm
ents
Inc #VALUE!
rea
se
in
Net
Ass
ets
Res
ult
ing
Fro
m
Ope
rat
ion
s
1. SIGNIFICANT ACCOUNTING POLICIES
The Smith Barney Growth Opportunity Fund ("Fund") is a
Maryland corporation, registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end
management investment company.
The significant accounting policies consistently
followed by the Fund are: (a) securities transactions are
accounted for on trade date; (b) securities traded on
national securities markets are valued at the closing prices
on such markets; securities for which no sales price was
reported and U.S. Government and Government Agency
obligations are valued at the mean between the bid and asked
prices; short-term investments that have a maturity of more
than 60 days are valued at prices based on market quotations
for securities of similar type, yield and maturity; short-
term investments that have a maturity of 60 days or less are
valued at cost plus accreted discount, or minus amortized
premium, as applicable; (c) dividend income is recorded on
the ex-dividend date and interest income is recorded on the
accrual basis; (d) gains or losses on the sale of securities
are calculated by using the specific identification method;
(e) direct expenses are charged to each class; management
fees and general fund expenses are allocated on the basis of
relative net assets; (f) dividends and distributions to
shareholders are recorded on the ex-dividend date; (g) the
Fund intends to comply with the requirements of the Internal
Revenue Code pertaining to regulated investment companies
and to make the required distributions to shareholders;
therefore, no provision for Federal income taxes has been
made.
2. MANAGEMENT AGREEMENT AND
TRANSACTIONS WITH AFFILIATED PERSONS
Smith Barney Mutual Funds Management Inc. ("SBMFM"), a
subsidiary of Smith Barney Holdings Inc. ("SBH"), acts as
investment manager of the Fund. The Fund pays SBMFM a
management fee calculated at an annual rate of 0.60% of
average daily net assets up to $500 million, 0.55% on the
next $500 million and 0.50% on average daily net assets in
excess of $1.0 billion. All fees are calculated daily and
paid monthly.
Smith Barney Inc. ("SB"), another subsidiary of SBH,
acts as distributor of Fund shares and primary broker for
its portfolio agency transactions. For the two months ended
August 31, 1995, SB received brokerage commissions of
$60,000 and sales charges of approximately on
sales of Class A shares.
There is a contingent deferred sales charge ("CDSC") of
5.00% on Class B shares if redemption occurs less than one
year from initial purchase and declines by 1.00% per year
until no CDSC is incurred. Class C shares have a 1.00% CDSC
if redemption occurs within the first year from the date
such investment was made. Any CDSC imposed on redemptions
is paid to SB. For the two months ended August 31, 1995,
there were approximately $2,000 in such changes.
Pursuant to a Distribution Plan the Fund pays a service
fee with respect to its Class A, B and C shares calculated
at the annual rate of 0.25% of the average daily net assets
for each class, respectively. The Fund also pays a
distribution fee with respect to Class B and C shares
calculated at the annual rate of 0.75% of the average daily
net assets for each class, respectively. All officers and
two directors of the Fund are employees of SB.
3. INVESTMENTS
During the two months ended August 31, 1995, the
aggregate cost of purchases and proceeds from sales of
investment (including maturities, but excluding short-term
securities) was $15,959,551 and $9,630,098
At August 31, 1995, net unrealized appreciation of
investments for Federal income tax purposes consisted of the
following:
Gross unrealized appreciation$10,860,666
Gross unrealized depreciation (1,100,169)
Net unrealized appreciation $9,760,497
4. REPURCHASE AGREEMENTS
The Fund purchases (and its custodian takes possession
of) U.S. Government Securities from banks and securities
dealers subject to agreements to resell the securities to
the sellers at a future date (generally, the next business
day) at an agreed-upon higher repurchase price. The
Portfolio requires continual maintenance of the market value
of the collateral in amounts at least equal to the
repurchase price.
5. CAPITAL SHARES
At August 31, 1995, there were two million shares of
$0.01 par value capital stock authorized. The Fund has the
ability to issue multiple classes of shares. Each share of
a class represents an identical interest and has the same
rights, except that each class bears certain expenses,
including those specifically related to the distribution of
its shares. At August 31, 1995 total paid in capital
amounted to the following for each class:
Class A Class B Class C
Total Paid in $41,757,8 $22,134,8 $12,000
Capital 01 55
Transactions in shares of each class were as
follows:
Two Months Ended
August 31, 1995
Shares Amount
Class A
Shares sold 86,245 $1,207,499
Shares issued in
connection with the
transfer of net 3,386,185 41,001,366
assets of the
Aggressive
Opportunity Fund
Shares redeemed (37,721) (451,014)
Net Increase 3,439,709 $41,757,801
Class B
Shares sold 105,416 $1,479,576
Shares issued in
connection with the
transfer of net 1,704,119 20,682,673
assets of the
Aggressive
Opportunity Fund
Shares redeemed (1,959) (27,394)
Net Increase 1,807,576 $22,134,855
Class C
Shares sold 854 $12,000
Shares issued in
connection with the
transfer of net -- --
assets of the
Aggressive
Opportunity Fund
Shares redeemed -- --
Net Increase 854 $12,000
Smi
th
Bar
ney
Man
age
d
Gro
wth
Fun
d
Sta
tem
ent
of
Cha
nge
s
in
Net
Ass
ets
For
the
Per
iod
End
ed
Aug
ust
31,
199
5
1995
OPE
RAT
ION
S:
Net $2,799,463
investm
ent
income
Net -
realize
d gain
Decreas
e in
net
unreali
zed
appreci
ation
of (1,983,638)
investm
ents
Increas #VALUE!
e In
Net
Assets
From
Operati
ons
DIS
TRI
BUT
ION
TO
SHA
REH
OLD
ERS
FRO
M:
Net -
investm
ent
income
Net -
realize
d gains
Decreas
e In
Net
Assets
From
Distrib
utions
To 0
Shareho
lders
FUN
D
SHA
RE
TRA
NSA
CTI
ONS
:
Net 450,183,486
proceed
s from
sales
Net
asset
value
of
shares
issued
for
-
reinves
tment
of
dividen
ds
Cost of (1,518,164)
shares
reacqui
red
Increas
e In
Net
Assets
From
Fund
0
Share
Transac
tions
Inc #VALUE!
rea
se
In
Net
Ass
ets
NET
ASS
ETS
:
Beginni -
ng of
period
End of #VALUE!
period
*
*In
clu
des
und
ist
rib
ute
d
net
inv
est
men
t
inc
ome
of:
$2,
799
,46
3
Smit
h
Barn
ey
Mana
ged
Grow
th
Fund
Inc.
Fina
ncia
l
High
ligh
ts
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199
s A 5
Shar (a)
es
Net ^$12
Asse .00
t
Valu
e,
Begi
nnin
g of
Peri
od
Inco
me
From
Oper
atio
ns:
^
Net 0.08
inve
stme
nt
inco
me
^
Net 0.05
real
ized
and
unre
aliz
ed
loss
on
inve
stme
nts
Tota ^
l 0.03
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^-
Net
inve
stme
nt
inco
me
^-
Net
real
ized
gain
s
Tota ^-
l
Dist
ribu
tion
s
Net ^$12
Asse .03
t
Valu
e,
End
of
Peri
od
Tota ^
l 0.25
Retu % *
rn
Net ^$14
Asse 4,77
ts, 5
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^
Expe 1.19
nses % +
^
Net 4.09
inve +
stme
nt
inco
me
Port ^
foli 2.90
o %
Turn
over
Rate
(a)
For
the
peri
od
from
June
30,
1995
(com
menc
emen
t of
oper
atio
ns)
to
Augu
st
31,
1995
(una
udit
ed).
*
Not
annu
aliz
ed,
as
the
resu
lt
my
not
be
repr
esen
tati
ve
to
the
tota
l
retu
rn
for
the
year
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Mana
ged
Grow
th
Fund
Inc.
Fina
ncia
l
High
ligh
ts
(con
tinu
ed)
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199
s B 5
Shar (a)
es
Net ^
Asse $12.
t 00
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
^
Net 0.07
inve
stme
nt
inco
me
^
Net 0.05
real
ized
and
unre
aliz
ed
loss
on
inve
stme
nts
Tota ^
l 0.02
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^-
Net
inve
stme
nt
inco
me
^-
Net
real
ized
gain
s
Tota ^-
l
Dist
ribu
tion
s
Net ^$12
Asse .02
t
Valu
e,
End
of
Peri
od
Tota ^
l 0.17
Retu % *
rn
Net ^$26
Asse 8,01
ts, 2
End
of
Peri
od
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^
Expe 1.94
nses % +
^
Net 3.34
inve +
stme
nt
inco
me
Port ^
foli 1.40
o %
Turn
over
Rate
(a)
For
the
peri
od
from
June
30,
1995
(com
menc
emen
t of
oper
atio
ns)
to
Augu
st
31,
1995
(una
udit
ed).
*
Not
annu
aliz
ed,
as
the
resu
lt
my
not
be
repr
esen
tati
ve
to
the
tota
l
retu
rn
for
the
year
.
+
Annu
aliz
ed.
Smit
h
Barn
ey
Mana
ged
Grow
th
Fund
Inc.
Fina
ncia
l
High
ligh
ts
(con
tinu
ed)
For
a
shar
e of
each
clas
s of
capi
tal
stoc
k
outs
tand
ing
thro
ugou
t
the
peri
od:
Clas ^199
s C 5
Shar (a)
es
Net ^
Asse $12.
t 00
Valu
e,
Begi
nnin
g of
Year
Inco
me
From
Oper
atio
ns:
Net 0.08
inve
stme
nt
inco
me
^
Net 0.05
real
ized
and
unre
aliz
ed
loss
on
inve
stme
nts
Tota ^
l 0.03
Inco
me
From
Oper
atio
ns
Less
Dist
ribu
tion
s
From
:
^-
Net
inve
stme
nt
inco
me
^-
Net
real
ized
gain
s
Tota ^-
l
Dist
ribu
tion
s
Net ^
Asse $12.
t 03
Valu
e,
End
of
Year
Tota ^
l 0.25
Retu % *
rn
Net ^
Asse $36,
ts, 695
End
of
Year
(000
s)
Rati
os
to
Aver
age
Net
Asse
ts:
^
Expe 1.94
nses % +
^
Net 3.99
inve +
stme
nt
inco
me
Port ^
foli 2.05
o %
Turn
over
Rate
(a)
For
the
peri
od
from
June
30,
1995
(com
menc
emen
t of
oper
atio
ns)
to
Augu
st
31,
1995
(una
udit
ed).
*
Not
annu
aliz
ed,
as
the
resu
lt
my
not
be
repr
esen
tati
ve
to
the
tota
l
retu
rn
for
the
year
.
+
Annu
aliz
ed.
^SMITH BARNEY INVESTMENT FUNDS
INC.
^SMITH BARNEY MANAGED GROWTH
FUND
^SCHEDULE OF NET ASSETS
^AUGUST 31, 1995
FACE
AMOUNT SECURITY VALUE
COMMON
STOCKS -
46.9%
Building
&
Construct
ion -
0.5%
250,000 Cameron Ashley + $2,625,00 0.00584
0
Chemicals
- - 4.6%
188,000 NCH Corp. 10,763,00
0
375,000 Schulman 9,937,500
20,700,50 0.04605
0
Computer
Software
- 0.4%
225,000 Santa Cruz Inc. + 1,757,813 0.00391
Computers
- - 1.2%
200,000 Stratus Computer + 5,600,000 0.01246
Cosmetics
- - 1.8%
275,000 Helene Curtis 8,112,500 0.01805
Electric
- - 1.6%
237,500 Lincoln Electric Class "A" 7,035,938 0.01565
Food &
Beverage
- 2.4%
315,000 Archer-Daniel-Midland 5,236,875
175,000 Dean Foods 4,637,500
93,000 Golden Enterprises 697,500
10,000 Lance Inc. 180,000
10,751,87 0.02392
5
Furniture
/Home
Product -
4.1%
305,300 Ekco Group 2,022,613
354,700 Ethan Allen Interior + 7,493,038
160,700 Forschner Group + 1,868,138
460,000 Maytag Co. 7,130,000
18,513,78 0.04119
8
Health
Care &
Drugs -
6.2%
550,000 Quantum Health + 7,012,500
275,000 U.S. Healthcare 8,800,000
150,000 Value Health + 5,193,750
230,000 Wellpoint Health Net + 6,842,500
27,848,75 0.06196
0
Iron/Stee
l - 0.1%
22,500 Flex Steel $267,188 0.00059
Manufactu
ring -
0.1%
10,000 Lesco 143,750 0.00032
Manufactu
red
Housing -
0.7%
180,000 Skyline 3,172,500 0.00706
Mining/Me
tals -
0.3%
42,600 Ashland Coal 1,230,075 0.00274
Office
Equipment
and
Supplies
- 0.1%
16,700 Hunt Manufacturing 227,538 0.00051
Oil
Products
&
Marketing
- 5.3%
200,000 Amerada Hess 9,475,000
300,000 Holly Corp. 6,787,500
10,000 J. Ray McDermott + 235,000
94,100 Pennzoil 4,140,400
234,100 Wizer OIl 3,277,400
23,915,30 0.05321
0
Publishin
g/Printin
g - 1.6%
300,000 McClatchy Newspapers 6,712,500
1,500 New York Times Class "A" 37,313
14,600 Torstar 220,022
6,969,835 0.01551
Rails &
Trucks -
1.4%
50,000 Brenco 587,500
480,000 Union Switch & Signal + 5,880,000
6,467,500 0.01439
Retail-
General
Merchandi
sing 2.0%
1,125,000 Caldor + 8,718,750
23,000 Strawbridge 419,750
9,138,500 0.02033
Retail -
Specialty
- 3.7%
410,000 Armor All 6,662,500
126,600 Blair Corp. 4,225,275
610,000 TBC Inc. Pooled + 5,795,000
16,682,77 0.03712
5
Specializ
ed
Services
- 0.5%
100,000 Rollins Inc. $2,387,50 0.00531
0
Telephone
- - 1.9%
302,900 Century Telephone 8,443,338 0.01878
Textile -
0.3%
60,000 Haggar 1,162,500 0.00259
Tobacco -
1.9%
320,000 UST Incorporated Family US 8,720,000 0.0194
Tabacco Co.
Transport
ation -
2.1%
250,000 Airborne Freight 5,093,750
174,200 Pittston Services Group 4,420,325
9,514,075 0.02117
Truckers
- - 2.1%
37,500 Builders Transport + 445,313
250,000 Frozen Food Express 2,625,000
440,000 Yellow Freight System 6,215,000
9,285,313 0.02066
TOTAL COMMON STOCKS
(Cost - $212,657,485) 210,673,8
47
FACE
AMOUNT
SHORT
TERM
INSTRUMEN
TS -
54.5%
Federal Home Loan Bank 5.67% due 45,000,00 0.10012
9/1/95 0
Federal Home Loan Mortgage 49,968,44
Assoc. 5.68% due 9/5/95 5
Federal Home Loan Mortgage 49,960,69
Assoc. 5.66% due 9/6/95 4
Federal Home Loan Mortgage 49,945,16
Assoc. 5.64% due 9/8/95 7
Federal Home Loan Mortgage 49,944,87
Assoc. 5.67% due 9/8/95 5
TOTAL SHORT TERM INSTRUMENTS 244,819,1
81
(Cost -$248,044,181)
REPURCHAS
E
AGREEMENT
- 0.7%
$3,225,00 Citibank Securities, 5.79% due 0.00717
0 9/01/95; Proceeds at maturity -
$3,225,519 (Fully collateralized
by U.S. Treasury Bill 6.875%
due 3/31/97 Market value - $3,225,00
$3,289,810) 0
TOTAL INVESTMENTS - 102.1% 0.57599
(Cost -$ 463,926,666 (a)) 458,718,0
28
Liabilities Less Other Assets - (9,236,88 -
(2.1%) 1) 0.02055
NET ASSETS - 100% $449,481,
147
Outstanding Shares:
Class A 12,032,27
2
Class B 22,303,43
9
Class C 3,050,248
Net Asset Value:
Class A (and redemption price) $12.03
Class B * $12.02
Class C ** $12.03
Class A Maximum Public Offering
Price Per Share
(net asset value plus $12.66
5.26% of net asset value per
share)
+ Non-Income Producing
Securities
(A) Aggregate Cost For Federal
Income Tax Purpose is
substantially the same.
* Redemption price is NAV of
Class B shares reduced by 5.00%
if shares are
redeemed less than one
year fom initial pruchase and
declines by 1.00% per
year until no CDSC is
incurred.
** Redemption price is NAV of
Class C shares reduced by 1.00%
which applies if
shares are redeemed
within the first year of
purchase.
Smit
h
Barn
ey
Mana
ged
Grow
th
Fund
Stat
emen For the
t of Two
Oper Months
atio Ended
ns August
31,
1995
INVE
STME
NT
INCO
ME:
Interes $3,624,790
t
Dividen 442,519
ds
Total 4,067,309
Investm
ent
Income
EXPE
NSES
:
Managem 653,797
ent fee
(Note
2)
Distrib 543,470
ution
costs
(Note
2)
Shareho 25,594
lder
and
system
servici
ng
agent
fees
Registr 17,325
ation
fees
Shareho 12,096
lder
communi
cations
Custody 8,253
Audit 4,224
and
legal
Trustee 1,890
s' fees
Other 1,197
Total 1,267,846
Expense
s
Net 2,799,463
Inve
stme
nt
Inco
me
REAL
IZED
AND
UNRE
ALIZ
ED
GAIN
ON
INVE
STME
NTS:
Realize
d Gain
(Loss)
From:
-
Secruti
y
transac
tions
(exclud
ing
short-
term
securit
ies)
-
Written
options
-
Foreign
currenc
y
transac
tions
Net 0
Realize
d Gain
Change
in Net
Unreali
zed
Appreci
ation
of
Investm
ents
and
Options
Written
:
-
Beginni
ng of
period
End (1,983,638)
of
period
Increas #VALUE!
e in
Net
Unreali
zed
Appreci
ation
Net #VALUE!
Gain
on
Inve
stme
nts,
Opti
ons
and
Fore
ign
Curr
enci
es
#VALUE!
Incr
ease
in
Net
Asse
ts
From
Oper
atio
ns
1. SIGNIFICANT ACCOUNTING POLICIES
The Smith Barney Managed Growth Fund ("Fund") is a
Maryland corporation, registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end
management investment company.
The significant accounting policies consistently
followed by the Fund are: (a) securities transactions are
accounted for on trade date; (b) securities traded on
national securities markets are valued at the closing prices
on such markets; securities for which no sales price was
reported and U.S. Government and Government Agency
obligations are valued at the mean between the bid and asked
prices; short-term investments that have a maturity of more
than 60 days are valued at prices based on market quotations
for securities of similar type, yield and maturity; short-
term investments that have a maturity of 60 days or less are
valued at cost plus accreted discount, or minus amortized
premium, as applicable; (c) dividend income is recorded on
the ex-dividend date and interest income is recorded on the
accrual basis; (d) gains or losses on the sale of securities
are calculated by using the specific identification method;
(e) direct expenses are charged to each class; management
fees and general fund expenses are allocated on the basis of
relative net assets; (f) dividends and distributions to
shareholders are recorded on the ex-dividend date; (g) the
Fund intends to comply with the requirements of the Internal
Revenue Code pertaining to regulated investment companies
and to make the required distributions to shareholders;
therefore, no provision for Federal income taxes has been
made.
2. MANAGEMENT AGREEMENT AND
TRANSACTIONS WITH AFFILIATED PERSONS
Smith Barney Mutual Funds Management Inc. ("SBMFM"), a
subsidiary of Smith Barney Holdings Inc. ("SBH"), acts as
investment manager of the Fund. The Fund pays SBMFM a
management fee calculated at an annual rate of 0.60% of
average daily net assets up to $500 million, 0.55% on the
next $500 million and 0.50% on average daily net assets in
excess of $1.0 billion. All fees are calculated daily and
paid monthly.
Smith Barney Inc. ("SB"), another subsidiary of SBH,
acts as distributor of Fund shares and primary broker for
its portfolio agency transactions. For the two months ended
August 31, 1995, SB received brokerage commissions of
approximately $83,448 and sales charges of approximately
$54,000 on sales of Class A shares.
There is a contingent deferred sales charge ("CDSC") of
5.00% on Class B shares if redemption occurs less than one
year from initial purchase and declines by 1.00% per year
until no CDSC is incurred. Class C shares have a 1.00% CDSC
if redemption occurs within the first year from the date
such investment was made. Any CDSC imposed on redemptions
is paid to SB. For the two months ended August 31, 1995,
there were approximately $ in such changes.
Pursuant to a Distribution Plan the Fund pays a service
fee with respect to its Class A, B and C shares calculated
at the annual rate of 0.25% of the average daily net assets
for each class, respectively. The Portfolio also pays a
distribution fee with respect to Class B and C shares
calculated at the annual rate of 0.75% of the average daily
net assets for each class, respectively. All officers and
two directors of the Fund are employees of SB.
3. INVESTMENTS
During the two months ended August 31, 1995, the
aggregate cost of purchases and proceeds from sales of
investment (including maturities, but excluding short-term
securities) was and respectively.
At August 31, 1995, net unrealized appreciation of
investments for Federal income tax purposes consisted of the
following:
Gross unrealized appreciation $6,143,356
Gross unrealized depreciation (8,162,993)
Net unrealized appreciation $1,983,637
4. REPURCHASE AGREEMENTS
The Fund purchases (and its custodian takes possession
of) U.S. Government Securities from banks and securities
dealers subject to agreements to resell the securities to
the sellers at a future date (generally, the next business
day) at an agreed-upon higher repurchase price. The
Portfolio requires continual maintenance of the market value
of the collateral in amounts at least equal to the
repurchase price.
5. CAPITAL SHARES
At August 31, 1995, there were two million shares of
$0.01 par value capital stock authorized. The Fund has the
ability to issue multiple classes of shares. Each share of
a class represents an identical interest and has the same
rights, except that each class bears certain expenses,
including those specifically related to the distribution of
its shares. At August 31, 1995 total paid in capital
amounted to the following for each class:
Class A Class B Class C
Total Paid in $144,278, $267,439, $36,573,8
Capital 322 298 43
Transactions in shares of each class were as follows:
Two Months Ended
August 31, 1995
Shares Amount
Class A
Shares sold 12,085,029 $145,035,963
Shares issued in
connection with the
transfer of net -- --
assets of the
Aggressive
Opportunity Fund
Shares redeemed 52,757 $636,319
Net Increase 12,032,272 $144,398,644
Class B
Shares sold 22,359,843 $268,341,398
Shares issued in
connection with the
transfer of net -- --
assets of the
Aggressive
Opportunity Fund
Shares redeemed 56,405 $679,067
Net Increase 22,303,439 $267,662,332
Class C
Shares sold 3,067,044 $36,807,124
Shares issued in
connection with the
transfer of net -- --
assets of the
Aggressive
Opportunity Fund
Shares redeemed 16,795 $202,779
Net Increase 3,050,248 $36,604,346
SMITH BARNEY INVESTMENT FUNDS INC.
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
Interim financial statements for the period ended September
30, 1995.
(b) Exhibits
All references are to the Registrant's registration
statement on Form N-1A (the "Registration Statement") as
filed with the SEC on October 2, 1981 (File Nos. 2-74288 and
811-3275).
(1) Articles of Restatement dated September 17, 1993 to
Registrant's Articles of Incorporation dated September 28,
1981, Articles of Amendment dated October 14, 1994, Articles
Supplementary, Articles of Amendment dated October 14,
1994, Articles Supplementary, Articles of Amendments and
Certificates of Correction dated November 7, 1994, are
incorporated by referene to Post-Effective Amendment No. 37
to the Registration Statement filed on November 7, 1994
("Post Effective Amendment No. 37").
(2) Registrant's By-Laws, as amended on September 30, 1992
are incorporated by reference to Post-Effective Amendment
No. 30 to the Registration Statement filed on April 30,
1993.
(3) Not Applicable.
(4) Registrant's form of stock certificate for Class A,
Class B and Class D are incorporated by reference to Post-
Effective Amendment No. 27 to the Registration Statement
filed on October 23, 1992.
(5) (a) Investment Advisory Agreement dated July 30, 1993,
between the Registrant on behalf of Smith Barney Investment
Grade Bond Fund, Smith Barney Government Securities Fund and
Smith Barney Special Equities Fund and Green Street Advisors
is incorporated by reference to the Registration Statement
filed on Form N-14 on September 2, 1993, File No. 33-50153.
(b) Investment Advisory Agreement dated April 8,
1994, between the Registrant on behalf of Smith Barney
European Fund and Smith Barney Advisers, Inc. is
incorporated by reference to Post-Effective Amendment No. 35
to the Registration Statement filed on June 23, 1994.
(c) Investment Advisory Agreements on behalf of Smith
Barney Growth Opportunity Fund and Smith Barney Managed
Growth Fund is incorporated by reference to Post-Effective
Amendment No. 40 filed on June 27, 1995.
(6) (a) Distribution Agreement dated July 30, 1993, between
the Registrant and Smith Barney Shearson Inc. is
incorporated by reference to the registration statement
filed on Form N-14 on September 2, 1993. File 33-50153.
(b) Supplement to the Distribution Agreement between
the Registrant and Smith Barney Inc. on behalf of Smith
Barney Growth Opportunity Fund and Smith Managed Growth Fund
will be filed by amendment.
(c) Form of Distribution Agreement between the
Registrant and PFS Distributors on behalf of Smith Barney
Investment Funds Inc. is incorporated by reference to Post-
Effective Amendment No. 40 filed on June 27, 1995.
(7) Not Applicable.
(8)(a) Custodian Agreement with Boston Safe Deposit and
Trust Company is incorporated by reference to Post-Effective
Amendment No.20 as filed on September 6, 1988.
(b) Custodian Agreement with PNC Bank, National
Associates will be filed by amendment.
(9)(a) Administration Agreement dated May 5, 1994, between
the Registrant, SBA and The Boston Boston Company Advisors,
Inc. is incorporated by reference to Post-Effective
Amendment No. 37.
(c) Transfer Agency and Registrar Agreement dated
August 5, 1993 with The Shareholder Services Group, Inc.
("TSSG") is incorporated by reference to Post-Effective
Amendment No. 31 as filed on December 22, 1993 ("Post-
Effective Amendment No. 31").
(d) Supplement to the Transfer Agency and Registrar
Agreement between the Registrant and TSSG on behalf of Smith
Barney Growth Opportunity Fund and Smith Barney Managed
Growth Fund will be filed by amendment.
(e) Sub-Transfer Agency Agreement between the
Registrant and PFS Shareholders Services on behalf of Smith
Barney Investment Funds Inc. is incorporated by reference to
Post-Effective Amendment No. 4o filed on June 27, 1995.
(10) Not applicable
(11) Not applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) (a) Amended Services and Distribution Plans pursuant to
Rule 12b-1 between the Registrant on behalf of Smith Barney
Invest Grade Bond Fund, Smith Barney Government Securities
Fund, Smith Barney Special Equities Fund and Smith Barney
European Fund and Smith Barney, Inc. ("Smith Barney") are
incorporated by reference to Post-Effective Amendment No.
37.
(b) Form of Services and Distribution Plans pursuant
to Rule 12b-1 between the Registrant
on behalf of Smith Barney Growth Opportunity Fund and Smith
Barney Managed Growth Fund is incorporated by reference to
Post-Effective Amendment No. 40 filed on June 27, 1995.
(16) Performance Date is incorporated by reference to Post-
Effective Amendment No. 22 as filed on May 1, 1989.
(17) Powers of Attorney are incorporated by reference to
Post-Effective Amendment No. 31.
(18) Plan pursuant to Rule 18f-3 is filed herewith.
Item 25 Persons Controlled by or Under Common Control with
Registrant
None.
Item 26. Number of Holders of Securities
(2) (1)
Number of Record Holders as of September 30, 1995 Title of
Class
Common Stock par value Class A Class B
Class C
$.001 per share
Special Equities
Fund 17,625 15,634 311
Investment Grade
Bond Fund 15,628 15,997 131
Government
Securities Fund 31,281 11,514
60
Item 27. Indemnification
The response to this item is incorporated by reference
to Pre-
Effective Amendment No. 1 to the registration statement
filed on Form N-14
on October 8, 1993 (File No. 33-50153).
Item 28(a). Business and Other Connections of Investment
Adviser
Investment Adviser - - Smith Barney Mutual Funds Management
Inc., formerly
known as Smith Barney Advisers, Inc. ("SBMFM")
SBMFM was incorporated in December 1968 under the laws of
the State of
Delaware. SBMFM is a wholly owned subsidiary of Smith Barney
Holdings Inc.
("Holdings") (formerly known as Smith Barney Shearson
Holdings Inc.), which
in turn is a wholly owned subsidiary of Travelers Group
Inc. (formerly known
as Primerica Corporation) ("Travelers"). SBMFM is
registered as an
investment adviser under the Investment Advisers Act of 1940
(the "Advisers
Act").
The list required by this Item 28 of officers and directors
of SBMFM
together with information as to any other business,
profession, vocation or
employment of a substantial nature engaged in by such
officers and
directors during the past two years, is incorporated by
reference to
Schedules A and D of FORM ADV filed by SBMFM pursuant to the
Advisers Act
(SEC File No. 801-8314).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as
distributor for Smith
Barney Managed Municipals Fund Inc., Smith Barney New York
Municipals Fund
Inc., Smith Barney California Municipals Fund Inc., Smith
Barney
Massachusetts Municipals Fund, Smith Barney Global
Opportunities Fund,
Smith Barney Aggressive Growth Fund Inc., Smith Barney
Appreciation Fund
Inc., Smith Barney Principal Return Fund, Smith Barney
Managed Governments
Fund Inc., Smith Barney Income Funds, Smith Barney Equity
Funds, Smith
Barney Investment Funds Inc., Smith Barney Precious Metals
and Minerals
Fund Inc., Smith Barney Telecommunications Trust, Smith
Barney Arizona
Municipals Fund Inc., Smith Barney New Jersey Municipals
Fund Inc., The USA
High Yield Fund N.V., Garzarelli Sector Analysis Portfolio
N.V., Smith
Barney Fundamental Value Fund Inc., Smith Barney Series
Fund, Consulting
Group Capital Markets Funds, Smith Barney Income Trust,
Smith Barney
Adjustable Rate Government Income Fund, Smith Barney Florida
Municipals
Fund, Smith Barney Oregon Municipals Fund, Smith Barney
Funds, Inc., Smith
Barney Muni Funds, Smith Barney World Funds, Inc., Smith
Barney Money
Funds, Inc., Smith Barney Tax Free Money Fund, Inc., Smith
Barney Variable
Account Funds, Smith Barney U.S. Dollar Reserve Fund
(Cayman), Worldwide
Special Fund, N.V., Worldwide Securities Limited, (Bermuda),
Smith Barney
International Fund (Luxembourg) and various series of unit
investment
trusts.
Smith Barney is a wholly owned subsidiary of Holdings.
On June 1, 1994, Smith Barney changed its name from Smith
Barney Shearson Inc. to its current name. The information
required by this Item 29 with respect to each director,
officer and partner of Smith Barney is incorporated by
reference to Schedule A of FORM BD filed by Smith Barney
pursuant to the Securities Exchange Act of 1934 (SEC File
No. 812-8510).
11/4/94
Item 30. Location of Accounts and Records
(1) Smith Barney Investment Funds Inc.
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(3) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, PA
(4) The Shareholder Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
The Registrant hereby undertakes to furnish to each
person to whom a
prospectus of any series of the Registrant is delivered a
copy of the
Registrant's latest annual report, upon request and without
charge.
485(b) Certification
The Registrant hereby certifies that it meets all
requirements for
effectiveness pursuant to Rule 485(b) under the Securities
Act of 1933, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as
amended, and the Investment Company Act of 1940, as amended,
the
Registrant, SMITH BARNEY INVESTMENT FUNDS INC., has duly
caused
this Amendment to the Registration Statement to be signed on
its
behalf by the undersigned, thereunto duly authorized, all in
the
City of New York, State of New York on the 10th day of January
1996.
SMITH BARNEY INVESTMENT FUNDS INC.
By: /s/ Heath B.
McLendon*
Heath B. McLendon
Chief Executive
Officer
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of
1933, as
amended, this Amendment to the Registration Statement has
been
signed below by the following persons in the capacities and
on the
dates indicated.
Signature Title
/s/ Heath B. McLendon* Chairman of the Board
1/10/96
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone* Senior Vice President and
1/10/96
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Paul R. Ades * Director
Paul R. Ades
1/10/96
/s/ Herbert Barg* Director
Herbert Barg
1/10/96
/s/ Alger B. Chapman* Director
Alger B. Chapman
1/10/96
/s/ Dwight B. Crane* Director
Dwight B. Crane
1/10/96
/s/ Frank Hubbard* Director
Frank Hubbard
1/10/96
/s/ Allan R. Johnson* Director
Allan R. Johnson
1/10/96
/s/ Ken Miller* Director
Ken Miller
1/10/96
/s/ John F. White* Director
John F. White
1/10/96
*Signed by Lee D. Augsburger, their duly authorized attorney-
in-
fact, pursuant to power of attorney dated November 3, 1994.
/s/ Lee D. Augsburger
Lee D. Augsburger
EXHIBITS
Exhibit No. Description of Exhibits
1 Cover Letter to SEC
2 Interim Financial Statements
3 Plan pursuant to Rule 18f-3
EXHIBIT 18
Rule 18f-3 (d) Multiple Class Plan
for Smith Barney Mutual Funds
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d)
of
the Investment Company Act of 1940, as amended (the "1940
Act").
The purpose of the Plan is to restate the existing
arrangements
previously approved by the Boards of Directors and Trustees
of
certain of the open-end investment companies set forth on
Schedule A (the "Funds" and each a "Fund") distributed by
Smith
Barney Inc. ("Smith Barney") under the Funds' existing order
of
exemption (Investment Company Act Release Nos. 20042
(January 28,
1994) (notice) and 20090 (February 23, 1994)). Shares of
the
Funds are distributed pursuant to a system (the "Multiple
Class
System") in which each class of shares (a "Class") of a Fund
represents a pro rata interest in the same portfolio of
investments of the Fund and differs only to the extent
outlined
below.
I. Distribution Arrangements and Service Fees
One or more Classes of shares of the Funds are offered for
purchase by investors with the following sales load
structure.
In addition, pursuant to Rule 12b-1 under the 1940 Act (the
"Rule"), the Funds have each adopted a plan (the "Services
and
Distribution Plan") under which shares of the Classes are
subject
to the services and distribution fees described below.
1. Class A Shares
Class A shares are offered with a front-end sales load and
under
the Services and Distribution Plan are subject to a service
fee
of up to 0.25% of average daily net assets. In addition,
the
Funds are permitted to asses a contingent deferred sales
charge
("CDSC") on certain redemptions of Class A shares sold
pursuant
to a complete waiver of front-end sales loads applicable to
large
purchases, if the shares are redeemed within one year of the
date
of purchase. This waiver applies to sales of Class A shares
where the amount of purchase is equal to or exceeds $500,000
although this amount may be changed in the future.
2. Class B Shares
Class B shares are offered without a front-end sales load,
but
are subject to a five-year declining CDSC and under the
Services
and Distribution Plan are subject to a service fee at an
annual
rate of up to 0.25% of average daily net assets and a
distribution fee at an annual rate of up to 0.75% of average
daily net assets.
3. Class C Shares
Class C shares are offered without a front-end load, but are
subject to a one-year CDSC and under the Services and
Distribution Plan are subject to a service fee at an annual
rate
of up to 0.25% of average daily net assets and a
distribution fee
at an annual rate of up to 0.75% of average daily net
assets.
Unlike Class B shares, Class C shares do not have the
conversion
feature as discussed below and accordingly, these shares are
subject to a distribution fee for an indefinite period of
time.
The Funds reserve the right to impose these fees at such
higher
rates as may be determined.
4. Class Y Shares
Class Y shares are offered without impositions of either a
sales
charge or a service or distribution fee for investments
where the
amount of purchase is equal to or exceeds $5 million.
5. Class Z Shares
Class Z shares are offered without imposition of either a
sales
charge or a service or distribution fee for purchase (i) by
employee benefit and retirement plans of Smith Barney and
its
affiliates, (ii) by certain unit investment trusts sponsored
by
Smith Barney and its affiliates, and (iii) although not
currently
authorized by the governing boards of the Funds, when and if
authorized, (x) by employees of Smith Barney and its
affiliates
and (y) by directors, general partners or trustees of any
investment company for which Smith Barney serves as a
distributor
and, for each of (x) and (y), their spouses and minor
children.
6. Additional Classes of Shares
The Boards of Directors and Trustees of the Funds have the
authority to create additional classes, or change existing
Classes, from time to time, in accordance with Rule 18f-3 of
the
1940 Act.
II. Expense Allocations
Under the Multiple Class System, all expenses incurred by a
Fund
are allocated among the various Classes of shares based on
the
net assets of the Fund attributable to each Class, except
that
each Class's net assets value and expenses reflect the
expenses
associated with that Class under the Fund's Services and
Distribution Plan, including any costs associated with
obtaining
shareholder approval of the Services and Distribution Plan
(or an
amendment thereto) and any expenses specific to that Class.
Such
expenses are limited to the following:
(I) transfer agency fees as identified by the transfer
agent as being attributable to a specific Class;
(ii) printing and postage expenses related to
preparing and
distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders;
(iii) Blue Sky registration fees incurred by a Class
of
shares;
(iv) Securities and Exchange Commission registration
fees
incurred by a Class of shares;
(v) the expense of administrative personnel and
services as
required to support the shareholders of a specific Class;
(vi) litigation or other legal expenses relating
solely to
one Class of shares; and
(vii) fees of members of the governing boards of the
funds
incurred as a result of issues relating to one Class of
shares.
Pursuant to the Multiple Class System, expenses of a Fund
allocated to a particular Class of shares of that Fund are
borne
on a pro rata basis by each outstanding share of that Class.
III. Conversion Rights of Class B Shares
All Class B shares of each Fund will automatically convert
to
Class A shares after a certain holding period, expected to
be, in
most cases, approximately eight years but may be shorter.
Upon
the expiration of the holding period, Class B shares (except
those purchases through the reinvestment of dividends and
other
distributions paid in respect of Class B shares) will
automatically convert to Class A shares of the Fund at the
relative net asset value of each of the Classes, and will,
as a
result, thereafter be subject to the lower fee under the
Services
and Distribution Plan. For purposes of calculating the
holding
period required for conversion, newly created Class B shares
issued after the date of implementation of the Multiple
Class
System are deemed to have been issued on (i) the date on
which
the issuance of the Class B shares occurred or (ii) for
Class B
shares obtained through an exchange, or a series of
exchanges,
the date on which the issuance of the original Class B
shares
occurred.
Shares purchased through the reinvestment of dividends and
other
distributions paid in respect of Class B shares are also
Class B
shares. However, for purposes of conversion to Class A, all
Class B shares in a shareholder's Fund account that were
purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares (and that
have
not converted to Class A shares as provided in the following
sentence) are considered to be held in a separate sub-
account.
Each time any Class B shares in the shareholder's Fund
account
(other than those in the sub-account referred to in the
preceding
sentence) convert to Class A, a pro rata portion of the
Class B
shares then in the sub-account also converts to Class A.
The
portion is determined by the ratio that the shareholder's
Class B
shares converting to Class A bears to the shareholder's
total
Class B shares not acquired through dividends and
distributions.
The conversion of Class B shares to Class A shares is
subject to
the continuing availability of a ruling of the Internal
Revenue
Service that payment of different dividends on Class A and
Class
B shares does not result in the Fund's dividends or
distributions
constituting "preferential dividends" under the Internal
Revenue
Code of 1986, as amended (the "Code"), and the continuing
availability of an opinion of counsel to the effect that the
conversion of shares does not constitute a taxable event
under
the Code. The conversion of Class B shares to Class A
shares may
be suspended if this opinion is no longer available, In the
event that conversion of Class B shares of not occur, Class
B
shares would continue to be subject to the distribution fee
and
any incrementally higher transfer agency costs attending the
Class B shares for an indefinite period.
IV. Exchange Privileges
Shareholders of a Fund may exchange their shares at net
asset
value for shares of the same Class in certain other of the
Smith
Barney Mutual Funds as set forth in the prospectus for such
Fund.
Class A shareholders who wish to exchange all or part of
their
shares for Class A shares of a Fund sold subject to a sales
charge equal to or lower that that assessed with respect to
the
shares of the Fund being exchanged may do so without paying
a
sales charge. Class A shareholders of a Fund who wish to
exchange all or part of their shares for Class A shares of a
Fund
sold subject to a sales charge higher than that assessed
with
respect to the shares of the Fund being exchanged are
charged the
appropriate "sales charge differential." Funds only permit
exchanges into shares of money market funds having a plan
under
the Rule if, as permitted by paragraph (b) (5) of Rule 11a-3
under the 1940 Act, either (i) the time period during which
the
shares of the money market funds are held is included in the
calculations of the CDSC or (ii) the time period is not
included
but the amount of the CDSC is reduced by the amount of any
payments made under a plan adopted pursuant to the Rule by
the
money market funds with respects to those shares.
Currently, the
Funds include the time period during which shares of the
money
market fund are held in the CDSC period. The exchange
privileges
applicable to all Classes of shares must comply with Rule
11a-3
under the 1940 Act.
Smith Barney Sponsored Investment Companies
Operating under Rule 18f-3 - Schedule A
(as of August 25, 1995)
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund
Smith Barney Equity Funds -
Smith Barney Strategic Investors Fund
Smith Barney Growth and Income Fund
Smith Barney Florida Municipals Fund
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc. -
Income and Growth Portfolio
Utilities Portfolio
Income Return Account Portfolio
Monthly Payment Government Portfolio
Short-Term U.S. Treasury Securities Portfolio
U.S. Government Securities Portfolio
Smith Barney Income Funds -
Smith Barney Premium Total Return Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney High Income Fund
Smith Barney Tax-Exempt Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney Utilities Fund
Smith Barney Income Trust -
Smith Barney Limited Maturity Municipals Fund
Smith Barney Limited Maturity Treasury Fund
Smith Barney Intermediate Maturity
California Municipals Fund
Smith Barney Intermediate Maturity
New York Municipals Fund
Smith Barney Investment Funds Inc. -
Smith Barney Special Equities Fund
Smith Barney Government Securities Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Institutional Cash Management Fund Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc. -
Cash Portfolio
Government Portfolio
Retirement Portfolio
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Muni Funds -
California Portfolio
California Limited Portfolio
California Money Market Portfolio
Florida Portfolio
Florida Limited Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New Jersey Portfolio
New York Portfolio
New York Money Market Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney New York Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Precious Metals and Minerals Fund Inc.
Smith Barney Telecommunications Trust -
Smith Barney Telecommunications Growth Fund
Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
International Equity Portfolio
International Balanced Portfolio
European Portfolio
Pacific Portfolio
Global Government Bond Portfolio
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