_____________, 2000
Smith Barney Small Cap Growth Fund
388 Greenwich Street
New York, New York 10013
Small Cap Fund
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal
income tax consequences to (a) Concert Investment Series, a
Massachusetts business trust (the "Acquired Trust"), on behalf of
Small Cap Fund (the "Acquired Fund"), a separate series of the
Acquired Trust, (b) Smith Barney Investment Funds Inc., a Maryland
corporation (the "Acquiring Corporation"), on behalf of Smith
Barney Small Cap Growth Fund (the "Acquiring Fund"), a separate
series of the Acquiring Corporation, and (c) holders of shares of
beneficial interest in the Acquired Fund ("Acquired Fund
Shareholders") when Acquired Fund Shareholders receive voting
shares of common stock of the Acquiring Fund (the "Acquiring Fund
Shares") in exchange for their interests in the Acquired Fund
pursuant to an acquisition by the Acquiring Fund of all or
substantially all of the assets of the Acquired Fund in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring
Fund of all of the liabilities of the Acquired Fund (the
"Reorganization"), all pursuant to that certain Agreement and Plan
of Reorganization (the "Plan"), dated ________, 2000 (the
"Effective Date"), between the Acquired Trust, on behalf of the
Acquired Fund, and the Acquiring Corporation, on behalf of the
Acquiring Fund.
We have reviewed such documents and materials as we have
considered necessary for the purpose of rendering this opinion.
In rendering this opinion, we have assumed that such documents as
yet unexecuted will, when executed, conform in all material
respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all
signatures, the capacity of each party executing a document to so
execute that document, the authenticity of all documents submitted
to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
We have made inquiry as to the underlying facts which we
considered to be relevant to the conclusions set forth in this
letter. The opinions expressed in this letter are based upon
certain factual statements relating to the Acquired Fund and the
Acquiring Fund set forth in the Registration Statement on Form N-
14 (the "Registration Statement") filed by the Acquiring Fund with
the Securities and Exchange Commission and representations made in
letters from the Acquired Fund and the Acquiring Fund addressed to
us for our use in rendering this opinion. We have no reason to
believe that these representations and facts are not valid, but we
have not attempted to verify independently any of these
representations and facts, and this opinion is based upon the
assumption that each of them is accurate. Capitalized terms used
herein and not otherwise defined shall have the meaning given them
in the Registration Statement.
The conclusions expressed herein are based upon the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury
regulations issued thereunder, published rulings and procedures of
the Internal Revenue Service and judicial decisions, all as in
effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal
income tax purposes:
(a) the transfer of all or substantially all of the
Acquired Fund's assets in exchange for the Acquiring
Fund Shares and the assumption by the Acquiring Fund
of the liabilities of the Acquired Fund, and the
distribution of such Acquiring Fund Shares to
shareholders of the Acquired Fund in exchange for
their shares of the Acquired Fund, will constitute a
"reorganization" within the meaning of
Section 368(a)(1) of the Code, and the Acquiring Fund
and the Acquired Fund are each a "party to a
reorganization" within the meaning of Section 368(b)
of the Code;
(b) no gain or loss will be recognized by the Acquiring
Fund on the receipt of the assets of the Acquired Fund
in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund;
(c) no gain or loss will be recognized by the Acquired
Fund upon the transfer of the Acquired Fund's assets
to the Acquiring Fund in exchange for the Acquiring
Fund Shares and the assumption by the Acquiring Fund
of liabilities of the Acquired Fund or upon the
distribution (whether actual or constructive) of the
Acquiring Fund Shares to the Acquired Fund
Shareholders in exchange for their shares of the
Acquired Fund;
(d) no gain or loss will be recognized by the Acquired
Fund Shareholders upon the exchange of their shares of
the Acquired Fund for the Acquiring Fund Shares or
upon the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund;
(e) the aggregate tax basis for the Acquiring Fund Shares
received by each of the Acquired Fund Shareholders
pursuant to the Reorganization will be the same as the
aggregate tax basis of the shares of the Acquired Fund
held by such shareholder immediately prior to the
Reorganization, and the holding period of the
Acquiring Fund Shares to be received by each Acquired
Fund Shareholder will include the period during which
the shares of the Acquired Fund exchanged therefor
were held by such shareholder (provided that such
Acquired Fund shares were held as capital assets on
the date of such Reorganization); and
(f) the tax basis of the Acquired Fund's assets acquired
by the Acquiring Fund will be the same as the tax
basis of such assets to the Acquired Fund immediately
prior to the Reorganization, and the holding period of
the assets of the Acquired Fund in the hands of the
Acquiring Fund will include the period during which
those assets were held by the Acquired Fund.
Very truly yours,
