Exhibit 11
July 14, 2000
Smith Barney Investment Funds Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Investment Funds Inc., a Maryland
corporation (the "Smith Barney Corporation"), in connection with the proposed
acquisition by the Smith Barney Corporation, on behalf of its series, Smith
Barney Government Securities Fund (the "Smith Barney Fund"), of all or
substantially all of the assets and liabilities of CitiFunds Intermediate
Income Portfolio (the "CitiFund"), a series of the CitiFunds Fixed Income
Trust, a Massachusetts business trust (the "CitiFund Trust"), in exchange for
voting shares of the corresponding classes of the common stock of the Smith
Barney Fund (the "Shares"), pursuant to an Agreement and Plan of Reorganization
between the CitiFund Trust, on behalf of the CitiFund, and the Smith Barney
Corporation, on behalf of the Smith Barney Fund (the "Plan").
We have examined the Smith Barney Corporation's Registration Statement on Form
N14 substantially in the form in which it is to become effective (the
"Registration Statement"), the Smith Barney Corporation's Articles of
Incorporation and Bylaws, each as amended, and the Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with originals of all documents submitted to
us as copies. We have further assumed that the Plan constitutes the legal,
valid and binding obligation of each of the CitiFund Trust and the CitiFund,
enforceable against each of the CitiFund Trust and the CitiFund in accordance
with its terms.
We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than
the laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
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imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including the State of Maryland) or the United States of America. In rendering
the opinions herein, we assume that there will be no material changes in the
facts and conditions on which we base such opinions between the date hereof and
the time of issuance of Shares pursuant to the Plan.
Based upon the foregoing, we are of the opinion that:
(a) The Smith Barney Corporation is a duly organized, validly existing
corporation under the laws of the State of Maryland; and
(b) The Shares of the Smith Barney Fund to be issued as contemplated in
the Plan have been duly authorized, and, subject to the receipt by
the Smith Barney Corporation of consideration equal to the net asset
value thereof (but in no event less than the par value thereof),
when issued in accordance with the Plan, will be validly issued,
fully paid and nonassessable Shares of the Smith Barney Fund under
the laws of the State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the Smith
Barney Corporation or any distributor or dealer in connection with the
registration or qualification of the Smith Barney Corporation or the Shares
under the securities laws of any state or other jurisdiction.
This opinion is furnished by us as counsel to the Smith Barney Corporation, is
solely for the benefit of the Smith Barney Corporation and its Directors and
its officers in connection with the above described acquisition of assets and
may not be relied upon for any other purpose or by any other person.
Very truly yours,
Willkie Farr & Gallagher
