0000930413-06-000624 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”) and TIMCO Asset Management Inc., a Connecticut Corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT
Management Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of December, 2005, by and between Smith Barney Investment Funds Inc., a Maryland Corporation (the “Corporation”) and Smith Barney Fund Management LLC, a Delaware limited liability company (the "Manager").

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc

THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a "Fund" and collectively the "Funds") on behalf of each of its series or portfolios identified on Exhibit A (each a "Portfolio" and collectively the "Portfolios") (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the "Custodian").

DISTRIBUTION AGREEMENT
Distribution Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Investment Funds Inc. (“Investment Company”), a Massachusetts business trust and Legg Mason Investor Services, LLC (“Distributor”).

AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI December 1, 2005
Distribution Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc

Reference is made to that certain distribution agreement (the "Agreement"), dated as of June 5, 2000, between Smith Barney Investment Funds Inc. (the “Investment Company”),with respect to one or more separate series listed on Exhibit A (each a "Fund") and PFS Distributors, Inc. (“PFSD”). This letter agreement (the "Amendment") incorporates all of the conditions, responsibilities, representations and other terms of the Agreement, except as amended or modified in this Amendment.

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc

Reference is made to that certain distribution agreement (the "Agreement"), dated as of June 5, 2000, between Smith Barney Investment Funds Inc. (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a "Fund") and Citigroup Global Markets Inc. This letter agreement (the "Amendment") amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

LICENSE AGREEMENT
License Agreement • January 31st, 2006 • Smith Barney Investment Funds Inc

THIS LICENSE AGREEMENT (this "Agreement"), dated as of December 1, 2005 (the "Effective Date"), by and among Citigroup Inc., a corporation incorporated in the State of Delaware ("Citigroup"), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a "Licensee").

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