UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
| | |
Investment Company Act file number 811-3275 | | |
Smith Barney Investment Funds Inc.
|
(Exact name of registrant as specified in charter) |
| | |
125 Broad Street, New York, NY | | 10004 |
(Address of principal executive offices) | | (Zip code) |
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place
Stamford, CT 06902
|
(Name and address of agent for service) |
Registrant’s telephone number, including area code: (800) 451-2010
Date of fiscal year end: April 30
Date of reporting period: October 31, 2005
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Semi-Annual Report to Stockholders is filed herewith.
EXPERIENCE
SEMI-ANNUAL
REPORT
OCTOBER 31, 2005
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Smith Barney
Multiple Discipline Funds
All Cap and International Fund
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Smith Barney
Multiple Discipline Funds
All Cap and International Fund
Semi-Annual Report • October 31, 2005
What’s
Inside
Fund Objective
The Fund seeks long-term growth of capital and income.
Under a licensing agreement between Citigroup and Legg Mason, the names of funds, the names of any classes of shares of funds, and the names of investment advisers of funds, as well as logos, trademarks and service marks related to Citigroup or any of its affiliates (“Citi Marks”) are licensed for use by Legg Mason. Citi Marks include, but are not limited to, “Smith Barney,” “Salomon Brothers,” “Citi,” “Citigroup Asset Management,” and “Davis Skaggs Investment Management”. Legg Mason and its affiliates, as well as the Fund’s investment manager, are not affiliated with Citigroup.
All Citi Marks are owned by Citigroup, and are licensed for use until no later than one year after the date of the licensing agreement.
Letter from the Chairman
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R. JAY GERKEN, CFA
Chairman, President and Chief Executive Officer
Dear Shareholder,
The U.S. economy was surprisingly resilient during the reporting period. While surging oil prices, rising interest rates, and the impact of Hurricanes Katrina and Rita threatened to derail economic expansion, growth remained solid throughout the period. After a 3.3% advance in the second quarter of 2005, third quarter gross domestic product (“GDP”)i growth grew to 4.3%, marking the tenth consecutive quarter in which GDP growth grew 3.0% or more.
As expected, the Federal Reserve Board (“Fed”)ii continued to raise interest rates in an attempt to ward off inflation. After raising rates seven times from June 2004 through April 2005, the Fed increased its target for the federal funds rateiii in 0.25% increments four additional times over the reporting period. The Fed again raised rates in early November, after the Fund’s reporting period had ended. All told, the Fed’s twelve rate hikes have brought the target for the federal funds rate from 1.00% to 4.00%. This represents the longest sustained Fed tightening cycle since 1976-1979.
During the six-month period covered by this report, the U.S. stock market, overall, generated positive results, with the S&P 500 Indexiv returning 5.27%. We think encouraging economic news, relatively benign core inflation, and strong corporate profits supported the market during much of the period.
Looking at the reporting period as a whole, small- and mid-cap stocks generated superior returns, with the Russell 2000,v Russell Midcap,vi and Russell 1000vii Indexes returning 12.25%, 10.56%, and 6.18%, respectively. From an investment style perspective, growth-oriented stocks outperformed their value counterparts, with the Russell 3000 Growthviii and Russell 3000 Valueix Indexes returning 8.04% and 5.35%, respectively.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 1
Performance Review
For the six months ended October 31, 2005, Class A shares of the Smith Barney Multiple Discipline Funds — All Cap and International Fund, excluding sales charges, returned 3.98%. These shares underperformed the Fund’s unmanaged benchmarks, the Russell 3000 Index,x the Russell 3000 Growth Index and the MSCI EAFE Index,xi which returned 6.67%, 8.04% and 8.63%, respectively, for the same period. The Lipper Multi-Cap Core Funds Category Average1 increased 7.18% over the same time frame.
| | | | | | |
Fund Performance as of October 31, 2005 (excluding sales charges) (unaudited) |
| | | |
| | | | 6 months | | |
| | | | | | |
MDF-All Cap and International Fund — Class A Shares | | | | 3.98% | | |
|
Russell 3000 Index | | | | 6.67% | | |
|
Russell 3000 Growth Index | | | | 8.04% | | |
|
MSCI EAFE Index | | | | 8.63% | | |
|
Lipper Multi-Cap Core Funds Category Average | | | | 7.18% | | |
|
The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.citigroupam.com. |
Current reimbursements and/or fee waivers are voluntary, and may be reduced or terminated at any time. Absent these reimbursements or waivers, the performance would have been lower. |
All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions. Excluding sales charges, Class B shares returned 3.53% and Class C shares returned 3.63% over the six months ended October 31, 2005. |
Special Shareholder Notice
On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager (the “Manager”), previously an indirect wholly-owned subsidiary of Citigroup, has become a wholly-
1 | | Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 6-month period ended October 31, 2005, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 883 funds in the Fund’s Lipper category, and excluding sales charges. |
2 Smith Barney Multiple Discipline Funds — All Cap and International Fund
owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s existing investment management contract and sub-advisory contract to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund and the Manager and a new sub-advisory contract, which became effective on December 1, 2005.
Information About Your Fund
As you may be aware, several issues in the mutual fund industry have recently come under the scrutiny of federal and state regulators. The Manager and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Manager and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.
Important information concerning the Fund and its Manager with regard to recent regulatory developments is contained in the Notes to Financial Statements included in this report.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 3
As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.
Sincerely,
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R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
December 1, 2005
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: The Fund may invest in small- and mid-cap companies that may involve a higher degree of risk and volatility than investments in large-cap companies. Foreign stocks are subject to certain risks of overseas investing not associated with domestic investing such as currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuation. These risks are magnified in emerging markets. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for more information on these and other risks.
All index performance reflects no deduction for fees, expenses or taxes. Please note an investor cannot invest directly in an index.
i | | Gross domestic product is a market value of goods and services produced by labor and property in a given country. |
ii | | The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
iii | | The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. |
iv | | The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S. |
v | | The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. |
vi | | The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index whose average market capitalization was approximately $4.7 billion as of 6/24/05. |
vii | | The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. |
viii | | The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. |
ix | | The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.) |
x | | The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the U.S. equity market. |
xi | | The MSCI EAFE Index is an unmanaged index of common stocks of companies located in Europe, Australasia and the Far East. |
4 Smith Barney Multiple Discipline Funds — All Cap and International Fund
Fund at a Glance (unaudited)
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Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 5
Fund Expenses (unaudited)
Example
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on May 1, 2005 and held for the six months ended October 31, 2005.
Actual Expenses
The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.
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Based on Actual Total Return(1) | | | | | | | | | | | | | |
| | | | | |
| | Actual Total Return Without Sales Charges(2) | | | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | | Expenses Paid During the Period(3) |
Class A | | 3.98 | % | | $ | 1,000.00 | | $ | 1,039.80 | | 1.40 | % | | $ | 7.20 |
|
Class B | | 3.53 | | | | 1,000.00 | | | 1,035.30 | | 2.15 | | | | 11.03 |
|
Class C | | 3.63 | | | | 1,000.00 | | | 1,036.30 | | 2.15 | | | | 11.04 |
|
(1) | | For the six months ended October 31, 2005. |
(2) | | Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class A shares or the applicable contingent deferred sales charges (“CDSC”) with respect to Class B and C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. |
(3) | | Expenses (net of voluntary fee waiver and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
6 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Fund Expenses (unaudited) (continued)
Hypothetical Example for Comparison Purposes
The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | |
Based on Hypothetical Total Return(1) | | | | | | | | | |
| | | | | |
| | Hypothetical Annualized Total Return | | | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | | Expenses Paid During the Period(2) |
Class A | | 5.00 | % | | $ | 1,000.00 | | $ | 1,018.15 | | 1.40 | % | | $ | 7.12 |
|
Class B | | 5.00 | | | | 1,000.00 | | | 1,014.37 | | 2.15 | | | | 10.92 |
|
Class C | | 5.00 | | | | 1,000.00 | | | 1,014.37 | | 2.15 | | | | 10.92 |
|
(1) | | For the six months ended October 31, 2005. |
(2) | | Expenses (net of voluntary fee waiver and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 7
Schedule of Investments (October 31, 2005) (unaudited)
SMITH BARNEY MULTIPLE DISCIPLINE FUNDS — ALL CAP AND INTERNATIONAL FUND
| | | | | |
| | |
Shares | | Security | | Value |
COMMON STOCKS — 93.9% | | | |
CONSUMER DISCRETIONARY — 17.1% | | | |
Auto Components — 0.4% | | | |
4,000 | | Lear Corp. | | $ | 121,840 |
|
Automobiles — 0.5% | | | |
5,160 | | Honda Motor Co., Ltd., Sponsored ADR | | | 143,500 |
|
Hotels, Restaurants & Leisure — 1.2% | | | |
28,640 | | Compass Group PLC, ADR | | | 96,331 |
6,775 | | Expedia Inc.* | | | 127,302 |
4,170 | | McDonald's Corp. | | | 131,772 |
|
| | Total Hotels, Restaurants & Leisure | | | 355,405 |
|
Household Durables — 0.6% | | | |
1,815 | | Electrolux AB, Sponsored ADR | | | 84,488 |
3,170 | | Koninklijke Philips Electronics NV, New York Registered Shares | | | 82,927 |
|
| | Total Household Durables | | | 167,415 |
|
Internet & Catalog Retail — 1.0% | | | |
3,470 | | Amazon.com Inc.* | | | 138,384 |
5,585 | | IAC/InterActiveCorp.* | | | 142,976 |
|
| | Total Internet & Catalog Retail | | | 281,360 |
|
Leisure Equipment & Products — 0.9% | | | |
8,520 | | Hasbro Inc. | | | 160,517 |
6,870 | | Mattel Inc. | | | 101,332 |
|
| | Total Leisure Equipment & Products | | | 261,849 |
|
Media — 9.9% | | | |
8,520 | | Cablevision Systems Corp., New York Group, Class A Shares* | | | 211,296 |
1,755 | | Clear Channel Communications Inc. | | | 53,387 |
19,350 | | Comcast Corp., Special Class A Shares* | | | 530,383 |
3,221 | | Discovery Holding Co., Class A Shares* | | | 45,384 |
16,540 | | Interpublic Group of Cos. Inc.* | | | 170,858 |
2,000 | | Liberty Global Inc., Series C Shares* | | | 47,440 |
35,060 | | Liberty Media Corp., Class A Shares* | | | 279,428 |
10,510 | | News Corp., Class B Shares | | | 158,281 |
9,650 | | Pearson PLC, Sponsored ADR | | | 108,466 |
3,430 | | Reed Elsevier PLC, Sponsored ADR | | | 125,092 |
3,965 | | Reuters Group PLC, Sponsored ADR | | | 150,749 |
24,850 | | Time Warner Inc. | | | 443,076 |
3,420 | | Vivendi Universal SA, Sponsored ADR | | | 107,456 |
18,610 | | Walt Disney Co. | | | 453,526 |
|
| | Total Media | | | 2,884,822 |
|
Specialty Retail — 2.6% | | | |
3,740 | | Bed Bath & Beyond Inc.* | | | 151,545 |
11,730 | | Home Depot Inc. | | | 481,399 |
17,810 | | Kingfisher PLC, Sponsored ADR | | | 134,911 |
|
| | Total Specialty Retail | | | 767,855 |
|
| | TOTAL CONSUMER DISCRETIONARY | | | 4,984,046 |
|
See Notes to Financial Statements.
8 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Schedule of Investments (October 31, 2005) (unaudited) (continued)
| | | | | |
| | |
Shares | | Security | | Value |
CONSUMER STAPLES — 6.9% | | | |
Beverages — 2.0% | | | |
7,210 | | Coca-Cola Co. | | $ | 308,444 |
900 | | Molson Coors Brewing Co., Class B Shares | | | 55,530 |
3,640 | | PepsiCo Inc. | | | 215,051 |
|
| | Total Beverages | | | 579,025 |
|
Food & Staples Retailing — 1.3% | | | |
1,595 | | Carrefour SA (a) | | | 69,781 |
4,770 | | Safeway Inc. | | | 110,950 |
4,300 | | Wal-Mart Stores Inc. | | | 203,433 |
|
| | Total Food & Staples Retailing | | | 384,164 |
|
Food Products — 2.0% | | | |
4,700 | | Kraft Foods Inc., Class A Shares | | | 133,010 |
2,840 | | Tate & Lyle PLC, Sponsored ADR | | | 92,726 |
3,810 | | Unilever PLC, Sponsored ADR | | | 154,686 |
2,960 | | Wm. Wrigley Jr. Co. | | | 205,720 |
|
| | Total Food Products | | | 586,142 |
|
Household Products — 1.1% | | | |
6,000 | | Procter & Gamble Co. | | | 335,940 |
|
Tobacco — 0.5% | | | |
3,025 | | British American Tobacco PLC, Sponsored ADR | | | 133,312 |
|
| | TOTAL CONSUMER STAPLES | | | 2,018,583 |
|
ENERGY — 7.7% | | | |
Energy Equipment & Services — 1.4% | | | |
2,020 | | Baker Hughes Inc. | | | 111,019 |
2,670 | | GlobalSantaFe Corp. | | | 118,949 |
3,040 | | Weatherford International Ltd.* | | | 190,304 |
|
| | Total Energy Equipment & Services | | | 420,272 |
|
Oil, Gas & Consumable Fuels — 6.3% | | | |
3,240 | | Anadarko Petroleum Corp. | | | 293,900 |
2,170 | | BP PLC, Sponsored ADR | | | 144,088 |
2,850 | | Chevron Corp. | | | 162,649 |
6,750 | | Exxon Mobil Corp. | | | 378,945 |
2,150 | | Frontline Ltd. | | | 85,377 |
2,910 | | Murphy Oil Corp. | | | 136,334 |
2,690 | | PetroChina Co., Ltd., ADR | | | 206,404 |
2,379 | | Royal Dutch Shell PLC, ADR, Class B Shares | | | 155,610 |
760 | | Total SA, Sponsored ADR | | | 95,775 |
7,000 | | Williams Cos. Inc. | | | 156,100 |
|
| | Total Oil, Gas & Consumable Fuels | | | 1,815,182 |
|
| | TOTAL ENERGY | | | 2,235,454 |
|
See Notes to Financial Statements.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 9
Schedule of Investments (October 31, 2005) (unaudited) (continued)
| | | | | |
| | |
Shares | | Security | | Value |
FINANCIALS — 13.1% | | | |
Capital Markets — 3.1% | | | |
1,000 | | Goldman Sachs Group Inc. | | $ | 126,370 |
2,320 | | Lehman Brothers Holdings Inc. | | | 277,634 |
7,565 | | Merrill Lynch & Co. Inc. | | | 489,758 |
|
| | Total Capital Markets | | | 893,762 |
|
Commercial Banks — 1.2% | | | |
4,170 | | ABN AMRO Holding NV, Sponsored ADR | | | 98,996 |
645 | | Allied Irish Banks PLC, Sponsored ADR | | | 27,129 |
3,055 | | BNP Paribas SA, ADR | | | 116,090 |
2,630 | | Credit Suisse Group, Sponsored ADR | | | 116,535 |
|
| | Total Commercial Banks | | | 358,750 |
|
Consumer Finance — 1.3% | | | |
4,470 | | American Express Co. | | | 222,472 |
6,340 | | MBNA Corp. | | | 162,114 |
|
| | Total Consumer Finance | | | 384,586 |
|
Diversified Financial Services — 1.8% | | | |
1,350 | | Ameriprise Financial Inc.* | | | 50,247 |
4,000 | | ING Groep NV, Sponsored ADR | | | 115,440 |
6,880 | | JPMorgan Chase & Co. | | | 251,946 |
5,850 | | Zurich Financial Services AG, ADR* | | | 99,596 |
|
| | Total Diversified Financial Services | | | 517,229 |
|
Insurance — 3.6% | | | |
1,660 | | Ambac Financial Group Inc. | | | 117,677 |
6,930 | | American International Group Inc. | | | 449,064 |
4,080 | | AXA, Sponsored ADR | | | 118,157 |
2,580 | | Chubb Corp. | | | 239,863 |
2,250 | | Manulife Financial Corp. | | | 117,472 |
|
| | Total Insurance | | | 1,042,233 |
|
Real Estate — 0.5% | | | |
31,370 | | Henderson Land Development Co., Ltd., Sponsored ADR | | | 139,807 |
|
Thrifts & Mortgage Finance — 1.6% | | | |
3,640 | | MGIC Investment Corp. | | | 215,633 |
6,500 | | PMI Group Inc. | | | 259,220 |
|
| | Total Thrifts & Mortgage Finance | | | 474,853 |
|
| | TOTAL FINANCIALS | | | 3,811,220 |
|
HEALTH CARE — 15.4% | | | |
Biotechnology — 6.2% | | | |
5,065 | | Amgen Inc.* | | | 383,724 |
11,170 | | Biogen Idec Inc.* | | | 453,837 |
5,500 | | Chiron Corp.* | | | 242,770 |
2,480 | | Genentech Inc.* | | | 224,688 |
2,860 | | Genzyme Corp.* | | | 206,778 |
See Notes to Financial Statements.
10 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Schedule of Investments (October 31, 2005) (unaudited) (continued)
| | | | | |
| | |
Shares | | Security | | Value |
Biotechnology — 6.2% (continued) | | | |
4,300 | | ImClone Systems Inc.* | | $ | 149,210 |
15,150 | | Millennium Pharmaceuticals Inc.* | | | 138,168 |
|
| | Total Biotechnology | | | 1,799,175 |
|
Health Care Providers & Services — 1.2% | | | |
6,090 | | UnitedHealth Group Inc. | | | 352,550 |
|
Pharmaceuticals — 8.0% | | | |
5,570 | | Abbott Laboratories | | | 239,789 |
2,500 | | Eli Lilly & Co. | | | 124,475 |
6,410 | | Forest Laboratories Inc.* | | | 243,003 |
3,330 | | GlaxoSmithKline PLC, Sponsored ADR | | | 173,127 |
8,120 | | Johnson & Johnson | | | 508,475 |
2,195 | | Novartis AG, Sponsored ADR | | | 118,135 |
22,580 | | Pfizer Inc. | | | 490,889 |
4,520 | | Sanofi-Aventis, ADR | | | 181,342 |
5,240 | | Wyeth | | | 233,494 |
|
| | Total Pharmaceuticals | | | 2,312,729 |
|
| | TOTAL HEALTH CARE | | | 4,464,454 |
|
INDUSTRIALS — 9.1% | | | |
Aerospace & Defense — 2.9% | | | |
5,710 | | BAE Systems PLC, Sponsored ADR | | | 133,329 |
2,000 | | Boeing Co. | | | 129,280 |
5,950 | | Honeywell International Inc. | | | 203,490 |
2,280 | | L-3 Communications Holdings Inc. | | | 177,430 |
5,410 | | Raytheon Co. | | | 199,899 |
|
| | Total Aerospace & Defense | | | 843,428 |
|
Air Freight & Logistics — 0.5% | | | |
5,945 | | TNT NV, ADR | | | 140,302 |
|
Airlines — 0.6% | | | |
11,010 | | Southwest Airlines Co. | | | 176,270 |
|
Electrical Equipment — 0.8% | | | |
3,310 | | Emerson Electric Co. | | | 230,210 |
|
Industrial Conglomerates — 2.8% | | | |
7,990 | | General Electric Co. | | | 270,941 |
2,670 | | HBOS PLC, Sponsored ADR | | | 118,330 |
15,740 | | Tyco International Ltd. | | | 415,379 |
|
| | Total Industrial Conglomerates | | | 804,650 |
|
Machinery — 1.1% | | | |
3,440 | | Caterpillar Inc. | | | 180,909 |
5,010 | | Pall Corp. | | | 131,062 |
|
| | Total Machinery | | | 311,971 |
|
Transportation Infrastructure — 0.4% | | | |
12,460 | | BAA PLC, Sponsored ADR | | | 135,502 |
|
| | TOTAL INDUSTRIALS | | | 2,642,333 |
|
See Notes to Financial Statements.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 11
Schedule of Investments (October 31, 2005) (unaudited) (continued)
| | | | | |
| | |
Shares | | Security | | Value |
INFORMATION TECHNOLOGY — 14.3% | | | |
Communications Equipment — 2.5% | | | |
24,290 | | Cisco Systems Inc.* | | $ | 423,860 |
17,150 | | Lucent Technologies Inc.* | | | 48,878 |
8,100 | | Motorola Inc. | | | 179,496 |
4,990 | | Nokia Oyj, Sponsored ADR | | | 83,932 |
|
| | Total Communications Equipment | | | 736,166 |
|
Computers & Peripherals — 2.0% | | | |
7,325 | | Dell Inc.* | | | 233,521 |
1,525 | | International Business Machines Corp. | | | 124,867 |
3,830 | | SanDisk Corp.* | | | 225,549 |
|
| | Total Computers & Peripherals | | | 583,937 |
|
Electronic Equipment & Instruments — 0.5% | | | |
4,880 | | Agilent Technologies Inc.* | | | 156,209 |
|
Internet Software & Services — 0.6% | | | |
4,500 | | Yahoo! Inc.* | | | 166,365 |
|
Office Electronics — 0.4% | | | |
2,150 | | Canon Inc., Sponsored ADR | | | 114,100 |
|
Semiconductors & Semiconductor Equipment — 5.3% | | | |
6,810 | | Applied Materials Inc. | | | 111,548 |
3,950 | | Cree Inc.* | | | 94,958 |
15,060 | | Intel Corp. | | | 353,910 |
15,060 | | Micron Technology Inc.* | | | 195,629 |
2,500 | | Novellus Systems Inc.* | | | 54,650 |
20,586 | | Taiwan Semiconductor Manufacturing Co., Ltd., Sponsored ADR | | | 166,335 |
19,190 | | Texas Instruments Inc. | | | 547,875 |
|
| | Total Semiconductors & Semiconductor Equipment | | | 1,524,905 |
|
Software — 3.0% | | | |
3,210 | | Advent Software Inc.* | | | 98,611 |
2,170 | | Autodesk Inc. | | | 97,932 |
2,550 | | Electronic Arts Inc.* | | | 145,044 |
20,510 | | Microsoft Corp. | | | 527,107 |
|
| | Total Software | | | 868,694 |
|
| | TOTAL INFORMATION TECHNOLOGY | | | 4,150,376 |
|
MATERIALS — 4.7% | | | |
Chemicals — 1.9% | | | |
2,920 | | Dow Chemical Co. | | | 133,911 |
4,340 | | E.I. du Pont de Nemours & Co. | | | 180,935 |
5,500 | | Engelhard Corp. | | | 149,600 |
4,735 | | Syngenta AG, ADR* | | | 101,755 |
|
| | Total Chemicals | | | 566,201 |
|
Construction Materials — 0.4% | | | |
4,710 | | CRH PLC, Sponsored ADR | | | 118,692 |
|
See Notes to Financial Statements.
12 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Schedule of Investments (October 31, 2005) (unaudited) (continued)
| | | | | |
| | |
Shares | | Security | | Value |
Containers & Packaging — 0.2% |
5,500 | | Smurfit-Stone Container Corp.* | | $ | 58,080 |
|
Metals & Mining — 1.4% | | | |
9,655 | | Alcoa Inc. | | | 234,520 |
5,190 | | Alumina Ltd, Sponsored ADR | | | 89,808 |
1,580 | | POSCO, ADR | | | 81,038 |
|
| | Total Metals & Mining | | | 405,366 |
|
Paper & Forest Products — 0.8% | | | |
3,615 | | Weyerhaeuser Co. | | | 228,974 |
|
| | TOTAL MATERIALS | | | 1,377,313 |
|
TELECOMMUNICATION SERVICES — 4.8% | | | |
Diversified Telecommunication Services — 3.4% | | | |
2,190 | | BT Group PLC, Sponsored ADR | | | 82,804 |
4,110 | | France Telecom SA, Sponsored ADR | | | 106,819 |
5,340 | | KT Corp., Sponsored ADR | | | 115,077 |
8,460 | | Portugal Telecom SGPS, SA, Sponsored ADR | | | 76,225 |
6,920 | | SBC Communications Inc. | | | 165,042 |
2,600 | | Telecom Corp. of New Zealand, Sponsored ADR | | | 85,202 |
1,901 | | Telefonica SA, Sponsored ADR | | | 91,153 |
2,820 | | Telenor ADS, ADR | | | 83,303 |
5,450 | | Verizon Communications Inc. | | | 171,729 |
|
| | Total Diversified Telecommunication Services | | | 977,354 |
|
Wireless Telecommunication Services — 1.4% | | | |
4,960 | | SK Telecom Co., Ltd., Sponsored ADR | | | 100,242 |
11,940 | | Vodafone Group PLC, Sponsored ADR | | | 313,544 |
|
| | Total Wireless Telecommunication Services | | | 413,786 |
|
| | TOTAL TELECOMMUNICATION SERVICES | | | 1,391,140 |
|
UTILITIES — 0.8% | | | |
Electric Utilities — 0.1% | | | |
500 | | E.ON AG, Sponsored ADR | | | 15,105 |
|
Gas Utilities — 0.3% | | | |
2,250 | | Centrica PLC, Sponsored ADR | | | 95,096 |
|
Multi-Utilities — 0.4% | | | |
4,125 | | Suez SA, ADR | | | 112,118 |
|
| | TOTAL UTILITIES | | | 222,319 |
|
| | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $26,926,734) | | | 27,297,238 |
|
See Notes to Financial Statements.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 13
Schedule of Investments (October 31, 2005) (unaudited) (continued)
| | | | | | | | | |
| | |
Face Amount | | Security | | Value | |
| | | | | | | | | |
| SHORT-TERM INVESTMENT — 5.1% | | | | |
| Repurchase Agreement — 5.1% | | | | |
$ | 1,467,000 | | Interest in $689,187,000 joint tri-party repurchase agreement dated 10/31/05 with Merrill Lynch, Pierce, Fenner & Smith Inc., 4.000% due 11/1/05; Proceeds at maturity — $1,467,163; (Fully collateralized by U.S. Treasury obligations, 0.000% to 3.750% due 11/3/05 to 5/15/08; Market value — $1,496,343) (Cost — $1,467,000) | | $ | 1,467,000 | |
|
|
|
| | | TOTAL INVESTMENTS — 99.0% (Cost — $28,393,734#) | | | 28,764,238 | |
| | | Other Assets in Excess of Liabilities — 1.0% | | | 291,776 | |
|
|
|
| | | TOTAL NET ASSETS — 100.0% | | $ | 29,056,014 | |
|
|
|
* | | Non-income producing security. |
(a) | | Security is valued in good faith at fair value by or under the direction of the Board of Directors. |
# | | Aggregate cost for federal income tax purposes is substantially the same. |
| | |
Abbreviation used in this schedule:
| | |
ADR — American Depositary Receipt | | |
| | | |
Summary of Investments by Country** (unaudited) | | | |
United States | | 77.8 | % |
United Kingdom | | 8.2 | |
France | | 2.9 | |
Netherlands | | 1.5 | |
Switzerland | | 1.5 | |
South Korea | | 1.0 | |
Bermuda | | 1.0 | |
Japan | | 0.9 | |
China | | 0.7 | |
Taiwan | | 0.6 | |
Ireland | | 0.5 | |
Hong Kong | | 0.5 | |
Cayman Islands | | 0.4 | |
Canada | | 0.4 | |
Spain | | 0.3 | |
Australia | | 0.3 | |
New Zealand | | 0.3 | |
Sweden | | 0.3 | |
Finland | | 0.3 | |
Norway | | 0.3 | |
Portugal | | 0.3 | |
Germany | | 0.0 | † |
|
|
| | 100.0 | % |
|
|
** | | As a percent of total investments. Please note that Fund holdings are as of October 31, 2005 and are subject to change. |
† | | Amount represents less than 0.1%. |
See Notes to Financial Statements.
14 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Statement of Assets and Liabilities (October 31, 2005) (unaudited)
| | | | |
ASSETS: | | | | |
Investments, at value (Cost — $28,393,734) | | $ | 28,764,238 | |
Cash | | | 1,586 | |
Receivable for Fund shares sold | | | 298,968 | |
Receivable from manager | | | 32,696 | |
Dividends and interest receivable | | | 20,379 | |
Prepaid expenses | | | 10,787 | |
|
|
Total Assets | | | 29,128,654 | |
|
|
LIABILITIES: | | | | |
Distribution fees payable | | | 5,631 | |
Transfer agent fees payable | | | 4,728 | |
Directors’ fees payable | | | 4,330 | |
Accrued expenses | | | 57,951 | |
|
|
Total Liabilities | | | 72,640 | |
|
|
Total Net Assets | | $ | 29,056,014 | |
|
|
NET ASSETS: | | | | |
Par value (Note 5) | | $ | 2,474 | |
Paid-in capital in excess of par value | | | 28,650,173 | |
Accumulated net investment loss | | | (4,506 | ) |
Accumulated net realized gain on investments and foreign currency transactions | | | 37,369 | |
Net unrealized appreciation on investments | | | 370,504 | |
|
|
Total Net Assets | | $ | 29,056,014 | |
|
|
Shares Outstanding: | | | | |
Class A | | | 1,111,395 | |
| |
Class B | | | 309,985 | |
| |
Class C | | | 1,053,060 | |
| |
Net Asset Value: | | | | |
Class A (and redemption price) | | | $11.77 | |
| |
Class B * | | | $11.72 | |
| |
Class C * | | | $11.72 | |
| |
Maximum Public Offering Price Per Share: | | | | |
Class A (based on maximum sales charge of 5.00%) | | | $12.39 | |
|
|
* | | Redemption price is NAV of Class B and C shares reduced by a 5.00% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 2). |
See Notes to Financial Statements.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 15
Statement of Operations (For the six months ended October 31, 2005) (unaudited)
| | | | |
INVESTMENT INCOME: | | | | |
Dividends | | $ | 136,906 | |
Interest | | | 54,656 | |
Less: Foreign taxes withheld | | | (4,469 | ) |
|
|
Total Investment Income | | | 187,093 | |
|
|
EXPENSES: | | | | |
Management fee (Note 2) | | | 81,268 | |
Distribution fees (Notes 2 and 4) | | | 71,227 | |
Custody fees | | | 52,772 | |
Registration fees | | | 50,786 | |
Shareholder reports (Note 4) | | | 47,521 | |
Audit and tax | | | 16,279 | |
Legal fees | | | 11,235 | |
Directors’ fees | | | 9,573 | |
Transfer agent fees (Notes 2 and 4) | | | 8,836 | |
Insurance | | | 1,526 | |
Miscellaneous expenses | | | 2,733 | |
|
|
Total Expenses | | | 353,756 | |
Less: Management fee waiver and expense reimbursement (Note 2) | | | (158,406 | ) |
|
|
Net Expenses | | | 195,350 | |
|
|
Net Investment Loss | | | (8,257 | ) |
|
|
REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3): | | | | |
Net Realized Gain From: | | | | |
Investments | | | 37,585 | |
Foreign currency transactions | | | 8 | |
|
|
Net Realized Gain | | | 37,593 | |
|
|
Change in Net Unrealized Appreciation/Depreciation From Investments | | | 389,980 | |
|
|
Net Gain on Investments and Foreign Currency Transactions | | | 427,573 | |
|
|
Increase in Net Assets From Operations | | $ | 419,316 | |
|
|
See Notes to Financial Statements.
16 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Statements of Changes in Net Assets
| | | | | | | | |
For the six months ended October 31, 2005 (unaudited) and the period ended April 30, 2005† | |
| | |
| | October 31 | | | April 30 | |
OPERATIONS: | | | | | | | | |
Net investment income (loss) | | $ | (8,257 | ) | | $ | 2,640 | |
Net realized gain (loss) | | | 37,593 | | | | (224 | ) |
Change in net unrealized appreciation/depreciation | | | 389,980 | | | | (19,476 | ) |
|
|
Increase (Decrease) in Net Assets From Operations | | | 419,316 | | | | (17,060 | ) |
|
|
FUND SHARE TRANSACTIONS (NOTE 5): | | | | | | | | |
Net proceeds from sale of shares | | | 21,759,900 | | | | 8,001,385 | |
Cost of shares repurchased | | | (1,032,001 | ) | | | (75,526 | ) |
|
|
Increase in Net Assets From Fund Share Transactions | | | 20,727,899 | | | | 7,925,859 | |
|
|
Increase in Net Assets | | | 21,147,215 | | | | 7,908,799 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 7,908,799 | | | | — | |
|
|
End of period* | | $ | 29,056,014 | | | $ | 7,908,799 | |
|
|
* Includes accumulated net investment loss and undistributed net investment income, respectively, of: | | | $(4,506 | ) | | | $3,751 | |
|
|
† | | For the period April 1, 2005 (commencement of operations) to April 30, 2005. |
See Notes to Financial Statements.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 17
Financial Highlights
For a share of each class of capital stock outstanding throughout each year ended April 30, unless otherwise noted:
| | | | | | | | |
| | |
Class A Shares(1) | | 2005(2) | | | 2005(3) | |
Net Asset Value, Beginning of Period | | $ | 11.32 | | | $ | 11.40 | |
|
|
Income (Loss) From Operations: | | | | | | | | |
Net investment income | | | 0.02 | | | | 0.02 | |
Net realized and unrealized gain (loss) | | | 0.43 | | | | (0.10 | ) |
|
|
Total Income (Loss) From Operations | | | 0.45 | | | | (0.08 | ) |
|
|
Net Asset Value, End of Period | | $ | 11.77 | | | $ | 11.32 | |
|
|
Total Return(4) | | | 3.98 | % | | | (0.70 | )% |
|
|
Net Assets, End of Period (000s) | | | $13,081 | | | | $2,429 | |
|
|
Ratios to Average Net Assets: | | | | | | | | |
Gross expenses(5) | | | 2.79 | % | | | 23.42 | % |
Net expenses(5)(6)(7) | | | 1.40 | | | | 1.40 | |
Net investment income(5) | | | 0.31 | | | | 2.27 | |
|
|
Portfolio Turnover Rate | | | 7 | % | | | 0 | %(8) |
|
|
(1) | | Per share amounts have been calculated using the average shares method. |
(2) | | For the six months ended October 31, 2005 (unaudited). |
(3) | | For the period April 1, 2005 (inception date) to April 30, 2005. |
(4) | | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized. |
(6) | | The investment manager voluntarily waived its fees and reimbursed expenses. |
(7) | | As a result of a voluntary expense limitation, the ratio of expenses to average net assets of Class A shares of the Fund will not exceed 1.40%. |
(8) | | Amount represents less than 1%. |
See Notes to Financial Statements.
18 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Financial Highlights (continued)
For a share of each class of capital stock outstanding throughout each year ended April 30, unless otherwise noted:
| | | | | | | | |
| | |
Class B Shares(1) | | 2005(2) | | | 2005(3) | |
Net Asset Value, Beginning of Period | | $ | 11.32 | | | $ | 11.40 | |
|
|
Income (Loss) From Operations: | | | | | | | | |
Net investment income (loss) | | | (0.03 | ) | | | 0.01 | |
Net realized and unrealized gain (loss) | | | 0.43 | | | | (0.09 | ) |
|
|
Total Income (Loss) From Operations | | | 0.40 | | | | (0.08 | ) |
|
|
Net Asset Value, End of Period | | $ | 11.72 | | | $ | 11.32 | |
|
|
Total Return(4) | | | 3.53 | % | | | (0.70 | )% |
|
|
Net Assets, End of Period (000s) | | | $3,634 | | | | $718 | |
|
|
Ratios to Average Net Assets: | | | | | | | | |
Gross expenses(5) | | | 4.05 | % | | | 24.17 | % |
Net expenses(5)(6)(7) | | | 2.15 | | | | 2.15 | |
Net investment income (loss)(5) | | | (0.45 | ) | | | 0.94 | |
|
|
Portfolio Turnover Rate | | | 7 | % | | | 0 | %(8) |
|
|
(1) | | Per share amounts have been calculated using the average shares method. |
(2) | | For the six months ended October 31, 2005 (unaudited). |
(3) | | For the period April 1, 2005 (inception date) to April 30, 2005. |
(4) | | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized. |
(6) | | The investment manager voluntarily waived its fees and reimbursed expenses. |
(7) | | As a result of a voluntary expense limitation, the ratio of expenses to average net assets of Class B shares of the Fund will not exceed 2.15%. |
(8) | | Amount represents less than 1%. |
See Notes to Financial Statements.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 19
Financial Highlights (continued)
For a share of each class of capital stock outstanding throughout each year ended April 30, unless otherwise noted:
| | | | | | | | |
| | |
Class C Shares(1) | | 2005(2) | | | 2005(3) | |
Net Asset Value, Beginning of Period | | $ | 11.31 | | | $ | 11.40 | |
|
|
Income (Loss) From Operations: | | | | | | | | |
Net investment income (loss) | | | (0.02 | ) | | | 0.01 | |
Net realized and unrealized gain (loss) | | | 0.43 | | | | (0.10 | ) |
|
|
Total Income (Loss) From Operations | | | 0.41 | | | | (0.09 | ) |
|
|
Net Asset Value, End of Period | | $ | 11.72 | | | $ | 11.31 | |
|
|
Total Return(4) | | | 3.63 | % | | | (0.79 | )% |
|
|
Net Assets, End of Period (000s) | | | $12,341 | | | | $4,464 | |
|
|
Ratios to Average Net Assets: | | | | | | | | |
Gross expenses(5) | | | 3.55 | % | | | 24.16 | % |
Net expenses(5)(6)(7) | | | 2.15 | | | | 2.15 | |
Net investment income (loss)(5) | | | (0.40 | ) | | | 1.43 | |
|
|
Portfolio Turnover Rate | | | 7 | % | | | 0 | %(8) |
|
|
(1) | | Per share amounts have been calculated using the average shares method. |
(2) | | For the six months ended October 31, 2005 (unaudited). |
(3) | | For the period April 1, 2005 (inception date) to April 30, 2005. |
(4) | | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized. |
(6) | | The investment manager voluntarily waived its fees and reimbursed expenses. |
(7) | | As a result of a voluntary expense limitation, the ratio of expenses to average net assets of Class C shares of the Fund will not exceed 2.15%. |
(8) | | Amount represents less than 1%. |
See Notes to Financial Statements.
20 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Notes to Financial Statements (unaudited)
1. | Organization and Significant Accounting Policies |
The Smith Barney Multiple Discipline Funds — All Cap and International Fund (the “Fund”) is a separate diversified series of the Smith Barney Investment Funds Inc. (“Company”). The Company, a Maryland corporation, is registered under the Investment Company Act of 1940, as amended, (“1940 Act”), as an open-end management investment company.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.
(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian takes possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(d) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 21
Notes to Financial Statements (unaudited) (continued)
securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(e) Foreign Risk. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies and may require settlement in foreign currencies and pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(f) Distributions to Shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.
(h) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(i) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
22 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
2. | Management Agreement and Other Transactions with Affiliates |
Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund. The Fund pays SBFM a management fee calculated at an annual rate of the Fund’s average daily net assets, according to the following schedule:
| | | |
| |
Average Daily Net Assets | | Rate of Management Fee Paid by the Fund to SBFM | |
First $1 billion | | 0.750 | % |
Next $1 billion | | 0.725 | % |
Next $3 billion | | 0.700 | % |
Next $5 billion | | 0.675 | % |
Over $10 billion | | 0.650 | % |
|
|
This fee is calculated daily and paid monthly.
Causeway Capital Management LLC (“Causeway”) serves as the sub-adviser and segment manager for the International segment of the Fund. Causeway receives a fee from the man- ager, not the Fund, for its services, computed daily and paid monthly on the Fund’s average daily net assets allocated to the International segment, according to the following schedule:
| | | |
| |
Average Daily Net Assets | | Rate of Sub-Advisory Fee Paid by SBFM to Causeway | |
First $1 billion | | 0.400 | % |
Next $1 billion | | 0.375 | % |
Next $3 billion | | 0.350 | % |
Next $5 billion | | 0.325 | % |
Over $10 billion | | 0.300 | % |
|
|
Effective April 1, 2005 (commencement of operations), SBFM implemented voluntary expense limitations for the Fund’s Class A, B and C shares of 1.40%, 2.15% and 2.15%, respectively. These expense limitations can be terminated at any time by SBFM. During the six months ended October 31, 2005, SBFM voluntarily waived its management fee of $81,268 and reimbursed other expenses of $77,138.
Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”) acts as the Fund’s sub-transfer agent. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC is responsible for shareholder recordkeeping and financial processing for all shareholder accounts and is paid by CTB. For the six months ended October 31, 2005, the Fund paid transfer agent fees of $3,672 to CTB.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 23
Notes to Financial Statements (unaudited) (continued)
Citigroup Global Markets Inc. (“CGM”), a subsidiary of Citigroup, acts as the Fund’s distributor.
There is a maximum sales charge of 5.00% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase payment and declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.
For the six months ended October 31, 2005, CGM and its affiliates received sales charges of approximately $244,000 on sales of the Fund’s Class A shares. In addition, for the six months ended October 31, 2005, CDSCs paid to CGM and its affiliates were approximately:
| | | | | | |
| | |
| | Class B | | Class C |
CDSCs | | $ | 3,000 | | $ | 1,000 |
|
Certain officers and one Director of the Company are employees of Citigroup or its affiliates and do not receive compensation from the Company.
3. Investments
During the six months ended October 31, 2005, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | |
Purchases | | $ | 26,388,438 |
|
Sales | | | 1,170,261 |
|
At October 31, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| | | | |
Gross unrealized appreciation | | $ | 1,301,642 | |
Gross unrealized depreciation | | | (931,138 | ) |
|
|
Net unrealized appreciation | | $ | 370,504 | |
|
|
4. Class Specific Expenses
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 of each respective class. The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rate of 0.75% of the average daily net assets of each class, respectively. For the six months ended October 31, 2005, total Distribution fees, which are accrued daily and paid monthly, were as follows:
| | | | | | | | | |
| | | |
| | Class A | | Class B | | Class C |
Distribution Fees | | $ | 12,047 | | $ | 13,131 | | $ | 46,049 |
|
24 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
For the six months ended October 31, 2005, total Transfer Agent fees were as follows:
| | | | | | | | | | | | |
| | | | |
| | Class A | | Class B | | Class C | | Class Y† |
Transfer Agent Fees | | $ | 3,159 | | $ | 1,371 | | $ | 4,059 | | $ | 247 |
|
For the six months ended October 31, 2005, total Shareholder Reports expenses were as follows:
| | | | | | | | | | | | |
| | | | |
| | Class A | | Class B | | Class C | | Class Y† |
Shareholder Reports Expenses | | $ | 17,734 | | $ | 10,596 | | $ | 18,446 | | $ | 745 |
|
† | | On August 24, 2005, Class Y shares were liquidated. |
At October 31, 2005, the Company had 10 billion shares of capital stock authorized with a par value of $0.001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest in the Fund and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.
Transactions in shares of each class were as follows:
| | | | | | | | | | | | | | |
| | |
| | Six Months Ended October 31, 2005
| | | Period Ended April 30, 2005*
| |
| | Shares | | | Amount | | | Shares | | | Amount | |
Class A | | | | | | | | | | | | | | |
Shares sold | | 922,337 | | | $ | 10,764,717 | | | 220,886 | | | $ | 2,505,246 | |
Shares repurchased | | (25,494 | ) | | | (297,163 | ) | | (6,334 | ) | | | (72,656 | ) |
|
|
Net Increase | | 896,843 | | | $ | 10,467,554 | | | 214,552 | | | $ | 2,432,590 | |
|
|
Class B | | | | | | | | | | | | | | |
Shares sold | | 264,137 | | | $ | 3,085,615 | | | 63,652 | | | $ | 724,624 | |
Shares repurchased | | (17,552 | ) | | | (209,544 | ) | | (252 | ) | | | (2,870 | ) |
|
|
Net Increase | | 246,585 | | | $ | 2,876,071 | | | 63,400 | | | $ | 721,754 | |
|
|
Class C | | | | | | | | | | | | | | |
Shares sold | | 676,445 | | | $ | 7,909,568 | | | 394,551 | | | $ | 4,471,515 | |
Shares repurchased | | (17,936 | ) | | | (212,399 | ) | | — | | | | — | |
|
|
Net Increase | | 658,509 | | | $ | 7,697,169 | | | 394,551 | | | $ | 4,471,515 | |
|
|
Class Y† | | | | | | | | | | | | | | |
Shares sold | | — | | | $ | — | | | 26,316 | | | $ | 300,000 | |
Shares repurchased | | (26,316 | ) | | | (312,895 | ) | | — | | | | — | |
|
|
Net Increase (Decrease) | | (26,316 | ) | | $ | (312,895 | ) | | 26,316 | | | $ | 300,000 | |
|
|
* | | For the period April 1, 2005 (commencement of operations) to April 30, 2005. |
† | | On August 24, 2005, Class Y shares were liquidated. |
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 25
Notes to Financial Statements (unaudited) (continued)
6. | Capital Loss Carryforward |
As of April 30, 2005, the Fund had, for federal income tax purposes, a net capital loss carryforward of $224, which expires in 2013. This amount will be available to offset any future taxable capital gains.
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and CGM relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).
The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan prepared and submitted for approval by the SEC. The order also requires that transfer agency fees received from the Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.
The order required SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive
26 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.
At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Funds.
On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason, Inc. (“Legg Mason”).
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC described in Note 7. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the investment manager for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.
On October 5, 2005, a motion to consolidate the five actions and any subsequently-filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.
As of the date of this report, SBFM believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the funds or the ability of SBFM and its affiliates to continue to render services to the funds under their respective contracts.
* * *
Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its affiliates, including SBFM and Salomon Brothers Asset Management Inc (the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain aspects of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 27
Notes to Financial Statements (unaudited) (continued)
fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, SBFM believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.
As of the date of this report, SBFM and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
The Defendants have moved to dismiss the Complaint. Those motions are pending before the court.
The Fund has received information concerning SBFM as follows:
On September 16, 2005, the staff of the Securities and Exchange Commission (the “Commission”) informed SBFM that the staff is considering recommending that the Commission institute administrative proceedings against SBFM for alleged violations of Sections 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection undertaken by the Commission and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM.
Although there can be no assurance, SBFM believes that this matter is not likely to have a material adverse effect on the Fund or SBFM’s ability to perform investment management services relating to the Fund.
On December 1, 2005, Citigroup completed the sale of substantially all of its asset management business, CAM, to Legg Mason, Inc. (“Legg Mason”). As a result, SBFM, previously an indirect wholly-owned subsidiary of Citigroup, has become a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s existing investment management contract and sub-advisory contract to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund and SBFM and a new sub-advisory contract, which became effective on December 1, 2005.
Legg Mason, whose principal executive offices are at 100 Light Street, Baltimore, Maryland 21202, is a financial services holding company. As of December 2, 2005, Legg Mason’s asset management operation had aggregate assets under management of approximately $830 billion.
The Fund’s Board has appointed the Fund’s current distributor, CGM, and Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of
28 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
Legg Mason, as co-distributors of the Fund. The Fund’s Board has also approved amended and restated Rule 12b-1 Plans. CGM and other broker-dealers, financial intermediaries and financial institutions (each called a “Service Agent”) that currently offer Fund shares will continue to make the Fund’s shares available to their clients. Additional Service Agents may offer Fund shares in the future.
Effective December 1, 2005, with respect to those Fund share classes subject to a Rule 12b-1 Plan, the Fund pays service and distribution fees to each of LMIS and CGM for the services they provide and expenses they bear under the Distribution Agreements. The expenses intended to be covered by the distribution fees include those of each co-distributor. The co-distributors will provide the Fund’s Board with periodic reports of amounts expended under the Fund’s Rule 12b-1 Plans and the purposes for which such expenditures were made.
Effective December 1, 2005, CGM will no longer be an affiliated person of the Fund under the 1940 Act. As a result, the Fund will be permitted to execute transactions with CGM or an affiliate of CGM as agent (but not as principal) without the restrictions applicable to transactions with affiliated persons. Similarly, the Fund generally will be permitted to purchase securities in underwritings in which CGM or an affiliate of CGM is a member without the restrictions imposed by certain rules of the SEC. SBFM’s use of CGM or affiliates of CGM as agent in portfolio transactions with the Fund will be governed by the Fund’s policy of seeking the best overall terms available.
Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.
The Fund’s Board has approved PFPC Inc. (“PFPC”) to serve as transfer agent for the Fund. The principal business office of PFPC is located at P.O. Box 9699, Providence, RI 02940-9699.
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 29
Board Approval of Management and Sub-Advisory Agreements (unaudited)
��
On June 23, 2005, Citigroup Inc. entered into a definitive agreement (the “Transaction Agreement”) with Legg Mason, Inc. under which Citigroup agreed to sell substantially all of its asset management business, Citigroup Asset Management (“CAM”), which includes the Manager, to Legg Mason in exchange for the broker-dealer and investment banking businesses of Legg Mason and certain other considerations (the “Transaction”). The Transaction closed on December 1, 2005.
The consummation of the Transaction resulted in the automatic termination of the Fund’s current management agreement and sub-advisory agreement in accordance with the 1940 Act. Prior to the closing of the Transaction, the Fund’s Board approved a new management agreement between the Fund and the Manager (the “New Management Agreement”) and a new sub-advisory agreement between the Manager and Causeway Capital Management LLC, the Fund’s sub-adviser (the “Sub-Adviser”) (the “New Sub-Advisory Agreement”) and authorized the Fund’s officers to submit the New Management Agreement and the New Sub-Advisory Agreement to shareholders for their approval.
On July 11, 2005, members of the Board discussed with CAM management and certain Legg Mason representatives the Transaction and Legg Mason’s general plans and intentions regarding CAM’s business and its combination with Legg Mason’s business. The Board Members also inquired about the plans for and anticipated roles and responsibilities of certain CAM employees and officers after the Transaction.
At a meeting held on August 1, 2005, the Fund’s Board, including a majority of the Board Members who are not “interested persons” of the Fund or the Manager as defined in the 1940 Act (the “Independent Board Members”), approved the New Management Agreement and the New Sub-Advisory Agreement. To assist the Board in its consideration of the New Management Agreement, Legg Mason provided materials and information about Legg Mason, including its financial condition, asset management capabilities and organization, and CAM provided materials and information about the Transaction between Legg Mason and Citigroup. To assist the Board in its consideration of the New Sub-Advisory Agreement, the Board received in advance of their meeting certain materials and information. Representatives of CAM and Legg Mason also made presentations to and responded to questions from the Board. The Independent Board Members, through their independent legal counsel, also requested and received additional information from CAM and Legg Mason in connection with their consideration of the New Management Agreement and the New Sub-Advisory Agreement. The additional information was provided in advance of and at the August meeting. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel to consider the New Management Agreement and the New Sub-Advisory Agreement. The Independent Board Members also conferred separately and with their counsel about the Transaction on a number of occasions, including in connection with the July and August meetings.
30 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Board Approval of Management and Sub-Advisory Agreements (unaudited) (continued)
In their deliberations concerning the New Management Agreement and New Sub-Advisory Agreement, among other things, the Board Members considered:
(i) the reputation, financial strength and resources of Legg Mason and its investment advisory subsidiaries;
(ii) that following the Transaction CAM will be part of an organization focused on the asset management business;
(iii) that Legg Mason is an experienced and respected asset management firm, and that Legg Mason has advised the Board Members that (a) it may wish to combine certain CAM operations with those of certain Legg Mason subsidiaries; (b) it is expected that these combination processes will result in changes to portfolio managers or portfolio management teams for a number of the CAM funds, subject to Board oversight and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place; and (c) in the future, it may recommend that Legg Mason subsidiaries be appointed as the manager or sub-adviser to some or all of the CAM funds, subject to applicable regulatory requirements;
(iv) that CAM management had advised the Board that a number of portfolio managers and other key CAM personnel would be retained after the closing of the Transaction;
(v) that CAM management and Legg Mason have advised the Board that following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Fund and its shareholders by the Manager, including compliance services;
(vi) that Legg Mason has advised the Board that it has no present intention to alter the expense waivers and reimbursements currently in effect and, while it reserves the right to do so in the future, it would consult with the Board before making any changes;
(vii) that under the Transaction Agreement, Citigroup and Legg Mason have agreed not to take any action that is not contemplated by the Transaction or fail to take any action that to their respective knowledge would cause any “undue burden” on Fund shareholders under applicable provisions of the 1940 Act;
(viii) the assurances from Citigroup and Legg Mason that, for a three year period following the closing of the Transaction, Citigroup-affiliated broker-dealers will continue to offer the Fund as an investment product, and the potential benefits to Fund shareholders from this and other third-party distribution access;
(ix) the division of responsibilities between the Manager and the Sub-Adviser and the services provided by each of them, and the cost to the Manager of obtaining those services;
(x) the potential benefits to Fund shareholders from being part of a combined fund family with Legg Mason-sponsored funds;
(xi) that Citigroup and Legg Mason would derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;
Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report 31
Board Approval of Management and Sub-Advisory Agreements (unaudited) (continued)
(xii) the potential effects of regulatory restrictions on the Fund if Citigroup-affiliated broker-dealers remain principal underwriters of the Fund after the closing of the Transaction;
(xiii) the fact that the Fund’s total advisory and administrative fees will not increase by virtue of the New Management Agreement, but will remain the same;
(xiv) the terms and conditions of the New Management Agreement, including the differences from the current management agreement, and the benefits of a single, uniform form of agreement covering these services;
(xv) that the Fund would not bear the costs of obtaining shareholder approval of the New Management Agreement;
(xvi) that the Fund would avail itself of permissions granted under certain licensing arrangements between Citigroup and Legg Mason that would permit the Fund (including any share classes thereof) to maintain its current name, as well as all logos, trademarks and service marks, related to Citigroup or any of its affiliates for some agreed upon time period after the closing of the Transaction ; and
(xvii) that, within the past year the Board had initially approved the current management agreement as required by the 1940 Act. In that regard, the Board, in its deliberations concerning the New Management Agreement, considered the same factors regarding the nature, quality and extent of services provided, costs of services provided, profitability, fall out benefits, and fees and economies of scale as it did when it approved the current management agreement, and reached substantially the same conclusions.
In their deliberations concerning the New Sub-Advisory Agreement, among other things, the Board Members considered:
(i) the current responsibilities of the Sub-Adviser and the services currently provided by it;
(ii) that the Sub-Adviser is not part of the Transaction, and that the Transaction is expected to have no effect on the services to be provided by the Sub-Adviser or its ability to provide them;
(iii) the fact that the fees paid to the Sub-adviser (which are paid by the Manager and not the Fund) will not increase by virtue of the New Sub-Advisory Agreement, but will remain the same;
(iv) that, within the past year the Board had initially approved the current sub-advisory agreement as required by the 1940 Act. In that regard, the Board, in its deliberations concerning the New Sub-Advisory Agreement, considered the same factors regarding the nature, quality and extent of services provided, costs of services provided, and fees and economies of scale as it did when it approved the current sub-advisory agreement, and reached substantially the same conclusions.
(v) that the Fund would not bear the costs of obtaining shareholder approval of the New Sub-Advisory Agreement; and
(vi) the factors enumerated and/or discussed above in connection with the approval of the New Management Agreement, to the extent relevant.
32 Smith Barney Multiple Discipline Funds — All Cap and International Fund 2005 Semi-Annual Report
Smith Barney
Multiple Discipline Funds
All Cap and International Fund
| | |
DIRECTORS Paul R. Ades Dwight B. Crane R. Jay Gerken, CFA Chairman Frank G. Hubbard Jerome H. Miller Ken Miller OFFICERS R. Jay Gerken, CFA President and Chief Executive Officer Andrew B. Shoup Senior Vice President and Chief Administrative Officer Kaprel Ozsolak Chief Financial Officer and Treasurer Alan J. Blake Vice President and Investment Officer John G. Goode Vice President and Investment Officer Peter J. Hable Vice President and Investment Officer Richard A. Freeman Vice President and Investment Officer Kirstin Mobyed Vice President and Investment Officer Roger Paradiso Vice President and Investment Officer | | OFFICERS (continued) Andrew Beagley Chief Anti-Money Laundering Compliance Officer and Chief Compliance Officer Steven Frank Controller Robert I. Frenkel Secretary and Chief Legal Officer INVESTMENT MANAGER Smith Barney Fund Management LLC INVESTMENT SUB-ADVISER (INTERNATIONAL SEGMENT) Causeway Capital Management LLC DISTRIBUTORS Citigroup Global Markets Inc. Legg Mason Investor Services, LLC CUSTODIAN State Street Bank and Trust Company TRANSFER AGENT PFPC Inc. P.O. Box 9699 Providence, Rhode Island 02940-9699 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP 345 Park Avenue New York, New York 10154 |
This report is submitted for the general information of the shareholders of Smith Barney Investment Funds Inc. — Smith Barney Multiple Discipline Funds — All Cap and International Fund, but it may also be used as sales literature when preceded or accompanied by the current Prospectus.
This report must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.citigroupam.com
©2005 Legg Mason Investor Services, LLC
Member NASD, SIPC
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Smith Barney Multiple Discipline Funds
All Cap and International Fund
The Fund is a separate series of the Smith Barney Investment Funds Inc., a Maryland corporation.
SMITH BARNEY MULTIPLE DISCIPLINE FUNDS
ALL CAP AND INTERNATIONAL FUND
Smith Barney Mutual Funds
125 Broad Street
10th Floor, MF-2
New York, New York 10004
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.citigroupam.com and (3) on the SEC’s website at www.sec.gov.
Not Applicable.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not Applicable.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Not applicable.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 11. | CONTROLS AND PROCEDURES. |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
| | |
Exhibit 99.CERT | | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
| |
Exhibit 99.906CERT | | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
| | |
Smith Barney Investment Funds Inc. |
| |
By: | | /s/ R. JAY GERKEN |
| | R. Jay Gerken |
| | Chief Executive Officer of Smith Barney Investment Funds Inc. |
Date: January 9, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ R. JAY GERKEN |
| | R. Jay Gerken |
| | Chief Executive Officer of Smith Barney Investment Funds Inc. |
Date: January 9, 2006
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By: | | /s/ KAPREL OZSOLAK |
| | Kaprel Ozsolak |
| | Chief Financial Officer of Smith Barney Investment Funds Inc. |
Date: January 9, 2006