Legg Mason Partners Investment Funds NCSRS Certified semi-annual shareholder report (management investment company)

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

LOGO

Smith Barney

Multiple Discipline Funds Large Cap Growth and Value Fund

INVESTMENT PRODUCTS: NOT FDIC INSURED Ÿ NO BANK GUARANTEE Ÿ MAY LOSE VALUE

Smith Barney Multiple Discipline Funds Large Cap Growth and Value Fund

Semi-Annual Report Ÿ October 31, 2005

What’s

Inside

Fund Objective

The Fund seeks long-term capital growth.



Letter from the Chairman		1

Fund at a Glance		6

Fund Expenses		7

Schedule of Investments		9

Statement of Assets and Liabilities		13

Statement of Operations		14

Statements of Changes in Net Assets		15

Financial Highlights		16

Notes to Financial Statements		19

Board Approval of Management Agreement		28

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 all 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

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 Index^iv 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 1000^vii Indices 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 Growth^viii and Russell 3000 Value^ix Indices returning 8.04% and 5.35%, respectively.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 1

Performance Review

For the six months ended October 31, 2005, Class A shares of the Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund, excluding sales charges, returned 5.31%. These shares underperformed the Lipper Large-Cap Core Funds Category Average¹ which increased 5.69% over the same time frame. The Fund’s unmanaged benchmark, the Russell 1000 Index, returned 6.18% for the same period.


Performance Snapshot as of October 31, 2005 (excluding sales charges) (unaudited)

				6 months

MDF Large Cap Growth and Value Fund — Class A Shares				5.31%

Russell 1000 Index				6.18%

Lipper Large-Cap Core Funds Category Average				5.69%


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.
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 4.85% and Class C shares returned 4.85% over the six months ended October 31, 2005.

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 912 funds in the Fund’s Lipper category, and excluding sales charges.

2 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund

Special Shareholder Notices

The Board of Directors of Smith Barney Investment Funds Inc. (the “Company”) approved an amendment to the Management Agreement between the Company, on behalf of the Fund, a series of the Company, and Smith Barney Fund Management LLC, the Fund’s manager (the “Manager”). Effective October 1, 2005, the Management Agreement’s fee of 0.75% of the Fund’s average daily net assets was replaced with the fee schedule described below:


Average Daily Net Assets		Management Fee Rate
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%

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 Manager, 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 to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund and the Manager 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

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 3

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.

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,

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

December 1, 2005

4 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund

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: Diversification does not assure against loss. 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. 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 fluctuations. These risks are magnified in emerging markets. 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.

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.)

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 5

Fund at a Glance (unaudited)

LOGO

6 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

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”.


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	5.31	%	$	1,000.00	$	1,053.10	1.25	%	$	6.47

Class B	4.85			1,000.00		1,048.50	2.02			10.43

Class C	4.85			1,000.00		1,048.50	2.01			10.38

⁽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 Class 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 be lower.

⁽³⁾

Expenses 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 — Large Cap Growth and Value Fund 2005 Semi-Annual Report 7

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	$	1,018.90	1.25	%	$	6.36

Class B	5.00			1,000.00		1,015.02	2.02			10.26

Class C	5.00			1,000.00		1,015.07	2.01			10.21

⁽¹⁾

For the six months ended October 31, 2005.

⁽²⁾

8 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Schedule of Investments (October 31, 2005) (unaudited)

SMITH BARNEY MULTIPLE DISCIPLINE FUNDS — LARGE CAP GROWTH AND VALUE FUND



Shares	Security	Value

COMMON STOCKS — 95.9%
CONSUMER DISCRETIONARY — 18.1%
Hotels, Restaurants & Leisure — 1.7%
76,500	Expedia Inc.*	$	1,437,435
38,540	McDonald’s Corp.		1,217,864

	Total Hotels, Restaurants & Leisure		2,655,299

Household Durables — 0.8%
56,250	Newell Rubbermaid Inc.		1,293,187

Internet & Catalog Retail — 2.0%
39,000	Amazon.com Inc.*		1,555,320
66,000	IAC/InterActiveCorp.*		1,689,600

	Total Internet & Catalog Retail		3,244,920

Media — 9.1%
59,500	Comcast Corp., Class A Shares*		1,655,885
30,500	EchoStar Communications Corp., Class A Shares*		819,535
212,500	Liberty Media Corp., Class A Shares*		1,693,625
147,500	News Corp., Class B Shares		2,221,350
281,300	Time Warner Inc.		5,015,579
140,100	Walt Disney Co.		3,414,237

	Total Media		14,820,211

Multiline Retail — 1.2%
20,500	J.C. Penney Co. Inc.		1,049,600
16,500	Target Corp.		918,885

	Total Multiline Retail		1,968,485

Specialty Retail — 3.3%
43,000	Bed Bath & Beyond Inc.*		1,742,360
86,800	Home Depot Inc.		3,562,272

	Total Specialty Retail		5,304,632

	TOTAL CONSUMER DISCRETIONARY		29,286,734

CONSUMER STAPLES — 11.5%
Beverages — 3.7%
80,000	Coca-Cola Co.		3,422,400
43,000	PepsiCo Inc.		2,540,440

	Total Beverages		5,962,840

Food & Staples Retailing — 0.8%
63,690	Kroger Co.*		1,267,431

Food Products — 2.3%
69,540	Sara Lee Corp.		1,241,289
37,100	Wm. Wrigley Jr. Co.		2,578,450

	Total Food Products		3,819,739

Household Products — 3.0%
18,400	Kimberly-Clark Corp.		1,045,856
68,250	Procter & Gamble Co.		3,821,318

	Total Household Products		4,867,174

See Notes to Financial Statements.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 9

Schedule of Investments (October 31, 2005) (unaudited) (continued)



Shares	Security	Value
Tobacco — 1.7%
36,200	Altria Group Inc.	$	2,716,810

	TOTAL CONSUMER STAPLES		18,633,994

ENERGY — 4.8%
Energy Equipment & Services — 1.5%
20,000	Halliburton Co.		1,182,000
18,500	Noble Corp.		1,191,030

	Total Energy Equipment & Services		2,373,030

Oil, Gas & Consumable Fuels — 3.3%
16,000	Burlington Resources Inc.		1,155,520
20,000	Royal Dutch Shell PLC, ADR, Class A Shares		1,240,800
16,500	Suncor Energy Inc.		884,895
17,050	Total SA, Sponsored ADR		2,148,641

	Total Oil, Gas & Consumable Fuels		5,429,856

	TOTAL ENERGY		7,802,886

FINANCIALS — 18.8%
Capital Markets — 4.5%
12,000	Goldman Sachs Group Inc.		1,516,440
89,100	Merrill Lynch & Co. Inc.		5,768,334

	Total Capital Markets		7,284,774

Commercial Banks — 4.9%
62,218	Bank of America Corp.		2,721,415
21,500	Comerica Inc.		1,242,270
36,000	Wachovia Corp.		1,818,720
36,500	Wells Fargo & Co.		2,197,300

	Total Commercial Banks		7,979,705

Consumer Finance — 2.4%
30,600	American Express Co.		1,522,962
31,000	Capital One Financial Corp.		2,366,850

	Total Consumer Finance		3,889,812

Diversified Financial Services — 1.1%
48,500	JPMorgan Chase & Co.		1,776,070

Insurance — 5.1%
80,300	American International Group Inc.		5,203,440
15,670	Chubb Corp.		1,456,840
37,000	St. Paul Travelers Cos. Inc.		1,666,110

	Total Insurance		8,326,390

Thrifts & Mortgage Finance — 0.8%
21,000	Golden West Financial Corp.		1,233,330

	TOTAL FINANCIALS		30,490,081

See Notes to Financial Statements.

10 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Schedule of Investments (October 31, 2005) (unaudited) (continued)



Shares	Security	Value
HEALTH CARE — 15.0%
Biotechnology — 5.6%
53,200	Amgen Inc.*	$	4,030,432
62,500	Biogen Idec Inc.*		2,539,375
28,450	Genentech Inc.*		2,577,570

	Total Biotechnology		9,147,377

Health Care Providers & Services — 2.2%
32,000	UnitedHealth Group Inc.		1,852,480
22,000	WellPoint Inc.*		1,642,960

	Total Health Care Providers & Services		3,495,440

Pharmaceuticals — 7.2%
17,500	Abbott Laboratories		753,375
69,450	Johnson & Johnson		4,348,959
21,000	Novartis AG, Sponsored ADR		1,130,220
180,720	Pfizer Inc.		3,928,853
39,500	Sanofi-Aventis, ADR		1,584,740

	Total Pharmaceuticals		11,746,147

	TOTAL HEALTH CARE		24,388,964

INDUSTRIALS — 5.7%
Aerospace & Defense — 1.6%
21,000	Boeing Co.		1,357,440
33,500	Raytheon Co.		1,237,825

	Total Aerospace & Defense		2,595,265

Commercial Services & Supplies — 0.9%
25,300	Avery Dennison Corp.		1,433,245

Industrial Conglomerates — 3.2%
100,400	General Electric Co.		3,404,564
24,450	Textron Inc.		1,761,378

	Total Industrial Conglomerates		5,165,942

	TOTAL INDUSTRIALS		9,194,452

INFORMATION TECHNOLOGY — 16.2%
Communications Equipment — 3.5%
190,500	Cisco Systems Inc.*		3,324,225
41,500	Comverse Technology Inc.*		1,041,650
78,900	Nokia Oyj, Sponsored ADR		1,327,098

	Total Communications Equipment		5,692,973

Computers & Peripherals — 2.6%
74,600	Dell Inc.*		2,378,248
21,990	International Business Machines Corp.		1,800,541

	Total Computers & Peripherals		4,178,789

Internet Software & Services — 1.1%
49,500	Yahoo! Inc.*		1,830,015

See Notes to Financial Statements.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 11

Schedule of Investments (October 31, 2005) (unaudited) (continued)



Shares		Security	Value
	Semiconductors & Semiconductor Equipment — 4.4%
	141,300	Intel Corp.	$	3,320,550
	134,400	Texas Instruments Inc.		3,837,120

		Total Semiconductors & Semiconductor Equipment		7,157,670

	Software �� 4.6%
	31,000	Electronic Arts Inc.*		1,763,280
	222,200	Microsoft Corp.		5,710,540

		Total Software		7,473,820

		TOTAL INFORMATION TECHNOLOGY		26,333,267

	MATERIALS — 0.8%
	Chemicals — 0.8%
	23,500	Air Products & Chemicals Inc.		1,345,140

	TELECOMMUNICATION SERVICES — 4.1%
	Diversified Telecommunication Services — 1.5%
	42,000	AT&T Corp.		830,760
	68,360	SBC Communications Inc.		1,630,386

		Total Diversified Telecommunication Services		2,461,146

	Wireless Telecommunication Services — 2.6%
	27,500	ALLTEL Corp.		1,701,150
	105,980	Sprint Nextel Corp.		2,470,394

		Total Wireless Telecommunication Services		4,171,544

		TOTAL TELECOMMUNICATION SERVICES		6,632,690

	UTILITIES — 0.9%
	Multi-Utilities — 0.9%
	33,800	Sempra Energy		1,497,340

		TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $159,605,253)		155,605,548


Face Amount
	SHORT-TERM INVESTMENT — 4.4%
	Repurchase Agreement — 4.4%
$	7,143,000	State Street Bank & Trust Co., dated 10/31/05, 3.520% due 11/1/05, Proceeds at maturity — $7,143,698; (Fully collateralized by U.S. Treasury Bonds, 8.125% due 8/15/21, Market value — $7,293,588) (Cost — $7,143,000)		7,143,000

		TOTAL INVESTMENTS — 100.3% (Cost — $166,748,253#)		162,748,548
		Liabilities in Excess of Other Assets — (0.3)%		(439,179	)

		TOTAL NET ASSETS — 100.0%	$	162,309,369

Non-income producing security.

Aggregate cost for federal income tax purposes is substantially the same.

Abbreviation used in this schedule:

ADR — American Depositary Receipt

See Notes to Financial Statements.

12 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Statement of Assets and Liabilities (October 31, 2005) (unaudited)


ASSETS:
Investments, at value (Cost — $166,748,253)	$	162,748,548
Cash		1,446
Dividends and interest receivable		89,176
Prepaid expenses		21,179

Total Assets		162,860,349

LIABILITIES:
Payable for Fund shares repurchased		257,022
Management fee payable		103,514
Transfer agent fees payable		75,190
Distribution fees payable		38,223
Directors’ fees payable		5,589
Accrued expenses		71,442

Total Liabilities		550,980

Total Net Assets	$	162,309,369

NET ASSETS:
Par value (Note 6)	$	18,612
Paid-in capital in excess of par value		318,064,665
Accumulated net investment loss		(104,779	)
Accumulated net realized loss on investments and foreign currency transactions		(151,669,424	)
Net unrealized depreciation on investments		(3,999,705	)

Total Net Assets	$	162,309,369

Shares Outstanding:
Class A		5,034,869

Class B		7,789,148

Class C		5,788,157

Net Asset Value:
Class A (and redemption price)		$8.93

Class B *		$8.64

Class C *		$8.64

Maximum Public Offering Price Per Share:
Class A (based on maximum sales charge of 5.00%)		$9.40

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 — Large Cap Growth and Value Fund 2005 Semi-Annual Report 13

Statement of Operations (For the six months ended October 31, 2005) (unaudited)


INVESTMENT INCOME:
Dividends	$	1,258,864
Interest		60,560
Less: Foreign taxes withheld		(10,075	)

Total Investment Income		1,309,349

EXPENSES:
Distribution fees (Notes 2 and 4)		707,370
Management fee (Note 2)		667,822
Transfer agent fees (Notes 2 and 4)		121,179
Shareholder reports (Note 4)		31,636
Custody fees		21,273
Registration fees		17,774
Legal fees		12,694
Audit and tax		12,372
Directors’ fees		9,433
Insurance		2,948
Miscellaneous expenses		2,192

Total Expenses		1,606,693

Net Investment Loss		(297,344	)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):
Net Realized Gain From:
Investments		6,373,506
Foreign currency transactions		11

Net Realized Gain		6,373,517

Change in Net Unrealized Appreciation/Depreciation From Investments		3,133,489

Net Gain on Investments and Foreign Currency Transactions		9,507,006

Increase in Net Assets From Operations	$	9,209,662

See Notes to Financial Statements.

14 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Statements of Changes in Net Assets


For the six months ended October 31, 2005 (unaudited) and the year ended April 30, 2005

	October 31			April 30
OPERATIONS:
Net investment income (loss)	$	(297,344	)	$	841,819
Net realized gain		6,373,517			10,246,089
Change in net unrealized appreciation/depreciation		3,133,489			(11,781,806	)

Increase (Decrease) in Net Assets From Operations		9,209,662			(693,898	)

DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 5):
Net investment income		—			(649,254	)

Decrease in Net Assets From Distributions to Shareholders		—			(649,254	)

FUND SHARE TRANSACTIONS (NOTE 6):
Net proceeds from sale of shares		2,167,892			12,597,134
Reinvestment of distributions		—			591,861
Cost of shares repurchased		(30,758,429	)		(66,712,779	)

Decrease in Net Assets From Fund Share Transactions		(28,590,537	)		(53,523,784	)

Decrease in Net Assets		(19,380,875	)		(54,866,936	)
NET ASSETS:
Beginning of period		181,690,244			236,557,180

End of period*	$	162,309,369		$	181,690,244

* Includes accumulated net investment loss and undistributed net investment income, respectively, of:		$(104,779	)		$192,565

See Notes to Financial Statements.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 15

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			2004			2003			2002			2001
Net Asset Value, Beginning of Period		$8.48			$ 8.55			$ 6.89			$ 9.55			$11.10			$12.34

Income (Loss) From Operations:
Net investment income		0.01			0.08			0.02			0.06			0.03			0.03
Net realized and unrealized gain (loss)		0.44			(0.08	)		1.71			(2.72	)		(1.58	)		(1.12	)

Total Income (Loss) From Operations		0.45			0.00			1.73			(2.66	)		(1.55	)		(1.09	)

Less Distributions From:
Net investment income		—			(0.07	)		(0.07	)		—			—			—
Net realized gains		—			—			—			—			—			(0.15	)
Return of capital		—			—			—			—			—			(0.00	)⁽³⁾

Total Distributions		—			(0.07	)		(0.07	)		—			—			(0.15	)

Net Asset Value, End of Period		$8.93			$ 8.48			$ 8.55			$ 6.89			$ 9.55			$11.10

Total Return⁽⁴⁾		5.31	%		0.03	%		25.09	%		(27.85	)%		(13.96	)%		(8.93	)%

Net Assets, End of Period (000s)	$	44,953		$	48,932		$	56,898		$	51,360		$	93,551		$	132,618

Ratios to Average Net Assets:
Gross expenses		1.25	%⁽⁵⁾		1.26	%		1.16	%		1.19	%		1.18	%		1.16	%
Net expenses⁽⁶⁾		1.25	⁽⁵⁾		1.18	⁽⁷⁾		1.16			1.19			1.18			1.16
Net investment income		0.22	⁽⁵⁾		0.96			0.29			0.81			0.34			0.27

Portfolio Turnover Rate		20	%		22	%		58	%		55	%		37	%		10	%

⁽¹⁾

Per share amounts have been calculated using the average shares method.

⁽²⁾

For the six months ended October 31, 2005 (unaudited).

⁽³⁾

Amount represents less than $0.01 per share.

⁽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.

⁽⁵⁾

Annualized.

⁽⁶⁾

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%.

⁽⁷⁾

The investment manager voluntarily waived a portion of its fees.

See Notes to Financial Statements.

16 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value 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			2004			2003			2002			2001
Net Asset Value, Beginning of Period	$	8.24		$	8.31		$	6.70		$	9.35		$	10.96		$	12.28

Income (Loss) From Operations:
Net investment income (loss)		(0.02	)		0.02			(0.04	)		0.00	⁽³⁾		(0.04	)		(0.06	)
Net realized and unrealized gain (loss)		0.42			(0.08	)		1.66			(2.65	)		(1.57	)		(1.11	)

Total Income (Loss) From Operations		0.40			(0.06	)		1.62			(2.65	)		(1.61	)		(1.17	)

Less Distributions From:
Net investment income		—			(0.01	)		(0.01	)		—			—			—
Net realized gains		—			—			—			—			—			(0.15	)
Return of capital		—			—			—			—			—			(0.00	)⁽³⁾

Total Distributions		—			(0.01	)		(0.01	)		—			—			(0.15	)

Net Asset Value, End of Period	$	8.64		$	8.24		$	8.31		$	6.70			$ 9.35		$	10.96

Total Return⁽⁴⁾		4.85	%		(0.72	)%		24.14	%		(28.34	)%		(14.69	)%		(9.63	)%

Net Assets, End of Period (000s)		$67,325			$75,871			$104,478			$106,276			$194,364			$278,048

Ratios to Average Net Assets:
Gross expenses		2.02	%⁽⁵⁾		2.01	%		1.91	%		1.94	%		1.92	%		1.93	%
Net expenses⁽⁶⁾		2.02	⁽⁵⁾		1.94	⁽⁷⁾		1.91			1.94			1.92			1.93
Net investment income (loss)		(0.55	)⁽⁵⁾		0.20			(0.47	)		0.06			(0.41	)		(0.51	)

Portfolio Turnover Rate		20	%		22	%		58	%		55	%		37	%		10	%

⁽¹⁾

Per share amounts have been calculated using the average shares method.

⁽²⁾

For the six months ended October 31, 2005 (unaudited).

⁽³⁾

Amount represents less than $0.01 per share.

⁽⁴⁾

⁽⁵⁾

Annualized.

⁽⁶⁾

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%.

⁽⁷⁾

The investment manager voluntarily waived a portion of its fees.

See Notes to Financial Statements.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 17

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⁾⁽²⁾	2005⁽³⁾			2005			2004			2003			2002			2001
Net Asset Value, Beginning of Period		$ 8.24			$ 8.31			$ 6.70			$ 9.35			$10.96			$12.28

Income (Loss) From Operations:
Net investment income (loss)		(0.02	)		0.02			(0.04	)		0.00	⁽⁴⁾		(0.04	)		(0.06	)
Net realized and unrealized gain (loss)		0.42			(0.08	)		1.66			(2.65	)		(1.57	)		(1.11	)

Total Income (Loss) From Operations		0.40			(0.06	)		1.62			(2.65	)		(1.61	)		(1.17	)

Less Distributions From:
Net investment income		—			(0.01	)		(0.01	)		—			—			—
Net realized gains		—			—			—			—			—			(0.15	)
Return of capital		—			—			—			—			—			(0.00	)⁽⁴⁾

Total Distributions		—			(0.01	)		(0.01	)		—			—			(0.15	)

Net Asset Value, End of Period		$ 8.64			$ 8.24			$ 8.31			$ 6.70			$ 9.35			$10.96

Total Return⁽⁵⁾		4.85	%		(0.72	)%		24.15	%		(28.34	)%		(14.69	)%		(9.63	)%

Net Assets, End of Period (000s)	$	50,031		$	56,887		$	75,181		$	74,027		$	139,684		$	207,209

Ratios to Average Net Assets:
Gross expenses		2.01	%⁽⁶⁾		2.01	%		1.92	%		1.93	%		1.92	%		1.93	%
Net expenses⁽⁷⁾		2.01	⁽⁶⁾		1.93	⁽⁸⁾		1.92			1.93			1.92			1.93
Net investment income (loss)		(0.54	)⁽⁶⁾		0.21			(0.48	)		0.07			(0.41	)		(0.51	)

Portfolio Turnover Rate		20	%		22	%		58	%		55	%		37	%		10	%

⁽¹⁾

Per share amounts have been calculated using the average shares method.

⁽²⁾

On April 29, 2004, Class L shares were renamed as Class C shares.

⁽³⁾

For the six months ended October 31, 2005 (unaudited).

⁽⁴⁾

Amount represents less than $0.01 per share.

⁽⁵⁾

⁽⁶⁾

Annualized.

⁽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⁾

The investment manager voluntarily waived a portion of its fees.

See Notes to Financial Statements.

18 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Notes to Financial Statements (unaudited)

1.	Organization and Significant Accounting Policies

The Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund (the “Fund”) is a separate non-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

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 19

Notes to Financial Statements (unaudited) (continued)

prevailing exchange rates on the date of valuation. Purchases and sales of investment 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) 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.

(f) 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.

(g) 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.

(h) 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.

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. Effective October 1, 2005, the Fund’s management fee, which is calculated daily and paid monthly, was

20 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Notes to Financial Statements (unaudited) (continued)

reduced from 0.75% of the Fund’s average daily net assets to a fee calculated in accordance with the following breakpoint schedule:



Average Daily Net Assets	Management Fee Rate
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	%

During the six months ended October 31, 2005, the Fund’s Class A, B, and C shares had voluntary expense limitations in place of 1.40%, 2.15% and 2.15%, respectively.

Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”) and Primerica Shareholder Services (“PSS”), another subsidiary of Citigroup, act as the Fund’s sub-transfer agents. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC and PSS are responsible for shareholder recordkeeping and financial processing for all shareholder accounts and are paid by CTB. For the six months ended October 31, 2005, the Fund paid transfer agent fees of $77,471 to CTB.

In addition, for the six months ended October 31, 2005, the Fund also paid $107 to other Citigroup affiliates for shareholder recordkeeping services.

Citigroup Global Markets Inc. (“CGM”) and PFS Distributors, Inc., both of which are subsidiaries of Citigroup, act as the Fund’s distributors.

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 $21,000 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	$	15,000	$	0	*

Amount represents less than $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.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 21

Notes to Financial Statements (unaudited) (continued)

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	$	33,940,740

Sales		69,166,938

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	$	14,224,627
Gross unrealized depreciation		(18,224,332	)

Net unrealized depreciation	$	(3,999,705	)

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	$	61,020	$	369,359	$	276,991

For the six months ended October 31, 2005, total Transfer Agent fees were as follows:



	Class A		Class B		Class C
Transfer Agent Fees	$	31,678	$	51,402	$	38,099

For the six months ended October 31, 2005, total Shareholder Reports expenses were as follows:



	Class A		Class B		Class C
Shareholder Reports Expenses	$	6,674	$	14,544	$	10,418

22 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Notes to Financial Statements (unaudited) (continued)

5.	Distributions to Shareholders by Class



	Six Months Ended October 31, 2005		Year Ended April 30, 2005
Net Investment Income
Class A	$	—	$	453,443
Class B		—		110,200
Class C		—		85,611

Total	$	—	$	649,254

6.	Capital Shares

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					Year Ended April 30, 2005
	Shares		Amount			Shares		Amount
Class A
Shares sold	154,333		$	1,385,071		827,554		$	7,088,234
Shares issued on reinvestment	—			—		47,320			411,212
Shares repurchased	(891,619	)		(7,985,347	)	(1,759,686	)		(15,065,717	)

Net Decrease	(737,286	)	$	(6,600,276	)	(884,812	)	$	(7,566,271	)

Class B
Shares sold	53,222		$	459,659		329,041		$	2,721,121
Shares issued on reinvestment	—			—		11,883			100,649
Shares repurchased	(1,473,316	)		(12,758,687	)	(3,705,864	)		(30,846,464	)

Net Decrease	(1,420,094	)	$	(12,299,028	)	(3,364,940	)	$	(28,024,694	)

Class C
Shares sold	37,160		$	323,162		335,258		$	2,787,779
Shares issued on reinvestment	—			—		9,445			80,000
Shares repurchased	(1,153,767	)		(10,014,395	)	(2,488,301	)		(20,800,598	)

Net Decrease	(1,116,607	)	$	(9,691,233	)	(2,143,598	)	$	(17,932,819	)

7.	Capital Loss Carryforward

As of April 30, 2005, the Fund had, for federal income tax purposes, a net capital loss carryforward of $157,817,794, of which $9,098,253 expires in 2010, $88,346,766 expires in 2011, and $60,372,775 expires in 2012. These amounts will be available to offset any future taxable capital gains.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 23

Notes to Financial Statements (unaudited) (continued)

8.	Regulatory Matters

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 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.

24 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Notes to Financial Statements (unaudited) (continued)

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”).

9.	Legal Matters

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 8. 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 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,

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 25

Notes to Financial Statements (unaudited) (continued)

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.

10.

Other Matters

The Fund has received information concerning SBFM as follows:

On September 16, 2005, the staff of the SEC informed SBFM that the staff is considering recommending that the SEC 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 SEC 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.

11.

Subsequent Events

On December 1, 2005, Citigroup completed the sale of substantially all of its asset management business, CAM, to 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 to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund and the Manager 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 distributors, CGM and PFS Investments Inc., as successor by merger to PFS Distributors, Inc. (“PFS”), and Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, as co-distributors of the Fund. The Fund’s Board has also approved amended and restated Rule 12b-1 Plans. CGM, PFS and other broker-dealers, financial intermediaries and financial institutions (each called a “Service Agent”)

26 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Notes to Financial Statements (unaudited) (continued)

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. The Manager’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 — Large Cap Growth and Value Fund 2005 Semi-Annual Report 27

Board Approval of Management Agreement (unaudited)

At separate meetings of the Fund’s Board of Directors, the Board considered the re-approval for an annual period the Fund’s management agreement (the “Agreement”), pursuant to which Smith Barney Fund Management LLC (the “Manager”) provides the Fund with investment advisory and administrative services. The Board members who are not “interested persons” (as defined in the 1940 Act (the “Independent Directors”)) of the Fund were assisted in their review by Fund counsel and independent legal counsel and met with independent legal counsel in executive sessions separate from representatives of the Manager. The Independent Directors requested and received information from the Manager they deemed reasonably necessary for their review of the Agreement and the Manager’s performance. This information was initially reviewed by a special committee comprised of all of the Independent Directors and then by the full Board. Prior to the Board’s deliberations, Citigroup had announced an agreement to sell the Manager to Legg Mason, which, subject to certain approvals, was expected to be effective later in the year. Consequently, representatives of Legg Mason discussed with the Board Legg Mason’s intentions regarding the preservation and strengthening of the Manager’s business. The Independent Directors also requested and received certain assurances from senior management of Legg Mason regarding the continuation of the Fund’s portfolio management team and of the level of other services provided to the Fund and its shareholders should the sale of the Manager be consummated. At subsequent Board meetings, representatives of CAM and Legg Mason made additional presentations to and responded to further questions from the Board regarding Legg Mason’s acquisition of the Manager. After considering these presentations and reviewing additional written materials provided by CAM and Legg Mason, the Board, including the Independent Directors, approved, subject to shareholder approval, a new Agreement permitting the Manager to continue to provide its services to the Fund after consummation of the sale of the Manager to Legg Mason. (Shareholders approved the new Agreement and the sale of CAM to Legg Mason was consummated as of December 1, 2005.)

In voting to approve the Agreement, the Independent Directors considered whether the approval of the Agreement would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below.

Analysis of the Nature, Extent and Quality of the Services provided to the Fund

The Board received a presentation from representatives of the Manager regarding the nature, extent and quality of services provided to the Fund and other funds in the CAM fund complex. In addition, the Independent Directors received and considered other information regarding the services provided to the Fund by the Manager under the Agreement during the past year, including a description of the administrative and other services rendered to the Fund and its shareholders by the Manager. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager about the management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager took into account the Board’s knowledge and

28 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Board Approval of Management Agreement (unaudited) (continued)

familiarity gained as Board members of funds in the CAM fund complex, including the scope and quality of the Manager’s investment management and other capabilities and the quality of its administrative and other services. The Board observed that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Fund’s expanded compliance programs. The Board also considered the Manager’s response to recent regulatory compliance issues affecting it and the CAM fund complex. The Board reviewed information received from the Manager and the Fund’s Chief Compliance Officer regarding the implementation to date of the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the willingness of the Manager to consider and implement organizational changes to improve investment results and the services provided to the CAM fund complex. The Board noted that the Manager’s Office of the Chief Investment Officer, comprised of the senior officers of the investment teams managing the funds in the CAM complex, participates in reporting to the Board on investment matters. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources available to CAM and its parent organization, Citigroup.

The Board also considered the Manager’s brokerage policies and practices, the standards applied in seeking best execution, the Manager’s policies and practices regarding soft dollars, the use of a broker affiliated with the Manager and the existence of quality controls applicable to brokerage allocation procedures. In addition, management also reported to the Board on, among other things, its business plans, recent organizational changes and portfolio manager compensation plan.

The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the Agreement by the Manager.

Fund Performance

The Board received and reviewed performance information for the Fund and for a group of comparable funds (the “Performance Universe”) selected by Lipper Inc., an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Board also was provided with information comparing the Fund’s performance to the Lipper category averages over various time periods. The Board members noted that they had also received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark index. The information comparing the Fund’s performance to that of its Performance Universe, consisting of all retail and institutional funds classified as “large-cap core funds” by Lipper, was for the one-, three- and five-year periods ended March 31, 2005. The Fund performed below the median for each period. The Board

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 29

Board Approval of Management Agreement (unaudited) (continued)

members discussed with the Fund’s portfolio managers the reasons for the Fund’s underperformance compared to the Performance Universe during the periods covered by the Lipper data. It was noted that the management team for the Fund was changed and a new investment strategy was implemented in late January 2004. The Board members noted that the portfolio was modeled on investment styles which have demonstrated long-term competitive performance and that the portfolio managers were very experienced with a superior long-term track record. In responding to questions from the Board, representatives of management expressed their confidence in the Fund’s investment management policies. The Board also reviewed performance information provided by the Manager for periods ended June 2005, which showed the Fund’s performance had improved during the second quarter. Based on its review, the Board generally was satisfied with management’s efforts to improve the Fund’s performance, but concluded that it was necessary to continue to closely monitor the performance of the Fund and its portfolio management team.

Management Fees and Expense Ratios

The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager for investment advisory and administrative services in light of the nature, extent and quality of the management services provided by the Manager.

Additionally, the Board received and considered information comparing the Fund’s Contractual Management Fee and the Fund’s overall expense ratio with those of funds in both the relevant expense group (the “Expense Group”) and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding the fees the Manager charged any of its other U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in the scope of services provided to the Fund and to these other clients, noting that the Fund is provided with regulatory compliance and administrative services, office facilities and fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund providers. The Board considered the fee comparisons in light of the differences required to manage these different types of accounts. The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a proposed framework of fees based on asset classes.

Management also discussed with the Board the Fund’s distribution arrangements. The Board was provided with information concerning revenues received by and certain expenses incurred by the Fund’s affiliated distributors and how the amounts received by the distributors are expended.

The information comparing the Fund’s Contractual Management Fee as well as its actual total expense ratio to its Expense Group, consisting of 16 retail front-end load funds (including the Fund) classified as “large-cap core funds” by Lipper, showed that the Fund’s Contractual Management Fee was lower than the median of management fees paid by the

30 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Board Approval of Management Agreement (unaudited) (continued)

other funds in the Expense Group. The Board noted that the Fund’s actual total expense ratio also was lower than the median of total expense ratios of the other funds in the Expense Group.

After discussion with the Board members, the Manager offered to institute a breakpoint schedule to the Fund’s Contractual Management Fee, which would result in a reduction in the Fund’s overall effective fee rate to the extent the Fund’s assets increase to a level at which one or more breakpoints are triggered.

Taking all of the above into consideration, the Board determined that the management fee was reasonable in light of the comparative performance and expense information and the nature, extent and quality of the services provided to the Fund under the Agreement.

Manager Profitability

The Board received and considered a profitability analysis of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the CAM fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Manager’s methodology. The Board also noted the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. The Board determined that the Manager’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

Economies of Scale

The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The Board also considered whether alternative fee structures (such as with additional breakpoints at lower asset levels) would be more appropriate or reasonable taking into consideration economies of scale or other efficiencies.

The Board noted that the Fund’s asset level had not yet reached the specified asset level at which one or more breakpoints to its new Contractual Management Fee would be triggered. The Board noted that the Fund’s new Contractual Management Fee with breakpoints reflected the potential for sharing economies of scale with shareholders as the Fund grows. The Board also noted that as the Fund’s assets increase over time, the Fund and its shareholders should realize other economies of scale as certain expenses, such as fixed Fund fees, become a smaller percentage of overall assets. The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources.

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 31

Board Approval of Management Agreement (unaudited) (continued)

Other Benefits to the Manager

The Board considered other benefits received by the Manager and its affiliates as a result of the Manager’s relationship with the Fund, including any soft dollar arrangements, receipt of brokerage commissions and the opportunity to offer additional products and services to Fund shareholders.

In light of the costs of providing investment management and other services to the Fund and the Manager’s ongoing commitment to the Fund, the profits and other ancillary benefits that the Manager and its affiliates received were considered reasonable.

Based on their discussions and considerations, including those described above, the Board members approved the Agreement to continue for another year.

No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Agreement.

* * *

Additional Information

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 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 authorized the Fund’s officers to submit the New Management 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. 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. 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 coun - -

32 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Board Approval of Management Agreement (unaudited) (continued)

sel, also requested and received additional information from CAM and Legg Mason in connection with their consideration of the New Management 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. 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.

In their deliberations concerning the New Management 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 subadviser 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 potential benefits to Fund shareholders from being part of a combined fund family with Legg Mason-sponsored funds;

Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report 33

Board Approval of Management Agreement (unaudited) (continued)

(x) 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;

(xi) 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;

(xii) 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;

(xiii) 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;

(xiv) that the Fund would not bear the costs of obtaining shareholder approval of the New Management Agreement;

(xv) 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

(xvi) that, as discussed in detail above, within the past year the Board had performed a full annual review of 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, fees and economies of scale and investment performance as it did when it renamed the current management agreement, and reached substantially the same conclusions.

34 Smith Barney Multiple Discipline Funds — Large Cap Growth and Value Fund 2005 Semi-Annual Report

Smith Barney Multiple Discipline Funds Large Cap Growth and Value 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

Robert Feitler, Jr.

Vice President and

Investment Officer

Mark J. McAllister

Vice President and

Investment Officer

Kirstin Mobyed

Vice President and
Investment Officer

Roger Paradiso

Vice President and
Investment Officer

Andrew Beagley

Chief Anti-Money Laundering
Compliance Officer and
Chief Compliance Officer

OFFICERS (continued)

Steven Frank

Controller

Robert I. Frenkel

Secretary and
Chief Legal Officer

INVESTMENT MANAGER

Smith Barney Fund
Management LLC

DISTRIBUTORS

Citigroup Global Markets Inc.

Legg Mason Investor Services, LLC

PFS Investments, Inc.

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 — Large Cap Growth and Value 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

Member NASD, SIPC


FD01760 12/05		05-9406

LOGO

Smith Barney Multiple Discipline Funds Large Cap Growth and Value Fund

The Fund is a separate series of the Smith Barney Investment Funds Inc., a Maryland corporation.

SMITH BARNEY MULTIPLE DISCIPLINE FUNDS

LARGE CAP GROWTH AND VALUE 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.

ITEM 2.

CODE OF ETHICS.

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 8.

[RESERVED]

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.

ITEM 12.

EXHIBITS.

(a)

Not applicable.

(b)

Attached hereto.


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.


By:		/s/ R. Jay Gerken
		R. Jay Gerken
		Chief Executive Officer of
		Smith Barney Investment Funds Inc.

Date:		January 9, 2006


By:		/s/ Kaprel Ozsolak
		Kaprel Ozsolak
		Chief Financial Officer of
		Smith Barney Investment Funds Inc.

Date:		January 9, 2006

Legg Mason Partners Investment Funds Inactive N-CSRSCertified semi-annual shareholder report (management investment company)