================================================================================ 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. Smith Barney Fund Management 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: APRIL 30, 2004 ================================================================================ ITEM 1. REPORT TO STOCKHOLDERS. The Annual Report to Stockholders is filed herewith. SMITH BARNEY MULTIPLE DISCIPLINE FUNDS LARGE CAP GROWTH AND VALUE FUND MULTIPLE DISCIPLINE SERIES | ANNUAL REPORT | APRIL 30, 2004 [LOGO] Smith Barney Mutual Funds Your Serious Money. Professionally Managed./R/ Your Serious Money. Professionally Managed./R/ is a registered service mark of Citigroup Global Markets Inc. NOT FDIC INSURED . NOT BANK GUARANTEED . MAY LOSE VALUE WHAT'S INSIDE Letter from the Chairman.............................................. 1 Manager Overview...................................................... 3 Fund Performance...................................................... 5 Historical Performance................................................ 6 Schedule of Investments............................................... 7 Statement of Assets and Liabilities................................... 11 Statement of Operations............................................... 12 Statements of Changes in Net Assets................................... 13 Notes to Financial Statements......................................... 14 Financial Highlights.................................................. 19 Report of Independent Registered Public Accounting Firm............... 21 Additional Information................................................ 22 Tax Information....................................................... 24 LETTER FROM THE CHAIRMAN [PHOTO] R. Jay Gerken R. JAY GERKEN, CFA Chairman, President and Chief Executive Officer Dear Shareholder, Over the 12-month period ended April 30, 2004, most broad U.S. stock and bond market indexes posted moderate gains. Stocks generally continued to outpace bonds, with large-capitalization stocks typically outperforming small- and mid-cap stocks and international stock markets generally outperforming the domestic stock market. The economic environment was dominated by uncertainty surrounding the sustainability of the domestic economic recovery, a continued focus on new job growth and a geopolitical environment centering on news from Iraq and new acts of terrorism. Since the start of 2004, markets have been in a holding pattern -- volatility declined and returns were relatively muted. Equity markets seem to have priced in prospects of continued economic recovery and, in general, they were not disappointed. Both bond market and stock market participants were a bit unnerved by prospects for U.S. Federal Reserve tightening of key interest rates at some unknown future date, the continuing turmoil in Iraq, and the March 2004 bombings in Spain. Each of these elements had a negative influence on the stock market. Despite these concerns, however, the underlying economic and corporate earnings picture continued to improve through the end of the period. So far this year, the economy overall has appeared to be growing at a pace similar to last year's rate. The ongoing recovery has been broad-based, with strength in the consumer sector, exports and business investment. Soaring corporate profit growth has led to vastly improved balance-sheet fundamentals in general, while highly stimulative monetary and fiscal policy continued to provide support, although the stimulative effects of fiscal policy could wane after tax-refund season ends this spring. Following a period of mixed employment news through the end of last year, job growth picked up substantially in the first calendar quarter of 2004. Signs of increasing inflation have begun to mount in recent weeks. Fiscal and monetary policymakers have been stimulating the economy since 2000. The Fed has more or less said it prefers inflation to deflation in the current environment. However, we believe the recent pick-up in inflationary signals has increased the possibility that the Fed may raise interest rates sooner than anticipated, perhaps as early as this summer. Accordingly, the recent debate in the market has focused on the timing and magnitude of prospective rate increases. Please read on for a more detailed look at prevailing economic and market conditions during the fund's fiscal year and to learn how those conditions and changes made to the portfolio during this time may have affected fund performance. Information About Your Fund In recent months several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. The fund's Adviser 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 Adviser and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations. 1 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual 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, /s/ R. Jay Gerken R. Jay Gerken, CFA Chairman, President and Chief Executive Officer May 20, 2004 2 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report MANAGER OVERVIEW Special Shareholder Notice On January 21, 2004, many changes took place affecting the fund's name, investment strategy and portfolio management team. The fund's name changed from Smith Barney Premier Selections Large Cap Fund to Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund. In addition, the fund is now coordinated by overlay portfolio managers who purchase and sell securities for the fund on the basis of recommendations received from each segment's portfolio managers. The overlay portfolio managers essentially utilize the recommendations of each segment manager in a manner that is appropriate for the fund. For instance, the overlay managers identify and analyze duplicate positions that may occur if different segment managers recommend the same security for their respective segment, and they determine whether the size of each position is appropriate for the fund. Upon consultation with a fund's segment managers, the overlay portfolio managers may make adjustments if one of the segments become over- or underweighted as a result of market appreciation or depreciation. The overlay portfolio managers of the fund are Roger Paradiso and Kirstin Mobyed. In addition, effective April 29, 2004, Smith Barney Class L shares were renamed Class C Shares. On February 2, 2004, initial sales charges on these shares were eliminated. Market Overview For the period, we were focused on building a portfolio of companies that we believe demonstrated sustainable solid earnings and cash flow growth. The momentum built by strong U.S. economic growth in 2003 was maintained during the period. Business confidence continued to strengthen as managements of financially strong large capitalization companies increased budgets for corporate spending, furthering innovation, growth, and eventually, the creation of new jobs. PERFORMANCE SNAPSHOT* AS OF APRIL 30, 2004 (excluding sales charges) 6 Months 12 Months Class A Shares 6.54% 25.09% Russell 1000 Index 6.11% 23.90% Lipper Large Cap Core Funds Category Average 4.52% 19.51% *Prior to January 21, 2004, the fund followed different investment strategies under the name "Premier Selections Large Cap Fund." 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.smithbarneymutualfunds.com. Class A share returns assume the reinvestment of income dividends and capital gains distributions 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 6.09% and Class C shares returned 6.10% over the six months ended April 30, 2004. Excluding sales charges, Class B shares returned 24.14% and Class C shares returned 24.15% over the 12 months ended April 30, 2004. Effective April 29, 2004, Smith Barney Class L shares were renamed Class C shares. On February 2, 2004, initial sales charges on these shares were eliminated. All index performance reflects no deduction for fees, expenses or taxes. The Russell 1000 Index measures the performance of the 1000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. Please note that an investor cannot invest directly in an index. Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended April 30, 2004, calculated among the 1052 funds for the six-month period and among the 1020 funds for the 12-month period, in the fund's Lipper category including the reinvestment of dividends and capital gains, if any, and excluding sales charges. 3 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report Performance Review For the 12 months ended April 30, 2004, Class A shares of the Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund, excluding sales charges, returned 25.09%. For the period, these shares outperformed the fund's benchmark, the Russell 1000 Index,/i/ which returned 23.90%, and the fund's Lipper large cap core funds category average, which returned 19.51%./ii / Factors That Affected Fund Performance The fund's performance during the period was fueled by positive returns from a number of holdings in a range of sectors, including the consumer staples, energy, telecommunication service and utilities sectors. Sectors that detracted from performance included the consumer discretionary, financials, healthcare, information technology, industrial, and material sectors. Consumer staples stocks contributed positively overall to returns as the earnings growth of companies such as The Gillette Co. and PepsiCo, Inc. benefited from the continued strength in consumer spending and by a weaker U.S. dollar, which helped increase sales in overseas markets. The energy sector also contributed positively overall to the performance of the portfolio. The earnings growth of companies such as BP PLC and Exxon Mobil continued to improve as oil prices increased during the period. In addition, certain biotechnology companies, such as Genentech, Inc. and Biogen Idec Inc. also contributed positively to the portfolio's return due in part to increased earnings strength. For the period, investments that detracted from the performance included some information technology stocks such as Intel Corp. and Texas Instruments Inc. In addition, our positions in certain financials, such as Berkshire Hathaway Inc. and Merrill Lynch, detracted from performance for the period. In our view, weakness in financials was due in part to investors focusing on the direction of interest rates and a growing concern earlier in the year regarding the sustainability of economic growth. We added to our position in Merrill Lynch during the period and increased our weighting in the brokerage industry because of current market valuations and prospects for stronger earnings and economic growth. Thank you for your investment in the Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund. We appreciate that you have entrusted us to manage your money and value our relationship with you. Sincerely, /s/ Roger Paradiso /s/ Kirstin Mobyed Roger Paradiso Kirstin Mobyed Co-coordinating Co-coordinating Portfolio Manager Portfolio Manager May 20, 2004 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. Portfolio holdings and breakdowns are as of April 30, 2004 and are subject to change and may not be representative of the portfolio manager's current or future investments. The fund's top ten holdings as of this date were: American International Group, Inc. (4.51%), Berkshire Hathaway Inc. (4.42%), Pfizer Inc. (4.01%), Microsoft Corp. (3.77%), The Gillette Co. (2.92%), The Coca-Cola Co. (2.86%), Intel Corp. (2.72%), Merck & Co. Inc. (2.68%), Johnson & Johnson (2.64%), Texas Instruments Inc. (2.64%). Please refer to pages 7 through 10 for a list and percentage breakdown of the fund's holdings. The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the portfolio manager's current or future investments. The fund's top five sector holdings as of April 30, 2004 were: Financials (19.09%); Health Care (17.41%); Consumer Staples (16.26%); Information Technology (15.85%); Consumer Discretionary (11.12%). The fund's portfolio composition is subject to change at any time. RISKS: The fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and may 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. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index. /i/The Russell 1000 Index measures the performance of the 1000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. /ii/Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended April 30, 2004, calculated among the 1020 funds in the fund's Lipper category including the reinvestment of dividends and capital gains, if any, and excluding sales charges. 4 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report AVERAGE ANNUAL TOTAL RETURNS+ (UNAUDITED) Without Sales Charges/(1)/ ---------------------------------------------- Class A Class B Class C/(2)/ - ------------------------------------------------------------------------------------- Twelve Months Ended 4/30/04 25.09% 24.14% 24.15% - ---------------------------------------------------------------------------------- Inception* through 4/30/04 (5.57) (6.28) (6.28) - ---------------------------------------------------------------------------------- With Sales Charges/(3)/ ---------------------------------------------- Class A Class B Class C/(2)/ - ------------------------------------------------------------------------------------- Twelve Months Ended 4/30/04 18.88% 19.14% 23.15% - ---------------------------------------------------------------------------------- Inception* through 4/30/04 (6.60) (6.48) (6.28) - ---------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURNS+ (UNAUDITED) Without Sales Charges/(1)/ - ------------------------------------------------------------------------------------- Class A (Inception* through 4/30/04) (23.45)% - ---------------------------------------------------------------------------------- Class B (Inception* through 4/30/04) (26.12) - ---------------------------------------------------------------------------------- Class C (Inception* through 4/30/04)/(2)/ (26.12) - ---------------------------------------------------------------------------------- (1)Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value and does not reflect deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charges ("CDSC") with respect to Class B and C shares. (2)On April 29, 2004, Class L shares were renamed as Class C shares. (3)Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.00%; Class B shares reflect the deduction of a 5.00% CDSC, which applies if shares are redeemed within one year from purchase payment. Thereafter, the CDSC declines by 1.00% per year until no CDSC is incurred. Class C shares also reflect the deduction of a 1.00% CDSC which applies if shares are redeemed within one year from purchase payment. The 1.00% initial sales charge on Class C shares is no longer imposed, effective February 2, 2004. + All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. * Inception date for Class A, B and C shares is August 31, 1999. 5 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report HISTORICAL PERFORMANCE (UNAUDITED) Value of $10,000 Invested in Class A, B and C Shares of the Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund vs. Russell 1000 Index+ - -------------------------------------------------------------------------------- August 1999 -- April 2004 [CHART] Smith Barney Multiple Smith Barney Multiple Smith Barney Multiple Discipline Funds - Discipline Funds - Discipline Funds - Large Cap Growth Large Cap Growth Large Cap Growth and Value Fund - and Value Fund - and Value Fund - Class A Shares Class B Shares Class C Shares Russell 1000 Index --------------------- --------------------- --------------------- ------------------ Aug 31, 1999 $ 9,500 $10,000 $10,000 $10,000 Apr 2000 10,283 10,772 10,772 11,388 Apr 2001 9,365 9,735 9,735 9,773 Apr 2002 8,057 8,305 8,305 8,602 Apr 2003 5,813 5,951 5,951 7,444 Apr 30, 2004 7,272 7,315 7,388 9,223 +Hypothetical illustration of $10,000 invested in Class A, B and C shares on August 31, 1999 (inception date), assuming deduction of the maximum 5.00% sales charge at the time of investment for Class A shares; and the deduction of the maximum 5.00% CDSC for Class B shares. It also assumes reinvestment of dividends and capital gains, if any, at net asset value through April 30, 2004. The Russell 1000 Index is a capitalization weighted total return index which is comprised of 1,000 of some of the larger-capitalized U.S.-domiciled companies whose common stock is traded in the United States on the New York Stock Exchange, American Stock Exchange and NASDAQ National Market. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 6 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report SCHEDULE OF INVESTMENTS APRIL 30, 2004 SHARES SECURITY VALUE - ------------------------------------------------------------------------- COMMON STOCK -- 100.0% CONSUMER DISCRETIONARY -- 11.1% Household Durables -- 0.7% 75,000 Newell Rubbermaid Inc. $ 1,773,000 - ----------------------------------------------------------------------- Internet & Catalog Retail -- 2.0% 148,000 InterActiveCorp+ 4,716,760 - ----------------------------------------------------------------------- Media -- 5.5% 80,000 Comcast Corp., Class A Shares+ 2,408,000 228,000 Liberty Media Corp., Series A Shares+ 2,494,320 25,000 The News Corp. Ltd., Preferred Sponsored ADR 843,750 212,800 Time Warner Inc.+ 3,579,296 160,100 The Walt Disney Co. 3,687,103 - ----------------------------------------------------------------------- 13,012,469 - ----------------------------------------------------------------------- Multi-Line Retail -- 0.6% 30,000 Target Corp. 1,301,100 - ----------------------------------------------------------------------- Specialty Retail -- 2.3% 156,600 The Home Depot, Inc. 5,510,754 - ----------------------------------------------------------------------- TOTAL CONSUMER DISCRETIONARY 26,314,083 - ----------------------------------------------------------------------- CONSUMER STAPLES -- 16.2% Beverages -- 4.2% 134,000 The Coca-Cola Co. 6,776,380 58,000 PepsiCo, Inc. 3,160,420 - ----------------------------------------------------------------------- 9,936,800 - ----------------------------------------------------------------------- Food & Drug Retailing -- 2.8% 109,690 The Kroger Co.+ 1,919,575 205,900 Safeway Inc.+ 4,725,405 - ----------------------------------------------------------------------- 6,644,980 - ----------------------------------------------------------------------- Food Products -- 2.8% 75,000 Kraft Foods Inc. 2,468,250 67,600 Wm. Wrigley Jr. Co. 4,170,920 - ----------------------------------------------------------------------- 6,639,170 - ----------------------------------------------------------------------- Household Products -- 1.7% 62,300 Kimberly-Clark Corp. 4,077,535 - ----------------------------------------------------------------------- Personal Products -- 2.9% 168,900 The Gillette Co. 6,911,388 - ----------------------------------------------------------------------- Tobacco -- 1.8% 76,700 Altria Group, Inc. 4,247,646 - ----------------------------------------------------------------------- TOTAL CONSUMER STAPLES 38,457,519 - ----------------------------------------------------------------------- ENERGY -- 5.1% Oil & Gas -- 5.1% 52,000 BP PLC, Sponsored ADR 2,750,800 40,800 ChevronTexaco Corp. 3,733,200 60,000 Royal Dutch Petroleum Co., New York Shares 2,919,600 28,000 Total SA, Sponsored ADR 2,579,360 - ----------------------------------------------------------------------- TOTAL ENERGY 11,982,960 - ----------------------------------------------------------------------- See Notes to Financial Statements. 7 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2004 SHARES SECURITY VALUE - ------------------------------------------------------------------------- FINANCIALS -- 19.1% Banks -- 3.3% 16,659 Bank of America Corp. $ 1,340,883 119,600 The Bank of New York Co., Inc. 3,485,144 46,000 Wachovia Corp. 2,104,500 20,000 Washington Mutual, Inc. 787,800 - ------------------------------------------------------------------------- 7,718,327 - ------------------------------------------------------------------------- Diversified Financials -- 5.5% 50,000 American Express Co. 2,447,500 9,500 Capital One Financial Corp. 622,535 10,000 The Goldman Sachs Group, Inc. 967,500 42,500 J.P. Morgan Chase & Co. 1,598,000 100,100 Merrill Lynch & Co., Inc. 5,428,423 23,500 Morgan Stanley 1,207,665 35,000 Waddell & Reed Financial, Inc., Class A Shares 778,050 - ------------------------------------------------------------------------- 13,049,673 - ------------------------------------------------------------------------- Insurance -- 10.3% 148,900 American International Group, Inc. 10,668,685 112 Berkshire Hathaway Inc., Class A Shares+ 10,459,680 28,600 The Hartford Financial Services Group, Inc. 1,746,888 37,000 The St. Paul Travelers Cos., Inc. 1,504,790 - ------------------------------------------------------------------------- 24,380,043 - ------------------------------------------------------------------------- TOTAL FINANCIALS 45,148,043 - ------------------------------------------------------------------------- HEALTH CARE -- 17.4% Biotechnology -- 4.2% 102,800 Amgen Inc.+ 5,784,556 40,000 Biogen Idec Inc.+ 2,360,000 15,000 Genentech, Inc.+ 1,842,000 - ------------------------------------------------------------------------- 9,986,556 - ------------------------------------------------------------------------- Health Care Providers & Services -- 0.5% 30,000 HCA Inc. 1,218,900 - ------------------------------------------------------------------------- Pharmaceuticals -- 12.7% 43,000 GlaxoSmithKline PLC, ADR 1,806,000 115,600 Johnson & Johnson 6,245,868 134,700 Merck & Co., Inc. 6,330,900 265,120 Pfizer Inc. 9,480,691 236,900 Schering-Plough Corp. 3,963,337 56,800 Wyeth 2,162,376 - ------------------------------------------------------------------------- 29,989,172 - ------------------------------------------------------------------------- TOTAL HEALTH CARE 41,194,628 - ------------------------------------------------------------------------- INDUSTRIALS -- 5.2% Aerospace & Defense -- 0.8% 43,000 The Boeing Co. 1,835,670 - ------------------------------------------------------------------------- Commercial Services & Supplies -- 0.8% 30,100 Avery Dennison Corp. 1,933,323 - ------------------------------------------------------------------------- See Notes to Financial Statements. 8 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2004 SHARES SECURITY VALUE - ---------------------------------------------------------------- Industrial Conglomerates -- 3.6% 141,400 General Electric Co. $ 4,234,930 121,400 Honeywell International Inc. 4,198,012 - ---------------------------------------------------------------- 8,432,942 - ---------------------------------------------------------------- TOTAL INDUSTRIALS 12,201,935 - ---------------------------------------------------------------- INFORMATION TECHNOLOGY -- 15.8% Communications Equipment -- 2.9% 130,000 Cisco Systems, Inc.+ 2,713,100 80,000 Comverse Technology, Inc.+ 1,308,800 197,400 Nokia Oyj, Sponsored ADR 2,765,574 - ---------------------------------------------------------------- 6,787,474 - ---------------------------------------------------------------- Computers & Peripherals -- 3.8% 127,600 Dell Inc.+ 4,428,996 140,000 Hewlett-Packard Co. 2,758,000 19,600 International Business Machines Corp. 1,728,132 50,000 Sun Microsystems, Inc.+ 195,000 - ---------------------------------------------------------------- 9,110,128 - ---------------------------------------------------------------- Semiconductor Equipment & Products -- 5.3% 249,800 Intel Corp. 6,427,354 248,700 Texas Instruments Inc. 6,242,370 - ---------------------------------------------------------------- 12,669,724 - ---------------------------------------------------------------- Software -- 3.8% 343,700 Microsoft Corp. 8,925,889 - ---------------------------------------------------------------- TOTAL INFORMATION TECHNOLOGY 37,493,215 - ---------------------------------------------------------------- MATERIALS -- 2.4% Metals & Mining -- 1.2% 91,500 Alcoa Inc. 2,813,625 - ---------------------------------------------------------------- Paper & Forest Products -- 1.2% 73,000 International Paper Co. 2,943,360 - ---------------------------------------------------------------- TOTAL MATERIALS 5,756,985 - ---------------------------------------------------------------- TELECOMMUNICATION SERVICES -- 4.9% Diversified Telecommunication Services -- 3.4% 63,000 AT&T Corp. 1,080,450 117,600 SBC Communications Inc. 2,928,240 107,900 Verizon Communications Inc. 4,072,146 - ---------------------------------------------------------------- 8,080,836 - ---------------------------------------------------------------- Wireless Telecommunication Services -- 1.5% 250,000 AT&T Wireless Services, Inc.+ 3,452,500 - ---------------------------------------------------------------- TOTAL TELECOMMUNICATION SERVICES 11,533,336 - ---------------------------------------------------------------- UTILITIES -- 2.8% Electric Utilities -- 1.0% 55,000 Progress Energy, Inc. 2,352,350 - ---------------------------------------------------------------- Gas Utilities -- 0.8% 52,000 KeySpan Corp. 1,879,800 - ---------------------------------------------------------------- See Notes to Financial Statements. 9 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report SCHEDULE OF INVESTMENTS (CONTINUED) APRIL 30, 2004 SHARES SECURITY VALUE - ------------------------------------------------ Multi-Utilities -- 1.0% 114,580 NiSource Inc. $ 2,309,933 - ------------------------------------------------ TOTAL UTILITIES 6,542,083 - ------------------------------------------------ TOTAL INVESTMENTS -- 100.0% (Cost -- $231,976,175*) $236,624,787 - ------------------------------------------------ + Non-income producing security. * Aggregate cost for Federal income tax purposes is $232,737,387. Abbreviation used in this schedule: ADR -- American Depositary Receipt See Notes to Financial Statements. 10 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 2004 ASSETS: Investments, at value (Cost -- $231,976,175) $ 236,624,787 Receivable for securities sold 488,687 Dividends receivable 344,209 Receivable for Fund shares sold 216,614 Prepaid expenses 19,584 - --------------------------------------------------------------------------- Total Assets 237,693,881 - --------------------------------------------------------------------------- LIABILITIES: Bank overdraft 375,457 Payable for securities purchased 296,106 Management fee payable 149,532 Payable for Fund shares reacquired 148,465 Distribution plan fees payable 81,273 Accrued expenses 85,868 - --------------------------------------------------------------------------- Total Liabilities 1,136,701 - --------------------------------------------------------------------------- Total Net Assets $ 236,557,180 - --------------------------------------------------------------------------- NET ASSETS: Par value of capital shares $ 28,280 Capital paid in excess of par value 400,169,318 Accumulated net realized loss from investment transactions (168,289,030) Net unrealized appreciation of investments 4,648,612 - --------------------------------------------------------------------------- Total Net Assets $ 236,557,180 - --------------------------------------------------------------------------- Shares Outstanding: Class A 6,656,967 - --------------------------------------------------------------------------- Class B 12,574,182 - --------------------------------------------------------------------------- Class C 9,048,362 - --------------------------------------------------------------------------- Net Asset Value: Class A (and redemption price) $8.55 - --------------------------------------------------------------------------- Class B * $8.31 - --------------------------------------------------------------------------- Class C * $8.31 - --------------------------------------------------------------------------- Maximum Public Offering Price Per Share: Class A (net asset value plus 5.26% of net asset value per share) $9.00 - --------------------------------------------------------------------------- * 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. 11 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report STATEMENT OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2004 INVESTMENT INCOME: Dividends $ 3,527,907 Interest 40,683 Less: Foreign withholding tax (24,295) - ------------------------------------------------------------------------- Total Investment Income 3,544,295 - ------------------------------------------------------------------------- EXPENSES: Distribution plan fees (Note 5) 2,023,174 Management fee (Note 2) 1,837,233 Transfer agency services (Note 5) 232,496 Shareholder communications (Note 5) 55,032 Audit and legal 37,250 Custody 28,523 Registration fees 27,660 Directors' fees 16,634 Other 7,678 - ------------------------------------------------------------------------- Total Expenses 4,265,680 - ------------------------------------------------------------------------- Net Investment Loss (721,385) - ------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Realized Gain From Investment Transactions (excluding short-term investments): Proceeds from sales 182,272,664 Cost of securities sold 167,940,587 - ------------------------------------------------------------------------- Net Realized Gain 14,332,077 - ------------------------------------------------------------------------- Change in Net Unrealized Appreciation (Depreciation) of Investments: Beginning of year (34,975,271) End of year 4,648,612 - ------------------------------------------------------------------------- Increase in Net Unrealized Appreciation 39,623,883 - ------------------------------------------------------------------------- Net Gain on Investments 53,955,960 - ------------------------------------------------------------------------- Increase in Net Assets From Operations $ 53,234,575 - ------------------------------------------------------------------------- See Notes to Financial Statements. 12 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED APRIL 30, 2004 2003 - -------------------------------------------------------------------------------- OPERATIONS: Net investment income (loss) $ (721,385) $ 640,600 Net realized gain (loss) 14,332,077 (163,812,830) Increase in net unrealized appreciation 39,623,883 46,264,265 - -------------------------------------------------------------------------------- Increase (Decrease) in Net Assets From Operations 53,234,575 (116,907,965) - -------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 6): Net investment income (641,438) -- - -------------------------------------------------------------------------------- Decrease in Net Assets From Distributions to Shareholders (641,438) -- - -------------------------------------------------------------------------------- FUND SHARE TRANSACTIONS (NOTE 7): Net proceeds from sale of shares 10,263,570 4,981,902 Net asset value of shares issued for reinvestment of dividends 589,713 -- Cost of shares reacquired (58,552,566) (84,009,286) - -------------------------------------------------------------------------------- Decrease in Net Assets From Fund Share Transactions (47,699,283) (79,027,384) - -------------------------------------------------------------------------------- Increase (Decrease) in Net Assets 4,893,854 (195,935,349) NET ASSETS: Beginning of year 231,663,326 427,598,675 - -------------------------------------------------------------------------------- End of year* $236,557,180 $ 231,663,326 - -------------------------------------------------------------------------------- * Includes undistributed net investment income of: -- $640,600 - -------------------------------------------------------------------------------- See Notes to Financial Statements. 13 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies The Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund ("Fund") (formerly known as Smith Barney Premier Selections Large Cap Fund), a separate non-diversified investment fund of the Smith Barney Investment Funds Inc. ("Company"), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Company consists of this Fund and eight other separate investment funds: Smith Barney Investment Grade Bond Fund, Smith Barney Government Securities Fund, Smith Barney Small Cap Growth Fund, Smith Barney Hansberger Global Value Fund, Smith Barney Small Cap Value Fund, Smith Barney Multiple Discipline Funds - -- All Cap Growth and Value Fund (formerly known as Smith Barney Premier Selections All Cap Growth Fund), Smith Barney Multiple Discipline Funds -- Global All Cap Growth and Value Fund (formerly known as Smith Barney Premier Selections Global Growth Fund) and Smith Barney Group Spectrum Fund. The financial statements and financial highlights for the other funds are presented in separate shareholder reports. The following are significant accounting policies consistently followed by the Fund and are in conformity with generally accepted accounting principles ("GAAP"): (a) security transactions are accounted for on trade date; (b) securities traded on national securities markets are valued at the closing prices on such markets or, in the absence of sales, at the mean between the closing bid and asked prices; over-the-counter securities for which no sales were reported on that date are valued at the mean between the bid and asked prices; securities listed on the NASDAQ National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price; securities for which market quotations are not available will be valued in good faith at fair value by or under the direction of the Board of Directors; (c) securities maturing within 60 days are valued at cost plus accreted discount, or minus amortized premium, which approximates value; (d) dividend income is recorded on the ex-dividend date and interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis; foreign dividends are 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; (e) gains or losses on the sale of securities are calculated by using the specific identification method; (f ) class specific expenses are charged to each class; management fees and general fund expenses are allocated on the basis of relative net assets of each class or on another reasonable basis; (g) dividends and distributions to shareholders are recorded on the ex-dividend date; the Fund distributes dividends and capital gains, if any, at least annually; (h) the accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. Differences between income and expense amounts recorded and collected or paid are adjusted when reported by the custodian bank; (i) the character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from U.S. generally accepted accounting principles. At April 30, 2004, reclassifications were made to the Fund's capital accounts to reflect permanent book/tax differences and income and gains available for distributions under income tax regulations. Accordingly, a portion of accumulated net investment loss and overdistributed net investment income amounting to $721,385 and $838, respectively, were reclassified to paid-in-capital. Net investment income, net realized gains and net assets were not affected by this change; (j) the Fund intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes; and (k) 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. 14 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. Management Agreement and Other Transactions 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 0.75% of the Fund's average daily net assets. This fee is calculated daily and paid monthly. 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 year ended April 30, 2004, the Fund paid transfer agent fees of $246,808 to CTB. Citigroup Global Markets Inc. ("CGM") and PFS Distributors, Inc., both of which are subsidiaries of Citigroup, act as the Fund's distributors. On April 29, 2004, the Fund's Class L shares were renamed as Class C shares. On February 2, 2004, initial sales charges on these shares were eliminated. There is a maximum initial 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 also 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 year ended April 30, 2004, CGM and its affiliates received sales charges of approximately $65,000 and $9,000 on sales of the Fund's Class A and C shares, respectively. In addition, for the year ended April 30, 2004, CDSCs paid to CGM and its affiliates were approximately $192,000 for Class B shares. For the year ended April 30, 2004, CGM and its affiliates received brokerage commissions of $17,423. All officers and one Director of the Company are employees of Citigroup or its affiliates. 3. Investments During the year ended April 30, 2004, the aggregate cost of purchases and proceeds from sales of investments (including maturities of long-term investments, but excluding short-term investments) were as follows: - ----------------------------------------------- Purchases $138,334,897 - ----------------------------------------------- Sales 182,272,664 - ----------------------------------------------- At April 30, 2004, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows: - ------------------------------------------------ Gross unrealized appreciation $ 25,315,051 Gross unrealized depreciation (21,427,651) - ------------------------------------------------ Net unrealized appreciation $ 3,887,400 - ------------------------------------------------ 15 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. Repurchase Agreements When entering into repurchase agreements, it is the Fund's policy that a custodian takes possession of the underlying collateral securities, the 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 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. 5. Class Specific Expenses Pursuant to a Rule 12b-1 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 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 year ended April 30, 2004, total Rule 12b-1 Distribution Plan fees, which are accrued daily and paid monthly, were as follows: Class A Class B Class C - ---------------------------------------------------------------- Rule 12b-1 Distribution Plan Fees $142,157 $1,101,599 $779,418 - --------------------------------------------------------------- For the year ended April 30, 2004, total Transfer Agency Service expenses were as follows: Class A Class B Class C - ------------------------------------------------------------ Transfer Agency Service Expenses $52,761 $100,489 $79,246 - ----------------------------------------------------------- For the year ended April 30, 2004, total Shareholder Communication expenses were as follows: Class A Class B Class C - ----------------------------------------------------------- Shareholder Communication Expenses $10,834 $26,121 $18,077 - ---------------------------------------------------------- 6. Distributions Paid to Shareholders by Class Year Ended Year Ended April 30, 2004 April 30, 2003 - ----------------------------------------------------------------- Net Investment Income Class A $467,949 -- Class B 96,873 -- Class C 76,616 -- - ---------------------------------------------------------------- Total $641,438 -- - ---------------------------------------------------------------- 7. Capital Shares At April 30, 2004, 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 and has the same rights, except that each class bears certain expenses, including those specifically related to the distribution of its shares. Effective April 29, 2004, the Fund renamed Class L shares as Class C shares. 16 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED) Transactions in shares of each class were as follows: Year Ended Year Ended April 30, 2004 April 30, 2003 ------------------------ ------------------------ Shares Amount Shares Amount - ------------------------------------------------------------------------ Class A Shares sold 569,345 $ 4,587,553 220,131 $ 1,586,505 Shares issued on reinvestment 50,532 428,516 -- -- Shares reacquired (1,422,081) (11,522,230) (2,559,537) (18,400,445) - ----------------------------------------------------------------------- Net Decrease (802,204) $ (6,506,161) (2,339,406) $(16,813,940) - ----------------------------------------------------------------------- Class B Shares sold 307,509 $ 2,491,973 266,264 $ 1,881,304 Shares issued on reinvestment 10,773 88,986 -- -- Shares reacquired (3,615,492) (28,183,207) (5,171,677) (36,515,921) - ----------------------------------------------------------------------- Net Decrease (3,297,210) $(25,602,248) (4,905,413) $(34,634,617) - ----------------------------------------------------------------------- Class C+ Shares sold 389,549 $ 3,184,044 214,031 $ 1,514,093 Shares issued on reinvestment 8,742 72,211 -- -- Shares reacquired (2,403,096) (18,847,129) (4,092,649) (29,092,920) - ----------------------------------------------------------------------- Net Decrease (2,004,805) $(15,590,874) (3,878,618) $(27,578,827) - ----------------------------------------------------------------------- + On April 29, 2004, Class L shares were renamed as Class C shares. 8. Capital Loss Carryforward At April 30, 2004, the Fund had, for Federal income tax purposes, approximately $167,528,000 of unused capital loss carryforwards available to offset future capital gains. To the extent that these carryforward losses are used to offset capital gains, it is probable that the gains so offset will not be distributed. The amount and year of expiration for each carryforward loss is indicated below. Expiration occurs on April 30 of the year indicated: 2010 2011 2012 - -------------------------------------------------------- Carryforward Amounts $18,808,000 $88,347,000 $60,373,000 - -------------------------------------------------------- 9. Income Tax Information and Distributions to Shareholders At April 30, 2004, the tax basis components of distributable earnings were: - ------------------------------------------------- Accumulated capital losses $(167,527,818) - ------------------------------------------------- Unrealized appreciation 3,887,400 - ------------------------------------------------- At April 30, 2004, the difference between book basis and tax basis unrealized appreciation and depreciation was attributable primarily to wash sale loss deferrals. The tax character of distributions paid during the years ended April 30, 2004 and 2003 was: 2004 2003 - ------------------------------------------------- Ordinary income $641,438 -- - ------------------------------------------------ 17 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report NOTES TO FINANCIAL STATEMENTS (CONTINUED) 10.Additional Information The Fund has received the following information from Citigroup Asset Management ("CAM"), the Citigroup business unit which includes the Fund's Investment Manager and other investment advisory companies, all of which are indirect, wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry, through an affiliate, into the transfer agent business in the period 1997-1999. As CAM currently understands the facts, at the time CAM decided to enter the transfer agent business, CAM sub-contracted for a period of five years certain of the transfer agency services to a third party and also concluded a revenue guarantee agreement with this sub-contractor providing that the sub-contractor would guarantee certain benefits to CAM or its affiliates (the "Revenue Guarantee Agreement"). In connection with the subsequent purchase of the sub-contractor's business by an affiliate of the current sub-transfer agent (PFPC Inc.) used by CAM on many of the funds it manages, this Revenue Guarantee Agreement was amended, eliminating those benefits in exchange for arrangements that included a one-time payment from the sub-contractor. The Boards of CAM-managed funds (the "Boards") were not informed of the Revenue Guarantee Agreement with the sub-contractor at the time the Boards considered and approved the transfer agent arrangements. Nor were the Boards informed of the subsequent amendment to the Revenue Guarantee Agreement when that occurred. CAM has begun to take corrective actions. CAM will pay to the applicable funds approximately $17 million (plus interest) that CAM and its affiliates received from the Revenue Guarantee Agreement and its amendment. CAM also plans an independent review to verify that the transfer agency fees charged by CAM were fairly priced as compared to competitive alternatives. CAM is instituting new procedures and making changes designed to ensure no similar arrangements are entered into in the future. CAM has briefed the SEC, the New York State Attorney General and other regulators with respect to this matter, as well as the U.S. Attorney who is investigating the matter. CAM is cooperating with governmental authorities on this matter, the ultimate outcome of which is not yet determinable. 11.Legal Matters Class action lawsuits have been filed against Citigroup Global Markets Inc. (the "Distributor") and a number of its affiliates, including Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc (the "Advisers"), substantially all of the mutual funds managed by the Advisers (the "Funds"), and directors or trustees of the Funds. The complaints allege, among other things, that the Distributor 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 the Distributor for steering clients towards proprietary funds. The complaints also allege 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 seek 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. Citigroup Asset Management believes that the suits are without merit and intends to defend the cases vigorously. Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Citigroup Asset Management nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or the ability of the Distributor or the Advisers to perform under their respective contracts with the Funds. 18 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report FINANCIAL HIGHLIGHTS For a share of each class of capital stock outstanding throughout each year ended April 30, unless otherwise noted: Class A Shares 2004/(1)/ 2003/(1)/ 2002/(1)/ 2001/(1)/ 2000/(1)(2)/ - ------------------------------------------------------------------------------------------------ Net Asset Value, Beginning of Year $6.89 $9.55 $11.10 $12.34 $11.40 - ------------------------------------------------------------------------------------------------ Income (Loss) From Operations: Net investment income 0.02 0.06 0.03 0.03 0.02 Net realized and unrealized gain (loss) 1.71 (2.72) (1.58) (1.12) 0.92 - ------------------------------------------------------------------------------------------------ Total Income (Loss) From Operations 1.73 (2.66) (1.55) (1.09) 0.94 - ------------------------------------------------------------------------------------------------ Less Distributions From: Net investment income (0.07) -- -- -- -- Net realized gains -- -- -- (0.15) -- Capital -- -- -- (0.00)* -- - ------------------------------------------------------------------------------------------------ Total Distributions (0.07) -- -- (0.15) -- - ------------------------------------------------------------------------------------------------ Net Asset Value, End of Year $8.55 $6.89 $9.55 $11.10 $12.34 - ------------------------------------------------------------------------------------------------ Total Return 25.09% (27.85)% (13.96)% (8.93)% 8.25%++ - ------------------------------------------------------------------------------------------------ Net Assets, End of Year (000s) $56,898 $51,360 $93,551 $132,618 $172,141 - ------------------------------------------------------------------------------------------------ Ratios to Average Net Assets: Expenses 1.16% 1.19% 1.18% 1.16% 1.17%+ Net investment income 0.29 0.81 0.34 0.27 0.29+ - ------------------------------------------------------------------------------------------------ Portfolio Turnover Rate 58% 55% 37% 10% 15% - ------------------------------------------------------------------------------------------------ Class B Shares 2004/(1)/ 2003/(1)/ 2002/(1)/ 2001/(1)/ 2000/(1)(2)/ - ------------------------------------------------------------------------------------------------ Net Asset Value, Beginning of Year $6.70 $9.35 $10.96 $12.28 $11.40 - ------------------------------------------------------------------------------------------------ Income (Loss) From Operations: Net investment income (loss) (0.04) 0.00* (0.04) (0.06) (0.04) Net realized and unrealized gain (loss) 1.66 (2.65) (1.57) (1.11) 0.92 - ------------------------------------------------------------------------------------------------ Total Income (Loss) From Operations 1.62 (2.65) (1.61) (1.17) 0.88 - ------------------------------------------------------------------------------------------------ Less Distributions From: Net investment income (0.01) -- -- -- -- Net realized gains -- -- -- (0.15) -- Capital -- -- -- (0.00)* -- - ------------------------------------------------------------------------------------------------ Total Distributions (0.01) -- -- (0.15) -- - ------------------------------------------------------------------------------------------------ Net Asset Value, End of Year $8.31 $6.70 $9.35 $10.96 $12.28 - ------------------------------------------------------------------------------------------------ Total Return 24.14% (28.34)% (14.69)% (9.63)% 7.72%++ - ------------------------------------------------------------------------------------------------ Net Assets, End of Year (000s) $104,478 $106,276 $194,364 $278,048 $348,987 - ------------------------------------------------------------------------------------------------ Ratios to Average Net Assets: Expenses 1.91% 1.94% 1.92% 1.93% 1.94%+ Net investment income (loss) (0.47) 0.06 (0.41) (0.51) (0.48)+ - ------------------------------------------------------------------------------------------------ Portfolio Turnover Rate 58% 55% 37% 10% 15% - ------------------------------------------------------------------------------------------------ (1)Per share amounts have been calculated using the monthly average shares method. (2)For the period August 31, 1999 (inception date) to April 30, 2000. * Amount represents less than $0.01 per share. ++Total return is not annualized, as it may not be representative of the total return for the year. + Annualized. 19 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 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 C Shares/(1)/ 2004/(2)/ 2003/(2)/ 2002/(2)/ 2001/(2)/ 2000/(2)(3)/ - ----------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $6.70 $9.35 $10.96 $12.28 $11.40 - ---------------------------------------------------------------------------------------------- Income (Loss) From Operations: Net investment income (loss) (0.04) 0.00* (0.04) (0.06) (0.04) Net realized and unrealized gain (loss) 1.66 (2.65) (1.57) (1.11) 0.92 - ---------------------------------------------------------------------------------------------- Total Income (Loss) From Operations 1.62 (2.65) (1.61) (1.17) 0.88 - ---------------------------------------------------------------------------------------------- Less Distributions From: Net investment income (0.01) -- -- -- -- Net realized gains -- -- -- (0.15) -- Capital -- -- -- (0.00)* -- - ---------------------------------------------------------------------------------------------- Total Distributions (0.01) -- -- (0.15) -- - ---------------------------------------------------------------------------------------------- Net Asset Value, End of Year $8.31 $6.70 $9.35 $10.96 $12.28 - ---------------------------------------------------------------------------------------------- Total Return 24.15% (28.34)% (14.69)% (9.63)% 7.72%++ - ---------------------------------------------------------------------------------------------- Net Assets, End of Year (000s) $75,181 $74,027 $139,684 $207,209 $262,750 - ---------------------------------------------------------------------------------------------- Ratios to Average Net Assets: Expenses 1.92% 1.93% 1.92% 1.93% 1.93%+ Net investment income (loss) (0.48) 0.07 (0.41) (0.51) (0.48)+ - ---------------------------------------------------------------------------------------------- Portfolio Turnover Rate 58% 55% 37% 10% 15% - ---------------------------------------------------------------------------------------------- (1)On April 29, 2004, Class L shares were renamed as Class C shares. (2)Per share amounts have been calculated using the monthly average shares method. (3)For the period August 31, 1999 (inception date) to April 30, 2000. * Amount represents less than $0.01 per share. ++Total return is not annualized, as it may not be representative of the total return for the year. + Annualized. 20 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Smith Barney Investment Funds Inc.: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund (formerly known as Smith Barney Premier Selections Large Cap Fund) ("Fund'') of Smith Barney Investment Funds Inc. as of April 30, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and financial highlights for each of the years in the four-year period then ended and for the period from August 31, 1999 (commencement of operations) to April 30, 2000. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2004, by correspondence with the custodian and broker. As to securities purchased or sold but not yet received or delivered, we performed other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of April 30, 2004, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the four-year period then ended and for the period from August 31, 1999 to April 30, 2000, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP New York, New York June 18, 2004 21 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report ADDITIONAL INFORMATION (UNAUDITED) Information about Directors and Officers The business and affairs of the Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund ("Fund") (formerly known as Smith Barney Premier Selections Large Cap Fund) are managed under the direction of the Board of Directors of Smith Barney Investment Funds Inc. ("Company"). Information pertaining to the Directors and certain officers of the Company is set forth below. The Statement of Additional Information includes additional information about the Company's Directors and is available, without charge, upon request by calling the Fund's transfer agent (Citicorp Trust Bank, fsb. at 1-800-451-2010) or the Fund's sub-transfer agent (Primerica Shareholder Services at 1-800-544-5445). Number of Term of Portfolios in Other Office* and Fund Complex Board Name, Address and Position(s) Held Length of Principal Occupation(s) Overseen by Memberships Age with Fund Time Served During Past Five Years Director Held by Director - ------------------------------------------------------------------------------------------------------------------------------------ Non-Interested Directors: Paul R. Ades Director Since Law Firm of Paul R. Ades, PLLC 15 None Paul R. Ades, PLLC 1994 (from April 2000 to Present); 181 West Main Street Partner in Law Firm of Murov & Suite C Ades, Esqs. (from November 1970 Babylon, NY 11702 to March 2000) Age 63 Dwight B. Crane Director Since Professor, Harvard Business School 49 None Harvard Business 1981 School Soldiers Field Morgan Hall #375 Boston, MA 02163 Age 66 Frank G. Hubbard Director Since President of Avatar International, Inc. 15 None Avatar 1993 (business development) (since 1998); International, Inc. Vice President of S&S Industries 87 Whittredge Road (chemical distribution) (from 1995 to Summit, NJ 07901 1998) Age 66 Jerome H. Miller Director Since Retired 15 None c/o R. Jay Gerken 1998 Citigroup Asset Management ("CAM") 399 Park Avenue, 4th Floor New York, NY 10022 Age 65 Ken Miller Director Since President of Young Stuff Apparel 15 None Young Stuff Apparel 1994 Group, Inc. (since 1963) Group, Inc. 930 Fifth Avenue Suite 610 New York, NY 10021 Age 62 22 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) Number of Term of Portfolios in Other Office* and Fund Complex Board Name, Address and Position(s) Held Length of Principal Occupation(s) Overseen by Memberships Age with Fund Time Served During Past Five Years Director Held by Director - ---------------------------------------------------------------------------------------------------------------------- Interested Director: R. Jay Gerken, CFA** Chairman, Since Managing Director of Citigroup 221 None CAM President 2002 Global Markets Inc. ("CGM"); 399 Park Avenue, and Chief Chairman, President and Chief 4th Floor Executive Officer Executive Officer of Smith Barney New York, NY 10022 Fund Management LLC ("SBFM"), Age 52 Travelers Investment Adviser, Inc. ("TIA") and Citi Fund Management Inc. ("CFM"); President and Chief Executive Officer of certain mutual funds associated with Citigroup Inc. ("Citigroup"); Formerly, Portfolio Manager of Smith Barney Allocation Series Inc. (from 1996 to 2001) and Smith Barney Growth and Income Fund (from 1996 to 2000) Officers: Andrew B. Shoup Senior Vice Since Director of CAM; Senior Vice N/A N/A CAM President 2003 President and Chief Administrative 125 Broad Street, and Chief Officer of mutual funds associated 11th Floor Administrative with Citigroup; Treasurer of certain New York, NY 10004 Officer mutual funds associated with Age 47 Citigroup; Head of International Funds Administration of CAM (from 2001 to 2003); Director of Global Funds Administration of CAM (from 2000 to 2001); Head of U.S. Citibank Funds Administration of CAM (from 1998 to 2000) Alan J. Blake CAM Vice President Since Managing Director of CGM; N/A N/A 399 Park Avenue, and Investment 1999 Investment Officer of SBFM 4th Floor New York, Officer NY 10022 Age 55 John B. Cunningham, Vice President Since Managing Director of CGM and N/A N/A CFA and Investment 2003 Salomon Brothers Asset CAM Officer Management Inc; Investment 399 Park Avenue, Officer of SBFM 4th Floor New York, NY 10022 Age 39 Kirstin Mobyed Vice President Since Director of CGM; Investment N/A N/A CAM and Investment 2004 Officer of SBFM 399 Park Avenue, Officer 4th Floor New York, NY 10022 Age 34 Roger Paradiso Vice President Since Managing Director of CGM; N/A N/A CAM and Investment 2004 Investment Officer of SBFM 399 Park Avenue, Officer 4th Floor New York, NY 10022 Age 37 23 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) Number of Term of Portfolios in Other Office* and Fund Complex Board Name, Address and Position(s) Held Length of Principal Occupation(s) Overseen by Memberships Age with Fund Time Served During Past Five Years Director Held by Director - -------------------------------------------------------------------------------------------------------------------- Andrew Beagley Chief Anti-Money Since Director of CGM (since 2000); N/A N/A CAM Laundering 2002 Director of Compliance, North 399 Park Avenue, Compliance America, CAM (since 2000); Chief 4th Floor Officer Anti-Money Laundering New York, NY 10022 Compliance Officer and Vice Age 41 President of certain mutual funds associated with Citigroup; Director of Compliance, Europe, the Middle East and Africa, CAM (from 1999 to 2000); Compliance Officer, Salomon Brothers Asset Management Limited, Smith Barney Global Capital Management Inc., Salomon Brothers Asset Management Asia Pacific Limited (from 1997 to 1999) Kaprel Ozsolak Controller Since Vice President of CGM; Controller N/A N/A CAM 2002 of certain mutual funds associated 125 Broad Street, with Citigroup 11th Floor New York, NY 10004 Age 38 Robert I. Frenkel Secretary and Since Managing Director and General N/A N/A CAM Chief Legal 2003 Counsel of Global Mutual Funds 300 First Stamford Officer for CAM and its predecessor (since Place, 4th Floor 1994); Secretary of CFM (from Stamford, CT 06902 2001 to 2004); Secretary and Chief Age 48 Legal Officer of certain mutual funds associated with Citigroup - -------- * Each Director and officer serves until his or her successor has been duly elected and qualified. **Mr. Gerken is an "interested person" of the Company as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates. 24 Smith Barney Multiple Discipline Funds -- Large Cap Growth and Value Fund | 2004 Annual Report TAX INFORMATION (UNAUDITED) For Federal tax purposes the Fund hereby designates for the fiscal year ended April 30, 2004: . For corporate shareholders, the percentage of ordinary dividends that qualify for the dividends received deduction is 100.00%. . For taxable non-corporate shareholders, the maximum amount allowable of qualifying dividends for the reduced tax rate under The Jobs and Growth Tax Relief Reconciliation Act of 2003. The amount of qualified dividend income distributed by the Fund is provided to shareholders on their Form 1099-Div annually. SMITH BARNEY MULTIPLE DISCIPLINE FUNDS LARGE CAP GROWTH AND VALUE FUND DIRECTORS OFFICERS (continued) Paul R. Ades Kaprel Ozsolak Dwight B. Crane Controller R. Jay Gerken, CFA Chairman Robert I. Frenkel Frank G. Hubbard Secretary and Jerome H. Miller Chief Legal Officer Ken Miller INVESTMENT MANAGER OFFICERS Smith Barney Fund R. Jay Gerken, CFA Management LLC President and Chief Executive Officer DISTRIBUTORS Citigroup Global Markets Inc. Andrew B. Shoup PFS Distributors, Inc. Senior Vice President and Chief Administrative Officer CUSTODIAN State Street Bank and Alan J. Blake Trust Company Vice President and Investment Officer TRANSFER AGENT Citicorp Trust Bank, fsb. John B. Cunningham, CFA 125 Broad Street, 11th Floor Vice President and New York, New York 10004 Investment Officer SUB-TRANSFER AGENTS Kirstin Mobyed PFPC Inc. Vice President and P.O. Box 9699 Investment Officer Providence, Rhode Island 02940-9699 Roger Paradiso Vice President and Primerica Shareholder Services Investment Officer P.O. Box 9662 Providence, Rhode Island Andrew Beagley 02940-9662 Chief Anti-Money Laundering Compliance Officer Smith Barney Investment Funds Inc. Smith Barney Multiple Discipline Funds Large Cap Growth and Value Fund The Fund is a separate investment fund of the Smith Barney Investment Funds Inc., a Maryland corporation. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by telephoning the Fund (toll-free) at 1-800-451-2010 and by visiting the SEC's web site at www.sec.gov. 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. 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 This document 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 you invest or send money. www.smithbarneymutualfunds.com (C)2004 Citigroup Global Markets Inc. Member NASD, SIPC FD01903 6/04 04-6770 ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Directors of the registrant has determined that Dwight B. Crane, a member of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Crane as the Audit Committee's financial expert. Mr. Crane is an "independent" Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees for Smith Barney Investment Funds Inc. were $100,250 and $100,250 for the years ended 4/30/04 and 4/30/03. (b) Audit-Related Fees for Smith Barney Investment Funds Inc. were $0 and $0 for the years ended 4/30/04 and 4/30/03. (c) Tax Fees for Smith Barney Investment Funds Inc. were $9,900 and $9,500 for the years ended 4/30/04 and 4/30/03. These amounts represent aggregate fees paid for tax compliance, tax advice and tax planning services, which include (the filing and amendment of federal, state and local income tax returns, timely RIC qualification review and tax distribution and analysis planning) rendered by the Accountant to Smith Barney Investment Funds Inc. (d) There were no all other fees for Smith Barney Investment Funds Inc. for the years ended 4/30/04 and 4/30/03. (e) (1) Audit Committee's pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X. The Charter for the Audit Committee (the "Committee") of the Board of each registered investment company (the "Fund") advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc or one of their affiliates (each, an "Adviser") requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund's independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee. The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund ("Covered Service Providers") constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit. (f) N/A (g) Non-audit fees billed - $100,000 and $1.2 million for the years ended 12/31/2003 and 12/31/2002. (h) Yes. The Smith Barney Investment Funds Inc.'s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountant's independence. All services provided by the Accountant to the Smith Barney Investment Funds Inc. or to Service Affiliates which were required to be pre-approved were pre-approved as required. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. 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 10. EXHIBITS. (a) Code of Ethics attached hereto. Exhibit 99.CODE ETH (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: July 8, 2004 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: July 8, 2004 By: /s/ Andrew B. Shoup ----------------------------------- (Andrew B. Shoup) Chief Administrative Officer of Smith Barney Investment Funds Inc. Date: July 8, 2004