FORM OF 
INVESTMENT MANAGEMENT AGREEMENT


October [  ], 1997

Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013


Dear Sirs:

	This Investment Management Agreement (the "Agreement") is made on this
 [  ] day of October, 1997, by and between Smith Barney Investment Funds Inc.
 , a corporation organized under the laws of the State of Maryland (the
 "Corporation"), in respect of its new series, Smith Barney Hansberger
 Global Value Fund (the "Fund"), and Smith Barney Mutual Funds Management
 Inc. ("SBMFM") as follows:

1.	Investment Description; Appointment

	The Fund desires to employ its capital by investing and reinvesting in 
investments of the kind and in accordance with the limitations specified in:
(i) 
the Corporation's Charter as amended from time to time (the "Charter of the 
Corporation"); (ii) the Fund's Prospectus (the "Prospectus"); and (iii) the
 Fund's Statement of Additional Information (the "Statement") filed with the
 Securities and Exchange Commission (the "SEC") as part of the Fund's
 Registration Statement on Form N-1A, as amended from time to time, and in
 such manner and to such extent as may from time to time be approved by the
 Board of Directors of the Corporation (the "Board").  Copies of the Fund's
 Prospectus and the Statement and the Charter of the Corporation hav
en or will be submitted to SBMFM.  The Corporation desires to employ and
 hereby appoints SBMFM to act as investment manager for the Fund. SBMFM
 accepts the appointment and agrees to furnish the services for the
 compensation set forth below. SBMFM is hereby authorized to retain
 third parties and is hereby 
authorized to delegate some or all of its duties and obligations hereunder to 
such persons, provided such persons shall remain under the general
 supervision of SBMFM.


2.	Services as Investment Manager

	Subject to the supervision and direction of the Board, SBMFM will: (a) assist
 in supervising all aspects of the Fund's operations; (b) supply the Fund
 with office facilities (which may be in SBMFM's own offices), statistical
 and research data, data processing services, clerical, accounting and
 bookkeeping services, including, but not limited to, the calculation o
f (i) the net asset value of shares of the Fund, (ii) applicable contingent
 deferred sales charges and similar fees and charges and (iii) distribu
 fees, internal auditing and legal services, internal executive and
 administrative services, and stationery and office supplies; and (c)
 prepare reports to shareholders of the Fund, tax returns and reports to and
 filings with the SEC and state blue sky authorities.

3.	Compensation

	In consideration of the services rendered pursuant to this Agreement, the
 Corporation will pay SBMFM, on the first business day of each month, a fee
 for the previous month at an annual rate of 0.95% of the Fund's average
 daily net assets.  The fee for the period from the date the Fund commences
 its investment operations to the end of the month during which the Fund
 commences its investment operations shall be pro-rated according to the
 proportion that such period bears to the full monthly period.  Upon any
mination of this Agreement before the end of any month, the fee for such
 part of that month shall be pro-rated according to the proportion that such
 period bears to the full monthly period and shall be payable upon the date
 of termination of this Agreement.  For the purpose of determining fees
 payable to SBMFM, the value of the Fund's net assets shall be computed
 at the times and in the manner specified in the Fund's Prospectus and/or
 the Statement, as from time to time in effect.

4.	Expenses

	SBMFM will bear all expenses in connection with the performance of its services
 under this Agreement.  The Fund will bear certain other expenses to be incurred
 in its operation, including: investment advisory and administration fees;
 charges of custodians and transfer and dividend disbursing agents; fees for
 necessary professional services, such as the Fund's and Board members'
 proportionate share of insurance premiums, professional associations,
 dues and/or assessments; and brokerage services, including t
, interest and commissions; costs attributable to investor services, including
 without limitation, telephone and personnel expenses; costs of preparing and
 printing prospectuses and statements of additional information for
 regulatory purposes and for distribution to existing shareholders;
 the costs of regulatory compliance, such as SEC fees and state blue sky
 qualifications fees; outside auditing and legal expenses and costs
 associated with maintaining the Fund's legal existence; costs of
 shareholders' repo
and meetings of the officers or Board; fees of the members of the Board
 who are not officers, directors or employees of Smith Barney, Inc. or its
 affiliates or any person who is an affiliate of any person to whom duties
 may be delegated hereunder and any extraordinary expenses.  In addition,
 the Fund will pay all service and distribution fees pursuant to a Services
 and Distribution Plan adopted under Rule 12b-1 of the Investment Company
 Act of 1940, as amended (the "1940 Act").
5.	Reimbursement to the Fund

	If in any fiscal year the aggregate expenses of the Fund (including fees
 pursuant to this Agreement, but excluding distribution fees, interest,
 taxes, brokerage and, if permitted by state securities commissions,
 extraordinary expenses) exceed the expense limitations of any state having
 jurisdiction over the Fund, SBMFM will reimburse the Fund for that excess
 expense to the extent required by state law in the same proportion as its
 respective fees bear to the combined fees for investment advice and administ
on. The expense reimbursement obligation of SBMFM will be limited to the
 amount of its fees hereunder.  Such expense reimbursement, if any, will be
 estimated, reconciled and paid on a monthly basis.

6.	Brokerage

	In selecting brokers or dealers to execute transactions on behalf of the Fund,
 SBMFM will seek the best overall terms available.  In assessing the best
 overall terms available for any transaction, SBMFM will consider factors it
 deems relevant, including, but not limited to, the breadth of the market in
 the security, the price of the security, the financial condition and execution
 capability of the broker or dealer and the reasonableness of the commission, if
 any, for the specific transaction and on a conti
g basis.  In selecting brokers or dealers to execute a particular
 transaction, and in evaluating the best overall terms available, SBMFM is
 authorized to consider the brokerage and research services (as those terms
 are defined in Section 28(e) of the Securities Exchange Act of 1934, a
s amended) provided to the Fund and/or other accounts over which SBMFM or
 its affiliates exercise investment discretion.

7.	Information Provided to the Fund

SBMFM will keep the Corporation informed of developments materially
 affecting the Fund's portfolio, and will, on its own initiative, furnish
 the Corporation from time to time with whatever information SBMFM believes
 is appropriate for this purpose.

8.	Standard of Care

	SBMFM shall exercise its best judgment in rendering the services listed in
 paragraph 2 above.  SBMFM shall not be liable for any error of judgment or
 mistake of law or for any loss suffered by the Fund in connection with the
 matters to which this Agreement relates, provided that nothing in this 
Agreement shall be deemed to protect or purport to protect SBMFM against 
any liability to the Corporation or to the Fund's shareholders to which
 SBMFM would otherwise be subject by reason of willful malfeasance, bad
 faith or gross negligence on its part in the performance of its duties or
 by reason of SBMFM 's reckless disregard of its obligations and duties under
 this Agreement.

9.	Services to Other Companies or Accounts

	The Corporation understands that SBMFM now acts, will continue to act and may
 act in the future as: investment adviser to fiduciary and other managed
 accounts, as well as to other investment companies; and the Corporation
 has no objection to SBMFM's so acting, provided that whenever the Fund
 and one or more other investment companies advised by SBMFM have available
 funds for investment, investments suitable and appropriate for each will be
 allocated in accordance with a formula believed to be equitable to 
BMFM to assist in the performance of SBMFM's duties under this Agreement
 will not devote their full time to such service and nothing contained in
 this Agreement shall be deemed to limit or restrict the right of SBMFM or
 any affiliate of SBMFM to engage in and devote time and attention to other
 businesses or to render services of whatever kind or nature.

l0.	Term of Agreement

	This Agreement shall become effective as of the date the Fund commences its
 investment operations and continue for an initial two-year term and shall
 continue thereafter so long as such continuance is specifically approved at
 least annually by (i) the Board or (ii) a vote of a "majority" (as defined in
 the 1940 Act) of the Fund's outstanding voting securities, provided that in
 either event the continuance is also approved by a majority of the Board
 members who are not "interested persons" (as defined in th
by the Board or by vote of holders of a majority of the Fund's shares, or
 upon 90 days' written notice, by SBMFM. This Agreement will also terminate
 automatically in the event of its assignment (as defined in the 1940 Act).

11.	Representation by the Corporation

	The Corporation represents that a copy of the Charter of the Corporation is
 on file with the State of Maryland Department of Assessments and Taxation.

12.	Limitation of Liability

	The Corporation and SBMFM agree that the obligations of the Corporation under
 this Agreement shall not be binding upon any of the Board members,
 shareholders, nominees, officers, employees or agents, whether past, present
 or 
future, of the Corporation individually, but are binding only upon the assets
 and property of the Fund, as provided in the Charter of the Corporation. 
 The execution and delivery of this Agreement have been duly authorized by the
 Corporation and SBMFM, and signed by an authorized offic
hem individually or to impose any liability on any of them personally, but shall
 bind only the assets and property of the Fund as provided in the Charter of
 the Corporation.

	If the foregoing is in accordance with your understanding, kindly indicate your
 acceptance hereof by signing and returning the enclosed copy of this Agreement
 to us.

			Very truly yours,


	Smith Barney Investment Funds Inc.
		on behalf of 
	Smith Barney Hansberger Global Value Fund



	By:                                                          
	Title:

Accepted:
Smith Barney Mutual Funds Management Inc.



By:                                                                            
Title: