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 Small Cap 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 have been 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 of 
(i) the net asset value of shares of the Fund, (ii) applicable contingent 
deferred sales charges and similar fees and charges and (iii) distribution 
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 1.05% 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 termination 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 taxes, 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' reports 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 
administration. 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 continuing 
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, as 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 each company.  The Corporation recognizes 
that in some cases this procedure may adversely affect the size of the 
position obtainable for the Fund.  In addition, the Corporation 
understands that the persons employed by SBMFM 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 the 1940 Act) of any party to this Agreement, by vote cast in 
person or by proxy at a meeting called for the purpose of voting on such 
approval.  This Agreement is terminable, without penalty, on 60 days' 
written notice, 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  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 officer of each, acting as such. Neither the authorization by 
the Board members of the Corporation, nor the Corporation's execution 
and delivery by the officer of the Corporation shall be deemed to have 
been made by any of them 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 SmallCap Value Fund



	By:                                                          
	Title:

Accepted:
Smith Barney Mutual Funds Management Inc.



By:                                                                            
Title: