FORM N-CSR

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHhMPa7Gf1phM9e3gRX4UcHbRL5ks8zT7nA7P40VOzUmQ11hY74ihhOu/45n3x22 A9wI1abCCy4tc7cPXuTehA== 0000950123-06-014983.txt : 20061208 0000950123-06-014983.hdr.sgml : 20061208 20061208154612 ACCESSION NUMBER: 0000950123-06-014983 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 EFFECTIVENESS DATE: 20061208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT FUNDS, INC. CENTRAL INDEX KEY: 0000355747 IRS NUMBER: 133089608 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03275 FILM NUMBER: 061265693 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC DATE OF NAME CHANGE: 20060105 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC /MD/ DATE OF NAME CHANGE: 20010308 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INVESTMENT FUNDS INC DATE OF NAME CHANGE: 19931015

0000355747 S000008868 Legg Mason Partners Small Cap Growth Fund

C000024143 Class 1 sbcfx

C000024144 Class A sbsgx

C000024145 Class B sbybx

C000024146 Class C sbslx

C000024147 Class Y sbzyx

N-CSR 1 y26388nvcsr.htm FORM N-CSR FORM N-CSR

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

Legg Mason Partners Investment Funds, Inc.

(Exact name of registrant as specified in charter)


125 Broad Street, New York, NY		10004
(Address of principal executive offices)		(Zip code)

Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4^th Fl.
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: September 30,
Date of reporting period: September 30, 2006


ITEM 1.		REPORT TO STOCKHOLDERS.

		The Annual Report to Stockholders is filed herewith.



ANNUAL REPORT SEPTEMBER 30, 2006		Legg Mason Partners Small Cap Growth Fund



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

Legg Mason Partners
Small Cap Growth Fund

Annual Report • September 30, 2006

What’s

Inside


Fund Objective

The Fund seeks long-term growth of capital. Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities of high growth small capitalization companies, or in other investments with similar characteristics.



Letter from the Chairman		I

Fund Overview		1

Fund at a Glance		5

Fund Expenses		6

Fund Performance		8

Historical Performance		9

Schedule of Investments		10

Statement of Assets and Liabilities		15

Statement of Operations		16

Statements of Changes in Net Assets		17

Financial Highlights		18

Notes to Financial Statements		22

Report of Independent Registered Public Accounting Firm		32

Board Approval of Management and Subadvisory Agreements		33

Additional Information		36

Letter from the Chairman

R. JAY GERKEN, CFA

Chairman, President and
Chief Executive Officer


	Dear Shareholder,

	While the U.S. economy continued to expand, it weakened considerably as the reporting period progressed. After expanding 4.1% in the third quarter of 2005, gross domestic product (“GDP”)ⁱ growth slipped to 1.7% during the last quarter of the year. The economy then rebounded sharply in the first quarter of 2006. Over this period, GDP rose 5.6%, its best showing since the third quarter of 2003. The economy then took a step backwards in the second quarter 2006, as GDP growth was 2.6%, according to the U.S. Commerce Department. The advance estimate for third quarter GDP growth was 1.6% — the lowest growth rate since the first quarter of 2003.


	After increasing the federal funds rateⁱⁱ to 5.25% in June — its 17th consecutive rate hike — the Federal Reserve Board (“Fed”)ⁱⁱⁱ paused from raising rates at its August, September and October meetings. In its statement accompanying the October meeting, the Fed stated, “Economic growth has slowed over the course of the year, partly reflecting a cooling of the housing market. Going forward, the economy seems likely to expand at a moderate pace. Readings on core inflation have been elevated, and the high level of resource utilization has the potential to sustain inflation pressures. However, inflation pressures seem likely to moderate over time, reflecting reduced impetus from energy prices, contained inflation expectations, and the cumulative effects of monetary policy actions and other factors restraining aggregate demand.” The Fed’s next meeting is on December 12th and further rate movements will likely be data dependent.
	For the 12-month period ended September 30, 2006, the U.S. stock market generated solid results, with the S&P 500 Index^iv returning 10.78%. For much of the period, stock prices moved in fits and starts due to continued interest rate hikes, high oil prices and inflationary pressures. However, toward the end of the period, several of these overhangs were removed, as the Fed

Legg Mason Partners Small Cap Growth Fund I

paused from tightening rates and, after peaking at $78 a barrel in mid-July, oil prices fell 15% in the third quarter.^v

Looking at the market more closely, large-cap stocks narrowly outperformed their mid- and small-cap counterparts, with the Russell 1000^vi, Russell Midcap^vii and Russell 2000^viii Indexes returning 10.25%, 9.57%, and 9.92%, respectively. However, with the potential for a slowing economy, during the second half of the reporting period investors were drawn to more defensive, large-cap companies. From an investment style perspective, value stocks significantly outperformed growth stocks, with the Russell 3000 Value^ix and Russell 3000 Growth^x Indexes returning 14.55% and 6.05%, respectively.

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 have affected Fund performance.

Information About Your Fund

As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Affiliates of the Fund’s manager have, in recent years, 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 is not in a position to predict the outcome of these requests and investigations.


	Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.
	As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.

Sincerely,

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

October 27, 2006

II Legg Mason Partners Small Cap Growth Fund

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.


ⁱ		Gross domestic product is a market value of goods and services produced by labor and property in a given country.

ⁱⁱ		The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.

ⁱⁱⁱ		The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

^iv		The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S.

^v		Source: The Wall Street Journal, 9/29/06.

^vi		The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

^vii		The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index.

^viii		The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.

^ix		The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.

^x		The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values.

Legg Mason Partners Small Cap Growth Fund III

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Fund Overview

TIMOTHY WOODS

Portfolio Manager

Special Shareholder Notices

As part of the continuing effort to integrate investment products managed by the advisers acquired with Citigroup Inc.’s asset management business, Legg Mason, Inc. (“Legg Mason”) has recommended various Fund actions in order to streamline product offerings, standardize share class pricing features, eliminate redundancies and improve efficiencies within the organization. At Board meetings held during June and July 2006, the Fund’s Board reviewed and approved these recommendations, and provided authorization to move ahead with proxy solicitations for those matters needing shareholder approval.

Effective August 1, 2006, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) became the Fund’s investment manager and ClearBridge Advisors, LLC (“ClearBridge”), formerly CAM North America, LLC, became the Fund’s subadviser. The portfolio manager who is responsible for the day-to-day management of the Fund remains the same immediately prior to and immediately after the date of these changes. LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason.

The Fund’s Board has also approved a reorganization pursuant to which the Fund’s assets would be acquired, and its liabilities assumed, by the Salomon Brothers Small Cap Growth Fund, (the “Acquiring Fund”), which will be renamed Legg Mason Partners Small Cap Growth Fund I on November 20, 2006, in exchange for shares of the Acquiring Fund. The Fund would then be liquidated, and shares of the Acquiring Fund would be distributed to Fund shareholders. Proxy materials describing the reorganization, and other initiatives requiring shareholder approval, have been sent to shareholders. If shareholder approval is obtained, Fund actions are generally expected to be implemented during the first quarter of 2007.

Certain changes regarding share class pricing and related matters were implemented on November 20, 2006. Please consult the Fund’s current prospectus for more information.

The Fund was formerly known as Smith Barney Small Cap Growth Fund.

Q. What were the overall market conditions during the Fund’s reporting period?

A. The ongoing economic expansion and solid corporate profits helped the U.S. equity market to generate solid returns over the 12-month period that ended September 30, 2006. Over that time, the S&P 500 Indexⁱ returned 10.78%. That said, the market experienced periods of volatility — often triggered by the Federal Reserve Board (“Fed”)ⁱⁱ and changing expectations about whether or not it would end its two-year tightening campaign.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 1

Oil prices, which had risen to above $70 towards the end of the period, peaked near $77, then declined nearly 20% (or $15 dollars per barrel)ⁱⁱⁱ, leading to decreased costs for both energy using corporate producers and consumers. After increasing the federal funds rate^iv to 5.25% in June — its 17th consecutive rate hike — the Fed paused from raising rates at its August, September and October meetings, signaling the end of the two year tightening cycle. These two factors resulted in investors bidding up the stock market and, in particular, sectors that were perceived to benefit the most, mainly consumer discretionary (retail and restaurants), technology, and transports. Corporate profits remained strong, and mergers and acquisition activity seemed poised to reach record levels for the calendar year. These factors helped equity returns, despite concerns of a drop in consumer spending due to the recent letdown in the real estate market.

Looking at the reporting period as a whole, small-cap stocks, as measured by the Russell 2000 Index^v, returned 9.92%. Within the small-cap universe, value stocks significantly outperformed their growth counterparts, as the Russell 2000 Value^vi and Russell 2000 Growth^vii Indexes returned 14.01% and 5.88%, respectively.

Performance Review

For the 12 months ended September 30, 2006, Class A shares of the Legg Mason Partners Small Cap Growth Fund, excluding sales charges, returned -4.00%. These shares underperformed the Lipper Small-Cap Growth Funds Category Average,¹ which increased 3.70%. The Fund’s unmanaged benchmark, the Russell 2000 Growth Index, returned 5.88% for the same period.


	Performance Snapshot as of September 30, 2006 (excluding sales charges) (unaudited)


	6 months		12 months

Small Cap Growth Fund — Class A Shares		-15.00%		-4.00%

Russell 2000 Growth Index		-8.88%		5.88%

Lipper Small-Cap Growth Funds Category Average		-9.79%		3.70%


	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.leggmason.com/ InvestorServices.

	Excluding sales charges, Class 1 shares returned -14.72%, Class B shares returned -15.36% and Class C shares returned -15.09% over the six months ended September 30, 2006. Excluding sales charges, Class 1 shares returned -3.64%, Class B shares returned -4.76% and Class C shares returned -4.32% over the twelve months ended September 30, 2006. All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions.

	Performance figures reflect reimbursements and/or fee waivers, without which the performance would have been lower.


	¹	Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended September 30, 2006, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 580 funds for the six-month period and among the 558 funds for the 12-month period in the Fund’s Lipper category and excluding sales charges.

2 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


Q.	What were the most significant factors affecting Fund performance?

What were the leading contributors to performance?

A. During the reporting period, the two largest contributors to performance were information technology companies Akamai Technologies, Inc. and Diodes, Inc. In the consumer discretionary sector, Bebe Stores, Inc and Dick’s Sporting Goods, Inc. enhanced results. Elsewhere, industrials company Joy Global Inc. was a positive contributor to performance. The Fund sold its position in Joy Global Inc. during the reporting period.

What were the leading detractors from performance?


	A. Overall, both stock selection and sector positioning were detrimental to performance over the 12-month reporting period. In terms of specific stocks, information technology companies PMC-Sierra, Inc., Bankrate, Inc. and SiRF Technology Holdings, Inc.
	were among the largest detractors from results. Consumer discretionary company Jarden Corp. and health care firm DexCom, Inc. were also negative contributors to performance.

Q. Were there any significant changes to the Fund during the reporting period?

A. The Fund eliminated its positions in four of the five leading detractors by the close of the period, only retaining its position in DexCom, Inc. At the close of the period, the Fund’s largest overweights relative to the Russell 2000 Growth Index were in the information technology and financials sectors, as well as health care services (primarily managed care). The Fund has recently increased its positions in the consumer discretionary sector, investing in restaurants and specialty retail. Given the recent decline in oil and gasoline prices — which could give a liquidity boost to many consumers — as well as the Fed’s decision to stop raising rates, we feel that consumer confidence and spending are poised to remain strong.

Thank you for your investment in the Legg Mason Partners Small Cap Growth Fund. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Timothy Woods

Portfolio Manager

ClearBridge Advisors, LLC

October 27, 2006

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 3

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 September 30, 2006 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 a percentage of net assets) as of this date were: Mobile Mini Inc. (2.3%), Affiliated Managers Group Inc. (2.1%), VCA Antech Inc. (2.0%), Dick’s Sporting Goods Inc. (1.8%), Sierra Health Services Inc. (1.7%), Akamai Technologies Inc. (1.7%), Psychiatric Solutions Inc. (1.6%), Allscripts Healthcare Solutions Inc. (1.6%), Equinix Inc. (1.6%) and Steiner Leisure Ltd. (1.5%). Please refer to pages 10 through 14 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 a percentage of net assets) as of September 30, 2006 were: Information Technology (29.5%), Health Care (22.8%), Industrials (12.9%), Consumer Discretionary (11.7%) and Financials (11.3%). The Fund’s portfolio composition is subject to change at any time.

RISKS: Keep in mind, stocks of small-cap companies often experience sharper price fluctuations than stocks of mid- and large-cap companies. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for more information on these and other risks.

All index performance reflects no deduction for fees, expenses or taxes. Please note an investor cannot invest directly in an index.


ⁱ		The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S.


ⁱⁱ		The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.


ⁱⁱⁱ		Source: The Wall Street Journal, 10/03/06.


^iv		The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.


^v		The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.


^vi		The Russell 2000 Value Index measures the performance of those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values.


^vii		The Russell 2000 Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

4 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Fund at a Glance (unaudited)


	Investment Breakdown

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 5

Fund Expenses (unaudited)

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on April 1, 2006 and held for the six months ended September 30, 2006.

Actual Expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.


	Based on Actual Total Return (1)


	Actual
	Total Return			Beginning		Ending		Annualized			Expenses
	Without			Account		Account		Expense			Paid During
	Sales Charges(2)			Value		Value		Ratio			the Period(3)

Class 1		(14.72	)%	$	1,000.00	$	852.80		1.17	%	$	5.43

Class A		(15.00	)		1,000.00		850.00		1.73			8.02

Class B		(15.36	)		1,000.00		846.40		2.47			11.43

Class C		(15.09	)		1,000.00		849.10		1.87			8.67


⁽¹⁾		For the six months ended September 30, 2006.

⁽²⁾		Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class 1 and A shares or the applicable contingent deferred sales charges (“CDSC”) with respect to Class B and C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

⁽³⁾		Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

6 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Fund Expenses (unaudited) (continued)

Hypothetical Example for Comparison Purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Based on Hypothetical Total Return (1)


	Hypothetical			Beginning		Ending		Annualized			Expenses
	Annualized			Account		Account		Expense			Paid During
	Total Return			Value		Value		Ratio			the Period(2)

Class 1		5.00	%	$	1,000.00	$	1,019.20		1.17	%	$	5.92

Class A		5.00			1,000.00		1,016.39		1.73			8.74

Class B		5.00			1,000.00		1,012.68		2.47			12.46

Class C		5.00			1,000.00		1,015.69		1.87			9.45


⁽¹⁾		For the six months ended September 30, 2006.

⁽²⁾		Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 7

Fund Performance


	Average Annual Total Returns (1) (unaudited)


	Without Sales Charges(2)

	Class 1			Class A			Class B			Class C

Twelve Months Ended 9/30/06		(3.64	)%		(4.00	)%		(4.76	)%		(4.32	)%

Five Years Ended 9/30/06		4.92			4.94			4.16			4.43

Inception* through 9/30/06		(7.73	)		(1.44	)		(2.16	)		(1.95	)


	With Sales Charges(3)

	Class 1			Class A			Class B			Class C

Twelve Months Ended 9/30/06		(11.80	)%		(8.84	)%		(9.52	)%		(5.28	)%

Five Years Ended 9/30/06		3.08			3.86			3.99			4.43

Inception* through 9/30/06		(9.08	)		(2.18	)		(2.16	)		(1.95	)


	Cumulative Total Return (1) (unaudited)


	Without Sales Charges(2)

Class 1 (Inception* through 9/30/06)		(38.56	)%

Class A (Inception* through 9/30/06)		(9.45	)

Class B (Inception* through 9/30/06)		(13.89	)

Class C (Inception* through 9/30/06)		(12.58	)


⁽¹⁾		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. Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

⁽²⁾		Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class 1 and A shares or the applicable CDSC with respect to Class B and C shares.

⁽³⁾		Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class 1 and A shares reflect the deduction of the maximum sales charges of 8.50% and 5.00%, respectively; 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 reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

*		Inception date for Class A, B and C shares is November 30, 1999. Inception date for Class 1 shares is September 11, 2000.

8 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Historical Performance (unaudited)


	Value of $10,000 Invested in Class A, B and C Shares of the Legg Mason Partners Small Cap Growth Fund vs. Russell 2000 Growth Index^† (November 1999 - September 2006)


†		Hypothetical illustration of $10,000 invested in Class A, B and C shares at inception on November 30, 1999, 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% and 1.00% CDSC for Class B and C shares, respectively. It also assumes reinvestment of all distributions, including returns of capital, if any, through September 30, 2006. The Russell 2000 Growth Index measures the performance of those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. The performance of the Fund’s other class may be greater or less than the performance of Class A, B and C shares indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other class.


		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. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 9


	Schedule of Investments (September 30, 2006)

LEGG MASON PARTNERS SMALL CAP GROWTH FUND


Shares		Security	Value

COMMON STOCKS — 96.0%
CONSUMER DISCRETIONARY — 11.7%
Diversified Consumer Services — 1.5%
	78,600	Steiner Leisure Ltd.*	$	3,305,130

Hotels, Restaurants & Leisure — 3.9%
	3,700	Chipotle Mexican Grill Inc., Class A*		183,779
	30,000	Panera Bread Co.*		1,747,500
	72,500	Shuffle Master Inc.*		1,958,225
	37,600	Station Casinos Inc.		2,174,408
	94,000	WMS Industries Inc.*		2,745,740

		Total Hotels, Restaurants & Leisure		8,809,652

Internet & Catalog Retail — 1.2%
	100,800	VistaPrint Ltd.*		2,614,752

Specialty Retail — 5.1%
	81,700	Bebe Stores Inc.		2,024,526
	114,400	Charming Shoppes Inc.*		1,633,632
	90,800	Dick’s Sporting Goods Inc.*		4,133,216
	98,900	Urban Outfitters Inc.*		1,749,541
	84,600	Volcom Inc.*		1,906,884

		Total Specialty Retail		11,447,799

		TOTAL CONSUMER DISCRETIONARY		26,177,333

CONSUMER STAPLES — 1.1%
Food & Staples Retailing — 1.1%
	156,900	Wild Oats Markets Inc.*		2,537,073

ENERGY — 3.7%
Energy Equipment & Services — 1.9%
	43,500	FMC Technologies Inc.*		2,335,950
	64,400	Rowan Cos. Inc.		2,036,972

		Total Energy Equipment & Services		4,372,922

Oil, Gas & Consumable Fuels — 1.8%
	72,500	Berry Petroleum Co., Class A Shares		2,041,600
	41,300	Ultra Petroleum Corp.*		1,986,943

		Total Oil, Gas & Consumable Fuels		4,028,543

		TOTAL ENERGY		8,401,465

EXCHANGE TRADED FUND — 1.0%
	30,700	iShares Nasdaq Biotechnology Index Fund*		2,265,046

See Notes to Financial Statements.

10 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


	Schedule of Investments (September 30, 2006) (continued)


Shares		Security	Value

FINANCIALS — 11.3%
Capital Markets — 3.3%
	47,600	Affiliated Managers Group Inc.*	$	4,765,236
	60,200	Investment Technology Group Inc.*		2,693,950

		Total Capital Markets		7,459,186

Commercial Banks — 3.9%
	56,600	East-West Bancorp Inc.		2,241,926
	29,400	Preferred Bank		1,763,118
	79,400	Seacoast Banking Corporation of Florida		2,397,880
	71,500	Western Alliance Bancorp*		2,352,350

		Total Commercial Banks		8,755,274

Diversified Financial Services — 1.4%
	109,000	optionsXpress Holdings Inc.		3,038,920

Insurance — 0.6%
	145,000	Amerisafe Inc.*		1,421,000

Real Estate Investment Trusts (REITs) — 2.1%
	27,200	Alexandria Real Estate Equities Inc.		2,551,360
	106,600	FelCor Lodging Trust Inc.		2,137,330

		Total Real Estate Investment Trusts (REITs)		4,688,690

		TOTAL FINANCIALS		25,363,070

HEALTH CARE — 22.8%
Biotechnology — 6.4%
	67,900	Alexion Pharmaceuticals Inc.*		2,307,242
	190,500	Arena Pharmaceuticals Inc.*		2,282,190
	172,800	BioMarin Pharmaceutical Inc.*		2,458,944
	103,700	Cubist Pharmaceuticals Inc.*		2,254,438
	127,400	Exelixis Inc.*		1,109,654
	101,500	Myriad Genetics Inc.*		2,501,975
	46,600	Vertex Pharmaceuticals Inc.*		1,568,090

		Total Biotechnology		14,482,533

Health Care Equipment & Supplies — 4.1%
	143,600	Dexcom Inc.*		1,598,268
	44,200	Gen-Probe Inc.*		2,072,538
	87,200	LifeCell Corp.*		2,809,584
	65,600	ResMed Inc.*		2,640,400

		Total Health Care Equipment & Supplies		9,120,790

See Notes to Financial Statements.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 11


	Schedule of Investments (September 30, 2006) (continued)


Shares		Security	Value

Health Care Providers & Services — 10.9%
	157,800	Allscripts Healthcare Solutions Inc.*	$	3,542,610
	141,000	Eclipsys Corp.*		2,525,310
	53,800	Molina Healthcare Inc.*		1,902,368
	122,300	PSS World Medical Inc.*		2,444,777
	104,700	Psychiatric Solutions Inc.*		3,569,223
	100,100	Sierra Health Services Inc.*		3,787,784
	122,400	VCA Antech Inc.*		4,413,744
	39,100	WellCare Health Plans Inc.*		2,214,233

		Total Health Care Providers & Services		24,400,049

Life Sciences Tools & Services — 1.4%
	94,200	Parexel International Corp.*		3,117,078

		TOTAL HEALTH CARE		51,120,450

INDUSTRIALS — 12.9%
Aerospace & Defense — 2.2%
	108,400	BE Aerospace Inc.*		2,286,156
	106,800	TransDigm Group Inc.*		2,608,056

		Total Aerospace & Defense		4,894,212

Airlines — 0.7%
	183,800	JetBlue Airways Corp.*		1,703,826

Commercial Services & Supplies — 4.3%
	24,500	Corporate Executive Board Co.		2,202,795
	90,400	Kenexa Corp.*		2,279,888
	181,000	Mobile Mini Inc.*		5,142,210

		Total Commercial Services & Supplies		9,624,893

Machinery — 2.7%
	76,800	Dynamic Materials Corp.		2,489,856
	61,900	Mueller Industries Inc.		2,177,023
	56,200	RBC Bearings Inc.*		1,357,230

		Total Machinery		6,024,109

Road & Rail — 2.0%
	52,300	Landstar System Inc.		2,233,210
	72,900	Old Dominion Freight Line Inc.*		2,189,187

		Total Road & Rail		4,422,397

Trading Companies & Distributors — 1.0%
	53,800	MSC Industrial Direct Co. Inc., Class A Shares		2,191,812

		TOTAL INDUSTRIALS		28,861,249

See Notes to Financial Statements.

12 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


	Schedule of Investments (September 30, 2006) (continued)


Shares		Security	Value

INFORMATION TECHNOLOGY — 29.5%
Communications Equipment — 1.6%
	166,000	Foundry Networks Inc.*	$	2,182,900
	67,200	Riverbed Technology Inc.*		1,310,400

		Total Communications Equipment		3,493,300

Computers & Peripherals — 1.2%
	99,200	Rackable Systems Inc.*		2,715,104

Electronic Equipment & Instruments — 2.7%
	66,825	Benchmark Electronics Inc.*		1,796,256
	46,200	Itron Inc.*		2,577,960
	37,300	Trimble Navigation Ltd.*		1,756,084

		Total Electronic Equipment & Instruments		6,130,300

Internet Software & Services — 6.2%
	74,900	Akamai Technologies Inc.*		3,744,251
	88,200	aQuantive Inc.*		2,083,284
	58,300	Equinix Inc.*		3,503,830
	65,200	j2 Global Communications Inc.*		1,771,484
	125,500	Sohu.com Inc.*		2,763,510

		Total Internet Software & Services		13,866,359

IT Services — 1.1%
	171,000	MPS Group Inc.*		2,583,810

Semiconductors & Semiconductor Equipment — 9.5%
	73,250	Diodes Inc.*		3,162,203
	255,900	Entegris Inc.*		2,791,869
	49,400	FormFactor Inc.*		2,081,222
	44,600	Hittite Microwave Corp.*		1,984,700
	207,400	Mattson Technology Inc.*		1,721,420
	79,610	MEMC Electronic Materials Inc.*		2,916,114
	97,180	Microsemi Corp.*		1,831,843
	383,200	ON Semiconductor Corp.*		2,253,216
	340,500	RF Micro Devices Inc.*		2,580,990

		Total Semiconductors & Semiconductor Equipment		21,323,577

Software — 7.2%
	99,400	Blackbaud Inc.		2,185,806
	56,900	Blackboard Inc.*		1,507,850
	134,300	Concur Technologies Inc.*		1,954,065
	191,000	Informatica Corp.*		2,595,690
	161,400	Quest Software Inc.*		2,304,792
	108,800	Ultimate Software Group Inc.*		2,560,064
	168,800	Witness Systems Inc.*		2,959,064

		Total Software		16,067,331

		TOTAL INFORMATION TECHNOLOGY		66,179,781

See Notes to Financial Statements.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 13


	Schedule of Investments (September 30, 2006) (continued)


Shares		Security	Value

MATERIALS — 1.1%
Paper & Forest Products — 1.1%
	152,400	Votorantim Celulose e Papel SA, ADR	$	2,581,656

TELECOMMUNICATION SERVICES — 0.9%
Wireless Telecommunication Services — 0.9%
	293,400	Dobson Communications Corp., Class A Shares*		2,059,668

		TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $168,621,056)		215,546,791


Face
Amount

SHORT-TERM INVESTMENT — 2.6%
Repurchase Agreement — 2.6%
$	5,698,000	Interest in $13,682,000 joint tri-party repurchase agreement dated 9/29/06 with Deutsche Bank Securities Inc., 5.300% due 10/2/06; Proceeds at maturity — $5,700,517; (Fully collateralized by U.S. Government Agency Obligation, 6.000% due 9/15/36; Market value — $5,811,960) (Cost — $5,698,000)		5,698,000

		TOTAL INVESTMENTS — 98.6% (Cost — $174,319,056#)		221,244,791
		Other Assets in Excess of Liabilities — 1.4%		3,204,504

		TOTAL NET ASSETS — 100.0%	$	224,449,295


*		Non-income producing security.

^#		Aggregate cost for federal income tax purposes is $174,363,232.

		Abbreviation used in this schedule:


ADR		— American Depositary Receipt

See Notes to Financial Statements.

14 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


	Statement of Assets and Liabilities (September 30, 2006)


ASSETS:
	Investments, at value (Cost - $174,319,056)	$	221,244,791
	Cash		662
	Receivable for securities sold		7,921,533
	Receivable for Fund shares sold		109,731
	Dividends and interest receivable		21,262
	Prepaid expenses		37,942

	Total Assets		229,335,921

LIABILITIES:
	Payable for securities purchased		4,214,283
	Payable for Fund shares repurchased		168,679
	Investment management fee payable		140,337
	Distribution fees payable		30,404
	Directors’ fees payable		845
	Accrued expenses		332,078

	Total Liabilities		4,886,626

Total Net Assets		$	224,449,295

NET ASSETS:
	Par value (Note 5)	$	22,198
	Paid-in capital in excess of par value		469,101,330
	Accumulated net investment loss		(471	)
	Accumulated net realized loss on investments		(291,599,497	)
	Net unrealized appreciation on investments		46,925,735

Total Net Assets		$	224,449,295

Shares Outstanding:
	Class 1		551,884

	Class A		12,538,768

	Class B		7,898,368

	Class C		1,208,970

Net Asset Value:
	Class 1 (and redemption price)		$10.31

	Class A (and redemption price)		$10.31

	Class B*		$9.81

	Class C*		$9.96

Maximum Public Offering Price Per Share:
	Class 1 (based on maximum sales charge of 8.50%)		$11.27

	Class A (based on maximum sales charge of 5.00%)		$10.85

* 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.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 15


	Statement of Operations (For the year ended September 30, 2006)


INVESTMENT INCOME:
	Interest	$	569,966
	Dividends		560,589
	Less: Foreign taxes withheld		(127	)

	Total Investment Income		1,130,428

EXPENSES:
	Investment management fee (Note 2)		1,899,812
	Distribution fees (Notes 2 and 4)		1,418,989
	Transfer agent fees (Notes 2 and 4)		1,249,265
	Shareholder reports (Note 4)		78,089
	Registration fees		51,322
	Audit and tax		26,500
	Legal fees		24,347
	Directors’ fees		10,160
	Custody fees		9,353
	Insurance		5,069
	Miscellaneous expenses		43,991

	Total Expenses		4,816,897
	Less: Fee waivers and/or expense reimbursements (Notes 2 and 7)		(9,659	)

	Net Expenses		4,807,238

Net Investment Loss			(3,676,810	)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3):
	Net Realized Gain From Investment Transactions		23,939,176
	Change in Net Unrealized Appreciation/ Depreciation From Investments		(29,879,073	)

Net Loss on Investments			(5,939,897	)

Decrease in Net Assets From Operations		$	(9,616,707	)

See Notes to Financial Statements.

16 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


	Statements of Changes in Net Assets (For the years ended September 30,)


		2006			2005

OPERATIONS:
	Net investment loss	$	(3,676,810	)	$	(3,864,035	)
	Net realized gain		23,939,176			44,592,777
	Change in net unrealized appreciation/depreciation		(29,879,073	)		2,972,657

	Increase (Decrease) in Net Assets From Operations		(9,616,707	)		43,701,399

FUND SHARE TRANSACTIONS (NOTE 5):
	Net proceeds from sale of shares		27,397,771			23,633,003
	Cost of shares repurchased		(56,851,388	)		(137,609,704	)

	Decrease in Net Assets From Fund Share Transactions		(29,453,617	)		(113,976,701	)

Decrease in Net Assets			(39,070,324	)		(70,275,302	)
NET ASSETS:
	Beginning of year		263,519,619			333,794,921

	End of year*	$	224,449,295		$	263,519,619

* Includes accumulated net investment loss of:			$(471	)		—

See Notes to Financial Statements.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 17


	Financial Highlights

For a share of each class of capital stock outstanding throughout each year ended September 30:


Class 1 Shares(1)		2006			2005			2004			2003			2002

Net Asset Value, Beginning of Year			$10.70			$9.12			$8.68			$6.59			$8.11

Income (Loss) From Operations:
	Net investment loss		(0.09	)		(0.10	)		(0.10	)		(0.12	)		(0.12	)
	Net realized and unrealized gain (loss)		(0.30	)		1.68			0.54			2.21			(1.40	)

Total Income (Loss) From Operations			(0.39	)		1.58			0.44			2.09			(1.52	)

Net Asset Value, End of Year			$10.31			$10.70			$9.12			$8.68			$6.59

Total Return(2)			(3.64	)%		17.32	%		5.07	%		31.71	%		(18.74	)%

Net Assets, End of Year (000s)			$5,688			$6,739			$6,240			$6,279			$4,984

Ratios to Average Net Assets:
	Gross expenses		1.27	%		1.42	%		1.34	%		1.91	%		1.62	%
	Net expenses		1.24	(3)		1.42			1.32	(3)		1.91			1.62
	Net investment loss		(0.80	)		(1.05	)		(1.07	)		(1.63	)		(1.32	)

Portfolio Turnover Rate			92	%		70	%		118	%		115	%		96	%


⁽¹⁾		Per share amounts have been calculated using the average shares method.

⁽²⁾		Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

⁽³⁾		Reflects fee waivers and/or expense reimbursements.

See Notes to Financial Statements.

18 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


	Financial Highlights (continued)

For a share of each class of capital stock outstanding throughout each year ended September 30:


Class A Shares(1)		2006			2005			2004			2003			2002

Net Asset Value, Beginning of Year			$10.74			$9.16			$8.72			$6.59			$8.10

Income (Loss) From Operations:
	Net investment loss		(0.13	)		(0.11	)		(0.11	)		(0.09	)		(0.11	)
	Net realized and unrealized gain (loss)		(0.30	)		1.69			0.55			2.22			(1.40	)

Total Income (Loss) From Operations			(0.43	)		1.58			0.44			2.13			(1.51	)

Net Asset Value, End of Year			$10.31			$10.74			$9.16			$8.72			$6.59

Total Return(2)			(4.00	)%		17.25	%		5.05	%		32.32	%		(18.64	)%

Net Assets, End of Year (000s)			$129,226			$141,764			$136,049			$134,160			$96,991

Ratios to Average Net Assets:
	Gross expenses		1.63	%		1.45	%		1.37	%		1.52	%		1.52	%
	Net expenses		1.62	(3)		1.45			1.35	(3)		1.52			1.52
	Net investment loss		(1.18	)		(1.09	)		(1.11	)		(1.25	)		(1.22	)

Portfolio Turnover Rate			92	%		70	%		118	%		115	%		96	%


⁽¹⁾		Per share amounts have been calculated using the average shares method.

⁽²⁾		Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

⁽³⁾		Reflects fee waivers and/or expense reimbursements.

See Notes to Financial Statements.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 19


	Financial Highlights (continued)

For a share of each class of capital stock outstanding throughout each year ended September 30:


Class B Shares(1)		2006			2005			2004			2003			2002

Net Asset Value, Beginning of Year			$10.30			$8.84			$8.48			$6.46			$8.00

Income (Loss) From Operations:
	Net investment loss		(0.20	)		(0.17	)		(0.17	)		(0.14	)		(0.17	)
	Net realized and unrealized gain (loss)		(0.29	)		1.63			0.53			2.16			(1.37	)

Total Income (Loss) From Operations			(0.49	)		1.46			0.36			2.02			(1.54	)

Net Asset Value, End of Year			$9.81			$10.30			$8.84			$8.48			$6.46

Total Return(2)			(4.76	)%		16.52	%		4.25	%		31.27	%		(19.25	)%

Net Assets, End of Year (000s)			$77,489			$98,603			$96,470			$98,445			$84,984

Ratios to Average Net Assets:
	Gross expenses		2.35	%		2.17	%		2.10	%		2.26	%		2.26	%
	Net expenses		2.35	(3)		2.17			2.08	(3)		2.26			2.26
	Net investment loss		(1.91	)		(1.81	)		(1.83	)		(1.98	)		(1.96	)

Portfolio Turnover Rate			92	%		70	%		118	%		115	%		96	%


⁽¹⁾		Per share amounts have been calculated using the average shares method.

⁽²⁾		Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

⁽³⁾		Reflects fee waivers and/or expense reimbursements.

See Notes to Financial Statements.

20 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report


	Financial Highlights (continued)

For a share of each class of capital stock outstanding throughout each year ended September 30:


Class C Shares(1)		2006			2005			2004			2003			2002

Net Asset Value, Beginning of Year			$10.41			$8.93			$8.55			$6.50			$8.02

Income (Loss) From Operations:
	Net investment loss		(0.16	)		(0.16	)		(0.16	)		(0.12	)		(0.15	)
	Net realized and unrealized gain (loss)		(0.29	)		1.64			0.54			2.17			(1.37	)

Total Income (Loss) From Operations			(0.45	)		1.48			0.38			2.05			(1.52	)

Net Asset Value, End of Year			$9.96			$10.41			$8.93			$8.55			$6.50

Total Return(2)			(4.32	)%		16.57	%		4.44	%		31.54	%		(18.95	)%

Net Assets, End of Year (000s)			$12,046			$16,414			$19,209			$21,514			$18,358

Ratios to Average Net Assets:
	Gross expenses		1.96	%		1.99	%		1.96	%		1.97	%		2.01	%
	Net expenses		1.94	(3)		1.99			1.94	(3)		1.97			2.01
	Net investment loss		(1.49	)		(1.63	)		(1.70	)		(1.69	)		(1.71	)

Portfolio Turnover Rate			92	%		70	%		118	%		115	%		96	%


⁽¹⁾		Per share amounts have been calculated using the average shares method.

⁽²⁾		Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

⁽³⁾		Reflects fee waivers and/or expense reimbursements.

See Notes to Financial Statements.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 21

Notes to Financial Statements


1.	Organization and Significant Accounting Policies

Legg Mason Partners Small Cap Growth Fund (formerly known as Smith Barney Small Cap Growth Fund ) (the “Fund”) is a separate diversified series of Legg Mason Partners Investment Funds, Inc. (formerly known as Smith Barney Investment Funds Inc.) (the “Company”). The Company, a Maryland corporation, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.

(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

22 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Notes to Financial Statements (continued)

(d) Distributions to Shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.

(f) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

(g) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the current fiscal year, the following reclassifications have been made:


	Accumulated Net		Accumulated Net
	Investment Loss		Realized Loss		Paid-in Capital

(a)	$	,3,692,274		—	$	(3,692,274	)
(b)		(15,935)	$	15,935		—


^(a)		Reclassifications are primarily due to a tax net operating loss and book/tax differences in the treatment of various items.

^(b)		Reclassifications are primarily due to book/tax differences in the treatment of prior year distributions from real estate investment trusts.


2.	Investment Management Agreement and Other Transactions with Affiliates

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager, (“SBFM”), previously an indirect wholly-owned subsidiary of Citigroup, became a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s then existing investment management contract to terminate. The Fund operated under an interim management agreement, which was previously approved by the Fund’s Board of Directors, until the Fund’s shareholders approved a new investment management contract between the Fund and SBFM, which became effective on December 19, 2005.

Prior to the Legg Mason transaction and continuing under the new investment management agreement, the Fund paid SBFM an investment management fee calculated daily and paid monthly at an annual rate of 0.75% of the Fund’s average daily net assets.

Effective August 1, 2006, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) became the Fund’s investment manager and ClearBridge Advisors, LLC (“ClearBridge”), formerly

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 23

Notes to Financial Statements (continued)

known as CAM North America, LLC, became the Fund’s subadviser. The portfolio manager who is responsible for the day-to-day management of the Fund remains the same immediately prior to and immediately after the date of these changes. LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason.

LMPFA provides administrative and certain oversight services to the Fund. LMPFA has delegated to the subadviser the day-to-day portfolio management of the Fund, except for the management of cash and short-term investments. The Fund’s investment management fee remains unchanged. For its services, LMPFA pays ClearBridge 70% of the net management fee that it receives from the Fund.

During the year ended September 30, 2006, SBFM and LMPFA waived a portion of their fee in the amount of $5,735. In addition, during the year ended September 30, 2006, the Fund was reimbursed for expenses in the amount of $3,924.

The Fund’s Board has approved PFPC Inc. (“PFPC”) to serve as transfer agent for the Fund, effective January 1, 2006. The principal business office of PFPC is located at 4400 Computer Drive Westborough, MA 01581. Prior to January 1, 2006, Citicorp Trust Bank, fsb. (“CTB”), a subsidiary of Citigroup, acted as the Fund’s transfer agent. Also, prior to January 1, 2006, PFPC and Primerica Shareholder Services (“PSS”), another subsidiary of Citigroup, acted as the Fund’s sub-transfer agents. CTB received account fees and asset-based fees that varied according to the size and type of account. PFPC and PSS were responsible for shareholder recordkeeping and financial processing for all shareholder accounts and were paid by CTB. For the period ended September 30, 2006, the Fund paid transfer agent fees of $127,315 to CTB.

The Fund’s Board has appointed Citigroup Global Markets Inc. (“CGM”) and PFS Investments Inc. (“PFS”), both of which are subsidiaries of Citigroup, and Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, as co-distributors of the Fund. The Fund’s Board has also approved an amended and restated Rule 12b-1 Plan. CGM, PFS and other broker-dealers, financial intermediaries and financial institutions (each called a “Service Agent”) that currently offer Fund shares continue to make the Fund’s shares available to their clients. Additional Service Agents may offer Fund shares in the future.

There is a maximum initial sales charge of 8.50% and 5.00% for Class 1 and A shares, respectively. 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. This CDSC declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the period ended September 30, 2006, LMIS and PFS, CGM and their affiliates received sales charges of approximately $2,000 and $65,000 on sales of the Fund’s Class 1

24 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Notes to Financial Statements (continued)

and Class A shares, respectively. In addition, for the period ended September 30, 2006, CDSCs paid to LMIS and PFS, CGM and their affiliates were approximately:


	Class B		Class C

CDSCs	$	20,000	$	0	*


*		Amount represents less than $1,000.

Effective November 20, 2006, the maximum initial sales charge on Class A shares of the Fund increased from 5.00% to 5.75% for shares purchased on or after that date.

Certain officers and one Director of the Company are employees of Legg Mason or its affiliates and do not receive compensation from the Company.


3.	Investments

During the year ended September 30, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:


Purchases	$	223,551,022

Sales		252,448,230

At September 30, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:


Gross unrealized appreciation	$	52,546,181
Gross unrealized depreciation		(5,664,622	)

Net unrealized appreciation	$	46,881,559


4.	Class Specific Expenses

The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service fee with respect to its Class A, B and C shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rate of 0.75% of the average daily net assets of each class, respectively. Distribution fees are accrued daily and paid monthly.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 25

Notes to Financial Statements (continued)

For the year ended September 30, 2006, class specific expenses were as follows:


	Distribution		Transfer		Shareholder
	Fees		Agent Fees		Reports Expenses

Class 1		—	$	27,481	$	1,237
Class A	$	350,170		740,142		42,784
Class B		924,194		465,175		30,368
Class C		144,625		16,467		3,700

Total	$	1,418,989	$	1,249,265	$	78,089


5.	Capital Shares

At September 30, 2006, the Company had 10 billion shares of capital stock authorized with a par value of $0.001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest in the Fund and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:


	Year Ended						Year Ended
	September 30, 2006						September 30, 2005

	Shares			Amount			Shares			Amount

Class 1
Shares sold		42,367		$	471,292			62,499		$	606,408
Shares repurchased		(120,544	)		(1,324,386	)		(116,724	)		(1,151,296	)

Net Decrease		(78,177	)	$	(853,094	)		(54,225	)	$	(544,888	)

Class A
Shares sold		1,693,300		$	18,707,747			1,311,423		$	13,001,791
Shares repurchased		(2,358,606	)		(25,831,044	)		(2,964,168	)		(29,367,590	)

Net Decrease		(665,306	)	$	(7,123,297	)		(1,652,745	)	$	(16,365,799	)

Class B
Shares sold		716,352		$	7,533,503			956,054		$	9,089,583
Shares repurchased		(2,394,932	)		(25,124,618	)		(2,285,986	)		(21,792,015	)

Net Decrease		(1,678,580	)	$	(17,591,115	)		(1,329,932	)	$	(12,702,432	)

Class C
Shares sold		63,513		$	685,229			96,858		$	935,151
Shares repurchased		(430,973	)		(4,571,340	)		(671,706	)		(6,478,343	)

Net Decrease		(367,460	)	$	(3,886,111	)		(574,848	)	$	(5,543,192	)

Class Y†
Shares sold		—			—			8		$	70
Shares repurchased		—			—			(8,048,143	)		(78,820,460	)

Net Decrease		—			—			(8,048,135	)	$	(78,820,390	)


†	On May 9, 2005, Class Y shares were liquidated.

26 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Notes to Financial Statements (continued)


6.	Income Tax Information and Distributions to Shareholders

For the years ended September 30, 2006 and 2005, the Fund did not make any distributions.

As of September 30, 2006, the components of accumulated earnings on a tax basis were as follows:


Capital loss carryforward*	$	(291,555,321	)
Other book/tax temporary differences (a)		(471	)
Unrealized appreciation (b)		46,881,559

Total accumulated earnings/(losses) — net	$	(244,674,233	)


*	During the taxable year ended September 30, 2006, the Fund utilized $23,938,169 of its capital loss carryforward available from prior years. As of September 30, 2006, the Fund had the following net capital loss carryforwards remaining:


Year of Expiration	Amount

9/30/2009	$	(12,865,903	)
9/30/2010		(184,437,252	)
9/30/2011		(94,252,166	)

	$	(291,555,321	)


		These amounts will be available to offset any future taxable capital gains.

^(a)		Other book/tax temporary differences are attributable primarily to differences in the book/tax treatment of various items.

^(b)		The difference between book-basis and tax-basis unrealized appreciation / (depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between the book and tax cost basis of investments in real estate investment trusts.


7.	Regulatory Matters

On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and CGM relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).

The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 27

Notes to Financial Statements (continued)

affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.

The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made.

The order also required that transfer agency fees received from the Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order.

On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the affected Funds.

The order required SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

Although there can be no assurance, the Fund’s manager does not believe that this matter will have a material adverse effect on the Fund.

On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.


8.	Legal Matters

Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC as described in Note 7. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the advisor for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.

28 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Notes to Financial Statements (continued)

On October 5, 2005, a motion to consolidate the five actions and any subsequently-filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.

As of the date of this report, the Fund’s investment manager believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Fund or the ability of the Fund’s investment manager and its affiliates to continue to render services to the Fund under its respective contracts.

* * *

Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its then affiliates, including SBFM and Salomon Brothers Asset Management Inc. (“SBAM”), which were then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”), and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested (including the Fund) and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the Investment Company Act, which the court granted plaintiffs leave to repeal as a derivative claim.

On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint under Section 36(b) of the 1940 Act, against CAM, SBAM, SBFM and CGM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 29

Notes to Financial Statements (continued)

Complaint Defendants”). The Fund was not identified in the Second Amended Complaint. The Second Amended Complaint alleges no claims against any of the Funds or any of their Board members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.


9.	Other Matters

On September 16, 2005, the staff of the SEC informed SBFM and SBAM that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the Investment Company Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the Investment Company Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/ or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.

Although there can be no assurance, the Fund’s manager believes that this matter is not likely to have a material adverse effect on the Fund.

10. Additional Shareholder Information

The Fund’s Board approved certain share class modifications which, among other things, will standardize share class features for all equity and fixed income funds in the fund complex. The features standardized include such things as sales loads, distribution charges and other costs. These modifications were implemented on November 20, 2006.

The Fund’s Board also approved a number of initiatives designed to streamline and restructure the fund complex, and authorized seeking shareholder approval for those initiatives where shareholder approval is required. As a result, Fund shareholders asked to elect a new Board, approve matters that will result in the Fund being grouped for organizational and governance purposes with other funds in the fund complex, and domicile the Fund as a Maryland business trust, with all funds operating under uniform charter documents. Fund shareholders also have been asked to approve investment matters, including standardized fundamental investment policies.

Proxy materials describing these matters were sent to shareholders. If shareholder approval is obtained, these matters generally are expected to be implemented during the first quarter of 2007.

30 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Notes to Financial Statements (continued)


11.	Recent Accounting Pronouncements

During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the position’s sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund will be October 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund has determined that adopting FIN 48 will not have a material impact on the Fund’s financial statements.

* * *

On September 20, 2006, FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

Legg Mason Partners Small Cap Growth Fund 2006 Annual Report 31

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Legg Mason Partners Investment Funds, Inc.

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Legg Mason Partners Small Cap Growth Fund (formerly Smith Barney Small Cap Growth Fund), a series of Legg Mason Partners Investment Funds, Inc. (formerly Smith Barney Investment Funds Inc.), as of September 30, 2006, 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 the financial highlights for each of the years in the five-year period then ended. 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 September 30, 2006, by correspondence with the custodian and brokers or by 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 statement 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 Legg Mason Partners Small Cap Growth Fund, as of September 30, 2006, 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 five-year period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
November 27, 2006

32 Legg Mason Partners Small Cap Growth Fund 2006 Annual Report

Board Approval of Management and Subadvisory Agreements (unaudited)

At a meeting held in person on June 29, 2006, the Fund’s Board, including a majority of the Board Members who are not “interested persons” of the Fund or Legg Mason Partners Fund Advisor, LLC (the “Manager”) or any sub-investment adviser or proposed sub-investment adviser as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”), approved a new management agreement (the “New Management Agreement”) between the Fund and the Manager. The Fund’s Board, including a majority of the Independent Board Members, also approved a new subadvisory agreement between the Manager and ClearBridge Advisors, LLC (formerly known as CAM North America, LLC (the “Subadviser”) (the “New Subadvisory Agreement”). The New Management Agreement and the New Subadvisory Agreement replaced the Fund’s prior management agreement with Smith Barney Fund Management LLC and were entered into in connection with an internal reorganization of the Manager’s, the prior manager’s and the Subadviser’s parent organization, Legg Mason. In approving the New Management Agreement and New Subadvisory Agreement, the Board, including the Independent Board Members, considered the factors discussed below, among other things.

The Board noted that the Manager will provide administrative and certain oversight services to the Fund, and that the Manager will delegate to the Subadviser the day-to-day portfolio management of the Fund. The Board members reviewed the qualifications, backgrounds and responsibilities of the senior personnel that will provide oversight and general management services and the portfolio management team that would be primarily responsible for the day-to-day management of the Fund. The Board members noted that the portfolio manager was expected to be the same as then managing the Fund.

The Board members received and considered information regarding the nature, extent and quality of services expected to be provided to the Fund by the Manager under the New Management Agreement and by the Subadviser under the New Subadvisory Agreement. The Board members’ evaluation of the services expected to be provided by the Manager and the Subadviser took into account the Board members’ knowledge and familiarity gained as Fund Board members, including as to the scope and quality of Legg Mason’s investment management and other capabilities and the quality of its administrative and other services. The Board members considered, among other things, information and assurances provided by Legg Mason as to the operations, facilities and organization of the Manager and the Subadviser and the qualifications, backgrounds and responsibilities of their senior personnel. The Board members further considered the financial resources available to the Manager, the Subadviser and Legg Mason. The Board members concluded that, overall, the nature, extent and quality of services expected to be provided under the New Management Agreement and the New Subadvisory Agreement were acceptable.

The Board members also received and considered performance information for the Fund, as well as comparative information with respect to a peer group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board members were provided with a description of the

Legg Mason Partners Small Cap Growth Fund 33

Board Approval of Management and Subadvisory Agreements (unaudited) (continued)

methodology Lipper used to determine the similarity of the Fund to the funds included in the Performance Universe. The Board members noted that they had received and discussed with management, at periodic intervals, information comparing the Fund’s performance against, among other things, its benchmark. Based on the Board members’ review, which included careful consideration of the factors noted above, the Board members concluded that the performance of the Fund, under the circumstances, supported approval of the New Management Agreement and New Subadvisory Agreement.

The Board members reviewed and considered the management fee that would be payable by the Fund to the Manager in light of the nature, extent and quality of the management services expected to be provided by the Manager, including the fee waiver and/or expense reimbursement arrangements currently in place. Additionally, the Board members received and considered information comparing the Fund’s management fee and overall expenses with those of comparable funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board members also reviewed and considered the subadvisory fee that would be payable by the Manager to the Subadviser in light of the nature, extent and quality of the management services expected to be provided by the Subadviser. The Board members noted that the Manager, and not the Fund, will pay the subadvisory fee to the Subadviser. The Board members determined that the Fund’s management fee and the Fund’s subadvisory fee were reasonable in light of the nature, extent and quality of the services expected to be provided to the Fund under the New Management Agreement and the New Subadvisory Agreement.

The Board members received and considered a pro-forma profitability analysis of Legg Mason and its affiliates in providing services to the Fund, including information with respect to the allocation methodologies used in preparing the profitability data. The Board members recognized that Legg Mason may realize economies of scale based on its internal reorganization and synergies of operations. The Board members noted that it was not possible to predict with a high degree of confidence how Legg Mason’s and its affiliates’ profitability would be affected by its internal reorganization and by other factors including potential economies of scale, but that based on their review of the pro forma profitability analysis, their most recent prior review of the profitability of the predecessor manager and its affiliates from their relationship with the Fund and other factors considered, they determined that the management fee was reasonable. The Board members noted that they expect to receive profitability information on an annual basis.

In their deliberations, the Board members also considered, and placed significant importance on, information that had been received and conclusions that had been reached by the Board in connection with the Board’s most recent approval of the Fund’s prior management agreement, in addition to information provided in connection with the Board’s evaluation of the terms and conditions of the New Management Agreement and the New Subadvisory Agreement.

The Board members considered Legg Mason’s advice and the advice of its counsel that the New Management Agreement and the New Subadvisory Agreement were being entered

34 Legg Mason Partners Small Cap Growth Fund

Board Approval of Management and Subadvisory Agreements (unaudited) (continued)

into in connection with an internal reorganization within Legg Mason, that did not involve an actual change of control or management. The Board members further noted that the terms and conditions of the New Management Agreement are substantially identical to those of the Fund’s previous management agreement except for the identity of the Manager, and that the initial term of the New Management Agreement (after which it will continue in effect only if such continuance is specifically approved at least annually by the Board, including a majority of the Independent Board Members) was the same as that under the prior management agreement.

In light of all of the foregoing, the Board, including the Independent Board Members, approved the New Management Agreement and the New Subadvisory Agreement. No single factor reviewed by the Board members was identified as the principal factor in determining whether to approve the New Management Agreement and the New Subadvisory Agreement. The Independent Board Members were advised by separate independent legal counsel throughout the process. The Independent Board Members also discussed the proposed approval of the New Management Agreement and the New Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Subadviser were present.

Legg Mason Partners Small Cap Growth Fund 35

Additional Information (unaudited)

Information about Directors and Officers

The business and affairs of the Legg Mason Partners Small Cap Growth Fund (formerly known as Smith Barney Small Cap Growth Fund) (the “Fund”) are managed under the direction of the Board of Directors of Legg Mason Partners Investment Funds, Inc. (formerly known as 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 Directors and is available, without charge, upon request by calling Shareholder Services at 1-800-451-2010.

Number of

Term of

Portfolios

Office* and

Principal

in Fund

Other Board

Position(s)

Length of

Occupation(s)

Complex

Memberships

Name, Address and Birth

Held with

Time

During Past

Overseen by

Held by

Year

Fund

Served

Five Years

Director

Non-Interested Trustees:

Paul R. Ades
Paul R. Ades, PLLC
181 West Main Street, Suite C
Babylon, NY 11702
Birth Year: 1940

Director

Since
1994

Law Firm of Paul R. Ades, PLLC (April 2000 to present)

None

Dwight B. Crane
Harvard Business School
Soldiers Field
Baker Library #337
Boston, MA 02163
Birth Year: 1937

Director

Since
1981

Professor, Harvard Business School

None

Frank G. Hubbard
c/o Legg Mason Partners Funds
125 Broad Street
New York, NY 10004
Birth Year: 1937

Director

Since
1993

President of Avatar International, Inc. (Business Development)

None

Jerome H. Miller
c/o Legg Mason Partners Funds
125 Broad Street
New York, NY 10004
Birth Year: 1938

Director

Since
1998

Retired

None

Ken Miller
Young Stuff Apparel
Group, Inc.
930 Fifth Avenue
Suite 610
New York, NY 10021
Birth Year: 1942

Director

Since
1994

President of Young Stuff Apparel Group, Inc. (since 1963)

None

36 Legg Mason Partners Small Cap Growth Fund

Additional Information (unaudited) (continued)

Number of

Term of

Portfolios

Office* and

Principal

in Fund

Other Board

Position(s)

Length of

Occupation(s)

Complex

Memberships

Name, Address and Birth

Held with

Time

During Past

Overseen by

Held by

Year

Fund

Served

Five Years

Director

Interested Director:

R. Jay Gerken, CFA**
Legg Mason & Co., LLC
(“Legg Mason”)
399 Park Avenue, 4th Floor
New York, NY 10022
Birth Year: 1951

Chairman, President and Chief Executive Officer

Since
2002

Managing Director of Legg Mason; President and Chief Executive Officer of Legg Mason Partners Fund Advisors LLC (“LMPFA”) (Since 2006); President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management Inc, (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Legg Mason; Formerly, Chairman of SBFM and CFM (from 2002 to 2006); Formerly, Chairman, President and Chief Executive of Travelers Investment Advisers, Inc. (from 2002 to 2005)

167

Trustee, Consulting Group Capital Markets Funds

Legg Mason Partners Small Cap Growth Fund 37

Additional Information (unaudited) (continued)

Number of

Term of

Portfolios

Office* and

Principal

in Fund

Other Board

Position(s)

Length of

Occupation(s)

Complex

Memberships

Name, Address and Birth

Held with

Time

During Past

Overseen by

Held by

Year

Fund

Served

Five Years

Director

Officers:

Kaprel Ozsolak
Legg Mason
125 Broad Street,
11th Floor
New York, NY 10004
Birth Year: 1965

Chief Financial Officer and Treasurer

Since
2004

Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason; Formerly, Controller of certain mutual funds associated predecessor firms of Legg Mason or its predecessors (from 2002 to 2004)

N/A

Timothy Woods, CFA
ClearBridge Advisors, LLC
(“ClearBridge Advisors”)
125 Broad Street
New York, NY 10004
Birth Year: 1960

Vice President and Investment Officer

Since
1999

Managing Director Legg Mason and Investment Officer of ClearBridge Advisors.

N/A

38 Legg Mason Partners Small Cap Growth Fund

Additional Information (unaudited) (continued)

Number of

Term of

Portfolios

Office* and

Principal

in Fund

Other Board

Position(s)

Length of

Occupation(s)

Complex

Memberships

Name, Address and Birth

Held with

Time

During Past

Overseen by

Held by

Year

Fund

Served

Five Years

Director

Ted P. Becker
Legg Mason
399 Park Avenue, 4th Floor
New York, NY 10022
Birth Year: 1951

Chief Compliance Officer

Since
2006

Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance at Legg Mason (2005-Present); Chief Compliance Officer with certain mutual funds associated with Legg Mason, LMPFA and certain affiliates (since 2006); Managing Director of Compliance at Legg Mason or its predecessor (2002-2005); Prior to 2002, Managing Director — Internal Audit & Risk Review at Citigroup Inc.

N/A

John Chiota
Legg Mason
300 First Stamford Place
4th Floor
Stamford, CT 06902
Birth Year: 1968

Chief Anti- Money Laundering Compliance Officer

Since
2006

Vice President of Legg Mason or its predecessor (since 2004); Chief Anti-Money Laundering Compliance Officer with certain mutual funds associated with Legg Mason or its affiliates (since 2006); Prior to August 2004, Chief AML Compliance Officer with TD Waterhouse

N/A

Legg Mason Partners Small Cap Growth Fund 39

Additional Information (unaudited) (continued)

Number of

Term of

Portfolios

Office* and

Principal

in Fund

Other Board

Position(s)

Length of

Occupation(s)

Complex

Memberships

Name, Address and Birth

Held with

Time

During Past

Overseen by

Held by

Year

Fund

Served

Five Years

Director

Steven Frank
Legg Mason
125 Broad Street
11th Floor
New York, NY 10004
Birth Year: 1967

Controller

Since
2005

Vice President of Legg Mason or its predecessor (since 2002); Controller of certain mutual funds associated with Legg Mason (since 2005); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason (from 2001 to 2005); Accounting Manager of Legg Mason or its predecessors (from 1996 to 2001)

N/A

Robert I. Frenkel
Legg Mason
300 First Stamford Place
4th Floor
Stamford, CT 06902
Birth Year: 1954

Secretary and Chief Legal Officer

Since
2003

Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessors (since 2000); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004)

N/A


*		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 LMPFA and certain of its affiliates.

40 Legg Mason Partners Small Cap Growth Fund

Legg Mason Partners
Small Cap Growth Fund

DIRECTORS

Paul R. Ades
Dwight B. Crane
R. Jay Gerken, CFA
Chairman
Frank G. Hubbard
Jerome H. Miller
Ken Miller

INVESTMENT MANAGER

Legg Mason Partners
Fund Advisor, LLC

SUBADVISER

ClearBridge Advisors, LLC

DISTRIBUTORS

Citigroup Global Markets Inc.
Legg Mason Investor Services, LLC
PFS Investments Inc.

CUSTODIAN

State Street Bank and
Trust Company

TRANSFER AGENT

PFPC, Inc.
4400 Computer Drive

Westborough, Massachusetts 01581

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

KPMG LLP
345 Park Avenue

New York, New York 10154



This report is submitted for the general information of the shareholders of Legg Mason Partners Investment Funds, Inc. — Legg Mason Partners Small Cap Growth Fund, but it may also be used as sales literature when preceded or accompanied by the current Prospectus. This report must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing. www.leggmason.com/InvestorServices (c)2006 Legg Mason Investor Services, LLC Member NASD, SIPC FD02086 11/06 SR06-184		Legg Mason Partners Small Cap Growth Fund The Fund is a separate series of the Legg Mason Partners Investment Funds, Inc., a Maryland corporation. LEGG MASON PARTNERS SMALL CAP GROWTH FUND Legg Mason Partners Funds 125 Broad Street 10th Floor, MF-2 New York, New York 10004 The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010. Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov. Proxy voting reports for the period ending June 30, 2005 will continue to be listed under the Fund’s former Smith Barney Investment Funds Inc. — Smith Barney Small Cap Growth Fund name.

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 Paul Ades, the Chairperson 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 Dwight B. 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. The aggregate fees billed in the last two fiscal years ending September 30, 2005 and September 30, 2006 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $46,600 in 2005 and $47,600 in 2006.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $4,000 in 2005. These services consisted of procedures performed in connection with the review of the registration statement filed on Form N-1A for the funds (formally known as the Smith Barney Investment Funds Inc.) of Legg Mason Partners Investment Funds Inc.. There were no fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 in 2006.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Legg Mason Partners Investment Funds Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved).

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $9,800 in 2005 and $0 in 2006. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 on behalf of the Legg Mason Partners Investment Funds Inc..

All Other Fees. There were no other non-audit services rendered by the Auditor to Smith Barney Fund Management LLC (“SBFM”), and any entity controlling, controlled by or under common

control with SBFM that provided ongoing services to Legg Mason Partners Investment Funds Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) 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.

(2) For the Legg Mason Partners Investment Funds Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2005 and 2006; Tax Fees were 100% and 0% for 2005 and 2006; and Other Fees were 100% and 0% for 2005 and 2006.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Investment Funds Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Legg Mason Partners Investment Funds Inc. during the reporting period were $0 in 2006 for fees related to the transfer agent matter as fully described in the notes the financial statements titled “additional information” and $75,000 for 2005.

(h) Yes. Legg Mason Partners 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 Auditor to the Legg Mason Partners 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. SCHEDULE OF INVESTMENTS.

Included herein under Item 1.


ITEM 7.		DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.


ITEM 9.		PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 11. CONTROLS AND PROCEDURES.

	(a)		The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

	(b)		There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 12. 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.

Legg Mason Partners Investment Funds, Inc.


By:		/s/ R. Jay Gerken R. Jay Gerken
		Chief Executive Officer of
		Legg Mason Partners Investment Funds, Inc.

Date: December 8, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ R. Jay Gerken R. Jay Gerken
		Chief Executive Officer of
		Legg Mason Partners Investment Funds, Inc.

Date: December 8, 2006


By:		/s/ Kaprel Ozsolak Kaprel Ozsolak
		Chief Financial Officer of
		Legg Mason Partners Investment Funds, Inc.

Date: December 8, 2006

EX-99.CODE ETH 2 y26388exv99wcodeeth.htm EX-99.CODE ETH: CODE OF ETHICS EX-99.CODE ETH

EX 99.CODE ETH

SARBANES-OXLEY ACT CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS OF CAM/U.S. REGISTERED INVESTMENT COMPANIES

I. Covered Officers/Purpose of the Code

This code of ethics (the “Code”) for Citigroup Asset Management’s (“CAM’s”) U. S. registered proprietary investment companies (collectively, “Funds” and each a, “Company”) applies to each Company’s Chief Executive Officer, Chief Administrative Officer, Chief Financial Officer and Controller (the “Covered Officers”) for the purpose of promoting:

	•		honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	•		full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

	•		compliance with applicable laws and governmental rules and regulations;

	•		the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

	•		accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Administration of Code

The Regional Director of CAM Compliance, North America (“Compliance Officer”) is responsible for administration of this Code, including granting pre-approvals (see Section III below) and waivers (as described in Section VI below), applying this Code in specific situations in which questions are presented under it and interpreting this Code in any particular situation.

III.

Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The compliance programs and procedures of the Company and its investment adviser are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code (see Section VII below).

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and a Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of a Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Directors\Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

* * * *

Each Covered Officer must:

•

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting ( e.g. through fraudulent accounting

practices) by the Company whereby the Covered Officer¹ would benefit personally to the detriment of the Company; or

	•		not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Company; and

	•		not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market affect of such transactions.

	•		There are some potential conflict of interest situations that should always be discussed with the Compliance Officer, if material. Examples are as follows:

(1) service as a director on the board of any public or private company;

(2) any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser,

(3) a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership; and

(4) the receipt of any gifts or the conveyance of any value (including entertainment) from any company with which the Company has current or prospective business dealings, except:

(a) any non-cash gifts of nominal value (nominal value is less than $100); and

(b) customary and reasonable meals and entertainment at which the giver is present, such as the occasional business meal or sporting event.

IV. Disclosure and Compliance

Each Covered Officer:

•

should be familiar with his or her responsibilities in connection with the disclosure requirements generally applicable to the Company;


¹		Any activity or relationship that would present a conflict for a Covered Officer would also present a conflict for the Covered Officer if a member of a Covered Officer’s family (spouse, minor children and any account over which a Covered Officer is deemed to have beneficial interest) engages in such an activity or has such a relationship.

	•		should not knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;

	•		should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the investment adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

	•		is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

V. Reporting and Accountability

Each Covered Officer must:

	•		upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read, and understands the Code;

	•		annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

	•		annually disclose affiliations and other relationships related to conflicts of interest;

	•		not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

	•		notify the Compliance Officer promptly if he knows of any violation of this Code (failure to do so is itself a violation of this Code).

In rendering decisions and interpretations and in conducting investigations of potential violations under the Code, the Compliance Officer may, at his discretion, consult with such persons as he determines to be appropriate, including, but not limited to, a senior legal officer of the Company or its investment adviser or its affiliates, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Company’s audit committee for the retention of independent auditors to perform permissible non-audit services. The Funds will follow these procedures in investigating and enforcing the Code:

	•		the Compliance Officer will take all appropriate action to investigate any potential violation of which he becomes aware;

	•		if, after investigation the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action;

	•		any matter that the Compliance Officer believes is a violation will be reported to the Directors of the Fund who are not “interested persons” as defined in the Investment Company Act the (“Non-interested Directors”)

	•		if the Non-interested Directors of the Board concur that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; and

	•		any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules

The Compliance Officer shall submit an annual report to the Board describing any waivers granted.

VI. Waivers²

A Covered Officer may request a waiver of any of the provisions of the Code by submitting a written request for such waiver to the Compliance Officer, setting forth the basis of such request and explaining how the waiver would be consistent with the standards of conduct described herein. The Compliance Officer shall review such request and make a determination thereon in writing, which shall be binding.

In determining whether to waive any provisions of this Code, the Compliance Officer shall consider whether the proposed waiver is consistent with honest and ethical conduct and other purposes of this Code.

VII. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The codes of ethics of the funds and the investment advisers and principal underwriters under Rule 17j-1 of the Investment Company Act and the Citigroup Code of Conduct and Citigroup Statement of Business Practices as well as other policies of the Fund’s investment advisers or their affiliates are separate requirements applying to the Covered Officers and others, and are not part of this Code.


²		For purposes of this Code, Item 2 of Form N-CSR defines “waiver” as “the approval by a Company of a material departure from a provision of the Code” and includes an “implicit waiver,” which means a Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company.

VIII. Amendments

Any amendments to this Code, other than amendments to Exhibits A, B and C must be approved or ratified by a majority vote of the Board, including a majority of Non-interested Directors.

IX. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Company and their respective counsel, counsel to the non-Interested Directors or independent auditors or other consultants referred to in Section V above.

X. Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

EX-99.CERT 3 y26388exv99wcert.htm EX-99.CERT: CERTIFICATIONS EX-99.CERT

CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT

CERTIFICATIONS

I, R. Jay Gerken, certify that:

	1.		I have reviewed this report on Form N-CSR of Legg Mason Partners Investment Funds, Inc. – Legg Mason Partners Small Cap Growth Fund;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: December 8, 2006	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer

I, Kaprel Ozsolak, certify that:

	1.		I have reviewed this report on Form N-CSR of Legg Mason Partner Investment Funds, Inc. – Legg Mason Partners Small Cap Growth Fund;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: December 8, 2006	/s/ Kaprel Ozsolak
	Kaprel Ozsolak
	Chief Financial Officer

EX-99.906CERT 4 y26388exv99w906cert.htm EX-99.906CERT: CERTIFICATIONS EX-99.906CERT

CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT

CERTIFICATION

R. Jay Gerken, Chief Executive Officer, and Kaprel Ozsolak, Chief Financial Officer of Legg Mason Partners Investment Funds, Inc. – Legg Mason Partners Small Cap Growth Fund (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended September 30, 2006 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


Chief Executive Officer				Chief Financial Officer
Legg Mason Partners Investment Funds, Inc. -				Legg Mason Partners Investment Funds, Inc. -
Legg Mason Partners Small Cap Growth Fund				Legg Mason Partners Small Cap Growth Fund

/s/ R. Jay Gerken R. Jay Gerken				/s/ Kaprel Ozsolak Kaprel Ozsolak
Date: December 8, 2006				Date: December 8, 2006

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.

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	paused from tightening rates and, after peaking at $78 a barrel in mid-July, oil prices fell 15% in the third quarter.^v
	Looking at the market more closely, large-cap stocks narrowly outperformed their mid- and small-cap counterparts, with the Russell 1000^vi, Russell Midcap^vii and Russell 2000^viii Indexes returning 10.25%, 9.57%, and 9.92%, respectively. However, with the potential for a slowing economy, during the second half of the reporting period investors were drawn to more defensive, large-cap companies. From an investment style perspective, value stocks significantly outperformed growth stocks, with the Russell 3000 Value^ix and Russell 3000 Growth^x Indexes returning 14.55% and 6.05%, respectively.
	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 have affected Fund performance.