-----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, HNHDwCpTsXEkXDsRGR7nvN+zkyHlpGZQVD6HZ/QQ8puKA0ZLkalujwn9IOCpIbfN Wn4+E+AvN2yctybPnoysJw== 0001193125-07-076285.txt : 20070406 0001193125-07-076285.hdr.sgml : 20070406 20070406153400 ACCESSION NUMBER: 0001193125-07-076285 CONFORMED SUBMISSION TYPE: 485BXT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070406 DATE AS OF CHANGE: 20070406 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: 485BXT SEC ACT: 1933 Act SEC FILE NUMBER: 002-74288 FILM NUMBER: 07754408 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 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: 485BXT SEC ACT: 1940 Act SEC FILE NUMBER: 811-03275 FILM NUMBER: 07754409 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 S000008854 Legg Mason Partners Government Securities Fund C000024095 Class 1 sgvsx C000024096 Class A sgvax C000024097 Class B hgvsx C000024098 Class C sgslx C000024099 Class I sgsyx 0000355747 S000008861 Legg Mason Partners Investment Grade Bond Fund C000024115 Class A sigax C000024116 Class B hbdix C000024117 Class C sbilx C000024118 Class I sigyx 485BXT 1 d485bxt.htm LEGG MASON PARTNERS INVESTMENT FUNDS, INC. Legg Mason Partners Investment Funds, Inc.

As filed with the U.S. Securities and Exchange Commission on April 6, 2007

Securities Act File No. 2-74288

Investment Company Act File No. 811-03275

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

    x
  Pre-Effective Amendment No.        
 

Post-Effective Amendment No. 121

 

and/or

 

   
 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

    x
  Amendment No. 123   
  (Check appropriate box or boxes.)   

 

Legg Mason Partners Investment Funds, Inc.*

(Exact Name of Registrant as Specified in Charter)

 

 

125 Broad Street, New York, New York   10004
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code (800) 451-2010

 

Robert I. Frenkel

Legg Mason Partners Investment Funds, Inc.

300 First Stamford Place

Stamford, Connecticut

(Name and Address of Agent for Service)

COPY TO:

Dianne E. O’Donnell, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

 

Continuous

(Approximate Date of Proposed Offering)

It is proposed that this filing will become effective on April 16, 2007 pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, as amended. This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

* This filing relates solely to shares of the Trust’s series Legg Mason Partners Government Securities Fund and Legg Mason Partners Investment Grade Bond Fund

Explanatory Note

Part A (the Prospectus) and Part B (the Statement of Additional Information) filed by the Registrant in Post-Effective Amendment No. 120 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended (File No. 2-74288) and Amendment No. 122 to the Registration Statement on Form N-1A under the Investment Company Act of 1940, as amended (File No. 811-03275) pursuant to Rule 485(a) on February 9, 2007 (Accession No. 0001193125-07-025384) are incorporated herein by reference. This filing is being made pursuant to Rule 485(b) under the Securities Act of 1933, as amended, to extend the effectiveness of the Registration Statement until April 16, 2007.

 

PART C

OTHER INFORMATION

Item 23. Exhibits

All references are to the Registrant’s registration statement on Form N-1A (the “Registration Statement”) as filed with the SEC on October 2, 1981 (File Nos. 2-74288 and 811-03275).

(a)(1) Articles of Restatement dated September 17, 1993 to Registrant’s Articles of Incorporation dated September 28, 1981, Articles of Amendment dated October 14, 1994, Articles Supplementary, Articles of Amendment dated October 14, 1994, Articles Supplementary, Articles of Amendments and Certificates of Correction dated November 7, 1994, are incorporated by reference to Post-Effective Amendment No. 37 to the Registration Statement filed on November 7, 1994. Articles of Amendment No. 46 filed October 23, 1997 are incorporated by reference to Post-Effective Amendment dated October 23, 1997 (“Post-Effective Amendment No. 46”). Articles of Amendment dated February 27, 1998 are incorporated by reference to Post-Effective Amendment No. 48 dated April 29, 1998. Articles of Amendment dated June 1, 1998 are incorporated by reference to Post-Effective Amendment No. 49 filed on July 16, 1998 (“Post-Effective Amendment No. 49”). Articles of Amendment dated April 29, 2004 are incorporated by reference to Post-Effective Amendment No. 94 filed on April 29, 2004 (“Post-Effective Amendment No. 94). Articles Supplementary dated July 15, 2004 are incorporated by reference to Post-Effective Amendment No. 96 filed on July 16, 2004 (“Post-Effective Amendment No. 96”). Articles Supplementary dated August 23, 2004 are incorporated by reference to Post-Effective Amendment No. 97 filed on August 24, 2004. Articles Supplementary dated January 27, 2005 are incorporated by reference to Post-Effective Amendment No. 104 filed on February 24, 2005.

(a)(2) Amended Articles of Amendment dated April 7, 2006 are incorporated herein by reference to Post-Effective Amendment No. 114 filed on April 27, 2006.

(a)(3) Articles of Amendment dated November 20, 2006 are incorporated herein by reference to Post-Effective Amendment No. 116 filed on November 30, 2006.

(b)(1) Registrant’s By-Laws, as amended on September 30, 1992 are incorporated herein by reference to Post-Effective Amendment No. 30 to the Registration Statement filed on Form N-1A (File No. 2-74288) as filed with the Securities and Exchange Commission on April 30, 1993.

(b)(2) Amended and Restated By-Laws are incorporated herein by reference to Post-Effective Amendment No. 90 to the Registrant’s Registration Statement filed on April 30, 2003.

(c) Registrant’s form of stock certificate for Smith Barney Hansberger Global Value Fund (“Global Value Fund”) and Smith Barney Hansberger Global Value Small Cap Fund (“Small Cap Fund”) is incorporated herein by reference to Post Effective Amendment 46.

(d)(1) Form of Management Agreement between the Registrant, on behalf of Legg Mason Partners Small Cap Growth Fund, and Legg Mason Partners Fund Advisor, LLC (“LMPFA”) dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 116.

(d)(2) Form of Management Agreement between the Registrant, on behalf of Legg Mason Partners Small Cap Value Fund, and LMPFA dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 116.

(d)(3) Form of Subadvisory Agreement between LMPFA and ClearBridge Advisors, LLC (formerly known as CAM North America LLC) (“ClearBridge”), Legg Mason Partners Small Cap Growth Fund, dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 116.

(d)(4) Form of Subadvisory Agreement between LMPFA and ClearBridge, regarding Legg Mason Partners Small Cap Value Fund, dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 116.

(d)(5) Form of Management Agreement between the Registrant, on behalf of Legg Mason Partners Government Securities Fund and LMPFA, dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 120.

(d)(6) Form of Management Agreement between the Registrant, on behalf of Legg Mason Partners Investment Grade Bond Fund and LMPFA, dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 120.

(d)(7) Form of Subadvisory Agreement between LMPFA, and Western Asset Management Company (“WAM”), regarding Legg Mason Partners Government Securities Fund, dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 120.

(d)(8) Form of Subadvisory Agreement between LMPFA, and WAM, regarding Legg Mason Partners Investment Grade Bond Fund, dated August 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 120.

 

(e)(1) Form of Distribution Agreement between the Registrant and PFS Distributors is incorporated herein by reference to Post-Effective Amendment No. 81 filed on April 26, 2001 (“Post-Effective Amendment No. 81”).

(e)(2) Amendment to the Distribution Agreement and Assumption and of Duties and Responsibilities by PFSI dated December 1, 2005 between the Registrant and PFS Distributors is incorporated herein by reference to Post-Effective Amendment No. 113.

(e)(3) Amendment to the Distribution Agreement dated December 1, 2005 between the Registrant and Citigroup Global Markets Inc. is incorporated herein by reference to Post-Effective Amendment No. 113.

(e)(4) Distribution Agreement dated December 1, 2005 between the Registrant and Legg Mason Investor Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 113.

(f) Not Applicable.

(g)(1) Custodian Agreement with State Street Bank and Trust Company (“State Street”) is incorporated herein by reference to Post–Effective Amendment No. 86.

(g)(2) Form of Custodian Agreement dated January 1, 2006 with State Street is incorporated herein by reference to Post-Effective Amendment No. 113.

(h)(1) Transfer Agency and Services Agreement between Registrant and PFPC, Inc. dated January 1, 2006 is incorporated herein by reference to Post-Effective Amendment No. 114 filed on April 27, 2006.

(h)(2) Licensing Agreement dated as of December 1, 2005 between the Registrant and Citigroup Inc is incorporated herein by reference to Post-Effective Amendment No. 113.

(h)(3) Form of License Agreement between Registrant and Legg Mason Properties, Inc. is incorporated herein by reference to Post-Effective Amendment No. 114 filed on April 27, 2006.

(j)(1) Consent of Independent Registered Public Accounting Firm to be filed by amendment.

(j)(2) Power of Attorney dated April 12, 2006 is incorporated herein by reference to Post-Effective Amendment No. 116.

(k) Not Applicable.

(l) Not Applicable.

(m) (1) Amended and Restated Shareholder Services and Distribution Plan pursuant to 12b-1 between the Registrant and Citigroup Global Markets Inc. is incorporated herein by reference to Post-Effective Amendment No. 94.

(m)(2) Amended Shareholder Services and Distribution Plan dated December 1, 2005 pursuant to Rule 12b-1 is incorporated herein by reference to Post-Effective Amendment No. 113.

(m)(3) Amended Shareholder Services and Distribution Plan dated December 1, 2005 pursuant to Rule 12b-1 is incorporated herein by reference to Post-Effective Amendment No. 114 filed on April 27, 2006.

(n) Not Applicable.

(o)(1) Form of Plan pursuant to Rule 18f-3 is incorporated herein by reference to Post-Effective Amendment No. 50 to the Registrant’s Registration Statement.

(o)(2) Amended and Restated 18f-3(d) Multiple Class Plan dated as of December 1, 2005 is incorporated herein by reference to Post-Effective Amendment No. 113.

(p)(1) Revised Code of Ethics is incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement.

(p)(2) Code of Ethics of PFS Distributors, Inc. is incorporated herein by reference to Post-Effective No. 89.

(p)(3) Code of Ethics of Legg Mason Investor Services, LLC dated December 1, 2005 is incorporated herein by reference to Post-Effective Amendment No. 113.

(p)(4) Code of Ethics of Citigroup Asset Management - North America and Certain Registered Investment Companies, as amended September 13, 2005 (adopted by LMPFA and ClearBridge), is incorporated herein by reference to Post-Effective Amendment No. 113.

(p)(5) Code of Ethics of WAM dated as of February, 2005 is incorporated herein by reference to Post-Effective Amendment No. 120.

Item 24. Persons Controlled by or under Common Control with Registrant

None.

 

Item 25. Indemnification

The response to this item is incorporated herein by reference to Pre-Effective Amendment No. 1 to the registration statement filed on Form N-14 on October 8, 1993 (File No. 33-50153).

Item 26. Business and Other Connections of Investment Adviser

Investment Adviser — Legg Mason Partners Fund Advisor, LLC

LMPFA was formed in 2006 under the laws of the State of Delaware as a limited liability company. LMPFA is a direct wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”).

LMPFA is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The list required by this Item 26 of officers and directors of LMPFA together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by LMPFA pursuant to the Investment Advisers Act of 1940, as amended (SEC File No. 801-66785).

Subadvisor — ClearBridge Advisors, LLC

ClearBridge was organized under the laws of the State of Delaware as a limited liability company. ClearBridge is a direct wholly-owned subsidiary of Legg Mason.

ClearBridge is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The list required by this Item 26 of officers and directors of ClearBridge together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of FORM ADV filed by ClearBridge pursuant to the Investment Advisers Act of 1940, as amended (SEC File No. 801-64710).

Subadviser — Western Asset Management Company

WAM is an investment adviser registered with the SEC under the Advisers Act. The following is a list of other substantial business activities in which directors, officers or partners of WAM have been engaged as director, officer, employee, partner, or trustee.

 

Peter L. Bain    Director, WAM
   Director, LMFM
   Manager, Brandywine
   Senior Executive Vice President, Legg Mason, Inc.
   Director, Nova Scotia
   Vice President and Director, BMML
   Director, LMCM
   Director, Bartlett
   Director, Berkshire
   Director, LM Funding
   Director, LM Properties
   Director, LMRG
   Director, LM Tower
   Director, PCM I
   Director, PCM II
   Manager, Royce
   Director, Western Asset Management Company Limited
James W. Hirschmann III    Director, WAM
   Director, Western Asset Management Company Limited
D. Daniel Fleet    President and CEO, WAM
Gavin L. James    Director of Global Client Services, WAM
  

Senior Executive Officer, Western Asset Management

Company Limited

Gregory McShea    General Counsel and Secretary, WAM
   General Counsel and Secretary, Western Asset Management Company Limited

 

WAM is located at 385 East Colorado Boulevard, Pasadena, CA 91101.

Item 27. Principal Underwriters

(a) CGMI, a distributor of the Registrant, is the distributor for each series of the registrants listed: Legg Mason Partners Trust II, CitiFunds Trust I, Legg Mason Partners Funds Trust, Variable Annuity Portfolios, CitiFunds Premium Trust, CitiFunds Institutional Trust, CitiFunds Trust III, Legg Mason Partners Lifestyle Series, Inc., Smith Barney Multiple Discipline Trust, Legg Mason Partners Investment Series, Consulting Group Capital Markets Funds, High Income Opportunity Fund Inc., Intermediate Muni Fund, Inc., Legg Mason Partners Small Cap Core Fund, Inc., Legg Mason Partners Investment Trust, LMP Real Estate Income Fund Inc., Managed High Income Portfolio Inc., Managed Municipals Portfolio Inc., Municipal High Income Fund Inc., Citigroup Investments Corporate Loan Fund Inc., Zenix Income Fund Inc., Legg Mason Partners Capital Fund, Inc., Legg Mason Partners Investors Value Fund, Inc., Legg Mason Partners Equity Fund, Inc., Western Asset Funds II, Inc., Legg Mason Partners Series Funds, Inc., Legg Mason Partners Variable Portfolios I, Inc., Barrett Opportunity Fund, Inc. (prior to 12/1/06, Salomon Brothers Opportunity Fund Inc), Western Asset 2008 Worldwide Dollar Government Term Trust Inc., Western Asset High Income Fund Inc., Western Asset High Income Fund II Inc., Western Asset Emerging Markets Income Fund Inc., Western Asset Emerging Markets Income Fund II Inc., Western Asset Emerging Markets Floating Rate Fund Inc., Western Asset Global High Income Fund Inc., Western Asset Emerging Markets Debt Fund Inc., LMP Capital and Income Fund, Inc., Western Asset Inflation Management Fund Inc., Western Asset Variable Rate Strategic Fund, Inc., Western Asset Global Partners Income Fund Inc., Western Asset Municipal Partners Fund Inc., Western Asset Municipal Partners Fund II Inc., Legg Mason Partners Variable Portfolio II, Legg Mason Partners Adjustable Rate Income Fund, Legg Mason Partners Aggressive Growth Fund, Inc., Legg Mason Partners Appreciation Fund, Inc., Legg Mason Partners Arizona Municipals Fund, Inc., Legg Mason Partners California Municipals Fund, Inc., Legg Mason Partners Equity Funds, Legg Mason Partners Fundamental Value Fund, Inc., Legg Mason Partners Funds, Inc., Legg Mason Partners Income Funds, Smith Barney Institutional Cash Management Fund, Inc., Legg Mason Partners Investment Funds, Inc., Legg Mason Partners Core Plus Bond Fund, Inc., Legg Mason Partners Managed Municipals Fund, Inc., Legg Mason Partners Massachusetts Municipals Fund, Smith Barney Money Funds, Inc., Legg Mason Partners Municipal Funds, Smith Barney Municipal Money Market Fund, Inc., Legg Mason Partners New Jersey Municipals Fund, Inc., Legg Mason Partners Sector Series, Inc., Legg Mason Partners Oregon Municipals Fund, Legg Mason Partners World Funds, Inc., and various series of unit investment trusts.

LMIS, a distributor of the Registrant is also a distributor of the following funds: Legg Mason Partners Trust II, CitiFunds Trust I, Legg Mason Partners Funds Trust, Variable Annuity Portfolios, CitiFunds Premium Trust, CitiFunds Institutional Trust, CitiFunds Trust III, Legg Mason Partners Lifestyle Series, Inc., Smith Barney Multiple Discipline Trust, Legg Mason Partners Investment Series, Consulting Group Capital Markets Funds, High Income Opportunity Fund Inc., Intermediate Muni Fund, Inc., Legg Mason Partners Small Cap Core Fund, Inc., Legg Mason Partners Investment Trust, LMP Real Estate Income Fund Inc., Managed High Income Portfolio Inc., Managed Municipals Portfolio Inc., Municipal High Income Fund Inc., Citigroup Investments Corporate Loan Fund Inc., Zenix Income Fund Inc., Legg Mason Partners Capital Fund, Inc., Legg Mason Partners Investors Value Fund, Inc., Legg Mason Partners Equity Fund, Inc., Western Asset Funds II, Inc., Legg Mason Partners Series Funds, Inc., Legg Mason Partners Variable Portfolios I, Inc., Barrett Opportunity Fund, Inc. (prior to 12/1/06, Salomon Brothers Opportunity Fund Inc), Western Asset 2008 Worldwide Government Term Trust Inc., Western Asset High Income Fund Inc., Western Asset High Income Fund II Inc., Western Asset Emerging Markets Income Fund Inc., Western Asset Emerging Markets Income Fund II Inc., Western Asset Emerging Markets Floating Rate Fund Inc., Western Asset Global High Income Fund Inc., Western Asset Emerging Markets Debt Fund Inc., LMP Capital and Income Fund Inc., Western Asset Inflation Management Fund Inc., Western Asset Variable Rate Strategic Fund Inc., Western Asset Global Partners Income Fund Inc., Western Asset Municipal Partners Fund Inc., Western Asset Municipal Partners Fund II Inc., Legg Mason Partners Variable Portfolios II, Legg Mason Partners Adjustable Rate Income Fund, Legg Mason Partners Aggressive Growth Fund, Inc., Legg Mason Partners Appreciation Fund, Inc., Legg Mason Partners California Municipals Fund, Inc., Legg Mason Partners Equity Funds, Legg Mason Partners Fundamental Value Fund, Inc., Legg Mason Partners Funds, Inc., Legg Mason Partners Income Funds, Smith Barney Institutional Cash Management Fund, Inc., Legg Mason Partners Investment Funds, Inc., Legg Mason Partners Core Plus Bond Fund, Inc., Legg Mason Partners Managed Municipals Fund, Inc., Legg Mason Partners Massachusetts Municipal Fund, Smith Barney Money Funds, Inc., Legg Mason Partners Municipal Funds, Smith Barney Municipal Money Market Fund, Inc., Legg Mason Partners New Jersey Municipals Fund, Inc., Legg Mason Partners Oregon Municipals Fund, Legg Mason Partners World Funds, Inc., Legg Mason Partners Sector Series, Inc., Travelers Series Fund Inc., Legg Mason Cash Reserve Trust, Inc., Legg Mason Charles Street Trust, Inc., Legg Mason Global Trust, Inc., Legg Mason Growth Trust, Inc., Legg Mason Income Trust, Inc., Legg Mason Investment Trust, Inc., Legg Mason Investors Trust, Inc., Legg Mason Light Street Trust, Inc., Legg Mason Special Investment Trust, Inc., Legg Mason Tax Exempt Trust, Inc., Legg Mason Tax-Free Income Fund, Legg Mason Value Trust, Inc., Western Asset Funds, Inc.

LMIS is the placement agent for Institutional Enhanced Portfolio, Prime Cash Reserves Portfolio, U.S. Treasury Reserves Portfolio, Tax Free Reserves Portfolio and Liquid Reserves Portfolio.

PFS Investments Inc. (“PFS”), a distributor of the Registrant, is also the distributor for certain series of the registrants listed: Legg Mason Partners Trust II, Legg Mason Partners Lifestyle Series, Inc., Legg Mason Partners Investment Series, Legg Mason Partners

Investment Trust, Legg Mason Partners Aggressive Growth Fund, Inc., Legg Mason Partners Appreciation Fund, Inc., Legg Mason Partners California Municipals Fund, Inc., Legg Mason Partners Equity Funds, Legg Mason Partners Fundamental Value Fund, Inc., Legg Mason Partners Funds, Inc., Legg Mason Partners Income Funds, Legg Mason Partners Investment Funds, Inc., Legg Mason Partners Managed Municipals Fund, Inc., Smith Barney Money Funds Inc. and Legg Mason Partners Sector Series, Inc.

(b) The information required by this Item 27 with respect to each director, officer and partner of CGMI is incorporated by reference to Schedule A of Form BD filed by CGMI pursuant to the Securities Exchange Act of 1934 (SEC File No. 8-8177):

The information required by this Item 27 with respect to each director and officer of LMIS is listed below:

Timothy C. Scheve – Managing Director

Mark R. Fetting – Managing Director D.

Stuart Bowers – Vice President

W. Talbot Daley – Vice President

Thomas J. Hirschmann – Vice President

Joseph M. Furey – General Counsel and Chief Compliance Officer

Ronald Holinsky – Counsel

Robert E. Patterson – Counsel

Theresa M. Silberzahn – Chief Financial Officer

Elisabeth F. Craig – AML Compliance Officer and Director of Continuing Education

All Addresses are 100 Light Street, Baltimore, Maryland 21202.

The information required by this Item 27 with respect to each director, officer and partner of PFS is incorporated by reference to Schedule A of Form BD filed by PFS pursuant to the Securities Exchange Act of 1934 (SEC File No. 8-37352).

(c) Not applicable.

Item 28. Location of Accounts and Records

With respect to the Registrant:

 

(1) Legg Mason Partners Investment Funds, Inc.
   125 Broad Street
   New York, New York 10004

With respect to the Registrant’s Investment Manager:

 

(2) c/o Legg Mason Partners Fund Advisor, LLC
   399 Park Avenue
   New York, NY 10022

With respect to the Registrant’s Subadvisers:

 

(3) c/o Clearbridge Advisors, LLC
   399 Park Avenue
   New York, NY 10022

 

(4) c/o Western Asset Management Company
   399 Park Avenue
   New York, NY 10022

With respect to the Registrant’s Custodian:

 

(5) State Street Bank & Trust Company
   One Lincoln Street
   Boston, MA 02111

With respect to the Registrant’s Transfer Agent:

 

(6) PFPC Inc.
   P.O. Box 9699
   Providence, Rhode Island 02940-9699

With respect to the Registrant’s Distributors:

 

(7) Citigroup Global Markets Inc.
   388 Greenwich Street
   New York, New York 10013

(8) Legg Mason Investor Services, LLC
   100 Light Street
   Baltimore, MD 21202

 

(9) PFS Investments Inc.
   3120 Breckinridge Blvd.
   Building 20
   Duluth, GA 30099-0062

Item 29. Management Services

Not Applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant, LEGG MASON PARTNERS INVESTMENT FUNDS, INC., certifies that it meets all requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 6th day of April, 2007.

LEGG MASON PARTNERS INVESTMENT FUNDS, INC., on behalf of its series

Legg Mason Partners Government Securities Fund

Legg Mason Partners Investment Grade Bond Fund

 

By:   

/s/ R. Jay Gerken

  

R. Jay Gerken

Chairman of the Board

(Chief Executive Officer)

WITNESS our hands on the date set forth below.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed below by the following persons in the capacities indicated below on April 6, 2007.

 

Signature

     

Title

/s/ R. Jay Gerken

R. Jay Gerken

      President, Principal Executive Officer and Trustee

/s/ Kaprel Ozsolak

Kaprel Ozsolak

      Treasurer and Chief Financial Officer

/s/ Paul R. Ades*

Paul R. Ades

      Director

/s/ Dwight B. Crane*

Dwight B. Crane

      Director

/s/ Frank Hubbard*

Frank Hubbard

      Director

/s/ Jerome Miller*

Jerome Miller

      Director

/s/ Ken Miller*

Ken Miller

      Director

 

*By:  

/s/ R. Jay Gerken

R. Jay Gerken

* Attorney-in-Fact, pursuant to Power of Attorney dated April 12, 2006.

INDEX TO EXHIBITS

 

Exhibit No.   

Description of Exhibit

Not Applicable.

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