CONSULTING GROUP CAPITAL MARKETS FUNDS

INVESTMENT ADVISORY AGREEMENT

December 31, 1996


The Boston Company Asset Management, Inc.
One Boston Place
Boston,    MA  02108

Dear Sirs:

	Under an agreement (the "Management Agreement") between the Consulting 
Group Capital Markets Funds, a Massachusetts business trust (the "Trust"), and 
Smith Barney Mutual Funds Management Inc. (the "Manager"), the Manager serves 
as the Trust's investment manager and has the responsibility of evaluating, 
recommending, supervising and compensating investment advisers to each series 
of the Trust.

	The Manager hereby confirms its agreement with  The Boston Company Asset 
Management, Inc.  (the "Adviser") with respect to the Adviser's serving as an 
investment adviser of Large Capitalization Value Equity Investments (the 
"Portfolio"), a series of the Trust, as follows:

	Section 1.	Investment Description; Appointment

	(a)	The Trust desires to employ the Portfolio's capital by investing 
and reinvesting in investments of the kind and in accordance with the 
investment objectives, policies and limitations specified in its Master Trust 
Agreement dated April 12, 1991, as amended from time to time (the "Trust 
Agreement"), in the prospectus (the "Prospectus") and in the statement of 
additional information (the "Statement of Additional Information") filed with 
the Securities and Exchange Commission (the "SEC") as part of the Trust's 
Registration Statement on Form N-1A, as amended from time to time (the 
"Registration Statement"), and in the manner and to the extent as may from 
time to time be approved in the manner set forth in the Trust Agreement.  
Copies of the Trust's Prospectus, the Statement of Additional Information and 
the Trust Agreement have been or will be submitted to the Adviser.

	(b)	The Manager, with the approval of the Trust, hereby appoints the 
Adviser to act as an investment Adviser to the Portfolio for the periods and 
on the terms set forth in this Agreement.  The Adviser accepts such 
appointment and agrees to furnish the services herein set forth for the 
compensation herein provided.

	Section 2.	Portfolio Management Duties

	(a)	Subject to the supervision of the Manager and the Trust's Board of 
Trustees, the Adviser will (i) manage the portion of the Portfolio's assets 
allocated to the Adviser upon the recommendation of the Manager and the review 
of the Board of Trustees ("Allocated Assets") in accordance with the 
Portfolio's investment objectives, policies and limitations as stated in the 
Trust's Prospectus and Statement of Additional Information; (ii) make 
investment decisions with respect to Allocated Assets; and (iii) place orders 
to purchase and sell securities and, where appropriate, commodity futures 
contracts with respect to Allocated Assets.

	(b)	The Adviser will keep the Trust and the Manager informed of 
developments materially affecting the Portfolio and shall, on the Adviser's 
own initiative, furnish to the Trust and the Manager from time to time 
whatever information the Adviser believes appropriate for this purpose.

	(c)	The Adviser agrees that it will comply with the Investment Company 
Act of 1940, as amended (the "Act"), and all rules and regulations thereunder, 
all applicable federal and state laws and regulations and with any applicable 
procedures adopted by the Trust's Board of Trustees.

	Section 3.	Brokerage

	(a)	The Adviser agrees that it will place orders pursuant to its 
investment determinations with respect to Allocated Assets either directly 
with the issuer or with brokers or dealers selected by it in accordance with 
the standards specified in paragraphs (b) and (c) of this Section 3.  The 
Adviser may place orders with respect to Allocated Assets with Smith Barney 
Mutual Funds Management Inc. or its affiliates in accordance with Section 
11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, 
Section 17(e) of the Act and Rule 17e-1 thereunder and other applicable laws 
and regulations.

	(b)	In placing orders with brokers and dealers, the Adviser will use 
its best efforts to seek the best overall terms available.  In assessing the 
best overall terms available for any portfolio transaction, the Adviser will 
consider all factors it deems relevant including, but not limited to, the 
breadth of the market in the security, the price of the security, the 
financial condition and execution capability of the broker or dealer and the 
reasonableness of any commission for the specific transaction and on a 
continuing basis.

	(c)	In selecting brokers or dealers to execute a particular 
transaction and in evaluating the best overall terms available, the Adviser 
may consider the brokerage and research services (as those terms are defined 
in Section 28(e) of the Securities Exchange Act of 1934) provided to the Trust 
and/or other accounts over which the Adviser or an affiliate exercise 
investment discretion.

	Section 4.	Information Provided to the Manager and the Trust

	(a)	The Adviser agrees that it will make available to the Manager and 
the Trust promptly upon their request copies of all of its investment records 
and ledgers with respect to the Portfolio to assist the Manager and the Trust 
in monitoring compliance with the Act and the Investment Advisers Act of 1940, 
as amended (the "Advisers Act"), as well as other applicable laws.  The 
Adviser will furnish the Trust's Board of Trustees with respect to the 
Portfolio such periodic and special reports as the Manager and the Board of 
Trustees may reasonably request.

	(b)	The Adviser agrees that it will immediately notify the Manager and 
the Trust in the event that the Adviser or any of its affiliates:  (i) becomes 
subject to a statutory disqualification that prevents the Adviser from serving 
as investment Adviser pursuant to this Agreement; or (ii) is or expects to 
become the subject of an administrative proceeding or enforcement action by 
the SEC or other regulatory authority.  The Adviser has provided the 
information about itself set forth in the Registration Statement and has 
reviewed the description of its operations, duties and responsibilities as 
stated therein and acknowledges that they are true and correct and contain no 
material misstatement or omission, and it further agrees to notify the Manager 
and the Trust's Administrator immediately of any material fact known to the 
Adviser respecting or relating to the Adviser that is not contained in the 
Prospectus or Statement of Additional Information of the Trust, or any 
amendment or supplement thereto, or any statement contained therein that 
becomes untrue in any material respect.

	(c)	The Adviser represents that it is an investment adviser registered 
under the Advisers Act and other applicable laws and that the statements 
contained in the Adviser's registration under the Advisers Act on Form ADV, as 
of the date hereof, are true and correct and do not omit to state any material 
fact required to be stated therein or necessary in order to make the statement 
therein not misleading.  The Adviser agrees to maintain the completeness and 
accuracy of its registration on Form ADV in accordance with all legal 
requirements relating to that Form.  The Adviser acknowledges that it is an 
"investment adviser" to the Portfolio within the meaning of the Act and the 
Advisers Act.

	Section 5.	Books and Records

	In compliance with the requirements of Rule 31a-3 under the Act, the 
Adviser hereby agrees that all records that it maintains for the Trust are the 
property of the Trust and further agrees to surrender promptly to the Trust 
copies of any such records upon the Trust's request.  The Adviser further 
agrees to preserve for the periods prescribed by Rule 31a-2 under the Act the 
records required to be maintained by Rule 31a-1 under the Act and to preserve 
the records required by Rule  204-2 under the Advisers Act for the period 
specified in that Rule.

	Section 6.	Compensation

	(a)	In consideration of services rendered pursuant to this Agreement, 
the Manager will pay the Adviser a fee that is computed daily and paid monthly 
at the annual rate of 0.30%  of the average daily net assets of the Portfolio, 
multiplied by a fraction, the numerator of which is the average daily value of 
Allocated Assets and the denominator of which is the average daily value of 
the Portfolio's total assets (the "Portfolio Advisory Fee").  The Portfolio 
Advisory Fee payable to the Adviser shall be reduced in the same proportion as 
the Portfolio Advisory Fee bears to the Manager's fee from the Portfolio to 
the extent, in any fiscal year of the Portfolio, the aggregate expenses of the 
Portfolio (including fees pursuant to this Agreement and the Trust's 
Administration Agreement with the Administrator, but excluding interest, 
taxes, brokerage fees, and, if permitted by state securities commissions, 
extraordinary expenses) exceed the expense limitation of any state having 
jurisdiction over the Portfolio.

	(b)	The Portfolio Advisory Fee for the period from the date of this 
Agreement becomes effective to the end of the month during which this 
Agreement becomes effective shall be prorated according to the proportion that 
such period bears to the full monthly period.  Upon any termination of this 
Agreement before the end of a month, the fee for such part of that month shall 
be prorated according to the proportion that such period bears to the full 
monthly period and shall be payable upon the date of termination of this 
Agreement.

	(c)	For the purpose of determining fees payable to the Adviser, the 
value of the Portfolio's net assets shall be computed at the time and in the 
manner specified in the Trust's Prospectus and/or the Statement of Additional 
Information.

	Section 7.	Costs and Expenses

	During the term of this Agreement, the Adviser will pay all expenses 
incurred by it and its staff in connection with the performance of its 
services under this Agreement, including the payment of salaries of all 
officers and employees who are employed by it and the Trust.



	Section 8.	Standard of Care

	The Adviser shall exercise its best judgment in rendering the services 
provided by it under this Agreement.  The Adviser shall not be liable for any 
error of judgment or mistake of law or for any loss suffered by the Manager or 
the Trust in connection with the matter to which this Agreement relates, 
provided that nothing in this Agreement shall be deemed to protect or purport 
to protect the Adviser against any liability to the Manager or the Trust or to 
holders of the Trust's shares representing interests in the Portfolio to which 
the Adviser would otherwise be subject by reason of willful misfeasance, bad 
faith or gross negligence on its part in the performance of its duties or by 
reason of the Adviser's reckless disregard of its obligations and duties under 
this Agreement.

	Section 9.	Services to Other Companies or Accounts

	(a)	It is understood that the services of the Advisor are not 
exclusive, and nothing in this agreement shall prevent the Advisor from 
providing similar services to other investment companies (whether or not their 
investment objectives and policies are similar to those of the Trust) or from 
engaging in other activities.

	(b)	When the Advisor recommends the purchase or sale of a security for 
other investment companies and other clients, and at the same time the Advisor 
recommends the purchase or sale of the same security for the Trust, it is 
understood that in light of its fiduciary duty to the Trust such transactions 
will be executed on a basis that is fair and equitable to the Trust.

	(c)	The Trust and the Manager understand and acknowledge that the 
persons employed by the Advisor to assist in the performance of its duties 
under this Agreement will not devote their full time to that service; nothing 
contained in this Agreement will be deemed to limit or restrict the right of 
the Advisor or any affiliate of the Advisor to engage in and devote time and 
attention to other businesses or to render services of whatever kind or 
nature.

	Section 10.	Duration and Termination

	(a)	This Agreement shall become effective as of end of business on 
December 31, 1996, or, if a later date, the date it is approved by 
shareholders of the Portfolio and shall continue for two years from that date, 
and thereafter shall continue automatically for successive annual periods, 
provided such continuance is specifically approved at least annually by (i) 
the Trust's Board of Trustees or (ii) a vote of a majority of the Portfolio's 
outstanding voting securities (as defined in the Act), provided that the 
continuance is also approved by a majority of the Trustees who are not 
"interested persons" (as defined in the Act) of the Trust, by vote cast in 
person at a meeting called for the purpose of voting on such approval.

	(b)	Notwithstanding the foregoing, this Agreement may be terminated 
(i) by the Manager at any time without penalty, upon notice to the Adviser and 
the Trust, (ii) at any time without penalty by the Trust, upon the vote of a 
majority of the Trust's Trustees or by vote of the majority of the Trust's 
outstanding voting securities, upon notice to the Manager and the Trust or 
(iii) by the Adviser at any time without penalty, upon sixty (60) days' 
written notice to the Manager and the Trust.

	(c)	This Agreement will terminate automatically in the event of its 
assignment (as defined in the Act and in rules adopted under the Act).


	Section 11.	Amendments

	No provision of this Agreement may be changed, waived, discharged or 
terminated orally, but only by an instrument in writing signed by the party 
against whom enforcement of the change, waiver, discharge or termination is 
sought, and no amendment of this Agreement shall be effective until approved 
in accordance with applicable law.

	Section 12.	Miscellaneous

	(a)	This Agreement shall be governed by the laws of the State of New 
York, provided that nothing herein shall be construed in a manner inconsistent 
with the Act, the Advisers Act, or rules or orders of the SEC thereunder.

	(b)	The captions of this Agreement are included for convenience only 
and in no way define or limit any of the provisions thereof or otherwise 
affect their construction or effect.

	(c)	If any provision of this Agreement shall be held or made invalid 
by a court decision, statute, rule or otherwise, the remainder of this 
Agreement shall not be affected thereby and, to this extent, the provisions of 
this Agreement shall be deemed to be severable.

	(d)	Nothing herein shall be construed as constituting the Adviser as 
an agent of the Trust or the Manager.

If the terms and conditions described above are in accordance with your 
understanding, kindly indicate your acceptance of this Agreement by signing 
and returning to us the enclosed copy of this Agreement.


SMITH BARNEY MUTUAL FUNDS
MANAGEMENT INC.



By:	_____________________________
	Name:  Heath B. McLendon
	Title: President



Accepted:


THE BOSTON COMPANY ASSET MANAGEMENT, INC.



By:	______________________________
	Name:
	Title:



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