SCHEDULE 14A INFORMATION

	Proxy Statement Pursuant to Section 14(a) of the Securities 
	Exchange Act of 1934 

Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:
[XXX]	Preliminary Proxy Statement
[   ]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or  
Sec. 240.14a-12


	CONSULTING GROUP CAPITAL MARKET FUNDS
	(Name of Registrant as Specified In Its Charter)


	 DAVID A. BARNETT
	(Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[   ]	$500 per each party to the controversy pursuant to Exchange 
Act Rule 14a-6(i)(3).
[   ]	Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1)	Title of each class of securities to which transaction 
applies:                                   
2)	Aggregate number of securities to which transaction applies: 
                                 
3)	Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11:

	                                                            
                                                  
4)	Proposed maximum aggregate value of transaction:            
                                  

Set forth the amount on which the filing fee is calculated and state how 
it was determined.

[   ]	Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for 
which the offsetting fee was paid previously.  Identify the 
previous filing by registration statement number, or the 
Form or Schedule and the date of its filing.

1)	Amount Previously Paid:                                           
                                             
2)	Form, Schedule or Registration Statement No.:                     
                                        
3)	Filing Party:                                               
                                               
4)	Date Filed:                                                 
                                               




LETTER FROM THE CHAIRMAN

A Special Notice to Shareholders of
Consulting Group Capital Markets Funds

October 27, 1997

Dear Shareholder:
As an investor in the Consulting Group Capital Markets Funds (the 
"Trust"), you are cordially invited to attend a special shareholder 
meeting on December 18, 1997 at 2:00 P.M., to be held at 388 Greenwich 
Street, New York, New York, 22nd Floor.  The Securities and Exchange 
Commission ("SEC") no longer requires open-end mutual funds to hold 
annual shareholder meetings.  However, special meetings are periodically 
necessary to elect Trustees, appoint auditors and to update certain 
policies and restrictions described in the prospectus to reflect the 
changing investment environment.  These considerations prompt a special 
meeting for the Trust.
Enclosed for your review is a proxy statement which describes the 
proposals that will be submitted to shareholders for approval at the 
meeting.
1. ELECT TRUSTEES OF THE TRUST
Proposal One asks that you elect Trustees of the Trust to serve until 
their respective successors are elected and qualified.  The pages 
following Proposal One provide a brief description of each nominee's 
background and current status with the Trust.
The Board of Trustees recommends that you vote "FOR" election of the 
nominees to the Board.
2. RATIFY THE TRUSTEES' SELECTION OF ACCOUNTANTS
Proposal Two asks that you ratify the selection of independent 
accountants of the Trust.  KPMG Peat Marwick LLP has been selected by 
the Board of Trustees subject to shareholder approval.
The Board of Trustees recommends that you vote "FOR" ratification of the 
selection of KPMG Peat Marwick LLP as independent accountants for the 
Trust.
3. TO APPROVE A NEW MANAGEMENT  AGREEMENT
 Proposal Three requests that you approve a new management agreement 
between the Trust, on behalf of Small Capitalization Value Equity 
Investments and International Equity Investments, and the Investment 
Manager for these two Portfolios, Smith Barney Mutual Funds Management 
Inc.  The Investment Manager recently undertook a survey of existing 
small capitalization value and international equity advisors to 
ascertain their capacity and current fees.  The results of the 
Investment Manager's survey demonstrated with respect to each of these 
Portfolios that the level of fees paid to the Advisor by the Investment 
Manager was no longer competitive with what other advisors for other 
similar funds were receiving.  The Investment Manager recommended to the 
Board of Trustees that the management fee paid by these Portfolios to 
their respective Advisors be increased to retain the Portfolio's current 
Advisor(s) and/or use the increased flexibility provided by an increased 
fee to attract additional quality advisors.  The Trustees unanimously 
approved, and voted to recommend that shareholders of these Portfolios 
approve, a new management agreement on behalf of these Portfolios.  If 
approved by shareholders, the increase in management fee will be applied 
fully to increase the compensation of each Portfolio's current and 
prospective Advisors and therefore will not result in increased 
profitability to the Investment Manager.
 The Board of Trustees recommends that you vote "FOR" a new management 
agreement between the Trust, on behalf of Small Capitalization Value 
Equity Investments and International Equity Investments and the Trust's 
Investment Manager, Smith Barney Mutual Funds Management Inc.
4. APPROVE PROPOSED CHANGES TO THE TRUST'S FUNDAMENTAL INVESTMENT 
POLICIES
Proposal Four requests that you approve certain changes to the 
fundamental policies (i.e., those that require shareholder approval of 
amendments) of the Trust in order to modernize them in view of certain 
regulatory, business or industry developments that have occurred since 
their adoption.  The three principal objectives of this proposal are:
a) To simplify our policies to make them consistent among investment 
companies distributed by Smith Barney Inc.;
b) To eliminate or make non-fundamental certain policies that are not 
required to be fundamental by the Investment Company Act of 1940, as 
amended ("1940 Act"), the primary statute that governs mutual funds. 
 The Trustees would then have the flexibility to make changes in non-
fundamental polices without the expense of obtaining shareholder 
approval, but they would notify shareholders of any such future 
changes; and
c) To reclassify as "non-fundamental" or eliminate certain policies that 
had previously been adopted to meet requirements under state 
securities laws which laws are no longer applicable.
As described more fully in the proxy statement, many of the changes are 
currently not expected to result in changes in the investment techniques 
or operations of the Trust.  In most instances, the changes permit the 
Board of Trustees to determine whether the implementation of a new 
technique or policy is appropriate.
The Board of Trustee recommends that you vote "FOR" reclassification, 
modification and/or elimination of the Trust's fundamental policies as 
described in the proxy statement.
YOUR VOTE IS IMPORTANT!
We ask that you review the attached proxy statement.  If you do not plan 
to attend the meeting, we ask that you complete, sign, date and return 
the proxy as soon as possible in the enclosed postage-paid envelope.  
Thank you in advance for your attention and vote with regard to these 
important proposals.

Sincerely,


Heath B. McLendon
Chairman of the Board
Consulting Group Capital Markets Funds



CONSULTING GROUP CAPITAL MARKET FUNDS

222 Delaware Avenue, Wilmington, Delaware 19801


                         


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
CONSULTING GROUP CAPITAL MARKETS FUNDS
To be held on December 18, 1997
                         

To the Shareholders:

	Notice is hereby given that a Special Meeting of shareholders of 
the Consulting Group Capital Markets Funds (the "Trust") will be held on 
December 18, 1997 at 2:00 p.m. at 388 Greenwich Street, New York, New 
York, 22nd Floor, for the following purposes:

(1)	To elect Trustees of the Trust;

(2)	To ratify the selection of KPMG Peat Marwick LLP as the 
independent accountants of the Trust;

(3)	To approve or disapprove a new management agreement between the 
Trust, on behalf of Small Capitalization Value Equity Investments and 
International Equity Investments and the Portfolios' investment 
manager, Smith Barney Mutual Funds Management Inc.;

(4)	To approve or disapprove the reclassification, modification and/or 
elimination of certain fundamental investment policies; and

(5)	To transact such other business as may properly come before the 
meeting or any adjournment thereof.

	Shareholders of record at the close of business on October 20, 
1997 will be entitled to vote at the meeting. 

	Please mark, date and sign the enclosed proxy and return it in the 
prepaid envelope enclosed for your convenience to insure that your 
shares are represented.  The prompt return of your proxy will save the 
expense of further mailings.  If you attend the meeting you can revoke 
your proxy and vote your shares in person if you wish.

	By Order of the Trustees,

	       Christina T. Sydor
	           Secretary
New York, New York
October 27, 1997
                        
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN
THE PROXY IN THE ENCLOSED PREPAID ENVELOPE.



INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be 
of assistance to you and avoid the time and expense to the Portfolios 
involved in validating your vote if you fail to sign your proxy card(s) 
properly.

1.	Individual Accounts:  Sign your name exactly as it appears in the 
registration on the proxy card(s).

2.	Joint Accounts:  Either party may sign, but the name of the party 
signing should conform exactly to the name shown in the 
registration on the proxy card(s).

3.	All Other Accounts:  The capacity of the individual signing the 
proxy card(s) should be indicated unless it is reflected in the 
form of registration.  For example:


Registration							Valid Signature	

Corporate Accounts

(1) ABC Corp.	ABC Corp.
(2) ABC Corp.	John Doe, 
Treasurer
(3) ABC Corp.
    c/o John Doe, Treasurer	John Doe
(4) ABC Corp. Profit Sharing Plan	John Doe, Trustee

Trust Accounts

(1) ABC Trust	Jane B. Doe, 
Trustee
(2) Jane B. Doe, Trustee
    u/t/d 12/28/78	Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust.
    f/b/o John B. Smith, Jr. UGMA	John B. Smith
(2) Estate of John B. Smith	John B. Smith,
Executor


CONSULTING GROUP CAPITAL MARKETS FUNDS
222 Delaware Avenue, Wilmington, Delaware 19801

PROXY STATEMENT
                            

SPECIAL MEETING OF SHAREHOLDERS
To Be Held
December 18, 1997
                            

	Proxies in the form enclosed with this Proxy Statement are 
solicited by the Trustees of Consulting Group Capital Markets Funds (the 
"Trust") for use at a Special Meeting of Shareholders of each portfolio 
that comprises the Trust (each a "Portfolio" and collectively the 
"Portfolios") to be held at 388 Greenwich Street, 22nd Floor, New York, 
New York on December 18, 1997 at 2:00 P.M. or at any adjournment 
thereof.  If the enclosed form of proxy is executed and returned, it 
nevertheless may be revoked at any time before it has been exercised by 
signing and sending to the Trust a later dated proxy or written 
revocation, or by attending the meeting and voting in person.  A proxy 
when executed and not so revoked will be voted in accordance with the 
specification marked thereon.

	The costs of soliciting proxies for the Special Meeting, including 
the costs of preparing, printing and mailing the accompanying Notice of 
Meeting and this Proxy Statement and the costs of the Meeting, will be 
borne by the Portfolios.  Proxy solicitations will be made primarily by 
mail, but proxy solicitations may also be made by telephone, telegraph 
or personal interviews by Trustees and officers of the Trust and 
officers of Smith Barney Inc. ("Smith Barney"), the Trust's distributor, 
the Consulting Group, a division of Smith Barney Mutual Funds Management 
Inc. ("SBMFM" or the "Manager"), and First Data Investor Services Group, 
Inc. ("First Data"), the transfer agent for the Trust.  Such 
representatives and employees will not receive additional compensation 
for solicitation activities.  In addition, shareholders of the 
Portfolios may be called to ask if they would be willing to have their 
votes recorded by telephone.  The telephone voting procedure is designed 
to authenticate the shareholder's identity by asking the shareholder to 
provide his/her social security number, in the case of an individual, or 
a taxpayer identification number, in the case of an entity.  The 
shareholder's telephone vote will be recorded and a confirmation will be 
sent to the shareholder to ensure that the vote has been taken in 
accordance with the shareholder's instructions.  Shareholders voting by 
telephone may vote for or against each proposal separately.  Although a 
shareholder's vote may be taken by telephone, each shareholder will 
receive a copy of this Proxy Statement and may vote by mail using the 
enclosed proxy card.  Although the Trust has been advised that this 
telephonic voting system complies with Massachusetts state law, the 
Trust will seek an opinion of Massachusetts counsel prior to utilizing 
the telephone voting procedure. Persons holding shares as nominees will, 
upon request, be reimbursed for their reasonable expenses incurred in 
sending soliciting material to their principals.

	The mailing address of the Trust is 222 Delaware Avenue, 
Wilmington, Delaware 19801.  The address of SBMFM and Smith Barney is 
388 Greenwich Street, New York, NY 10013.  Copies of the Trust's annual 
report is available upon request and without charge by calling your 
Smith Barney Financial 
Consultant or by writing to the Trust at the above address.  It is 
anticipated that proxies and proxy statements will be mailed to 
shareholders on or about October 27, 1997.

	Each share is entitled to one vote and any fractional share is 
entitled to a fractional vote.  If the enclosed proxy is properly 
executed and returned in time to be voted at the Special Meeting, the 
shares represented thereby will be voted in accordance with the 
instructions marked thereon.  Unless instructions to the contrary are 
marked thereon, a proxy will be voted FOR the election of the nominees 
for Trustees ("Board Members"), FOR the other matters listed in the 
accompanying Notice of Special Meeting of Shareholders and FOR any other 
matters deemed appropriate.  If you properly execute the enclosed proxy 
and give no voting instructions, your shares will be voted FOR the 
proposals set forth herein.  Abstentions will be counted as present for 
purposes of determining a quorum, but will not be counted as voting.  
Broker non-votes (i.e., proxies received from brokers or nominees 
indicating that such persons have not received instructions from the 
beneficial owner or other persons entitled to vote the shares on a 
particular matter with respect to which the broker or nominees do not 
have discretionary power) will be treated the same as abstentions.

	Proposals 1 and 2 require for approval the affirmative vote of a 
plurality of the votes cast at the meeting in person or by proxy 
("Plurality vote") for all Portfolios that comprise the Trust voting as 
a single class.  Because abstentions and broker non-votes are not 
treated as shares voted, abstentions and broker non-votes have no impact 
on Proposals 1 and 2.

	The Investment Company Act of 1940, as amended (the "1940 Act"), 
provides that Proposals No. 3, and 4 require approval by an affirmative 
vote of the holders of a "majority of the outstanding voting securities" 
of each affected Portfolio voting as a separate class. As used in the 
1940 Act, a vote of the holders of a "majority of the outstanding voting 
securities" means the vote of the lesser of (a) more than 50% of the 
outstanding shares of the Portfolio or (b) 67% or more of such shares 
present at a meeting if more than 50% of the outstanding shares of the 
Portfolio are represented at the Meeting in person or by proxy 
("Majority Vote").  Abstentions and broker-Non-Votes will effectively 
count as a vote against Proposals 3 and 4.

	Under the Master Trust Agreement of the Trust, a quorum is 
constituted by the presence in person or by proxy of the holders of a 
majority of the outstanding shares of a Portfolio entitled to vote at 
the Special Meeting. In the event that a quorum is not present at the 
Meeting, or in the event that a quorum is present but sufficient votes 
to approve any of the proposals are not received, the persons named as 
proxies may propose one or more adjournments of the Meeting to permit 
further solicitation of proxies with respect to any such proposals.  In 
determining whether to adjourn the Meeting, the following factors may be 
considered:  the nature of the proposals that are the subject of the 
Meeting, the percentage of votes actually cast, the percentage of 
negative votes actually cast, the nature of any further solicitation and 
the information to be provided to shareholders with respect to the 
reasons for the solicitation.  Any adjournment will require the 
affirmative vote of a majority of those shares represented at the 
Meeting in person or by proxy.  The persons named as proxies will vote 
in favor of such adjournment those shares that they are entitled to vote 
and that have been voted in favor of such proposal.  A shareholder vote 
may be taken on one or more of the proposals in this proxy statement 
prior to any adjournment if sufficient votes have been received for 
approval.

	The Board of Trustees have fixed the close of business on October 
20, 1997 for the determination of shareholders of the Trust entitled to 
notice of and to vote at the Meeting.  At the close of business on 
October 20, 1997, the following numbers of shares of each Portfolio were 
issued and outstanding.

Consulting Group Capital Markets Funds		Shares

Government Money Investments		
Intermediate Fixed Income Investments		
Long-Term Bond Investments		
Municipal Bond Investments		
Mortgage Backed Investments		
Balanced Investments		
Large Capitalization Value Equity Investments		
Large Capitalization Growth Investments		
Small Capitalization Value Equity Investments		
Small Capitalization Growth Investments		
International Equity Investments		
International Fixed Income Investments		
Emerging Markets Equity Investments		

	As of October 20, 1997, to the knowledge of each Portfolio and the 
Board, no single shareholder or "group" (as that term is used in Section 
13(d) or the Securities Exchange Act of 1934) owned beneficially or of 
record more than 5% of the outstanding shares of a Portfolio.  As of the 
Record Date, the officers and Board members of each Portfolio 
beneficially owned less than 1% of the shares of each Portfolio.

PROPOSAL 1:  ALL PORTFOLIOS

TO ELECT TRUSTEES OF THE TRUST

The first proposal to be considered at the Meeting is the election 
Trustees of the Trust.

Each of the nominees is currently serving as a Trustee of the 
Trust.  Each nominee has consented to serve as a Trustee if elected at 
the Meeting.  If a designated nominee declines or otherwise becomes 
unavailable for election, however, the proxy confers discretionary power 
on the persons named therein to vote in favor of a substitute nominee or 
nominees.

If elected, the Trustees will hold office without limit in time 
subject to the Emeritus Program  adopted by the Trust and except that 
any Trustee may resign and any Trustee may be removed at any meeting of 
shareholders called for that purpose by a majority of the votes entitled 
to be cast for the election of Trustees.  In case a vacancy shall exist 
for any reason, the remaining Trustees may fill the vacancy by 
appointing another Trustee, provided that after giving effect to such 
appointment at least two-thirds of the Trustees have been elected by 
shareholders.  If at any time less than a majority of the Trustees 
holding office have been elected by shareholders, the Trustees then in 
office will call a shareholders meeting for the purpose of electing 
Trustees.

The Trust has an Audit Committee and a Nominating Committee, each 
consisting of all Trustees who are not "interested persons" (as defined 
in the 1940 Act) of the Trust ("independent Board members").  The Audit 
Committee reviews the scope and results of the Trust's annual audit with 
the Trust's independent accountants and recommends the engagement of 
accountants.  Included among the functions of the Nominating Committee 
is the selection and nomination for appointment and election of 
candidates to serve as Trustees who are independent Board members.  The 
Nominating Committee also coordinates with Trustees who are "interested 
persons" in the selection and election of Trust officers and will 
consider nominees recommended by shareholders to serve as Trustees, 
provided that shareholders submit such recommendations in compliance 
with all the pertinent provisions of Rule 14a-8 under the Securities 
Exchange Act of 1934.  Exhibit A hereto sets forth certain information 
regarding the fees paid to independent Board members, the aggregate 
remuneration paid to independent Board members as a group during the 
last calendar year of the Trust and the number of Board, Audit Committee 
and Nominating Committee meetings the Trust has held in the last 
calendar year.  Each nominee for Trustee attended at least 75% of the 
meetings that were held in the last calendar year.  The executive 
officers of the Trust are set forth in Exhibit B hereto.  Each officer 
of the Trust will serve at the discretion of the Board.

	Set forth in the following table are the nominees for election as 
a Board member of the Trust, together with certain other information.  
"Interested persons" of the Trust, as defined in the 1940 Act, by virtue 
of their positions as officer or director of the Trust's investment 
manager, distributor or one of their affiliates, are marked by an 
asterisk.  Other directorships include directorships, general 
partnerships or trusteeships of companies that are required to report to 
the Securities and Exchange Commission (the "SEC"), other than 
registered investment companies.  For purposes of this Proxy Statement, 
the address of each Board Member is [P.O. Box ADDRESS TO COME]

NOMINEES FOR ELECTION TO THE BOARD OF
CONSULTING GROUP CAPITAL MARKETS FUNDS



Name, Age, Principal Occupation and Other Directorships** During 
the Past Five Years



Trustee of  
Consulting 
Group Capital 
Markets Funds 
Since

Walter E. Auch, Jr., age 76.
Consultant to companies in the financial services industry; 
Director of Pimco Advisers L.P., Brinson Partners; Nicholas-
Applegate (Each a registered investment adviser); Legend 
Properties; Banyan Realty Trust; Banyan Land Fund II; Geotek 
Communications Inc.


1991

Martin Brody, age 76.
Private Investor


1991

Armon Kamesar, age 70.
Chairman of TEC, an international organization of Chief Executive 
Officers; Trustee, U.S. Bankruptcy Court.


1994

Stephen E. Kaufman, Jr., age 64.
Attorney.


1991

*Heath B. McLendon, age 64.
Managing Director of Smith Barney and Chairman of  the Board of 
Smith Barney Strategy Advisers Inc. and President of  Smith 
Barney Mutual Funds Management; prior to July 1993, Senior 
Executive Vice President of Shearson Lehman Brothers Inc. , Vice 
Chairman of Shearson Asset Management, a Director of PanAgora 
Asset Management, Inc. and PanAgora Asset Management Limited.  
Chairman of the Board and Investment Officer of 41 Smith Barney 
Mutual Funds.


1991




THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT BOARD MEMBERS, 
RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE

PROPOSAL 2:  ALL PORTFOLIOS

TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE 
INDEPENDENT ACCOUNTANTS OF THE TRUST

The second proposal to be considered at the Special Meeting is the 
ratification of the selection of KPMG Peat Marwick LLP ("KPMG") as the 
independent public accountants for the Trust for the fiscal year ending 
August 31, 1998.
	
KPMG, 345 Park Avenue, New York, New York 10154, has served as 
independent accountants for the Trust for the last fiscal year and have 
been selected to serve in this capacity for each Portfolio's current 
fiscal year by at least a majority of the independent Board members.  
KPMG has no direct or indirect financial interest in the Trust, or any 
of its affiliates.  Representatives of KPMG are expected to be present 
at the Meeting and will be given the opportunity to make a statement if 
they so desire and will respond to appropriate questions.

Required Vote

Ratification of the selection of KPMG as independent accountants 
for the Trust must be approved by a plurality of the votes cast at the 
meeting with a quorum present.

THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT BOARD 
MEMBERS, RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION 
OF THE SELECTION OF INDEPENDENT ACCOUNTANTS.


PROPOSAL 3:  	SMALL CAPITALIZATION VALUE EQUITY PORTFOLIO AND    	
			INTERNATIONAL EQUITY PORTFOLIO ONLY


TO APPROVE OR DISAPPROVE A NEW MANAGEMENT AGREEMENT BETWEEN THE 
TRUST, ON BEHALF OF THE SMALL CAPITALIZATION VALUE EQUITY AND 
INTERNATIONAL EQUITY PORTFOLIOS, AND THE PORTFOLIOS' INVESTMENT 
MANAGER, SBMFM

Background

	SBMFM (formerly known as Smith, Barney Advisors, Inc.) serves as 
the investment manager for the Portfolios in accordance with the terms 
of a management agreement dated July 30, 1993 (the "Current Management 
Agreement") .  Subject to the supervision and direction of the Trust's 
Board of Trustees, the Consulting Group, a division of the Manager, 
provides investment management evaluation services principally by 
performing initial due diligence on Investment Advisors ("Advisors") for 
each Portfolio, as well as the Trust's other investment Portfolios, and 
thereafter monitoring Advisor performance through quantitative and 
qualitative analysis.  In evaluating Advisors, the Manager considers, 
among other factors, each Advisor's level of expertise; relative 
performance and consistency of performance over a minimum period of five 
years; level of adherence to investment discipline or philosophy; 
personnel, facilities and financial strength; and quality of service and 
client communications.  The Manager has responsibility for communicating 
performance expectations and evaluations to Advisors and ultimately 
recommending to the Board of Trustees of the Trust whether Advisors' 
contracts should be renewed, modified or terminated.  The Manager 
provides written reports to the Board of Trustees regarding the results 
of its evaluation and monitoring functions.  The Manager is also 
responsible for conducting all operations of the Trust except those 
operations contracted to the Advisors, custodian, transfer agent or 
administrator.  The Manager is also responsible for compensating all 
Advisors to the Portfolios.  The Portfolios themselves pay no fees to 
any Advisor.

	The Trust has received an exemption (the "Exemption") from certain 
provisions of the 1940 Act that would otherwise require the Manager to 
obtain formal shareholder approval prior to engaging and entering into 
investment advisory agreements with Advisors.  The relief is based on 
the conditions set forth in the Exemption, which requires, among other 
things that : (1) the Manager will select, monitor, evaluate and 
allocate assets to the Advisors and ensure that the Advisors comply with 
the relevant Portfolio's investment objective, policies and 
restrictions; (2) before a Portfolio may rely on the Exemption, the 
Exemption must be approved by the shareholders of the Portfolio; (3) 
shares of the Portfolios relying on the Exemption will not be subject to 
any sales loads or redemption fees or other charges for redeeming 
shares; (4) the Trust will provide to shareholders certain information 
about a new Advisor and its investment advisory contract within 90 days 
of the engagement of a new Advisor; (5) the Trust will disclose in its 
Prospectus the terms of the Exemption; and (6) the Trustees, including a 
majority of the "non-interested" Trustees, must approve each investment 
advisory contract in the manner required under the 1940 Act.  As 
required by the Exemption, the shareholders of each Portfolio have voted 
to permit the Trust to replace or add Advisors and to enter into 
investment advisory agreements with Advisors upon approval of the Board 
of Trustees, but without formal shareholder approval. However, any  
material changes to the Current Management Agreement between the Trust 
and the Manager would  require shareholder approval.

A.	MANAGEMENT FEE INCREASE BETWEEN THE TRUST, ON BEHALF OF SMALL 
	CAPITALIZATION VALUE EQUITY INVESTMENTS ("SMALL CAP  VALUE 
	PORTFOLIO") AND SBMFM

	The Advisors currently employed by the Manager to serve the Small 
Cap Value Portfolio are NFJ Investment Group ("NFJ") and BGI Barclays 
Global Investors ("BGI") which each manage approximately fifty percent 
(50%) of the Portfolio's assets.   With respect to the portion of the 
Portfolio allocated to it, BGI seeks to track the performance of the 
Russell 2000 Value Index, while NFJ, with respect to the remainder of 
the Portfolio invests primarily in a diversified portfolio of common 
stocks that it considers undervalued.  With respect to the portion of 
the Small Cap Value Portfolio's net assets allocated to NFJ, the Small 
Cap Value Portfolio pays fees to the Manager at the annual rate of 0.60% 
of the average daily value of such assets, and with respect to the 
balance of net assets allocated to BGI, the Manager has agreed to waive 
fees so that the rate is 0.45% of the first $200 million of net assets, 
0.40% of the next $100 million of such assets and 0.35% thereafter.  The 
Manager, in turn, pays fees to each Advisor with NFJ receiving 0.30% of 
the value of the average net assets allocated to it and BGI receiving 
0.15% of the first $200 million of the average value of the net assets 
allocated to it, 0.10% of the next $100 million and 0.05% thereafter.  
As  a consequence of these fees for its services to the Small Cap Value 
Portfolio, the Manager retains fees on an annual basis equal to 0.30% of 
the Small Cap Value Portfolio's average daily net assets. 

	At the Board of Trustees meeting held on June 5, 1997, the Manager 
reported that advisors using the techniques and possessing the skills 
and performance records comparable to NFJ frequently are paid in excess 
of 0.30% of the average daily value of net assets.  Concern was also 
expressed by the Manager that if NFJ's fees from the Small Cap Value 
Portfolio were substantially below what NFJ could command from other 
clients, it might decline to continue to serve the Small Cap Value 
Portfolio or to manage additional Small Cap Value Portfolio assets.  
Accordingly,  the Manager, as part of a strategic review of the Trust's 
Portfolios, recommended that the management fee paid by the Small Cap 
Value Portfolio be increased in order to more appropriately compensate 
NFJ and/or to use the increased flexibility provided by an increased fee 
to attract additional quality advisors that would complement NFJ's 
strategy and reduce any potential capacity restraints.  The Manager 
informed the Board that it was in the process of conducting a survey of 
existing small cap value investment advisors to ascertain their capacity 
and fee structures.

	At the Board of Trustees meeting held on September 4, 1997, the 
Manager reported to the Board the results of its survey of small cap 
value investment advisors.  The survey compared the Small Cap Value 
Portfolio's current and proposed total expense ratio to fifteen of the 
top performing small cap value advisors (the "Group") as published in 
the Wall Street Journal and the 561 funds which comprise the Simfund 
Small Company Average ("Simfund Group").  The Small Cap Value 
Portfolio's current expense ratio is 0.87% while the expense ratio would 
be 0.97 % after giving effect to the proposed fee increase, both of 
which are below the peer Group Average of 1.17%  and the Simfund Small 
Company Average of 1.46%.  The survey also showed that the Small Cap 
Value Portfolio's management and administrative fee was 0.72% while the 
average gross management and administrative fee for funds comprising the 
Simfund Average was 0.93%.  The survey demonstrated that the Small Cap 
Value Portfolio's total expense ratio both before and after the proposed 
increase was below that of other similar funds.

	Based on the statistical data provided to the Board, and the 
Manager's extensive experience retaining experienced investment 
advisors, the Manager, with respect to the Small Cap Value Portfolio 
recommended that the Board of Trustees consider a new management 
agreement (the "Proposed Management Agreement") reflecting an increase 
in the management fee payable to the Manager from 0.60% to 0.80% of the 
average net assets of the Small Cap Value Portfolio, so that it in turn 
could increase the fee payable to NFJ and/or certain prospective 
Advisors. At this meeting, the Trustees who are independent Board 
members  met separately with their legal counsel and reviewed and 
considered factors to be weighed and standards to be applied in 
evaluating the Manager's proposed fee increase.  After consideration of 
the Manager's proposal and financial, statistical and other information 
supplied to the Trustees by the Manager, the Trustees unanimously 
approved the Proposed Management Agreement and determined to submit the 
Proposed Management Agreement to shareholders of the Small Cap Value 
Portfolio for their approval.

	If the proposal is approved by shareholders, the Manager proposes 
to apply fully the increase in management fee to compensate NFJ at a 
more competitive rate and/or negotiate and enter into, subject to the 
approval of the Board of Trustees, an investment advisory agreement with 
an additional investment advisor(s) utilizing the flexibility provided 
by the proposed increase to compensate this Advisor at a more 
competitive rate.  It is therefore not anticipated that the increase in 
the management fee will result in increased profitability to the 
Manager.

	Exhibit D sets forth the form of the Proposed Management 
Agreement, the terms of which are, except for the fee and the 
commencement and termination dates, substantively identical to the 
Current Management Agreement.

Fee Tables

The following table shows for the fiscal year ended August 31, 1997:  
(a) the actual operating expenses for the Small Cap Value Portfolio's 
shares as a percentage of average net assets, and (b) the pro forma 
operating expenses assuming the Proposed Management Agreement had been 
in effect throughout the fiscal year.  The table and examples below 
should not be considered a representation of past or future expenses of 
the Small Cap Value Portfolio.  Actual expenses may vary from year to 
year and may be higher or lower than those shown below.

			Actual		Pro Forma
Small Capitalization Value Equity Investments	(as of 8/31/97)	(as of 
8/31/97)
	

Shareholder Transaction Expenses
Maximum annual TRAK Fee	1.50%		1.50%
________________________________________________________________________
_________

Annual Operating Expenses
	(as a percentage of average 
	net assets) 
	Management fees	0.73%		0.83%*
	12b-1 fees	None		None
	Other expenses	0.17			0.17

Total Operating
	Expenses	0.90%	1.00%
________________
*	The 0.20% increase in management fees results in a 0.10% expense 
increase on the Small Cap Value Portfolio's net assets as a result of 
the 50% allocation of assets between the Portfolio's Advisors.

Examples

	The following examples are intended to assist a shareholder in 
understanding the various costs that an investor bore and will bear 
directly or indirectly under both current and proposed fee arrangements. 
 The examples assume payment of operating expenses at the levels set 
forth in the table above. 

	An investor would pay the following expenses on a $1,000 
investment, assuming (1) 5.00% annual return and (2) redemption at the 
end of each time period:

		1 Year	3 Years	5 Years	10 
Years
Present Fee...................................	$24		$74	
	$127		$271
Proposed Fee..............................	$25	$77		$132	
	$281

	The following table shows on a comparative basis for the fiscal 
year ended August 31, 1997 the Small Cap Value Portfolio's aggregate 
management fee under the Current Management Agreement and on a pro forma 
basis under the Proposed Management Agreement.  Actual management fees 
under both the Current and Proposed Management Agreements are calculated 
daily based on the net assets of the Small Cap Value Portfolio.  The 
table also shows the difference between the actual and pro forma 
management fees as a percentage of the actual fee:

Actual Aggregate 
Management Fee 
for Fiscal Year 
Ended
August 31, 1997


Pro Forma 
Aggregate 
Management Fee 
for
Fiscal Year 
Ended
August 31, 1997


Difference 
between 
Actual and 
Pro Forma (as 
% of Actual)

$3,760,654

$4,304,771

15%








Factors Considered by the Trustees

	The Trustees have considered various matters in determining the 
reasonableness and fairness of the proposed management fee to be paid to 
the Manager by the Small Cap Value Portfolio.  Independent legal counsel 
advised independent Board members regarding the matters to be considered 
and the standards to be used in their evaluation of the Proposed 
Management Agreement.

	In reaching their unanimous decision to approve the Proposed 
Management Agreement, the Trustees evaluated the information and 
documentation provided by the Manager and considered such factors as 
they deemed appropriate.  These factors included, among others:  (1) the 
Manager's findings as to the increased costs associated with retaining 
quality advisory services for the Small Cap Value Portfolio in the 
current market environment; (2) the relationship of the Small Cap Value 
Portfolio's proposed management fee to the fees of comparable mutual 
funds; (3) the impact of the proposed increase in management fee on the 
Small Cap Value Portfolio's expense ratio; and (4) the relationship of 
the Small Cap Value Portfolio's pro forma expense ratio to the expense 
ratios of comparable mutual funds.  In addition, the Trustees considered 
the performance of the Small Cap Value Portfolio as well as available 
data for comparable funds computed by Lipper Analytical Services, Inc. 
for one-year, three-year, five-year and ten-year periods, as applicable.

B. 	MANAGEMENT FEE INCREASE BETWEEN THE TRUST, ON BEHALF OF 
	INTERNATIONAL EQUITY INVESTMENTS ("INTERNATIONAL EQUITY 
	PORTFOLIO") AND SBMFM

	The Advisors currently employed by the Manager to serve the 
International Equity Portfolio are Oechsle International Advisors, L.P. 
("Oechsle") and State Street Global Advisors ("State Street"), each of 
which, manages approximately fifty percent (50%) of the International 
Equity Portfolio's assets. Oechsle is an active advisor to the 
International Equity Portfolio, while State Street seeks to track the 
performance of the Morgan Stanley Capital International Europe, 
Australia and Far East ("EAFE") Index.  With respect to the portion of 
the International Equity Portfolio's net assets allocated to Oechsle, 
the International Equity Portfolio pays fees to the Manager at the 
annual rate of 0.70% of the International Equity Portfolio's average 
daily net assets and with respect to the balance of net assets allocated 
to State Street, the rate is 0.37% of the average daily net assets. The 
Manager, in turn pays fees to each Advisor with Oechsle receiving 0.40% 
and State Street receiving 0.07% of the International Equity Portfolio's 
average daily net assets. As a consequence of these fees for its 
services to the International Equity Portfolio the Manager retains fees 
on an annual basis equal to 0.30% of the International Equity 
Portfolio's average daily value of net assets. 

	At the Board of Trustees meeting held on June 5, 1997, the Manager 
reported that advisors using the techniques and possessing the skills 
and performance records comparable to Oechsle frequently are paid in 
excess of 0.40% of the average daily value of net assets.  Concern was 
also expressed by the Manager that if Oecshle's fees from the 
International Equity Portfolio were substantially below what Oechsle 
could command from other clients, it might decline to serve the 
International Equity Portfolio or to manage additional International 
Equity assets.   Accordingly, the Manager, as part of a strategic review 
of the Trust's Portfolios, recommended that a search be conducted for an 
additional active advisor to the International Equity Portfolio that 
would complement Oechsle's growth strategy and reduce any potential 
capacity restraints.  In addition, the Manager told the Board that it 
was in the process of conducting a more extensive survey of existing 
international equity investment advisors to ascertain their capacity and 
fee structure.  

	At the Board of Trustees meeting held on September 4, 1997, the 
Manager informed the Board of Trustees that it had contacted 
approximately 15 potential advisors, each of which had indicated that 
the International Equity Portfolio's current fee structure would prevent 
them from taking on the assignment.   The Manager then reported to the 
Board the results of its survey which consisted of reviewing a peer 
group of the 25 largest international equity mutual funds with similar 
investment objectives to ascertain their level of fees.  The results 
from this survey indicted that the International Equity Portfolio's 
current expense ratio of 0.97%, which was comprised of a 0.74% 
management fee and 0.23% of other expenses was below the peer group 
average of  1.21%.  In addition, the Manager compared the International 
Equity Portfolio's expense ratio to the Simfund International Growth 
Average which contained 315 mutual funds with a similar investment 
objective and found that the International Equity Portfolio's total 
expense ratio of  0.97% was significantly below the Simfund average of 
1.61% .  The Manager's survey demonstrated that the International Equity 
Portfolio's expense ratio both before and after the proposed increase 
was below that of other similar funds.

	Based on the statistical data provided to the Board and the 
Manager's extensive experience retaining experienced investment advisors 
the Manager with respect to the International Equity Portfolio 
recommended that the Board of Trustees consider a new management 
agreement ("Proposed Management Agreement") reflecting an increase in 
the management fee payable to the Manager from 0.70% to 0.80% of the 
average net assets of the International Equity Portfolio, so that it in 
turn could increase the fee payable to Oechsle and/or certain 
prospective Advisors.  At this meeting, the independent Board members 
met separately with their legal counsel and reviewed and considered 
factors to be weighed and standards to be applied in evaluating the 
Manager's proposed fee increase.  After consideration of the Manager's 
proposal and financial, statistical and other information supplied to 
the Trustees by the Manager, the Trustees unanimously approved the 
Proposed Management Agreement and determined to submit the Proposed 
Management Agreement to shareholders of the International Equity 
Portfolio for their approval.

	If the proposal is approved by shareholders, the Manager proposes 
to negotiate and enter into, subject to approval of the Board of 
Trustees, investment advisory agreements with one or more prospective 
Advisors which could complement Oechsle utilizing the flexibility 
provided by the proposed increase in the management fee to compensate 
these Advisors at competitive rates.  It is therefore not anticipated 
that the increase in the management fee will result in increased 
profitability to the Manager.

	Exhibit D sets forth the form of the proposed Management 
Agreement, the terms of which are, except for the fee and the 
commencement and termination dates, identical to the current Management 
Agreement.

Fee Tables

The following table shows for the International Equity Portfolio during 
the fiscal year ended August 31, 1997:  (a) the actual operating 
expenses for the International Equity Portfolio's shares as a percentage 
of average net assets, and (b) the pro forma operating expenses assuming 
the Proposed Management Agreement had been in effect throughout the 
fiscal year.  The table and examples below should not be considered a 
representation of past or future expenses of the International Equity 
Portfolio.  Actual expenses may vary from year to year and may be higher 
or lower than those shown below.

			Actual		Pro Forma
International Equity Investments	(as of 8/31/97)	(as of 8/31/97)

Shareholder Transaction Expenses
Maximum annual TRAK Fee	1.50%		1.50%
________________________________________________________________________
_________

Annual Operating Expenses
	(as a percentage of average 
	net assets) 
	Management fees	0.74%		0.79%*
	12b-1 fees	None		None
	Other expenses	0.23			0.23

Total Operating
	Expenses	0.97%		1.02%
________________
*	The 0.10% increase in management fees results in a 0.05% expense 
increase on the International Equity Portfolio's net assets as a result 
of the 50% allocation of assets between the International Equity 
Portfolio's Advisors.

Examples

	The following examples are intended to assist a shareholder in 
understanding the various costs that an investor bore and will bear 
directly or indirectly under both current and proposed fee arrangements. 
 The examples assume payment of operating expenses at the levels set 
forth in the table above. 

	An investor would pay the following expenses on a $1,000 
investment, assuming (1) 5.00% annual return and (2) redemption at the 
end of each time period:

		1 Year	3 Years	5 Years	10 
Years
Present Fee...................................	$25		$77	
	$132		$281
Proposed Fee..............................	$26	$78		$134	
	$286

	The following table shows on a comparative basis for the fiscal 
year ended August 31, 1997 the International Equity Portfolio's 
aggregate management fee under the Current Management Agreement and on a 
pro forma basis under the Proposed Management Agreement.  Actual 
management fees under both the Current and Proposed Management 
Agreements are calculated daily based on the net assets of the 
International Equity Portfolio.  The table also shows the difference 
between the actual and pro forma management fees as a percentage of the 
actual fee:


Actual Aggregate 
Management Fee 
for Fiscal Year 
Ended
August 31, 1997


Pro Forma 
Aggregate 
Management Fee 
for
Fiscal Year 
Ended
August 31, 1997


Difference 
between 
Actual and 
Pro Forma (as 
% of Actual)


$7,358,476

$7,873,110

7%








Factors Considered by the Trustees

	The Trustees have considered various matters in determining the 
reasonableness and fairness of the proposed management fee to be paid to 
the Manager by the International Equity Portfolio.  Independent legal 
counsel advised the independent Board members regarding the matters to 
be considered and the standards to be used in their evaluation of the 
Proposed Management Agreement.

	In reaching their decision to unanimously approve the Proposed 
Management Agreement, the Trustees evaluated the information and 
documentation provided by the Manager and considered such factors as 
they deemed reasonably necessary.  These factors included, among others: 
 (1) the Manager's findings as to the increased costs associated with 
retaining quality advisory services for the International Equity 
Portfolio in the current market environment; (2) the relationship of the 
International Equity Portfolio's proposed management fee to the fees of 
comparable mutual funds; (3) the impact of the proposed increase in 
management fee on the International Equity Portfolio's expense ratios; 
and (4) the relationship of the International Equity Portfolio's pro 
forma expense ratio to the expense ratios of comparable mutual funds.  
In addition, the Trustees considered the performance of the 
International Equity Portfolio as well as available data for comparable 
funds computed by Lipper Analytical Services, Inc. for one-year, three-
year, five-year and ten-year periods, as applicable.

Recommendation

	Based upon the foregoing, the Board of Trustees unanimously 
recommends that shareholders of the Small Cap Value with respect to 
Proposal 3(A) and shareholders of the International Equity Portfolio 
with respect to proposal 3(B) approve the Proposed Management Agreement 
which requires a Majority Vote of the respective Portfolios.

	If approved by the shareholders of a Portfolio, the Proposed 
Management Agreement would become effective as soon as practicable 
following the Special Meeting.  If the Proposed Management Agreement is 
not approved by a Portfolio's shareholders,  the Manager will continue 
to serve as that Portfolio's Manager under the terms of the Current 
Management Agreement.

	If approved by shareholders of a Portfolio, the Proposed 
Management Agreement would continue in effect for an initial two-year 
term and thereafter would continue in effect only so long as its 
continuance is specifically approved at least annually by the Trustees 
or by a Majority Vote and in either case, by the vote of a majority of 
the independent Board members cast in person at a meeting called for the 
purpose of voting on such approval.

	YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE PROPOSED 
MANAGEMENT AGREEMENT AS IT PERTAINS TO THE SMALL CAP VALUE AND 
INTERNATIONAL EQUITY PORTFOLIOS. 

Additional Information Concerning the Manager

	SBMFM is a registered investment advisor whose principal offices 
are located at 388 Greenwich Street, New York, NY 10013.  SBMFM is a 
wholly-owned subsidiary of Smith Barney Holdings Inc. ("Holdings") which 
is in turn a wholly-owned subsidiary of Travelers Group Inc. 
("Travelers").  The Manager renders investment advice to individuals and 
institutional investors and as of July 31, 1997 had aggregate assets 
under management in excess of $81 billion.  The principal executive 
offices of Travelers and Holdings are located at 388 Greenwich Street, 
New York, New York 10013. 

The name and address of each Portfolio's investment advisor(s), 
principal underwriter and Administrator are set forth in Exhibit C 
hereto.

PROPOSAL 4:

TO APPROVE OR DISAPPROVE THE RECLASSIFICATION, MODIFICATION AND/OR 
ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT POLICIES

The 1940 Act requires a registered investment company, like the 
Trust, to have certain specific investment policies that can be changed 
only by a Majority Vote of its shareholders.  Investment companies may 
also elect to designate other policies that may be changed only by a 
shareholder vote.  Both types of policies are referred to as 
"fundamental" policies.  Certain fundamental policies have been adopted 
in the past by the Trust to reflect regulatory, business or industry 
conditions that are no longer in effect.  Accordingly, the Trustees 
authorized a review of the Trust's fundamental policies with the 
following goals: (i) to simplify, modernize and make consistent with 
those of other investment companies distributed by Smith Barney, the 
Trust's policies that are required to be fundamental and (ii) to 
reclassify as non-fundamental any policies that are not required to be 
fundamental under the 1940 Act or the positions of the staff of the SEC 
in interpreting the 1940 Act, in which case, depending on the 
circumstances, the policy would be either eliminated, or adopted by the 
Board as a non-fundamental policy in the same or a modified form and 
(iii) to eliminate certain policies previously required under state 
securities laws.  Non-fundamental policies can be changed by the Board 
without shareholder approval, subject to compliance with applicable SEC 
disclosure requirements.

This proposal seeks shareholder approval of changes that are 
intended to accomplish the foregoing goals.  Shareholders of any 
particular Portfolio will be able to vote for or against or abstain from 
voting with respect to each of the proposed changes applicable to such 
Portfolio. The proposed changes to the fundamental policies are 
discussed in detail below.  By reducing to a minimum those policies that 
can be changed only by a shareholder vote, the Trust should be able to 
avoid the costs and delay associated with a shareholder meeting and 
enhance the ability of each Advisor to manage the Trust's Portfolio in a 
changing regulatory or investment environment.  

The percentage limitations contained in the restrictions described 
below apply at the time of purchases of securities.

If these investment policy changes are approved by shareholders at 
the meeting, the Trust's Prospectus and Statement of Additional 
Information will be amended or supplemented in order to reflect the 
elimination, amendment and/or reclassification of the investment 
policies.  Shareholders will be notified by the Trust of any future 
investment policy changes, either in the Trust's Prospectus or Statement 
of Additional Information, which are updated at least annually, or in 
other Trust correspondence.

A.	ALL PORTFOLIOS (EXCEPT INTERNATIONAL FIXED INCOME 
INVESTMENTS)

MODIFICATION OF THE FUNDAMENTAL POLICY RELATING TO 
DIVERSIFICATION

Each Portfolio has the following fundamental policies regarding 
diversification:

A Portfolio, other than International Fixed 
Income Investments, will not purchase securities 
(other than U.S. Government Securities) of any 
issuer if, as a result of the purchase, more 
than 5% of the value of the Portfolio's total 
assets would be invested in the securities of 
the issuer, except that up to 25% of the value 
of the Portfolio's total assets may be invested 
without regard to this 5% limitation; and

A Portfolio, other than International Fixed 
Income Investments, will not purchase more than 
10% of the voting securities of any one issuer, 
or more than 10% of the securities of any class 
of any one issuer, except that this limitation 
is not applicable to the Portfolio's investments 
in U.S. Government Securities, and up to 25% of 
the Portfolio's assets may be invested without 
regard to these 10% limitations.    

Under the 1940 Act, a "diversified" fund is permitted to invest, 
with respect to 75% of its assets, up to 5% of its assets in one issuer, 
provided that the investment represents less than 10% of the issuer's 
voting securities.  Although the polices recited above comply with the 
1940 Act, the Board of Trustees believes that this restriction should be 
standardized.  Set forth below is the Portfolio's policy on 
diversification, as proposed to be modified:

A Portfolio, other than International Fixed 
Income Investments, will not deviate from the 
definition of a "diversified company" as defined 
in the 1940 Act and rules thereunder.

B.	ALL PORTFOLIOS

MODIFICATION OF  THE FUNDAMENTAL POLICY REGARDING ISSUANCE 
OF SENIOR SECURITIES

Each Portfolio is required to have a fundamental policy 
prohibiting it from issuing senior securities.  If approved by 
shareholders, this policy would be adopted as fundamental.  In its 
proposed form, the policy would, by reference to the 1940 Act and its 
rules and orders thereunder, maximize the Portfolios' flexibility to 
take advantage of regulatory and market developments.  For instance it 
would make express each Portfolio's authority to establish separate 
classes of shares to provide alternative methods of distribution by 
stating that issuance of shares with respect to particular classes is 
not considered to be the issuance of senior securities for purposes of 
this restriction.  Any future change in the Portfolios' manner of 
investing or the instruments it may purchase would require Board 
approval and appropriate disclosure to shareholders, as described above. 
 Set forth below is each Portfolio's policy on issuance of senior 
securities, as proposed to be adopted:

A Portfolio will not issue senior securities as 
defined in the [1940 Act] and any rules and 
orders thereunder, except as permitted under the 
1940 Act.

C.	ALL PORTFOLIOS (EXCEPT MUNICIPAL BOND INVESTMENTS) 

MODIFICATION OF THE FUNDAMENTAL POLICY REGARDING INDUSTRY 
CONCENTRATION

	Each Portfolio has the following fundamental policy that prohibits 
it from concentrating its investments in any one industry:
  
A Portfolio, other than Municipal Bond 
Investments, will invest no more than 25% of the 
value of its total assets in securities of 
issuers in any one industry, the term industry 
being deemed to include the government of a 
particular country other than the United States. 
This limitation is not applicable to a 
Portfolio's investments in U.S. Government 
Securities.

	It is proposed that this policy be modified.  The modified policy 
will not involve any change in the manner in which each of the 
Portfolios' assets are currently managed.  Set forth below is the 
Portfolios' policy on industry concentration, as proposed to be 
modified:

A Portfolio, except Municipal Bond Investments, 
will not invest more than 25% of its total 
assets in securities, the issuers of which 
conduct their principal business activities in 
the same industry.  For purposes of this 
limitation, U.S. government securities and 
securities of state or municipal governments and 
their political subdivisions are not considered 
to be issued by members of any industry.

D.	ALL PORTFOLIOS

MODIFICATION OF THE FUNDAMENTAL POLICY REGARDING BORROWING

Each Portfolio has the following fundamental policy with respect 
to borrowing:

A Portfolio will not borrow money, except that a 
Portfolio may borrow from banks for temporary or 
emergency (not leveraging) purposes, including 
the meeting of redemption requests that might 
otherwise require the untimely disposition of 
securities, in an amount not to exceed one-third 
of the value of the Portfolio's total assets 
(including the amount borrowed) valued at market 
less liabilities (not including the amount 
borrowed) at the time the borrowing is made, 
except that Mortgage Backed Investments may 
engage in forward roll transactions and Emerging 
Markets Equity Investments may engage in reverse 
repurchase transactions. Whenever a Portfolio's 
borrowings exceed 5% of the value of its total 
assets, the Portfolio, other than Mortgage 
Backed Investments and Emerging Markets Equity 
Investments, will not make any additional 
investments.    
    

The language of this policy is proposed to be standardized.  In 
addition, those Portfolios that do not already have authority are 
proposed to be granted authority to engage in reverse repurchase 
agreements and forward roll transactions.

Under a reverse repurchase agreement, a Portfolio would sell 
securities and agree to repurchase them at a mutually agreed date and 
price.  At the time the Portfolio enters into a reverse repurchase 
agreement, it will establish and maintain a segregated account with an 
approved custodian containing cash or liquid securities having a value 
not less than the repurchase price (including accrued interest).  
Reverse repurchase agreements involve the risk that the market value of 
the securities may decline prior to repurchase date.  The cash proceeds 
of the sales may be invested in securities or other instruments.  In the 
event the buyer of the securities under a reverse repurchase agreement 
files for bankruptcy or becomes insolvent, such buyer or its trustee or 
receiver may receive an extension of time to determine whether to 
enforce the Portfolio's obligation to repurchase the securities, and the 
Portfolio's use of the proceeds of the reverse repurchase agreement may 
effectively be restricted pending such decision.

A Portfolio may enter into forward roll transactions, in which it 
sells fixed income securities for delivery in the current month and 
simultaneously contracts to repurchase substantially similar (same type, 
coupon and maturity) securities on a specified future date.  During the 
roll period, the Portfolio would forgo principal and interest paid on 
such securities.  The Portfolio would be compensated by the difference 
between the current sales price and the forward price for the future 
purchase, as well as by the interest earned on the cash proceeds of the 
initial sale.  Set forth below is each Portfolio's policy on borrowing, 
as proposed to be modified:

A Portfolio will not borrow money, except that 
(a) the Portfolio may borrow from banks for 
temporary or emergency (not leveraging) 
purposes, including the meeting of redemption 
requests which might otherwise require the 
untimely disposition of securities, in an amount 
not exceeding 33-1/3% of the value of the 
Portfolio's total assets (including the amount 
borrowed) valued at the lesser of cost or 
market, less liabilities (not including the 
amount borrowed) valued at the time the 
borrowing is made and (b) a Portfolio may, to 
the extent consistent with its investment 
policies, enter into reverse repurchase 
agreements, forward roll transactions and 
similar investment strategies and techniques.  
Whenever borrowings exceed 5% of the value of a 
Portfolio's total assets, the Portfolio will not 
make any additional investments, provided that, 
for purposes of this restriction, short-term 
credits for the clearance of transactions are 
not considered borrowings.
 .
E.	ALL PORTFOLIOS 

ELIMINATION OF THE FUNDAMENTAL POLICY RESTRICTING ITS 
ABILITY TO PLEDGE ASSETS

The Board of Trustees has approved, subject to shareholder 
approval, the elimination of the following fundamental policy 
restricting its ability to pledge its assets to other parties:

A Portfolio will not pledge, hypothecate, 
mortgage or otherwise encumber its assets, 
except to secure permitted borrowings.

The elimination of this fundamental investment limitations 
regarding pledging assets would remove all restrictions on the ability 
of each Portfolio to pledge, mortgage, hypothecate or otherwise encumber 
its assets, except for those restrictions imposed by or under the 1940 
Act, and would leave the imposition of any further limits on pledging 
activities to the sole discretion of the Board, subject to applicable 
SEC disclosure requirements.

The Portfolios' current fundamental investment limitations on 
pledging assets may conflict with its ability to engage in permitted 
borrowings, purchase securities on a when-issued or delayed delivery 
basis, lend Portfolio securities, enter into escrow arrangements in 
connection with writing options, enter into collateral arrangements in 
connection with investments involving futures contracts and options 
thereon and possibly engage in other investments and arrangements that 
may develop in the future.  The Board has approved the elimination of 
the Portfolio's fundamental investment limitations restricting pledging 
of assets to avoid these potential conflicts and to secure greater 
flexibility for the future.

The potential conflict between the Portfolio's pledging and 
borrowing limitations, for instance, arises because banks generally 
require borrowers such as a Portfolio to pledge assets in order to 
collateralize the amount borrowed.  Each Portfolio is currently  
permitted to borrow from banks for temporary or emergency purposes in 
limited amounts and in most cases to pledge assets to secure permitted 
borrowings.  Loan agreements between investment companies and banks 
generally require collateral or provide that the bank may, at its 
option, require collateral for future outstanding loans.  The amount of 
required collateral, however, generally exceeds the principal amount of 
the loan.  Therefore, the limitation on the amount of Portfolio 
securities that it is permitted to pledge effectively reduces the 
maximum borrowing ability of the Portfolio to below the amount they are 
permitted to borrow.  The Board believes that the pledging limitations 
should be eliminated to ensure that the Portfolio's flexibility to 
consider borrowing money temporarily as a means of raising cash is not 
limited by restrictions in their ability to pledge assets.

F.	ALL PORTFOLIOS

MODIFICATION OF THE FUNDAMENTAL POLICY REGARDING  LENDING 

	Each Portfolio has the following fundamental policy prohibiting it 
from lending its assets to other persons:

A Portfolio will not lend any funds or other 
assets, except through purchasing debt 
obligations, lending portfolio securities and 
entering into repurchase agreements consistent 
with the Portfolio's investment objective and 
policies.    
    
	The language of this policy is proposed to be standardized.

	Set forth below is the Trust's policy on lending, as proposed to 
be modified:

A Portfolio will not make loans.  This 
restriction does not apply to: (a) the purchase 
of debt obligations in which a Portfolio may 
invest consistent with its investment objectives 
and policies (including participation interests 
in such obligations); (b) repurchase agreements; 
and (c) loans of its portfolio securities.

G.	ALL PORTFOLIOS

MODIFICATION OF THE FUNDAMENTAL POLICY REGARDING 
UNDERWRITING OF SECURITIES OF OTHER ISSUERS

Each Portfolio has the following fundamental policy prohibiting it 
from acting as an underwriter of securities:

A Portfolio will not act as an underwriter of 
securities, except that the Portfolio may 
acquire restricted securities under 
circumstances in which, if the securities were 
sold, the Portfolio might be deemed to be an 
underwriter for purposes of the 1933 Act.

The language of the policy is proposed to be standardized.  The 
modification will clarify that each Portfolio will not be deemed to be 
an underwriter by reason of disposing of Portfolio securities.  

Set forth below is each Portfolio's policy on underwriting, as 
proposed to be modified:

A Portfolio will not engage in the business of 
underwriting securities issued by other persons, 
except to the extent that a Portfolio may 
technically be deemed to be an underwriter under 
the Securities Act of 1933, as amended, in 
disposing of Portfolio securities.

H.	ALL PORTFOLIOS

MODIFICATION OF THE FUNDAMENTAL POLICY REGARDING  PURCHASE 
OF SECURITIES ON MARGIN

Each Portfolio has the following fundamental policy that prohibits 
it from purchasing securities on margin:

A Portfolio will not purchase securities on 
margin, except that the Portfolio may obtain any 
short-term credits necessary for the clearance 
of purchases and sales of securities. For 
purposes of this restriction, the deposit or 
payment of initial or variation margin in 
connection with futures contracts or options on 
futures contracts will not be deemed to be a 
purchase of securities on margin.    
    
If approved by shareholders, the language of the Portfolios' 
policy regarding purchasing securities on margin would be standardized 
and modernized, allowing the Board of Trustees to respond more rapidly 
to the availability of new instruments and strategies.  Set forth below 
is the Portfolios' policy on purchasing securities on margin, as 
proposed to be modified or adopted:

A Portfolio will not purchase any securities on 
margin (except for such short-term credits as 
are necessary for the clearance of purchases and 
sales of Portfolio securities).  For purposes of 
this restriction, the deposit or payment by a 
Portfolio of underlying securities and other 
assets in escrow and collateral agreements with 
respect to initial or maintenance margin in 
connection with futures contracts and related 
options and options on securities, indexes or 
similar items is not considered to be the 
purchase of a security on margin.  


I.	ALL PORTFOLIOS

MODIFICATION OF THE FUNDAMENTAL POLICY REGARDING THE 
PURCHASE OR SALE OF REAL ESTATE, REAL ESTATE LIMITED 
PARTNERSHIP INTERESTS OR COMMODITIES

Each Portfolio has the following fundamental policies with respect 
to investments in real estate or commodities contracts:

A Portfolio will not purchase or sell real 
estate or real estate limited partnership 
interests, except that it may purchase and sell 
mortgage related securities and securities of 
companies that deal in real estate or interests 
therein.

A Portfolio will not purchase or sell 
commodities or commodity contracts (except 
currencies, forward currency contracts, stock 
index and interest rate futures contracts and 
related options and other similar contracts).   
 

If approved by shareholders the modified restriction would allow a 
Portfolio to hold and sell real estate acquired as a result of a 
Portfolios ownership of securities.  For example, this modified policy 
would allow a Portfolio to dispose of real estate in the event that it 
acquires real estate as the result of a default on securities it holds. 
 The modified policy would also permit a Portfolio, without further 
action by shareholders, to purchase futures contracts and options 
thereon.

Although the Portfolios don't have any current intention of 
expanding the range of instruments they are currently permitted to 
purchase, the modification of this policy would provide the Portfolios 
with greater flexibility to respond to market and other developments.  
Any future change in a Portfolios  manner of investing or the 
instruments it may purchase would require Board approval and appropriate 
disclosure to shareholders.

Set forth below are the Portfolios policies regarding the purchase 
or sale of real estate or commodities, as proposed to be modified or 
adopted:

A Portfolio will not purchase or sell real 
estate, real estate mortgages, commodities or 
commodity contracts, but this restriction shall 
not prevent a Portfolio from (a) investing in 
and selling securities of issuers engaged in the 
real estate business and securities which are 
secured by real estate or interests therein; (b) 
holding or selling real estate received in 
connection with securities it holds; (c) trading 
in futures contracts and options on futures 
contracts or (d) investing in or purchasing real 
estate investment trust securities.

J.	ALL PORTFOLIOS

RECLASSIFICATION AS NON-FUNDAMENTAL THE FUNDAMENTAL POLICY 
REGARDING INVESTMENTS IN OIL, GAS OR OTHER MINERAL 
EXPLORATION OR DEVELOPMENT PROGRAMS

	Each Portfolio has the following fundamental policy prohibiting it 
from investing in any oil, gas or other mineral exploration or 
development program:

A Portfolio will not invest in oil, gas or other 
mineral leases or exploration or development 
programs.

This investment restriction was adopted to address requirements under 
certain state securities laws, but is not required to be fundamental. 
The Board believes that this investment restriction should be 
reclassified as a non-fundamental policy to respond to regulatory 
developments.  If approved by shareholders, the Board currently intends 
to adopt a substantially similar non-fundamental policy.

K.	ALL PORTFOLIOS

RECLASSIFICATION AS NON-FUNDAMENTAL THE  FUNDAMENTAL POLICY 
REGARDING SHORT SALES

	Each Portfolio has the following fundamental restriction regarding 
short sales:

A Portfolio will not make short sales of 
securities or maintain a short position, unless 
at all times when a short position is open it 
owns an equal amount of the securities or 
securities convertible into or exchangeable for, 
without payment of any further consideration, 
securities of the same issue as, and equal in 
amount to, the securities sold short ("short 
sales against the box"), and unless not more 
than 10% of the Portfolio's net assets (taken at 
market value) is held as collateral for such 
sales at any one time. It is the Portfolios' 
present intention to make short sales against 
the box only for the purpose of deferring 
realization of gain or loss for federal income 
tax purposes.

It is proposed that shareholders approve the elimination of this 
fundamental restriction.
	
	In a short sale, an investor sells a borrowed security and has a 
corresponding obligation to the lender to return the identical security. 
 In an investment technique known as a short sale "against the box," an 
investor sells short while owning the same security in the same amount, 
or having the right to obtain equivalent securities.  The investor could 
have the right to obtain equivalent securities, for example through its 
ownership of warrants, options or convertible bonds.

	If the proposal is approved, the current fundamental limitation 
will be replaced with a non-fundamental limitation which could be 
changed without a shareholder vote.  The proposed non-fundamental 
limitation is as follows:

Each Portfolio will not make short sales of 
securities, unless it owns or has the right to 
obtain securities equivalent in kind and amount 
to the securities sold short and provided that 
transactions in futures contracts and options 
are not deemed to constitute selling securities 
short.

	Short sales may not be appropriate for all of the Portfolios.  If 
the proposal is approved, the Board of Trustees of the Portfolios will 
determine the appropriateness of short sales on a Portfolio by Portfolio 
basis.  Currently, securities short would not be permitted by any of the 
existing Portfolios.  However, the Trust is considering creating a 
Portfolio in the future that would employ such a strategy.  Appropriate 
disclosure of this practice will also be included in the Trust's 
Prospectus and/or Statement of Additional Information. 


OTHER MATTERS

	The Trustees of the Trust know of no other matters that may come 
before the Special Meeting.  If any such matters should properly come 
before the Special Meeting, it is the intention of the persons named in 
the enclosed form of proxy to vote such proxy in accordance with their 
best judgment. 

	The Trust does not hold shareholder meetings annually.  
Shareholders wishing to submit proposals for consideration for inclusion 
in a proxy statement for the next shareholder meeting should send their 
written proposals to Consulting Group Capital Markets Funds, 388 
Greenwich Street, New York, NY 10013, 22nd Floor, c/o the Corporate 
Secretary. 

	You are requested to mark, date, sign and return the enclosed 
proxy promptly.  No postage is required on the enclosed envelope.

			By Order of the Trustees

				Christina T. Sydor 
				Secretary

New York, New York
October 27, 1997
	




Exhibit A


BOARD OF TRUSTEES 1996 COMPENSATION

Amounts Paid 
During Most 
Recent Calendar 
Year to Board 
Members



Walter E. Auch



Martin Brody



Armon Kamesar



Stephen E. Kaufman



Heath B. McLendon

From Consulting 
Group Capital 
Markets Funds

$37,936

$36,936

$38,636

$39,696

$0

From Other 
Smith Barney 
Mutual Funds
               
$0
           
$87,350
              $0
               
$52,700
                   
 $0
 $124,286              
 $92,396





Exhibit B

Executive Officers of the Trust

			Principal Occupation and
Name of Executive Officer	Age	Business Experience For Past 5 
Years

Lewis E. Daidone	40	Managing Director of Smith Barney; 
Director and Senior Vice President 
of Smith Barney Mutual Funds 
Management Inc.; Senior Vice 
President and Treasurer of 41 Funds 
of Smith Barney Mutual Funds.

Heath B. McLendon	64	Managing Director of Smith Barney, 
Chairman of the Board of Smith 
Barney Strategy Advisers Inc. and 
President of Smith Barney Mutual 
Funds Management Inc.; Prior to 
1993, Senior Executive Vice 
President of Shearson Lehman 
Brothers Inc.; Vice Chairman of 
Asset Management Division of 
Shearson Lehman Brothers Inc.; A 
director of PanAgora Asset 
Management, Inc. and PanAgora Asset 
Management Limited.

Christina Sydor	46	Managing Director of Smith Barney; 
General Counsel, and Secretary of 
Smith Barney Mutual Funds Management 
Inc. and Secretary of 41 Smith 
Barney Mutual Funds.


Exhibit C

NAMES AND ADDRESSES OF INVESTMENT ADVISORS,
DISTRIBUTORS, ADMINISTRATORS AND OFFICERS

	Unless otherwise indicated in this Exhibit D, the following 
information applies to all 
Portfolios:

INVESTMENT MANAGER	OFFICERS*:

Smith Barney Mutual Funds Management, Inc.	Heath B. McLendon, 
Chairman of the Board 
and Chief Executive
388 Greenwich Street	Officer
New York, NY  10013	Lewis E. Daidone, Senior Vice President 
and Treasurer

		Christina Sydor, Secretary
DISTRIBUTOR:

Smith Barney Inc.
388 Greenwich Street
New York, NY 10013

		
	Fund	Investment Advisors	Officers

Intermediate Fixed Income Investments	Standish, Ayer & Wood, Inc.
Government Money Investments	One Financial Center	
		Boston, Mass.  02111

Long-Term Bonds Investments	National Asset Management Corp.
		101 South Fifth Street
	Louisville, KY  

Municipal Bond Investments	Smith Affiliated Capital Corp.
		880 Third Avenue
		New York, NY  10022

Mortgage Backed Investments	Atlantic Portfolio Analytics & Management Inc.
		201 East Pine Street, Suite 600
		Orlando, FL  32801

Balanced Investments	Palley-Needleman Asset Management, Inc.
		800 Newport Center Drive, Suite 450
		Newport Beach, CA  92660

Large Capitalization Value Equity Investments	The Boston 
Company Asset Management, Inc.
		One Boston Place
		Boston, MA

		Parametric Portfolio Associate
		7310 Columbia Center
		710 Fifth Avenue
		Seattle, WA  98104

Large Capitalization Growth Investments	Provident Investment Counsel Inc.
		300 North Lake Avenue
		Pasadena, CA  91101

		Boston Structured Advisors/
		PanAgora Asset Management, Inc.
		260 Franklin Street
		Boston, MA  02110

Small Capitalization Value Equity Investments	NFJ Investment Group
		2121 San Jacinto Street, Suite 1440
		Dallas, TX  75201

		BZW Barclays Global Fund Advisors
		45 Fremont Street
		San Francisco, CA  94105

Small Capitalization Growth Investments	Mellon Capital Management Corp.
		595 Market Street, Suite 3000
		San Francisco, CA 94105

International Equity Investments	Oechsle International Advisors
		One International Place
		Boston, MA  02110

		State Street Global Advisors
		Two International Place
		Boston, Ma  02110

International Fixed Income Investments	Julius Baer Investment Management Inc.
		330 Madison Avenue
		New York, NY  10017


Emerging Markets Equity Investments	John Govett & Co. Limited
		250 Montgomery Street
		San Francisco, CA  94104




Exhibit D

PROPOSED INVESTMENT MANAGEMENT AGREEMENT


, 1997


Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105


Dear Sirs: 

The Trust for TRAK Investments (the "Trust"), a business trust 
formed under the laws of The Commonwealth of Massachusetts, confirms its 
agreement with Smith, Barney Advisers, Inc. (the "Manager") with respect 
to the Manager's serving as investment manager of the Trust as set forth 
below. 

Section 1.	Investment Description; Appointment

	The Trust desires to employ its 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 Manager. The Trust 
desires to employ and hereby appoints the Manager to act as its 
investment manager. The Manager accepts the appointment and agrees to 
furnish the services described in Section 2 of this Agreement for the 
compensation set forth in Section 6 of, and Appendix I to, this 
Agreement. 

Section 2.	Services as Manager; Appointment of Advisers

(a)	Subject to the supervision and direction of the Trust's 
Board of Trustees, the Manager shall provide such services reasonably 
requested by the Trust, including but not limited to the following: 

(i)	monitoring and supervising the services provided to 
the Trust by its administrator (the "Administrator") pursuant to a 
separate agreement between the Trust and the Administrator, a copy 
of which has been or will be submitted to the Manager; and 


(ii) providing to the Trust investment management evaluation 
services principally by performing initial due diligence on 
prospective investment advisers ("Advisers") for each existing 
series of its shares of beneficial interest and any series or 
class which the Trust may offer from time to time in the future 
(each, a "Portfolio"), thereafter monitoring and supervising 
Adviser performance through quantitative and qualitative analysis 
as well as periodic in-person, telephonic and written 
consultations with Advisers and considering and approving 
investments and use of certain investment strategies when the 
Trust requests review and consideration of such matters by the 
Manager. The Manager will be responsible for communicating 
performance expectations and evaluations to Advisers and 
ultimately recommending to the Board of Trustees of the Trust 
whether Advisers' contracts should be renewed, modified or 
terminated. The Manager will provide written reports to the Board 
of Trustees regarding the results of its evaluation and monitoring 
functions. The Manager will also be responsible for conducting all 
operations of the Trust except those operations contracted to the 
Advisers, custodian, transfer agent and Administrator. 

(b) The Manager will, at its own expenses, maintain sufficient 
staff, employ or retain sufficient personnel, and consult with any other 
persons that it determines may be necessary or useful to the performance 
of its obligations under this Agreement. 

Section 3.	Brokerage

The Manager is authorized to permit the Advisers to execute 
portfolio transactions for the Trust. In executing transactions and 
selecting brokers or dealers, each 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 or commodity interest, the price of the 
security or commodity interest, 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. 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 
exercises investment discretion. 

Section 4.	Information Provided to the Trust

	The Manager will keep the Trust informed of developments 
materially affecting the Portfolios and, in addition to providing the 
Trust with whatever statistical or other information the Trust may 
reasonably request with respect to its investments, the Manager will, on 
its own initiative, furnish the Trust from time to time with whatever 
information the Manager believes is appropriate for this purpose. 



Section 5. Standard of Care

The Manager shall exercise its best judgment in rendering the 
services provided by it under this Agreement. The Manager shall not be 
liable for any error of judgment or mistake of law or for any loss 
suffered by the Trust in connection with the matters to which this 
Agreement relates, provided that nothing in this Agreement shall be 
deemed to protect or purport to protect the Manager against any 
liability to the Trust or to holders of the Trust's shares of beneficial 
interest to which the Manager 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 Manager's reckless 
disregard of its obligations and duties under this Agreement. 

Section 6. Compensation

(a)	In consideration of services rendered pursuant to this 
Agreement, each of the Trust's Portfolios will accrue daily and pay 
monthly a fee at the annual rate applied to the value of that 
Portfolio's average daily net assets as set forth in the schedule 
attached hereto as Appendix I. 

(b)	The fee for the period from the commencement of investment 
operations to the end of the month during which investment operations 
commence will be prorated according to the proportion that such period 
bears to the full monthly period, and will be payable that month. 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 will be savable 
upon the date of termination of this Agreement. 

(c)	For the purpose of determining fees payable to the Manager 
under this Agreement, the value of the Trust's net assets will be 
computed in the manner described in the Trust's current Prospectus 
and/or Statement of Additional Information. 

Section 7.	Costs and Expenses

The Manager will bear all expenses 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 as well as the payment of the fees of the Advisers. 

Section 8.	Reimbursement to the Trust

	If, in any fiscal year of the Trust, the aggregate expenses of the 
Trust (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 Trust, the Manager will reimburse 
the Trust to the extent required by state law in the same proportion as 
its fees bear to the combined fees paid by the Trust for investment 
management and administration. The Manager's expense reimbursement 
obligation will be limited to the amount of its fees received pursuant 
to this Agreement. Such expense reimbursement, if any, will be 
estimated, reconciled and paid on a monthly basis. 



Section 9.	Services to Other Companies or Accounts

The Trust understands that the Manager and the Advisers may act as 
investment managers or advisers to fiduciary and other managed accounts, 
including other investment companies, and the Trust has no objection to 
the Manager's and Advisers' so acting, provided that whenever the Trust 
and one or more other accounts advised by an Adviser have available 
funds for investment, investments suitable and appropriate for each will 
be allocated in accordance with a formula believed to be equitable to 
each account or company. The Trust recognizes that in some cases this 
procedure may adversely affect the size of the position obtainable for 
the Trust. In addition, the Trust understands and acknowledges that the 
persons employed by the Manager to assist in the performance of the 
Manager's duties under this Agreement will not devote their full time to 
such service and nothing contained in this Agreement shall be deemed to 
limit or restrict the right of the Manager or any affiliate of the 
Manager to engage in and devote time and attention to other businesses 
or to render services of any kind or nature. 

Section 10.	Term of Agreement

(a)	This Agreement will become effective on the "Closing Date" 
as that term is defined in that certain Asset Purchase Agreement 
executed among Smith Barney, Harris Upham & Co. Incorporated, Primerica 
Corporation and Shearson Lehman Brothers Inc., dated March 12, 1993 
("Effective Date"), and shall continue for an initial term of two years 
from the Effective Date. Thereafter, this Agreement 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 Trust's outstanding 
voting securities (as defined in the Investment Company Act of 1940, as 
amended (the "Act")), provided that in either event the continuance is 
also approved by a majority of Trustees who are not "interested persons" 
(as defined in the Act) of any party to this Agreement, by vote cast in 
person at a meeting called for the purpose of voting on such approval. 

(b)	This Agreement is terminable, without penalty, on 60 days' 
written notice, by the Trust's Trustees or by vote of holders of a 
majority of the Trust's outstanding voting securities, or upon 90 days' 
written notice, by the Manager. 

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

Section 11.	Filing of Trust Agreement

	The Trust represents that a copy of the Trust Agreement is on file 
with the Secretary of The Commonwealth of Massachusetts and with the 
Boston City Clerk. 



Section 12.	Limitation of Liability

The Manager is hereby expressly put on notice of the limitation of 
trustee and shareholder liability as set forth in the Trust Agreement, 
and the Manager agrees that obligations assumed by the Trust pursuant to 
this Agreement shall be limited in all cases to the Trust and its 
assets. The Manager agrees that any creditor or any Portfolio may look 
only to the assets of that Portfolio to satisfy such creditor's debt. 
The Manager agrees that the Manager shall not seek satisfaction of any 
such obligation from the holders of the Trust's shares, nor from the 
Trustees of the Trust. 

Section 13.	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 Investment Advisers Act of 1940, as 
amended, or rules or orders of the Securities and Exchange Commission 
thereunder. 

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

(c)	If any provision of this Agreement shall be held or made 
invalid by a court decision, stature, 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 
Manager as an agent of the Trust. 








[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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


Very truly yours,


THE TRUST FOR TRAK INVESTMENTS


By: 
______________________________
__
Name:	Heath B. McLendon
Title:	Chairman







Accepted: 


SMITH, BARNEY ADVISERS, INC. 


By: ________________________________
	Name:	Christina T. Sydor
	Title:	Secretary







APPENDIX I



PORTFOLIOS OF CONSULTING GROUP CAPITAL MARKETS FUNDS



Manager's Rate
of
Fee in
Accordance
with Section 6 of
the Agreement

  Government Money Investments
 .15%

  Intermediate Fixed Income Investments
 .40%

  Total Return Fixed Income Investments
 .40%

  Municipal Bond Investments
 .40%

  Mortgage Backed Investments
 .50%

  Balanced Investments
 .60%

  Large Capitalization Value Equity 
Investments
 .60%

  Small Capitalization Value Equity 
Investments
 .80%*

  Large Capitalization Growth Investments
 .60%

  Small Capitalization Growth Investments
 .60%

  International Equity Investments
 .80%*

  International Fixed Income Investments
 .50%

  Emerging Markets Equity Investments
 .90%




* Assuming shareholder approval





  	The Trust has adopted an Emeritus Program for Board Members 
pursuant to which the Board 
and the management of the Trust can continue to receive the benefits of the 
experience of long time Board Members after they have resigned from the 
Board.  Pursuant to this Program, Board 
Members with [    ] years of service may agree to provide services as an 
emeritus trustee at age 
72 and must retire from the Board at age 80.  Service as an emeritus 
trustee is limited to 10 years.  Each emeritus trustee agrees to be 
available for consultation with the Board and 
management of the Trust and may attend Board meetings.

  The Trust for TRAK Investments is now called the Consulting Group 
Capital Markets Funds 
  	The Trust's Board of Trustees may, upon advice from the Manager, 
allocate and reallocate the management of the Portfolio's assets between 
Advisors in its discretion from time to time.
   The Simfund Small Company Average consists of 561 mutual funds 
with a similar investment objective. The Manager discussed with the Board 
the effect of fee waivers. The net fee for the 
Simfund International Growth Average was 0.75% only slightly higher 
than the net fee for the International Equity Portfolio.  
However, as the Manager informed the Board the total 
expense ratio for funds that comprise the Simfund average is higher 
given the impact of 12b-1 fees and the significant amount some funds 
charge their shareholders in the form of "other expenses."  
 



 

 

VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

NOTRE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED BELOW.
(Please Detach at Perforation Before Mailing) 
 ..............................................................................
 ..............................................................................
 ..............................................................................
 ....................

PORTFOLIO NAME PRINTS HERE

MEETING DATE AND TIME PRINTS HERE

The undersigned holder of shares of  the above-nmaed portfolio
(the"Portfolio")  of Consulting Group 
Capital Markets Funds , hereby appoints Heath B. McLendon, Christina T. Sydor
and David A. Barnett, attorneys and proxies for the undersigned 
with full powers of substitution and revocation, to represent the 
undersigned and to vote on behalf of the undersigned all shares of the 
Portfolio that the undersigned is entitled to vote at the Meeting of 
Shareholders of the Portfolio to be held at 
388 Greenwich Street, New York, New York on December 18, 1997 at 2:00 pm 
and any adjournment or adjournments thereof.  The undersigned hereby 
acknowledges receipt of the Notice of Meeting and Proxy Statement 
dated October 27, 1997 and 
hereby instructs said attorneys and proxies to vote said shares as indicated 
herein.  In their discretion, the proxies are authorized to vote upon such 
other business as may properly come before the Meeting.  A majority of the 
proxies present and acting at the Meeting in person or by substitute (or, if 
only one shall be so present, then that one) shall have and may exercise all 
of the power and authority of said proxies hereunder.  The undersigned hereby 
revokes any proxy previously given.

	PLEASE SIGN, DATE AND RETURN
	PROMPTLY IN THE ENCLOSED ENVELOPE

		Note: Please sign exactly as your name appears on 
this Proxy.  If joint owners, EITHER may sign this 
Proxy.  When signing as attorney, executor, 
administrator, trustee, guardian or corporate 
officer, please give your full title.

		Date:	                                               
                               	
			                                                           
                   	                 Signature(s)		(Title(s), if applicable)





__________________________
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE
REVERSE SIDE.

(Please Detach at Perforation Before Mailing)
 ..............................................................................
 ..............................................................................
 ..............................................................................
 ....................

Please vote by filling in the boxes below. 


1.	To elect Trustees of the Trust.	FOR   	FOR  ALL EXCEPT 	WITHHOLD ALL
  						As Marked Below		
	Walter A. Auch; Martin Brody; Armon Kamesar; Stephen Kaufman;
	Heath B. McLendon

To withhold authority to vote for any individual nominee, print that 
nominee's name on the line below.
___________________________________________________________________________ 

2.To ratify the selection of KPMG Peat Marwick LLP as	FOR  	AGAINST  ABSTAIN   
	independent accountants for the Fund. 
 



							FOR 	AGAINST ABSTAIN


3A.	To approve or disapprove a new management agreement
	between Consulting Group Capital Markets Funds  (on behalf of 
	Small Capitalization Value Equity Investments) and Smith Barney Mutual Funds
	Management Inc. (the Portfolio's current investment
	manager).

3B.	To approve or disapprove a new management agreement
	between Consulting Group Capital Markets Funds  (on behalf of 
	International Equity Investments) and Smith Barney Mutual Funds
	Management Inc. (the Portfolio's current investment
	manager).


4.						FOR	AGAINST ALL		ABSTAIN ALL


To approve or disapprove the reclassification, modification and/or 
elimination of certain fundamental investment policies.

(4A) Diversification
(4B) Senior Securities
(4C) Industry Concentration
(4D) Borrowing
(4E) Pledging Assets
(4F) Lending
(4G) Underwriting of Securities
(4H) Margin Purchases
(4I) Real Estate
(4J) Oil, Gas or Other Mineral Exploration
(4K) Short Sales

To vote against a particular proposed change, refer to the proxy statement 
for the changes applicable to the Fund and write the sub-proposal number 
on the line below.