.

 CONSULTING GROUP CAPITAL MARKETS FUNDS

INVESTMENT ADVISORY AGREEMENT



June __, 1997


Wall Street Associates
1200 Prospect Street, Suite 100
La Jolla, California  92037-3608

Dear Sirs:

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

	The Manager hereby confirms its agreement with Wall Street 
Associates (the "Adviser") with respect to the Adviser's serving as an 
investment adviser to Small Capitalization Growth Investments (the 
"Portfolio"), a series of the Trust, as follows:

	Section 1.	Investment Description; Appointment

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

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


	Section 2.	Portfolio Management Duties

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

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

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

	Section 3.	Brokerage

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

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

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



	Section 4.	Information Provided to the Manager and the Trust

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

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

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

	Section 5.	Books and Records

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



	Section 6.	Compensation

	(a)	In consideration of services rendered pursuant to this 
Agreement, the Manager will pay the Adviser a fee that is computed daily 
and paid monthly at the annual rate of  0.50% of the average daily net 
assets of the Portfolio, multiplied by a fraction, the numerator of which 
is the average daily value of Allocated Assets and the denominator of 
which is the average daily value of the Portfolio's total assets (the 
"Portfolio Advisory Fee").  The Portfolio Advisory Fee payable to the 
Adviser shall be reduced in the same proportion as the Portfolio Advisory 
Fee bears to the Manager's fee from the Portfolio to the extent, in any 
fiscal year of the Portfolio, the aggregate expenses of the Portfolio 
(including fees pursuant to this Agreement and the Trust's Administration 
Agreement with the Administrator, but excluding interest, taxes, 
brokerage fees, and, if permitted by state securities commissions, 
extraordinary expenses) exceed the expense limitation of any state having 
jurisdiction over the Portfolio.

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

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

	Section 7.	Costs and Expenses

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

	Section 8.	Standard of Care

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



	Section 9.	Services to Other Companies or Accounts

	(a)	It is understood that the services of the Adviser are not 
exclusive, and nothing in this agreement shall prevent the Adviser from 
providing similar services to other investment companies (whether or not 
their investment objectives and policies are similar to those of the 
Trust) or from engaging in other activities; provided, however, that the 
Adviser agrees that neither it nor any of its affiliated persons (as 
defined in the Act) shall accept retention as investment adviser, 
investment manager or similar service provider during the pendency of 
this Agreement and for the period of one (1) year after the termination 
of this Agreement with or for the benefit of any investment company 
registered under the Act that seeks as a primary market for its shares 
asset allocation programs similar in nature or market to TRAK 
Personalized Investment Advisory Service.

	(b)	The proviso set forth in paragraph (a) of this Section 9 
shall not apply to the continuation of any contractual relationship to 
which the Adviser is a party that is in effect on the date of this 
Agreement.

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

	(d)	The Trust and the Manager understand and acknowledge that the 
persons employed by the Adviser to assist in the performance of its 
duties under this Agreement will not devote their full time to that 
service; nothing contained in this Agreement will be deemed to limit or 
restrict the right of the Adviser or any affiliate of the Adviser to 
engage in and devote time and attention to other businesses or to render 
services of whatever kind or nature, subject to the proviso set forth in 
paragraph (a) of this Section 9.

	Section 10.	Duration and Termination

	(a)	This Agreement shall become effective on June __, 1997 or, if 
a later date, the date it is approved by shareholders of the Portfolio 
and shall continue for two years from that date, and thereafter shall 
continue automatically for successive annual periods, provided such 
continuance is specifically approved at least annually by (i) the Trust's 
Board of Trustees or (ii) a vote of a majority of the Portfolio's 
outstanding voting securities (as defined in the Act), provided that the 
continuance is also approved by a majority of the Trustees who are not 
"interested persons" (as defined in the Act) of the Trust, by vote cast 
in person at a meeting called for the purpose of voting on such approval.



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

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

	Section 11.	Amendments

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

	Section 12.	Miscellaneous

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

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

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

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




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


SMITH BARNEY MUTUAL FUNDS
MANAGEMENT INC.



By:
	_________________________
____
	Name:  Heath B. McLendon
	Title: President



Accepted:


Wall Street Associates


By:	______________________________
	Name:
	Title:



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