CONSULTING GROUP CAPITAL MARKETS FUNDS

INVESTMENT ADVISORY AGREEMENT



November 18, 
1997


Westpeak Investment Advisors,  L.P.
1011 Walnut Street, Suite 400
Boulder, Colorado  80302

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 Westpeak Investment 
Advisors, L.P. (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 other 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.

	(b)	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.

	(c)	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 November 18, 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:

Westpeak Investment Advisors, L.P.

By:	______________________________
	Name:  Gerald H. Scriver
	Title:  President & CEO 





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