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 MARKETS 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):

[X]	No Fee Required
[   ]	$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:                                                       
                                         




February *, 1997 

A Special Notice to Shareholders of
Consulting Group Capital Markets Funds
Small Capitalization Growth Investments


Dear Shareholder:

The Trustees of Consulting Group Capital Markets Funds (the "Trust") recently 
have unanimously approved and voted to recommend that shareholders of the 
Small Capitalization Growth Investments (the "Portfolio") approve a new 
management agreement on behalf of the Portfolio with the Portfolio's 
Investment Manager, Smith Barney Mutual Funds Management Inc. ("SBMFM" or the 
"Manager").

The Manager is seeking a fee increase so that it can continue to retain well 
regarded advisers in the small capitalization discipline.  Due to the 
attractiveness of this sector to investors and a corresponding proliferation 
of new small capitalization investment funds, the demand for investment 
advisers specializing in this market sector has increased.  The Manager, as a 
result of these competitive pressures, has recently met resistance from its 
favored advisors based on the fees that could be paid under current 
arrangements.

The new management agreement increases the management fee from an annual rate 
of 0.60% to 0.80% of the average net assets of the Portfolio.  The fee is 
payable to the Consulting Group, a division of the Manager, whose 
responsibility is to select investment advisors to the Trust's various 
portfolios (the "Advisors"), communicate performance expectations and 
evaluations to the Advisors and ultimately recommend to the Trustees which 
Advisor contracts should be renewed, modified or terminated.  The Manager must 
also compensate each Advisor from the fee it receives; the portfolios pay no 
fees directly to Advisors.  

The Trustees have concluded that the proposed fee increase will enable the 
Manager to appropriately  increase the fee to the Portfolio's current and 
prospective Advisors.  If approved by shareholders, the increase in the 
management fee will be applied fully to increase the compensation of the 
Portfolio's current and prospective Advisors and therefore will not result in 
increased profitability to the Manager.  

	 Meeting of Shareholders: Your Vote Is Important

To consider the proposed increase in the management fee for the Portfolio, the 
Trustees have called a Meeting of Shareholders to be held on March 31, 1997 
and unanimously recommend that shareholders vote for the proposal.  We 
strongly invite your participation by asking you to review, complete and 
return your proxy promptly.

Detailed information about the proposed transaction is described in the 
enclosed proxy statement.  Please read this proxy statement and then exercise 
your right to vote by completing, dating and signing the enclosed proxy card. 
 A self-addressed, postage-paid envelope is enclosed for your convenience.

If you have any questions regarding the proposed transaction, please call your 
Smith Barney Financial Consultant who will be pleased to assist you.

It is very important that your voting instructions be received promptly.

Sincerely,


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


CONSULTING GROUP CAPITAL MARKETS FUNDS

222 Delaware Avenue, Wilmington, Delaware 19801


                         


NOTICE OF MEETING OF SHAREHOLDERS
SMALL CAPITALIZATION GROWTH INVESTMENTS
To Be Held On March 31, 1997
                         

To the Shareholders:

	A Meeting of Shareholders of Small Capitalization Growth Investments 
(the "Portfolio") of the Consulting Group Capital Markets Funds (the "Trust") 
will be held on March 31, 1997 at 2:00 P.M. at 388 Greenwich Street, New York, 
New York, 22nd Floor, for the following purposes:

(1)	To approve or disapprove a new management agreement between the Trust on 
behalf of the Portfolio and the Portfolio's current investment manager 
Smith Barney Mutual Funds Management Inc., and

(2)	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 January 31, 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
February *, 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.






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

PROXY STATEMENT
                            

MEETING OF SHAREHOLDERS
SMALL CAPITALIZATION GROWTH INVESTMENTS
To Be Held

March 31, 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 Meeting of Shareholders of Small Capitalization Growth Investments (the 
"Portfolio") to be held at 388 Greenwich Street, 22nd Floor, New York, New 
York on Monday, March 31, 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.  If no choice is 
specified, the proxy will be voted "FOR" Proposal No. 1.

 	The costs of soliciting proxies for the 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 Portfolio. 
 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.  In addition, shareholders of the Portfolio 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.  It is anticipated that proxies and 
proxy statements will be mailed to shareholders on or about February 7, 1997.

	The Investment Company Act of 1940, as amended (the "1940 Act"), 
provides that Proposal No. 1 requires approval by an affirmative vote of the 
holders of a "majority of the outstanding voting securities" of the Portfolio. 
As used in the proxy statement, 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.

	For purposes of determining the presence of a quorum for transacting 
business at the Meeting, abstentions and broker "non-votes" (i.e., proxies 
from brokers or nominees indicating that such persons have not received 
instructions from the beneficial owner or other persons entitled to vote 
shares on a particular matter with respect to which the brokers or nominees do 
not have discretionary power) will be treated as shares that are present but 
which have not been voted.  For this reason, abstentions and broker "non-
votes" will have the effect of a "no" vote for purposes of obtaining the 
requisite approval of Proposal No. 1.

	In the event that sufficient votes in favor of the proposal set forth in 
the Notice of Meeting and this Proxy Statement are not received by the time 
scheduled for the Meeting, the persons named as proxies may move one or more 
adjournments of the Meeting to permit further solicitation of proxies with 
respect to the proposal.  Any such adjournment will require the affirmative 
vote of a majority of the shares present at the Meeting.  The persons named as 
proxies will vote in favor of such adjournment those shares which they are 
entitled to vote and which have voted in favor of the proposal. 

	Shareholders of record of the Portfolio at the close of business on 
January 31, 1997 (the "Record Date") will be entitled to be present and to 
vote at the Meeting.  Each share of beneficial interest is entitled to one 
vote and any fractional shares are entitled to proportionate fractional votes. 
 On the Record Date  there were *** outstanding  shares of beneficial interest 
of the Portfolio.  As of the Record Date, no single shareholder or "group" (as 
that term is used in Section 13(d) of the Securities Exchange Act of 1934), 
beneficially owned more than 5% of the outstanding shares of the Portfolio.  
In addition, all Trustees and officers of the Trust, as a group, owned less 
than 1% of the outstanding shares of the Portfolio on such date.

PROPOSAL 1:	TO APPROVE OR DISAPPROVE A NEW
	MANAGEMENT AGREEMENT BETWEEN THE TRUST
ON BEHALF OF THE PORTFOLIO AND THE PORTFOLIO'S 
CURRENT INVESTMENT MANAGER, SMITH BARNEY MUTUAL
FUNDS MANAGEMENT INC.

	Background

	SBMFM currently serves as the investment manager for the Portfolio 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 Advisors for the 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 any Advisors to the Portfolio.  The Portfolio itself pays no 
fees to any Advisor.

	The Advisors currently employed by the Manager to serve the Portfolio 
are Pilgrim Baxter & Associates, Inc. ("PBA") and Mellon Capital Management 
Corporation ("MCM") which manage approximately thirty percent (30%) and 
seventy percent (70%), respectively, of the Portfolio's assets.  The Trusts 
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.  With respect to the portion of the Portfolio's net assets 
allocated to PBA, the 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 MCM, 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 PBA receiving of 0.30% and MCM receiving 
0.15% of the first $200 million of the average daily value of the net assets 
allocated to it, 0.10% of the next $100 million and 0.05%  thereafter. 

	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, that, among other things: (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 
changes to the Current Investment Management Agreement between the Trust and 
the Manager would still require shareholder approval
	
	Throughout the Fall of 1996, the Manager apprised the Board of on-going 
discussions with one of the Portfolio's current Advisors regarding the level 
of fees.  The Manager had been informed that due to increasing demand for 
small capitalization investment advisory services, the fee payable to this 
Advisor (which had been set five years prior) was no longer competitive.  For 
this reason, this Advisor entered into discussions with the Manager about 
possibly terminating its agreement with the Portfolio.  At the same time, the 
Manager undertook a survey of existing small capitalization investment 
advisors to ascertain their capacity and current fees.  Based on these 
factors, the Manager requested 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 Portfolio, so that it in turn could increase the 
fee payable to current and prospective Advisors.

	The Trustees of the Trust met on December 16, 1996 with respect to the 
Portfolio to consider the new management fee proposed by the Manager. At this 
meeting, the Trustees who are not interested persons of the Trust (the "Non-
Interested Trustees") 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 Portfolio for their approval.

	As contemplated by the Exemption, the Manager proposes to negotiate and 
enter into, subject to approval of the Board of Trustees, investment advisory 
agreements with one or more current or prospective Advisors to the Portfolio 
utilizing the flexibility provided by the proposed increase in the management 
fee to compensate these Advisors at more competitive rates.  It is therefore 
not anticipated that the increase in the management fee will result in 
increased profitability to the Manager.

	Exhibit A 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 Portfolio during the fiscal year ended 
August 31, 1996:  (a) the actual operating expenses for the 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 Portfolio.  
Actual expenses may vary from year to year and may be higher or lower than 
those shown below

	Actual	Pro Forma
Small Capitalization Growth Investments	(as of 8/31/96)	(as of 8/31/96)
	

Shareholder Transaction Expenses
Maximum sales charge imposed 	None	None

Maximum annual TRAK Fee	1.50%	1.50%
______________________________________________________________________________
___

Annual Operating Expenses
	(as a percentage of average 
	net assets) 
	Management fees	0.74%	0.85%*
	12b-1 fees	None	None
	Other expenses	0.26	0.26

Total Operating
	Expenses	1.00%	1.11%
________________
 
*	The 0.20% increase in management fees corresponds to a 0.11% increase on 
the portfolio's net assets as a result of the allocation between the 
portfolio's advisors.


Example

	The following examples are intended to assist an investor 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	$78	$133	$284	
Proposed Fee	$21	$80	$139	$294


	The following table shows on a comparative basis for the fiscal year 
ended August 31, 1996 the 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 the 
Proposed Management Agreements are calculated daily based on the net assets of 
the 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	Pro Forma Aggregate	Difference	
		Fiscal Year Ended	Management Fee for	between Actual
		August 31, 1996	Fiscal Year Ended	and Pro Forma
		(after fee waivers)	August 31, 1996	(as % of Actual)	
	

				$2,217,550		$2,688,427		22%

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 Portfolio. The Independent Trustees' legal counsel advised the 
Independent Trustees 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 to 
the Portfolio in the current market and regulatory environment; (2) the 
relationship of the Portfolio's proposed management fee to the fees of 
comparable mutual funds; (3) the impact of the proposed increase in management 
fee on the Portfolio's expense ratio; and (4) the relationship of the 
Portfolio's pro forma expense ratio to the expense ratios of comparable mutual 
funds.  In addition, the Trustees considered the performance of the 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 approve the Proposed Management Agreement. 

	If approved by the shareholders of the Portfolio, the Proposed 
Management Agreement would become effective as soon as practicable following 
the Meeting.  If the Proposed Management Agreement is not approved by the 
Portfolio's shareholders, the Manager will continue to serve as the 
Portfolio's Manager under the terms of the Current Management Agreement, and 
the Trustees and the Manager will endeavor to retain the services of advisors 
willing to serve under the current fee arrangement.

	If approved by shareholders 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 vote of a "majority of the outstanding voting 
securities" of the Portfolio, as defined in the 1940 Act, and, in either case, 
by the vote of a majority of the Independent Trustees cast in person at a 
meeting called for the purpose of voting on such approval.  

	
Additional Information Concerning the Manager

	SBMFM, is a registered investment adviser 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 
December 31, 1996 had aggregate assets under management in excess of $80 
billion. The principal executive offices of Travelers and Holdings are located 
at 388 Greenwich Street, New York, New York 10013. 


Your Trustees unanimously recommend that you
vote FOR the Proposed Management Agreement. 

OTHER MATTERS

	The Trustees of the Trust know of no other matters that may come before 
the Meeting.  If any such matters should properly come before the 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
February *, 1997



THE TRUST FOR TRAK INVESTMENTS
INVESTMENT MANAGEMENT AGREEMENT


July 30, 1993


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 THE TRUST FOR TRAK INVESTMENTS



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
 .60%

  Large Capitalization Growth Investments
 .60%

  Small Capitalization Growth Investments
 .80%

  International Equity Investments
 .70%

  International Fixed Income Investments
 .50%

  Emerging Markets Equity Investments
 .90%










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

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

CONSULTING GROUP CAPITAL MARKETS FUNDS - SMALL CAPITALIZATION GROWTH 
INVESTMENTS
PROXY SOLICITED BY THE BOARD OF TRUSTEES

The undersigned holder of shares of beneficial interest of Consulting Group 
Capital Markets Funds-Small Capitalization Growth Investments (the 
"Portfolio") , hereby appoints Heath B. McLendon, Lewis E. Daidone and 
Christina T. Sydor, 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 March 31, 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 [     ], 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

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

Please indicate your vote by an "X" in the appropriate box below.  This proxy, 
if properly executed, will be voted in the manner directed by the undersigned 
shareholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE 
PROPOSAL.

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








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