CERTIFICATE
The undersigned, Controller of CONSULTING GROUP
CAPITAL MARKETS FUNDS (the "Fund"), hereby certifies that
the Fund has received full payment, in accordance with
the provisions of its Prospectus, for 1,170,498,698 shares
of beneficial interest, par value $0.001 per share, the
sales of which are reported in the Fund's Rule 24f-2
Notice covering the fiscal year ended August 31, 1997 and
that the facts otherwise stated in such Notice are true.
Thomas M. Reynolds
Controller
Dated: October 7, 1997
October 7, 1997
Consulting Group Capital Markets Funds
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Consulting Group
Capital Markets Funds, a Massachusetts business trust (the
"Trust"), of a Notice (the "Notice"), pursuant to Rule 24f-2
(the "Rule") under the Investment Company Act of 1940, as
amended (the "Act"), for the Trust's fiscal year ended
August 31, 1997, the undersigned hereby provides the legal
opinion required by that Rule.
In accordance with the Rule, the Trust has registered
an indefinite number of shares of common stock, $0.001 par
value, under the Securities Act of 1933, as amended (the
"1933 Act"). The purpose of the Notice is to make definite
the registration of 1,170,498,698 shares of the Trust (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended August 31, 1997.
The undersigned is Associate General Counsel of Smith
Barney Mutual Funds Management Inc., the Trust's Investment
Manager and Administrator, and in such capacity, from time
to time and for certain purposes, acts as counsel to the
Trust. He has examined copies of the Trust's Articles of
Incorporation, its By-Laws, resolutions adopted by its Board
of Trustees, and such other records and documents as have
been deemed necessary for purposes of this opinion.
Furthermore, he has examined a Certificate of the Controller
of the Trust to the effect that the Trust received the cash
consideration for each of the Shares in accordance with the
aforementioned organizational documents and resolutions.
On the basis of the foregoing, and assuming all of the
Shares were sold in accordance with the terms of the Trust's
Prospectus in effect at the time of sale, he is of the
opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This
opinion is for the limited purposes expressed above and
should not be deemed to be an expression of opinion as to
compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the
Shares.
Very truly yours,
David Barnett
Associate General
Counsel
Smith Barney Mutual
Funds
Management Inc.
8
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Consulting Group Capital Markets Funds
222 Delaware Avenue
Wilmington, Delaware 19801
2. Name of each series or class of funds for which this
notice is filed:
Balanced Investments
Emerging Markets Equity Investments
Government Money Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Value Equity Investments
Large Capitlization Growth Investments
Municipal Bond Investments
Mortgage Backed Investments
Small Capitalization Value Equity Investments
Small Capitalization Growth Investments
Long-Term Bond Investments
3. Investment Company Act File Number:
811-6318
Securities Act File Number:
33-40823
4. Last day of fiscal year for which this notice is filed:
August 31, 1997
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration:
N/A
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning
of the fiscal year:
0 SHARES $0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0 SHARES $0
9. Number and aggregate sale price of securities sold
during the fiscal year:
1,170,498,698 SHARES $4,513,657,841
10 Number and aggregate sale price of securities sold
. during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
Balanced Investments
5,454,749 SHARES
$60,809,987
Emerging Markets Equity Investments
27,692,799 SHARES
$252,871,931
Government Money Investments
864,670,418 SHARES
$864,670,418
Intermediate Fixed Income Investments
24,710,760 SHARES
$198,168,448
International Equity Investments
69,723,156 SHARES
$730,458,155
International Fixed Income Investments
6,058,105 SHARES
$52,858,845
Large Capitalization Value Equity Investments
49,908,290 SHARES
$651,646,727
Large Capitalization Growth Investments
42,954,358 SHARES
$651,933,919
Municipal Bond Investments
3,733,836 SHARES
$31,506,115
Mortgage Backed Investments
6,125,811 SHARES
$48,454,707
Small Capitalization Value Equity Investments
22,265,765 SHARES
$270,734,989
Small Capitalization Growth Investments
37,817,355 SHARES
$622,999,791
Long-Term Bond Investments
9,383,296 SHARES
$76,543,809
11 Number and aggregate sale price of securities issued
. during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
INCLUDED IN ITEM 9
12 Calculation of registration fee for Balanced
a. Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_60,809,987___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_32,816,005____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_27,993,982___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $
8,483.02__________
12 Calculation of registration fee for Emerging Markets
b. Equity Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_252,871,931___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_140,187,007____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_122,684,924___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$_34,146.95_____________
12 Calculation of registration fee for Government Money
c. Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_864,670,418___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-_$ 754,144,058____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_110,526,360___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 33,492.84
_____________
12 Calculation of registration fee for Intermediate Fixed
d. Income Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_198,168,448___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_116,264,487____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_81,903,961___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$_24,819.38_____________
12 Calculation of registration fee for International Equity
e. Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$ 730,458,155________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_458,775,537_________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$ 271,682,618_________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: _$ 82,328.07
_____________
12 Calculation of registration fee for Large Capitalization
f. Value Equity Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_651,646,727___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_651,646,727____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$ _0__________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __$ 0
_____________
12 Calculation of registration fee for Large Capitalization
g. Growth Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_651,933,919___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_426,880,873____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_225,053,046___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __$
68,197.89_______
12 Calculation of registration fee for Municipal Bond
h. Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_31,506,115___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_28,079,489____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_3,426,626___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: _$ 1,038.37
_____________
12 Calculation of registration fee for Mortgage Backed
i. Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_48,454,707___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_36,312,247____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$ 12,142,460__________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: _$ 3,679.53
_____________
12 Calculation of registration fee for Small Capitalization
j. Value Equity Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_270,734,989___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_268,911,207____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_1,823,782___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __$
552.66_____________
12 Calculation of registration fee for Small Capitalization
k. Growth Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_622,999,791___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $ 380,170,033____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$ _242,829,758___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: _$ 73,584.78
_____________
12 Calculation of registration fee for Long-Term Bond
l. Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_76,543,809___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_57,318,892____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$_19,224,917___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: _$ 5,825.73
_____________
12 Calculation of registration fee for International Fixed
m Income Investments:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_52,858,845___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
- $_43,275,876____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
$ 9,582,969___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: _$ 2,903.93
_____________
Instruc Issuers should complete lines (ii), (iii), (iv),
tion: and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13 Check box if fees are being remitted to the Commission's
. lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17
CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title)*
___________________________________
_Thomas M.
Reynolds - Controller_______
Date _10/07/97_
*Please print the name and title of the signing officer
below the signature.
