CONSULTING GROUP CAPITAL MARKETS FUNDS, 485APOS, 1999-01-15

CONSULTING GROUP CAPITAL MARKETS FUNDS
485APOS, 1999-01-15

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As filed with the Securities and Exchange Commission on
January 15, 1999
Registration No. 33-40823
811-6318

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X
Pre-Effective Amendment No. _______

Post-Effective Amendment No. 24 X

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940

Amendment No. 24 X

CONSULTING GROUP CAPITAL MARKETS FUNDS
(Exact name of Registrant as Specified in Charter)

222 Delaware Avenue, Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:
(302) 888-4104

Christina T. Sydor
Consulting Group Capital Markets Funds
388 Greenwich Street, 22nd Floor
New York, New York 10013
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)

on (date) pursuant to paragraph (b) of Rule 485

60 days after filing pursuant to paragraph (a)(1)

on (date) pursuant to paragraph (a)(1)

XXX 75 days after filing pursuant to paragraph (a)(2)

on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Title of Securities Being Registered:
Shares of Beneficial Interest, par value $0.001 per share.

PART A

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CONSULTING GROUP ADD CONSULTING GROUP LOGO HERE
Capital Markets Funds

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MULTI-STRATEGY MARKET NEUTRAL
INVESTMENTS

Prospectus
__________, 1999

The Securities and Exchange Commission has not approved the portfolio's shares
as an investment or determined whether this prospectus is accurate or complete.
Any statement to the contrary is a crime.
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Table of Contents Multi-Strategy Market Neutral Investments
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Summary.........................................................................
Investment objective..................................................
Principal investments.................................................
Principal strategies..................................................
Principal risks.......................................................
Fees and expenses.....................................................
The Portfolio's Investments.....................................................
The Manager and Subadvisors.....................................................
Advisory Service................................................................
Investment and Account Information..............................................
Purchase of shares....................................................
Redemption of shares..................................................
Exchange of shares....................................................
Valuation of Shares.............................................................
Dividends and Distributions.....................................................
Taxes...........................................................................
For More Information about the Portfolio........................................

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The role of the Consulting Group
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The Consulting Group, a division of Mutual Management Corp. ("MMC"), serves as
the manager for Multi-Strategy Market Neutral Investments (the "Portfolio"). As
manager, the Consulting Group selects and oversees professional money managers
who are responsible for investing the assets of the Portfolio. MMC is a wholly-
owned subsidiary of Salomon Smith Barney Holdings Inc., which in turn is a
wholly-owned subsidiary of Citigroup Inc. Citigroup, Inc's businesses produce a
broad range of financial services , asset management, banking and consumer
finance, credit and charge cards, insurance, investments, investment banking and
trading , and use diverse channels to make them available to consumer and
corporate customers around the world.

The Portfolio is part of a series of portfolios which comprise the Consulting
Group Capital Market Funds (the "Trust"). The Trust is a series company that
consists of the Portfolio and the following additional portfolios which are
offered in a separate prospectus, a copy of which can be obtained from any SSB
Financial Consultant:

. Government Money Investments
. Intermediate Fixed Income Investments
. Long-Term Bond Investments
. Municipal Bond Investments
. Mortgage Backed Investments
. High Yield Investments
. Balanced Investments

. Large Capitalization Value Equity Investments
. Large Capitalization Growth Investments
. Small Capitalization Value Equity Investments
. Small Capitalization Growth Investments
. International Equity Investments
. International Fixed Income Investments
. Emerging Markets Equity Investments

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An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
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Summary Multi-Strategy Market Neutral Investments
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Investment objective

Long-term capital appreciation
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Principal investments

The Portfolio invests primarily in securities of U.S. companies of various
market capitalizations. A portion of the Portfolio's assets may be invested in
securities of companies located outside the U.S. The manager allocates the
assets among subadvisers employing three portfolio management strategies:

. Convertible arbitrage
. Merger arbitrage
. Equity market neutral

The Portfolio attempts through these strategies to limit its exposure to general
stock market movements by taking both long and short positions in securities.
Since the long positions generally increase in price in a rising market (and
decrease in a declining market), and short positions generally incur losses in a
rising market (and profit from market declines), the long and short positions
tend to cancel out the effect of general stock market trends. The Portfolio
seeks to profit either by identifying price differentials among related
securities and inefficiencies in the market's pricing of certain securities, in
the case of convertible arbitrage or merger arbitrage, or by selecting
undervalued stocks for its long positions and overvalued stocks for its short
positions, in the case of equity market neutral. The Portfolio's strategies are
intended to produce favorable returns regardless of the general trend in the
market and to minimize the risks associated with investing in the equity
markets. However, there is no assurance that such favorable returns will be
achieved.

Principal strategies

Convertible Arbitrage. A portion of the Portfolio's assets are invested in
accordance with a convertible arbitrage strategy. The Trust has retained Calamos
Asset Management to implement this strategy for the Portfolio. Convertible
arbitrage consists of buying debt securities, preferred stocks and other
securities convertible into common stock and hedging a portion of the equity
risk inherent in these securities. This hedging is achieved by selling short
some or all of the common stock issuable upon exercise of the convertible
security. If the market price of the common stock increases above the conversion
price on the convertible security, the price of the convertible security will
increase. The Portfolio's increased liability on the short position would, in
whole or in part, reduce this gain. If the price of the common stock declines,
any decline in the price of the convertible security would offset the
Portfolio's gain on the short position. The Portfolio profits from this strategy
by receiving interest and/or dividends on the convertible security and by
adjusting the amount of equity risk that is hedged by short sales.

In selecting securities for the Portfolio, Calamos:

. analyzes the default risk on the convertible security using traditional
credit analysis
. employs fundamental equity analysis to determine the capital appreciation
potential of the common stock into which the security is convertible
. considers the risk/return potential of a convertible hedge strategy with
respect to the security
. considers the diversification of the Portfolio and other portfolio
composition criteria

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CO-SUBADVISORS

The Portfolio's assets are allocated among three subadvisors according to the
following percentages:
Pegasus Investment, Inc. - 33.3%, State Street Global Advisors - 33.3%, Calamos
Asset Management - 33.3%. Changes to this allocation greater than 10% of the
Portfolio's assets will be made by the Board of Trustees.

PEGASUS INVESTMENTS, INC.
One Boston Place
Boston, Massachusetts 02108

PORTFOLIO MANAGERS
Paul B. Kopperl
Andrew D. Kopperl
Brian M.O. Kopperl and
Douglas E. Francis,
who are the president, director, managing director and managing
director, respectively, of Pegasus Investments.

STATE STREET GLOBAL ADVISORS
Two International Place
Boston, Massachusetts 02110

PORTFOLIO MANAGERS
David A. Hanna
Peter B. Wiley
Jeffrey P. Adams and
Peter M. Stonberg,
each of whom is a principal of SSGA.

CALAMOS ASSET MANAGEMENT
1111 East Warrenville Road
Naperville, Illinois 60563

PORTFOLIO MANAGERS
John P. Calamos
Nicholas P. Calamos
John P. Calamos, Jr.,
who are the president and chief investment officer, managing director
and vice president, respectively, of Calamos.
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In its equity and credit analysis, Calamos considers:

. The issuer's financial soundness
. Interest and dividend coverage
. Earnings and cash-flow forecasts
. Quality of management

In determining the appropriate portion of the Portfolio's equity exposure to
hedge, Calamos considers:

. The general outlook for interest rates and equity markets
. The availability of stock to sell short
. Expected returns and volatility

Merger Arbitrage. A portion of the Portfolio's assets are allocated to a merger
arbitrage strategy. The Trust has appointed Pegasus Investments to implement
this strategy for the Portfolio. Merger arbitrage is designed to profit from the
successful completion of announced merger and acquisition transactions involving
publicly owned companies. The Portfolio does not speculate on unannounced
transactions or where a definitive agreement does not exist. A number of trading
practices may be employed to capture the potential profit of merger and
acquisition transactions. Typically, the Portfolio establishes merger arbitrage
positions by purchasing the shares of a target company at a discount to the
value of the acquisition consideration (whether cash or securities) and, when
the consideration is shares of the acquiring company, by selling a number of
shares of the acquiring company short based on the exchange ratio specified in
the merger agreement. Hedging the target shares against the acquisition
consideration produces the merger arbitrage profit spread,effectively the
discount to the merger consideration at which the target company trades,which
will be received by the Portfolio upon the transaction closing. Such merger
arbitrage positions both establish defined trading profit spreads and also are
intended to provide an overall portfolio hedge against general market
volatility. The merger arbitrage spread is available because of:

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. Market perception that the transaction may be delayed, renegotiated or
cancelled
. The time value of money, that is, the discount an investor is willing to
accept when selling shares today instead of waiting for the merger and
acquisition transaction to close
. Market, industry or company specific events which create trading
opportunities during the course of a merger and acquisition transaction

Pegasus Investments seeks to achieve high absolute returns on investments with
low volatility and minimal correlation to general changes in the U.S. equity
markets. Pegasus Investments intends to maintain positions that are
substantially hedged and diversified principally among U.S. issuers involved in
merger and acquisition transactions with respect to which a definitive agreement
has been signed and approved by the Board of Directors of the companies
involved. In selecting transactions in which to invest, Pegasus Investments
focuses on preservation of capital and minimalization of risks. Pegasus
Investments also evaluates among other things:

. The strategic rationale for the merger and acquisition transaction
. The terms, conditions and valuation of the transaction
. The financial and competitive business condition of the merging companies and
the industries in which they participate
. Regulatory, financing and business contingencies to the transaction
. Trading liquidity and downside risk assessment
. Its ability to diversify among specific transactions and industries

Equity Market Neutral. A portion of the Portfolio's assets are invested in
accordance with an equity market neutral strategy. The Trust has appointed SSGA
to manage this portion of the Portfolio. Using this strategy, SSGA purchases
stocks of companies it believes are undervalued and will outperform the equity
markets. At the same time, it sells short the stocks of companies it believes
are overvalued and will underperform the general market. The stocks purchased
and sold short frequently have similar characteristics such as capitalization
and industry, so that changes in price arising solely from general market
movements may be expected to be offset by the long and short positions. Positive
returns generally occur when the Portfolio's stock selection strategy
establishes long positions which appreciate more than its short positions in a
rising market and short positions which depreciate more than its long positions
in a falling market.

In selecting stocks and short positions for the Portfolio, SSGA focuses upon a
stock's current relative value and the company's future earnings potential. SSGA
looks for the following to identify long and short positions for the Portfolio:

. Valuations relative to book value, cash flow, sales and earnings
. Changes in earnings estimate relative to the price
. Whether there is a consensus among analysts
. Changes in individual earnings estimates

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Short Sales
Each of the Portfolios' strategies employ short sales to a significant degree.
In a short sale, the Portfolio borrows securities from a broker and sells the
borrowed securities. The proceeds of the sale are generally used to secure the
Portfolio's obligation to the lending broker and are invested in liquid
securities. Since the Portfolio is obligated to return the borrowed securities,
the Portfolio will benefit from a short sale if the market price of the security
sold short declines in value because the Portfolio would have to pay less to
replace the borrowed security. The Portfolio will incur a loss if the security
increases in price because the Portfolio would have to pay more to replace the
borrowed security.
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Principal risks

An investment in the Portfolio involves specific risks relating to the nature of
its investment strategies. You should invest in the Portfolio only if you are
capable of bearing these risks.

Equity Securities. Although the Portfolio's strategies attempt to neutralize the
effect of general trends in the equity markets, your investment in the Portfolio
is subject to the risks associated with investing in equity securities
generally. Equity securities, particularly common stocks, have historically
generated higher average returns than fixed income securities but have also
experienced significantly more volatility in those returns. You could lose money
on your investment or the Portfolio might not perform as well as other
investments if any of the following occurs:

. Equity markets drop in price, experience significant volatility, or perform
poorly relative to fixed income investments
. An adverse event, such as an unfavorable earnings report, depresses the price
of a particular company's stock or reduces trading liquidity
. A subadvisor is incorrect about the attractiveness, value or potential
appreciation or depreciation of a particular investment

Short Sales. Short sales are an integral part of each of the Portfolio's
strategies. Short sales involve risks, including:

. The Portfolio may incur a loss as a result of a short sale if the market
value of the borrowed security increases between the date of the short sale
and the date the Portfolio replaces the security

. The Portfolio may be unable to repurchase the borrowed security at a
particular time or at an acceptable price. When the Portfolio is short a
security, the lender may terminate the loan at a time when the Portfolio is
unable to borrow the same security from another lender. When this happens the
Portfolio is required to close out its short position at the current market
price
. Although the Portfolio's gain is limited to the amount received upon selling
a security short, its potential loss is unlimited.
. The Portfolio might be unable to implement these strategies because of the
lack of attractive short sale opportunities

Merger Arbitrage. Generally, there may be a risk of insufficient merger
arbitrage investment opportunities to implement this strategy in the event of a
significant reduction in public company merger and acquisition activity. In
addition to risks generally associated with equity securities and short sales,
merger arbitrage involves the risk of loss in the event:

. A proposed transaction is not completed, is negatively renegotiated or is
delayed and the price of the target company's securities declines. This
failure or delay may result from regulatory restrictions, negative
competitive or financial developments, the inability to obtain shareholder
approval, the absence of financing or other transaction contingencies.
Because the market price of the target's securities will generally have risen
significantly in response to the proposed transaction, the corresponding
market decline may be substantial
. In the event of the failure of a merger transaction or a significant delay in
its completion, the price of the stock of the acquiring company, which the
Portfolio has sold short, may increase significantly

Convertible Arbitrage. In addition to the risks associated with equity
securities and short sales, convertible arbitrage also entails risk associated
with fixed income securities. These risks include:

. If interest rates go up, the prices of fixed income securities tend to
decline
. The issuer of a security owned by the Portfolio may default on its obligation
to pay principal and/or interest or its credit rating may be downgraded

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All strategies. Each of the strategies is based to some extent on historical
correlations between the price movements of different securities. In some market
conditions, these historical correlations may not reflect current market
conditions and may cause a subadvisor's judgments about the attractiveness of
particular securities or strategies to be incorrect. This may result in the
Portfolio incurring a loss or the Portfolio's net asset value being more
volatile than if these strategies were not used.

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Fees and Expenses

This table describes the fees and expenses you may pay if you buy and hold
shares of the Portfolio and is based upon estimated expenses for the Portfolio's
current fiscal year.

Shareholder fees None
(fees paid directly from your investment)

Maximum annual TRAK(R) fee 1.50%

Annual Portfolio operating expenses
(expenses that are deducted from Portfolio
assets)

Management fees 1.95%
Administration 0.20%
Other expenses 0.35%
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Total annual Portfolio operating expenses 2.50%

Example

This is intended to help you compare the cost of investing in the Portfolio with
the cost of investing in other mutual funds. Your actual costs may be higher or
lower.

The example assumes:

. You invest $10,000 in the Portfolio for the time periods indicated;
. You redeem at the end of each period;
. Your investment has a 5% return each year; and
. The Portfolio's operating expenses remain the same.

Under these assumptions, your costs including the maximum annual TRAK(R) fee,
would be:

After 1 After 3 After 5 After 10
year years years years

$ $ $ $

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The Portfolio's Investments
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The Summary describes the Portfolio's investment objective and its principal
investment strategies and risks. This section provides some additional
information about the Portfolio's investments and certain investment management
techniques the Portfolio may use. More information about the Portfolio's
investments and portfolio management techniques, some of which entail risk, is
included in the Statement of Additional Information (SAI).

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Percentage Limits

Some Portfolio policies in this section and in the summary are stated as a
percentage of assets. These percentages are applied at the time of purchase of a
security and subsequently may be exceeded because of changes in the value of the
Portfolio's investments.
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Equity Investments. Equity securities include exchange-traded and over-the-
counter common and preferred stocks, warrants, rights, convertible securities,
depositary receipts and shares, trust certificates, limited partnership
interests, shares of other investment companies and real estate investment
trusts and equity participations.

Convertible Securities. Convertible securities include debt obligations and
preferred stock of an issuer which are convertible at a stated exchange rate
into common stock of the issuer. Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar quality.
As with all fixed income securities, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to increase as
interest rates decline. However, when the market price of the common stock
underlying a convertible security exceeds the conversion price, the convertible
security tends to reflect the market price of the underlying common stock. As
the market price of the underlying common stock declines, the convertible
security tends to trade increasingly on a yield basis, and thus may not decline
in price to the same extent as the underlying common stock. Convertible
securities rank senior to common stocks in an issuer's capital structure and
consequently entail less risk than the issuer's common stock.

Foreign Securities. Investments in securities of foreign entities and securities
quoted or denominated in foreign currencies involve special risks. The Portfolio
may invest in foreign securities directly or in the form of depository receipts.
The risk of foreign investment include possible political and economic
instability and the possible imposition of exchange controls or other
restrictions on investments. If the Portfolio invests in securities denominated
or quoted in currencies other than the U.S. dollar, changes in foreign currency
rates relative to the U.S. dollar will affect the U.S. dollar value of the
Portfolio's assets.

Economic and monetary union (EMU) in Europe occurred on January 1, 1999, when 11
European countries adopted a single currency - the euro. The full conversion to
the euro is being phased in over a three year period, during which time
valuation, systems and other operational problems may occur in connection with
the Portfolio's investments quoted in the euro. For participating countries, EMU
means sharing a single currency and single official interest rate and adhering
to agreed upon limits on government borrowing. Budgetary decisions remain in the
hands of each participating country, but are subject to each country's
commitment to avoid "excessive deficits" and other more specific budgetary
criteria. A European Central Bank is responsible for setting the official
interest rate to maintain price stability within the euro zone. EMU is driven by
the expectation of a number of economic benefits, including lower transaction
costs, reduced exchange risk, greater competition, and a broadening and
deepening of European financial markets. However, there are a number of
significant risks associated with EMU. Monetary and economic union on this scale
has never been attempted before. There is a significant degree of uncertainty as
to whether participating countries will remain committed to EMU in the face of
changing economic conditions. This uncertainty may increase the volatility of
the international markets.

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Defensive investing The Portfolio may depart from its principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions in all types of money market and short term
debt securities. The Portfolio's investment in these assets is managed by MMC.

Impact of high portfolio turnover The Portfolio may engage in active and
frequent trading to achieve its principal investment strategies. This may lead
to the realization and distribution to shareholders of higher capital gains,
which would increase their tax liability. Frequent trading also increases
transaction costs, which could detract from the Portfolio's performance.

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The Manager
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The manager. The Consulting Group was established to match the investment needs
of institutional investors and substantial individual investors with appropriate
and well-qualified investment advisers. Since 1973, the Consulting Group has
grown to become one of the nation's foremost organizations providing portfolio
evaluation, asset allocation, market analysis and investment adviser selection
services.

The subadvisors. The subadvisors are responsible for the day-to-day investment
operations of the Portfolio in accordance with the Portfolio's investment
objectives and policies. The name and address of each subadvisor, and the name
and background of each portfolio manager, is included in the Summary. To find
out how to obtain an SAI, please turn to the back cover of this prospectus.

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The Evaluation Process

The Consulting Group screens more than 3,000 registered investment advisory
firms, tracks the performance of more than 700 firms on its comprehensive
database and evaluates the strength and performance of advisory firms in
Consulting Group programs each year. Throughout the evaluation, the Consulting
Group focuses on a number of key issues:

. level of expertise
. relative performance and consistency of performance
. strict adherence to investment discipline or philosophy
. personnel, facility and financial strength
. quality of service and communication.
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The subadvisor selection process. The Consulting Group serves as the manager for
the Portfolio. Subject to the review and approval of the Portfolio's trustees,
the Consulting Group is responsible for selecting, supervising and evaluating
subadvisors who manage the Portfolio's assets. The Consulting Group employs a
rigorous evaluation process to select those subadvisors that have distinguished
themselves through consistent and superior performance. The Consulting Group has
retained Hedge Fund Research, Inc. to provide statistical and other factual
information with respect to the Portfolio's subadvisors and potential
subadvisors. For such services, the Consulting Group pays Hedge Fund Research,
Inc. a fee equal on an annual basis to 0.10% of the Portfolio's average daily
net assets.

The Consulting Group is also responsible for communicating performance
expectations and evaluations to the subadvisors and ultimately recommending to
the Board of Trustees whether a subadvisor's contract should be renewed. The
Consulting Group provides written reports to the Trustees regarding the results
of its evaluation and monitoring functions.

The Portfolio relies upon an exemptive order from the Securities and Exchange
Commission which permits the manager to select new subadvisors or replace
existing subadvisors without first obtaining shareholder approval for the
change. The Trustees, including a majority of the "non-interested" Trustees,
must continue to approve each new subadvisory contract. This allows the manager
to act more quickly to change subadvisors when it determines that a change is
beneficial to shareholders by avoiding the delay of calling and holding
shareholder meetings to approve each change. In accordance with the exemptive
order, the Portfolio will provide investors with information about each new
subadvisor and its subadvisory contract within 90 days of the engagement of a
new subadvisor.

Management Fees. The Consulting Group receives fees from the Portfolio for its
services at an annual rate of 1.95% of its average daily net assets. In turn,
the Consulting Group pays the subadvisors a portion of this fee for their
services. In addition, the Portfolio pays MMC a fee at an annual rate of 0.20%
of the Portfolio's average daily net assets for administration services.

Possible Conflict of Interest. The advisory fee paid by each portfolio in the
Trust to the manager and the portion of that advisory fee paid by the manager to
each subadvisor varies depending upon the portfolio of the Trust selected. For
this reason, the manager could retain a larger portion of the advisory fee by
recommending certain portfolios in the Trust

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over other portfolios for asset allocation. You should consider this possible
conflict of interest when evaluating the manager's asset allocation
recommendation. The manager intends to comply with standards of fiduciary duty
that require it to act solely in the best interest of a participant when making
investment recommendations.

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Advisory Services
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Shares of the Portfolio are available to participants in advisory programs
sponsored by Salomon Smith Barney, including the TRAK Personalized Investment
Advisory Service, or other investment advisors approved by the Consulting Group.
The advisory services provide investors with asset allocation recommendations,
which are implemented through the Portfolio.

Advisory services generally include:
. evaluating the investor's investment objectives and time horizon
. analyzing the investor's risk tolerance
. recommending an allocation of assets among the portfolios in the
Trust
. providing monitoring reports containing an analysis and evaluation of
an investor's account and recommending any changes

While an advisory service makes a recommendation, the ultimate investment
decision is normally up to the investor and not the provider of the advisory
service.

Under an advisory service, an investor typically pays an advisory fee that may
vary based on a number of factors. The maximum fee for assets invested in the
Trust under a Salomon Smith Barney advisory service is 1.50% of average quarter-
end net assets. This fee may be reduced in certain circumstances. The fee under
a Salmon Smith Barney advisory program may be paid either by redemption of
shares of the Trust or by separate payment.

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Investment and Account Information
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Account Transactions

Purchase of Shares. You may purchase shares of the Portfolio if you are a
participant in an advisory program sponsored by Salomon Smith Barney, including
TRAK(R), or by investment advisers not affiliated with Salomon Smith Barney.
Purchases of shares of the Portfolio must be made through a brokerage account
maintained with Salomon Smith Barney or through a broker that clears securities
transactions through Salomon Smith Barney (an introducing broker). You may
establish a brokerage account with Salomon Smith Barney free of charge in order
to purchase shares of the Portfolio.

- The minimum initial aggregate investment in the TRAK program is
$10,000. The minimum investment in the Portfolio is $100.
- There is no minimum on additional investments.
- The minimum initial aggregate investment in the Trust for employees of
Salomon Smith Barney and members of their immediate families, and
retirement accounts or plans for those persons, is $5,000.
- The Portfolio may vary or waive the investment minimums at any time.
- You may establish a Systematic Withdrawal/Investment Schedule. For
more information, contact your Investment Professional or consult the
SAI.

Shares of the Portfolio are sold at net asset value per share without imposition
of a sales charge but will be subject to any applicable advisory program fee.
All orders to purchase accepted by Salomon Smith Barney or the introducing
broker before 4:00 p.m., Eastern time, will receive that day's share price.
Orders accepted after 4:00 p.m. will receive the next day's share price. All
purchase orders must be in good order. The Portfolio reserves the right to
reject purchase orders or to stop offering its shares without notice. No order
will be accepted unless Salomon Smith Barney has received and accepted an
advisory agreement signed by the investor.

Payment for shares must be received by Salomon Smith Barney or the introducing
broker within three business days after the order is placed. Salomon Smith
Barney will effect the purchase of shares at the end of the third business day
following receipt of the order (the settlement date). If your payment is
received before the settlement date it will be held in your brokerage account
or, if you request, in a Salomon Smith Barney money market fund until the
settlement date. Salomon Smith Barney or its affiliates may benefit from
temporary use of the funds and, if the funds are held in a money market account,
may earn fees on the funds.

Redemption of Shares. You may sell shares of the Portfolio at net asset value on
any day the New York Stock Exchange is open by contacting your broker. All
redemption requests accepted by Salomon Smith Barney or an introducing broker
before 4:00 p.m. Eastern time on any day will be executed at that day's share
price. Orders accepted after 4:00 p.m. will be executed at the next day's price.
All redemption orders must be in good form, which may require commonly required
documentation to assure the safety of your account. If you discontinue your
Salomon Smith Barney advisory service, you must redeem your shares in the
Portfolio.

The Portfolio has the right to suspend redemptions of shares and to postpone the
transmission of redemption proceeds to a shareholder's account at Salomon Smith
Barney or at an introducing broker for up to seven days, as permitted by law.
Redemption proceeds held in an investor's brokerage account generally will not
earn any income and Salomon Smith Barney or the introducing broker may benefit
from the use of temporarily uninvested funds. A shareholder who pays for shares
of the Portfolio by personal check will be credited with the proceeds of a
redemption of those shares after the purchaser's check has cleared, which may
take up to 15 days or more.

Exchange of Shares. An investor that participants in an advisory program may
exchange shares in the Portfolio for shares in any other portfolio in the Trust
at net asset value without payment of an exchange fee. Be sure to consider

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the investment objectives and policies of any Portfolio into which you make an
exchange. An exchange is a taxable transaction except for exchanges within a
retirement account.

The Consulting Group may limit additional exchanges and/or purchases by a
shareholder if it determines that the shareholder is pursuing a pattern of
frequent exchanges. Excessive exchange transactions can adversely affect a
Portfolio's performance, hurting the Portfolio's other shareholders. If the
Consulting Group discovers a pattern of frequent exchanges, it will provide
notice in writing or by telephone to the shareholder at least 15 days before
suspending his or her exchange privilege. During the 15-day period the
shareholder will be required either to redeem his or her shares in the Portfolio
or establish an allocation which the shareholder expects to maintain for a
significant period of time.

Accounts with Low Balances. If your account falls below $7,500 as a result of
redemptions (and not because of performance or payment of the Salomon Smith
Barney Advisory Service fees), Salomon Smith Barney or the introducing broker
may ask you to increase the size of your account to $7,500 within thirty days.
If you do not increase the account to $7,500, Salomon Smith Barney may redeem
the shares in your account at net asset value and remit the proceeds to you. The
proceeds will be deposited in your brokerage account unless you instruct
otherwise.

Valuation of shares

The Portfolio offers its shares at their net asset value per share. The
Portfolio calculates its net asset value once daily as of the close of regular
trading on the New York Stock Exchange (generally at 4:00 p.m., New York time)
on each day the exchange is open. If the exchange closes early, the Portfolio
accelerates calculation of net asset value and transaction deadlines to the
actual closing time.

The Portfolio generally values its fund securities based on market prices or
quotations. The Portfolio's currency conversions, if any, are done when the
London stock exchange closes. When market prices are not available, or when the
Consulting Group believes they are unreliable or that the value of a security
has been materially affected by events occurring after the securities or
currency exchanges close, the Portfolio may price those securities at fair
value. Fair value is determined in accordance with procedures approved by the
Portfolio's Board of Trustees. A mutual fund that uses fair value to price
securities may value those securities higher or lower than another fund using
market quotations to price the same securities.

International markets may be open, and trading may take place, on days when U.S.
markets are closed. For this reason, the values of foreign securities owned by
the Portfolio could change on days when shares of the Portfolio cannot be bought
or sold.

Year 2000 issue

Information technology experts are concerned about computer systems' ability to
process date-related information on and after January 1, 2000. This situation,
commonly known as the "Year 2000" issue, could have an adverse impact on the
Portfolio. The manager and Salomon Smith Barney are addressing the Year 2000
issue for their systems. The Portfolio has been informed by its other service
providers that they are taking similar measures. Although the Portfolio does not
expect the Year 2000 issue to adversely affect it, the Portfolio cannot
guarantee that the efforts of the Portfolio or its service providers to correct
the problem will be successful.

Dividends and distributions

The Portfolio intends to distribute all or substantially all of its net
investment income and realized capital gains, if any, for each taxable year. The

14
<PAGE>

Portfolio declares and pays dividends, if any, from net investment income
annually. The Portfolio declares and distributes realized net capital gains, if
any, annually. All dividends and capital gains are reinvested in shares of the
Portfolio unless the shareholder elects to receive them in cash.

The Portfolio expects distributions to be primarily from capital gains, a
substantial portion of which may be short-term.

Taxes

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Transactions Federal Tax Status
- --------------------------------------------------------------------------------------------------
<S> <C>
Sales or exchange of shares. Usually capital gain or loss; long-term only
if shares owned more than one year.
- --------------------------------------------------------------------------------------------------
Distributions of long term capital gain. Long-term capital gain.
- --------------------------------------------------------------------------------------------------
Distributions of short term capital gain. Ordinary income.
- --------------------------------------------------------------------------------------------------
Dividends from net investment income. Ordinary income.
- --------------------------------------------------------------------------------------------------
Any of the above received by a retirement account Not a taxable event.
- --------------------------------------------------------------------------------------------------
</TABLE>

Long-term capital gain distributions are taxable to you as long-term capital
gain regardless of how long you have owned your shares. You may want to avoid
buying shares when the Portfolio is about to declare a capital gain distribution
or a taxable dividend, because it will be taxable to you even though it may
actually be a return of a portion of your investment.

Every January, you will receive a Form 1099 indicating your dividends and
distributions for the prior year, which are taxable as described above even if
reinvested, and your redemptions during that year. If you do not provide the
Portfolio with your correct taxpayer identification number and any required
certifications, you may be subject to backup withholding of 31% of the
Portfolio's distributions, dividends and redemption proceeds. Because each
shareholder's circumstances are different and special tax rules may apply, you
should consult your tax adviser about your investment in the Portfolio.

As noted above, investors, out of their own assets, will pay an advisory service
fee. For most investors who are individuals, this fee will be treated as a
"miscellaneous itemized deduction" for federal income tax purposes. Under
current federal income tax law, an individual's miscellaneous itemized
deductions for any taxable year will be allowed as a deduction only to the
extent the aggregate of these deductions exceeds 2% of adjusted gross income.
Such deductions are also subject to the general limitation on itemized
deductions for individuals having, in 1999, adjusted gross income in excess of
$[126,600]($[63,300] for married individuals filing separately).

15
<PAGE>

- --------------------------------------------------------------------------------
For More Information
- --------------------------------------------------------------------------------

If you want more information about the Portfolio or the other portfolios that
comprise the Trust, the following resources are available upon request.

Annual and Semiannual Reports

Additional information about the Portfolio's investments will be available in
the Portfolios' annual and semiannual reports to shareholders. The Portfolio's
annual report will contain a discussion of the market conditions and investment
strategies that significantly affected the Portfolio's performance during its
last fiscal year.

Statement of Additional Information

The Statement of Additional Information provides more detailed information about
the Portfolio and is incorporated into this prospectus by reference.

Investment Professional

The investor's financial consultant is available to answer questions about the
Portfolio or the investor's overall asset allocation program.

Investment Company Act File No. 811-xxxx

Investors can get free copies of reports and SAIs, request other information and
discuss their questions about the Portfolio by contacting their financial
consultant, or the Consulting Group at:

The Consulting Group
222 Delaware Avenue
Wilmington, Delaware 19801

Telephone: 1-800-xxx-xxxx
Email: [email protected]
Internet: http://xxxxxxxxxx.com

Investors can review the Portfolio's reports and SAI at the Public Reference
Room of the Securities and Exchange Commission. Investors can get text-only
copies for free from the Commission's Internet website at: http://www.sec.gov,
or for a fee by calling or writing to:

Public Reference Room of the Commission
Washington, D.C. 20549-6009
Telephone: 1-800-SEC-0330

================================================================================

If someone makes a statement about the Portfolio that is not in this prospectus,
you should not rely upon that information. Neither the Portfolio nor the
distributor is offering to sell shares of the Portfolio to any person to whom
the Portfolio may not lawfully sell such shares.

PART B

STATEMENT OF ADDITIONAL INFORMATION

CONSULTING GROUP CAPITAL MARKETS FUNDS
MULTI-STRATEGY MARKET NEUTRAL INVESTMENTS

March 31, 1999

222 Delaware Avenue - Wilmington, Delaware 19801 -
(212) 816-8725

This Statement of Additional Information ("SAI") supplements the
information contained in the current prospectus of Multi-Strategy
Market Neutral Investments, a separate series of the Consulting Group
Capital Markets Funds (the "Trust"), dated March 31, 1999, and should
be read in conjunction with the prospectus. The prospectus may be
obtained by contacting your Financial Consultant or by writing or
calling the Trust at the address or telephone number listed above. This
SAI, although not in itself a prospectus, is incorporated by reference
into the prospectus in its entirety.

CONTENTS

Objectives and Policies of the
Portfolio

Certain Securities, Investment
Techniques and Risk Factors

Management of the trust

Purchase of Shares

Redemption of Shares

Redemption in Kind

Net Asset Value

Determination of Performance

Taxes

Custodian and Transfer Agent

Financial Statements

OBJECTIVES AND POLICIES OF THE PORTFOLIO

The prospectus discusses the investment objective of Multi-
Strategy Market Neutral Investments (the "Portfolio") and the principal
policies employed to achieve that objective. This SAI sets out
supplemental information concerning the types of securities and other
instruments in which the Portfolio may invest, the investment policies
and strategies that the Portfolio may utilize and certain risks
associated with those investments, policies and strategies.

CERTAIN SECURITIES, INVESTMENT TECHNIQUES AND RISK FACTORS

Short Sales. The Portfolio will seek to neutralize the exposure of
its long equity positions to general equity market risk and to realize
additional gains through the use of short sales (selling a security it
does not own) in anticipation of a decline in the value of the security
sold short relative to the long positions held by the Portfolio. To
complete such a transaction, the Portfolio must borrow the security to
make delivery to the buyer. The Portfolio then is obligated to replace
the security borrowed by purchasing it at the market price at the time
of replacement. The price at such time may be more or less than the
price at which the security was sold by the Portfolio. Until the
security is replaced, the Portfolio is required to repay the lender any
dividends or interest that accrue during the period of the loan. To
borrow the security, the Portfolio also may be required to pay a
premium, which would increase the cost of the security sold. The net
proceeds of the short sale will be retained by the broker (or by the
Portfolio's custodian in a special custody account) until the short
position is closed out, to the extent necessary to meet margin
requirements. The Portfolio also will incur transaction costs in
effecting short sales. The amount of any gain will be decreased, and
the amount of any loss increased, by the amount of the premium,
dividends, interest or expenses the Portfolio may be required to pay in
connection with a short sale. An increase in the value of a security
sold short by the Portfolio over the price at which it was sold short
will result in a loss to the Portfolio, and there can be no assurance
that the Portfolio will be able to close out the position at any
particular time or at an acceptable price.

EQUITY SECURITIES

Common Stocks. The Portfolio may purchase common stocks. Common
stocks are shares of a corporation or other entity that entitle the
holder to a pro rata share of the profits of the corporation, if any,
without preference over any other shareholder or class of shareholders,
including holders of the entity's preferred stock and other senior
equity. Common stock usually carries with it the right to vote and
frequently an exclusive right to do so.

Convertible Securities. The Portfolio invests in convertible
securities, including debt obligations and preferred stock of the
issuer convertible at a stated exchange rate into common stock of the
issuer. Convertible securities generally offer lower interest or
dividends yields than non-convertible securities of similar quality.
As with all fixed income securities, the market value of convertible
securities tends to decline as interest rates increase and, conversely,
to increase as interest rates decline. However, when the market price
of the common stock underlying a convertible security exceeds the
conversion price, the convertible security tends to reflect the market
price of the underlying common stock. As the market price of the
underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not decline in price
to the senior to common stock in an issuer's capital structure and
consequently entail less risk than the issuer's common stock.

Warrants. The Portfolio may purchase warrants. Warrants acquired by
the Portfolio entitle it to buy common stock from the issuer at a
specified price and time. Warrants are subject to the same market risk
as stocks, but may be more volatile in price. The Portfolio's
investment in warrants will not entitle it to receive dividends or
exercise voting rights and will become worthless if the warrants cannot
be profitably exercised before the expiration dates.

REITs. The Portfolio may invest in shares of real estate investment
trusts (REITs), which are pooled investment vehicles that invest in
real estate or real estate loans or interests. Investing in REITs
invloves risk similar to those associated with investing in equity
securities of small capitalization companies. REITs are dependent upon
management skills, are not deiversified, and are subject to risks of
project financing, default by borrowers, self-liquidation, and the
possibility of failing to qualify for the exemption from taxation on
distributed amounts under the Internal Revenue Code of 1986, as amended
(the "Code").

Foreign Securities. Investing in securities issued by foreign
companies and governments involves considerations and potential risks
not typically associated with investing in obligations issued by the
U.S. Government and domestic corporations. Substantially less
information may be available about foreign companies, particularly
emerging market country companies, than about domestic companies and,
even when public information about such companies is available, it may
be less reliable than information concerning U.S. companies. Foreign
companies generally are not subject to uniform accounting, auditing and
financial reporting standards and such standards may differ, in some
cases significantly, from standards in other countries, including the
United States. The values of foreign investments are affected by
changes in currency rates or exchange control regulations, restrictions
or prohibitions on the repatriation of foreign currencies, application
of foreign tax laws, including withholding taxes, changes in
governmental administration or economic or monetary policy (in the
United States or abroad) or changed circumstances in dealings between
nations. Costs are also incurred in connection with conversions
between various currencies. In addition, foreign brokerage commissions
and custody fees are generally higher than those charged in the United
States, and foreign securities markets may be less liquid, more
volatile and less subject to governmental supervision than in the
United States. Investments in foreign countries could be affected by
other factors not present in the United States, including
expropriation, confiscatory taxation, lack of uniform accounting and
auditing standards and potential difficulties in enforcing contractual
obligations and could be subject to extended clearance and settlement
periods.

ADRs, EDRs and GDRs. The Portfolio may also purchase ADRs, EDRs and
GDRs or other securities representing underlying shares of foreign
companies. ADRs are publicly traded on exchanges or over-the-counter
in the United States and are issued through "sponsored" or
"unsponsored" arrangements. In a sponsored ADR arrangement, the
foreign issuer assumes the obligation to pay some or all of the
depository's transaction fees, whereas under an unsponsored
arrangement, the foreign issuer assumes no obligation and the
depository's transaction fees are paid by the ADR holders. In
addition, less information is available in the United States about an
unsponsored ADR than about a sponsored ADR, and the financial
information about a company may not be as reliable for an unsponsored
ADR as it is for a sponsored ADR. A fund may invest in ADRs through
both sponsored and unsponsored arrangements.

Fixed Income Securities. The market value of fixed income obligations
of the Portfolio will be affected by general changes in interest rates
which will result in increases or decreases in the value of the
obligations held by the Portfolio. The market value of the obligations
held by a Portfolio can be expected to vary inversely to changes in
prevailing interest rates. Investors also should recognize that, in
periods of declining interest rates, the Portfolio's yield will tend to
be somewhat higher than prevailing market rates and, in periods of
rising interest rates, the Portfolio's yield will tend to be somewhat
lower. Also, when interest rates are falling, the inflow of net new
money to the Portfolio from the continuous sale of its shares will tend
to be invested in instruments producing lower yields than the balance
of its portfolio, thereby reducing the Portfolio's current yield. In
periods of rising interest rates, the opposite can be expected to
occur. In addition, securities in which the Portfolio may invest may
not yield as high a level of current income as might be achieved by
investing in securities with less liquidity, less creditworthiness or
longer maturities.

Non-Publicly Traded Securities. The Portfolio may invest in
non-publicly traded securities, which may be less liquid than publicly
traded securities. Although these securities may be resold in
privately negotiated transactions, the prices realized from these sales
could be less than those originally paid by the Portfolio. In
addition, companies whose securities are not publicly traded are not
subject to the disclosure and other investor protection requirements
that may be applicable if their securities were publicly traded.

Currency Exchange Rates. The Portfolio's share value may change
significantly when the currencies, other than the U.S. dollar, in which
the Portfolio's investments are denominated strengthen or weaken
against the U.S. dollar. Currency exchange rates generally are
determined by the forces of supply and demand in the foreign exchange
markets and the relative merits of investments in different countries
as seen from an international perspective. Currency exchange rates can
also be affected unpredictably by intervention by U.S. or foreign
governments or central banks or by currency controls or political
developments in the United States or abroad.

Forward Currency Contracts. The Portfolio may invest in securities
quoted or denominated in foreign currencies, may hold currencies to
meet settlement requirements for foreign securities and may engage in
currency exchange transactions in order to protect against uncertainty
in the level of future exchange rates between a particular foreign
currency and the U.S. dollar or between foreign currencies in which the
Portfolio's securities are or may be quoted or denominated. Forward
currency contracts are agreements to exchange one currency for another
# for example, to exchange a certain amount of U.S. dollars for a
certain amount of French francs at a future date. The date (which may
be any agreed upon fixed number of days in the future), the amount of
currency to be exchanged and the price at which the exchange will take
place will be negotiated with a currency trader and fixed for the term
of the contract at the time that the Portfolio enters into the
contract. To assure that the Portfolio's forward currency contracts
are not used to achieve investment leverage, the Portfolio will
segregate cash or high grade securities with its custodian in an amount
at all times equal to or exceeding the Portfolio's commitment with
respect to these contracts.

Forward currency contracts (i) are traded in an interbank market
conducted directly between currency traders (typically commercial banks
or other financial institutions) and their customers, (ii) generally
have no deposit requirements and (iii) are typically consummated
without payment of any commissions. The Portfolio, however, may enter
into forward currency contracts containing either or both deposit
requirements and commissions.

At or before the maturity of a forward currency contract, the
Portfolio may either sell a portfolio security and make delivery of the
currency, or retain the security and offset its contractual obligation
to deliver the currency by purchasing a second contract pursuant to
which the Portfolio will obtain, on the same maturity date, the same
amount of the currency that it is obligated to deliver. If the
Portfolio retains the portfolio security and engages in an offsetting
transaction, the Portfolio, at the time of execution of the offsetting
transaction, will incur a gain or a loss to the extent that movement
has occurred in forward currency contract prices. Should forward prices
decline during the period between the Portfolio's entering into a
forward currency contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the currency,
the Portfolio will realize a gain to the extent the price of the
currency it has agreed to sell exceeds the price of the currency it has
agreed to purchase. Should forward prices increase, the Portfolio will
suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

In hedging specific portfolio positions, a Portfolio may enter
into a forward contract with respect to either the currency in which
the positions are denominated or another currency deemed appropriate by
the Portfolio's subadvisor. The amount the Portfolio may invest in
forward currency contracts is limited to the amount of the Portfolio's
aggregate investments in foreign currencies. Risks associated with
entering into forward currency contracts include the possibility that
the market for forward currency contracts may be limited with respect
to certain currencies and, upon a contract's maturity, the inability of
a Portfolio to negotiate with the dealer to enter into an offsetting
transaction. Forward currency contracts may be closed out only by the
parties entering into an offsetting contract. In addition, the
correlation between movements in the prices of those contracts and
movements in the price of the currency hedged or used for cover will
not be perfect. There is no assurance that an active forward currency
contract market will always exist. These factors will restrict the
Portfolio's ability to hedge against the risk of devaluation of
currencies in which the Portfolio holds a substantial quantity of
securities and are unrelated to the qualitative rating that may be
assigned to any particular security. In addition, although forward
currency contracts limit the risk of loss owing to a decline in the
value of the hedged currency, at the same time, they limit any
potential gain that might result should the value of the currency
increase. If a devaluation is generally anticipated, the Portfolio may
not be able to contract to sell currency at a price above the
devaluation level it anticipates. The successful use of forward
currency contracts as a hedging technique draws upon special skills and
experience with respect to these instruments and usually depends on the
ability of the Portfolio's subadvisor to forecast interest rate and
currency exchange rate movements correctly. Should interest or exchange
rates move in an unexpected manner, the Portfolio may not achieve the
anticipated benefits of forward currency contracts or may realize
losses and thus be in a worse position than if those strategies had not
been used. Many forward currency contracts are subject to no daily
price fluctuation limits so that adverse market movements could
continue with respect to those contracts to an unlimited extent over a
period of time.

Purchasing Put and Call Options on Securities. The Portfolio may
purchase put options on securities owned by the Portfolio and on
securities which the Portfolio may acquire in the future. The
Portfolio may purchase only put options that are traded on a regulated
exchange. By buying a put, the Portfolio limits its risk of loss from
a decline in the market value of the security until the put expires.
Any appreciation in the value of the underlying security, however, will
be partially offset by the amount of the premium paid for the put
option and any related transaction costs. The Portfolio may purchase
call options on a security it intends to purchase in the future to
avoid the additional cost that would result from a substantial increase
in the market price of the security. Prior to their expiration, put
and call options may be sold in closing sale transactions (sales by the
Portfolio, prior to the exercise of options it has purchased, of
options of the same series), and profit or loss from the sale will
depend on whether the amount received is more or less than the premium
paid for the option plus the related transaction costs.

Stock Index Options. The Portfolio may purchase and write put and call
options on domestic and foreign stock indexes to hedge against risks of
market-wide price movements affecting that portion of its assets
invested in the country whose stocks are subject to the hedge. A stock
index measures the movement of a certain group of stocks by assigning
relative values to the common stocks included in the index. Examples
of domestic stock indexes are the Standard & Poor's 500 Stock Index and
the New York Stock Exchange Composite Index, and examples of foreign
stock indexes are the Canadian Market Portfolio Index (Montreal Stock
Exchange), the Financial Times--Stock Exchange 100 (International Stock
Exchange) and the Toronto Stock Exchange Composite 300 (Toronto Stock
Exchange). Options on stock indexes are similar to options on
securities. Because no underlying security can be delivered, however,
the option represents the holder's right to obtain from the writer, in
cash, a fixed multiple of the amount by which the exercise price
exceeds (in the case of a put) or is less than (in the case of a call)
the closing value of the underlying index on the exercise date.
Options on foreign stock indexes are similar to options on domestic
stock indexes. Like domestic stock index options, foreign stock index
options are subject to position and exercise limits and other
regulations imposed by the exchange on which they are traded. Unlike
domestic stock index options, foreign stock index options carry risks
associated with investing in foreign securities, as described above.
The advisability of using stock index options to hedge against the risk
of market-wide movements will depend on the extent of diversification
of the Portfolio's stock investments and the sensitivity of its stock
investments to factors influencing the underlying index. The
effectiveness of purchasing or writing stock index options as a hedging
technique will depend upon the extent to which price movements in the
Portfolio's securities investments correlate with price movements in
the stock index selected. In addition, successful use by the Portfolio
of options will be subject to the ability of the Portfolio's subadvisor
to predict correctly movements in the direction of the underlying
index.

When the Portfolio writes an option on a stock index, it will
establish a segregated account with the Portfolio's custodian, or with
a foreign subcustodian with which the Portfolio will deposit cash or
cash equivalents or a combination of both in an amount equal to the
market value of the option, and will maintain the account while the
option is open.

Futures Contracts and Related Options. The Portfolio may enter into
futures contracts and purchase and write (sell) options on these
contracts, including but not limited to interest rate, securities index
and foreign currency futures contracts and put and call options on
these futures contracts. These contracts will be entered into only
upon the concurrence of the manager that such contracts are necessary
or appropriate in the management of the Portfolio's assets. These
contracts will be entered into on exchanges designated by the Commodity
Futures Trading Commission ("CFTC") or, consistent with CFTC
regulations, on foreign exchanges. These transactions may be entered
into for bona fide hedging and other permissible risk management
purposes including protecting against anticipated changes in the value
of securities the Portfolio intends to purchase.

The Portfolio will not enter into futures contracts and related
options for which the aggregate initial margin and premiums exceed 5%
of the fair market value of the Portfolio's assets after taking into
account unrealized profits and unrealized losses on any contracts it
has entered into. All futures and options on futures positions will be
covered by owning the underlying security or segregation of assets.
With respect to long positions in a futures contract or option (e.g.,
futures contracts to purchase the underlying instrument and call
options purchased or put options written on these futures contracts or
instruments), the underlying value of the futures contract at all times
will not exceed the sum of cash, short-term U.S. debt obligations or
other high quality obligations set aside for this purpose.

The Portfolio may lose the expected benefit of these futures or
options transactions and may incur losses if the prices of the
underlying commodities move in an unanticipated manner. In addition,
changes in the value of the Portfolio's futures and options positions
may not prove to be perfectly or even highly correlated with changes in
the value of its portfolio securities. Successful use of futures and
related options is subject to a subadvisor's ability to predict
correctly movements in the direction of the securities markets
generally, which ability may require different skills and techniques
than predicting changes in the prices of individual securities.
Moreover, futures and options contracts may only be closed out by
entering into offsetting transactions on the exchange where the
position was entered into (or a linked exchange), and as a result of
daily price fluctuation limits there can be no assurance that an
offsetting transaction could be entered into at an advantageous price
at any particular time. Consequently, the Portfolio may realize a loss
on a futures contract or option that is not offset by an increase in
the value of its portfolio securities that are being hedged or the
Portfolio may not be able to close a futures or options position
without incurring a loss in the event of adverse price movements.

The Portfolio will incur brokerage costs whether or not its
hedging is successful and will be required to post and maintain
"margin" as a good-faith deposit against performance of its obligations
under futures contracts and under options written by the Portfolio.
Futures and options positions are marked to the market daily and the
Portfolio may be required to make subsequent "variation" margin
payments depending upon whether its positions increase or decrease in
value. In this context margin payments involve no borrowing on the part
of the Portfolio.

Options on Securities. The Portfolio may purchase put and call options
on securities owned by the Portfolio and on securities which the
Portfolio may acquire in the future. The exercise price of the options
may be below, equal to or above the market values of the underlying
securities at the times the options are written.

An option position may be closed out only where there exists a
secondary market for an option of the same series on a recognized
securities exchange or in the over-the-counter market. In light of
this fact and current trading conditions, the Portfolio expects to
purchase not only call or put options issued by the Clearing
Corporation, but also options in the domestic and foreign over-the-
counter markets. When the Portfolio has purchased an option and
engages in a closing sale transaction, whether the Portfolio realizes a
profit or loss will depend upon whether the amount received in the
closing sale transaction is more or less than the premium that the
Portfolio initially paid for the original option plus the related
transaction costs.

Although the Portfolio generally will purchase only those options
for which its subadvisor believes there is an active secondary market
so as to facilitate closing transactions, there is no assurance that
sufficient trading interest to create a liquid secondary market on a
securities exchange will exist for any particular option or at any
particular time, and for some options no such secondary market may
exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated
trading activity or order flow or other unforeseen events have at times
rendered inadequate certain of the facilities of the Clearing
Corporation and securities exchanges and resulted in the institution of
special procedures, such as trading rotations, restrictions on certain
types of orders or trading halts or suspensions in one or more options.
There can be no assurance that similar events, or events that may
otherwise interfere with the timely execution of customers' orders,
will not recur. In such event, it might not be possible to effect
closing transactions in particular options.

Securities exchanges generally have established limitations
governing the maximum number of calls and puts of each class which may
be held or exercised within certain time periods, by an investor or
group of investors acting in concert (regardless of whether the options
are written on the same or different securities exchanges or are held,
written or exercised in one or more accounts or through one or more
brokers). It is possible that the Portfolio and other clients of their
respective subadvisors and certain of their affiliates may be
considered to be such a group. A securities exchange may order the
liquidation of positions found to be in violation of these limits and
it may impose certain other sanctions.

U.S. Government Securities. The U.S. Government Securities in which
the Portfolio may invest include debt obligations of varying maturities
issued by the U.S. Treasury or issued or guaranteed by an agency or
instrumentality of the U.S. government, including the Federal Housing
Administration, Federal Financing Bank, Farmers Home Administration,
Export-Import Bank of the U.S., Small Business Administration,
Government National Mortgage Association ("GNMA"), General Services
Administration, Central Bank for Cooperatives, Federal Farm Credit
Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation
("FHLMC"), Federal National Mortgage Association ("FNMA"), Maritime
Administration, Tennessee Valley Authority, District of Columbia Armory
Board, Student Loan Marketing Association, Resolution Trust Corporation
and various institutions that previously were or currently are part of
the Farm Credit System (which has been undergoing reorganization since
1987). Some U.S. Government Securities, such as U.S. Treasury bills,
Treasury notes and Treasury bonds, which differ only in their interest
rates, maturities and times of issuance, are supported by the full
faith and credit of the United States. Others are supported by: (i)
the right of the issuer to borrow from the U.S. Treasury, such as
securities of the Federal Home Loan Banks; (ii) the discretionary
authority of the U.S. Government to purchase the agency's obligations,
such as securities of the FNMA; or (iii) only the credit of the issuer,
such as securities of the Student Loan Marketing Association. No
assurance can be given that the U.S. Government will provide financial
support in the future to U.S. Government agencies, authorities or
instrumentalities that are not supported by the full faith and credit
of the United States. Securities guaranteed as to principal and
interest by the U.S. Government, its agencies, authorities or
instrumentalities include: (i) securities for which the payment of
principal and interest is backed by an irrevocable letter of credit
issued by the U.S. Government or any of its agencies, authorities or
instrumentalities; and (ii) participations in loans made to foreign
governments or other entities that are so guaranteed. The secondary
market for certain of these participations is limited and, therefore,
may be regarded as illiquid.

U.S. Government Securities may include zero coupon securities
that may be purchased when yields are attractive and/or to enhance
portfolio liquidity. Zero coupon U.S. Government Securities are debt
obligations that are issued or purchased at a significant discount from
face value. The discount approximates the total amount of interest the
security will accrue and compound over the period until maturity or the
particular interest payment date at a rate of interest reflecting the
market rate of the security at the time of issuance. Zero coupon U.S.
Government Securities do not require the periodic payment of interest.
These investments benefit the issuer by mitigating its need for cash to
meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of cash. These investments
may experience greater volatility in market value than U.S. Government
Securities that make regular payments of interest. The Portfolio
accrues income on these investments for tax and accounting purposes,
which is distributable to shareholders and which, because no cash is
received at the time of accrual, may require the liquidation of other
portfolio securities to satisfy the Portfolio's distribution
obligations, in which case the Portfolio will forego the purchase of
additional income producing assets with these funds. Zero coupon U.S.
Government Securities include STRIPS and CUBES, which are issued by the
U.S. Treasury as component parts of U.S. Treasury bonds and represent
scheduled interest and principal payments on the bonds.

Repurchase Agreements. The Portfolio may enter into repurchase
agreements. Under the terms of a typical repurchase agreement, the
Portfolio would acquire an underlying debt obligation for a relatively
short period (usually not more than one week) subject to an obligation
of the seller to repurchase, and the Portfolio to resell, the
obligation at an agreed upon price and time, thereby determining the
yield during the Portfolio's holding period. This arrangement results
in a fixed rate of return that is not subject to market fluctuations
during the Portfolio's holding period. The Portfolio may enter into
repurchase agreements with respect to U.S. Government Securities with
member banks of the Federal Reserve System and certain non-bank dealers
approved by the board of trustees. Under each repurchase agreement,
the selling institution is required to maintain the value of the
securities subject to the repurchase agreement at not less than their
repurchase price. The Portfolio's subadvisor, acting under the
supervision of the board of trustees, reviews on an ongoing basis the
value of the collateral and the creditworthiness of those non-bank
dealers with whom the Portfolio enters into repurchase agreements. The
Portfolio will not invest in a repurchase agreement maturing in more
than seven days if the investment, together with illiquid securities
held by the Portfolio, exceeds 10% of the Portfolio's total assets. In
entering into a repurchase agreement, a Portfolio bears a risk of loss
in the event that the other party to the transaction defaults on its
obligations and the Portfolio is delayed or prevented from exercising
its rights to dispose of the underlying securities, including the risk
of a possible decline in the value of the underlying securities during
the period in which the Portfolio seeks to assert its rights to them,
the risk of incurring expenses associated with asserting those rights
and the risk of losing all or a part of the income from the agreement.

Borrowing. Leverage increases investment risk as well as investment
opportunity. If the income and investment gains on securities
purchased with borrowed money exceed the interest paid on the
borrowing, the net asset value of the Portfolio's shares will rise
faster than would otherwise be the case. On the other hand, if the
income and investment gains fail to cover the cost, including interest,
of the borrowings, or if there are losses, the net asset value of the
Portfolio's shares will decrease faster than otherwise would be the
case.

Lending Portfolio Securities. Consistent with applicable regulatory
requirements, the Portfolio, may lend portfolio securities to brokers,
dealers and other financial organizations. The Portfolio will not lend
securities to Salomon Smith Barney unless the Portfolio has applied for
and received specific authority to do so from the Securities and
Exchange Commission (the "SEC"). The Portfolio's loan of securities
will be collateralized by cash, letters of credit or U.S. Government
Securities. The Portfolio will maintain the collateral in an amount at
least equal to the current market value of the loaned securities. From
time to time, the Portfolio may pay a part of the interest earned from
the investment of collateral received for securities loaned to the
borrower and/or a third party that is unaffiliated with the Portfolio
and is acting as a "finder." The Portfolio will comply with the
following conditions whenever it loans securities: (i) the Portfolio
must receive at least 100% cash collateral or equivalent securities
from the borrower; (ii) the borrower must increase the collateral
whenever the market value of the securities loaned rises above the
level of the collateral; (iii) the Portfolio must be able to terminate
the loan at any time; (iv) the Portfolio must receive reasonable
interest on the loan, as well as any dividends, interest or other
distributions on the loaned securities and any increase in market
value; (v) the Portfolio may pay only reasonable custodian fees in
connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower except that, if a material event
adversely affecting the investment in the loaned securities occurs, the
trust's Board of Trustees must terminate the loan and regain the right
to vote the securities.

Rule 144A Securities. The Portfolio may purchase securities that are
not registered under the Securities Act of 1933, as amended (the "1933
Act"), but that can be sold to "qualified institutional buyers" in
accordance with Rule 144A under the 1933 Act ("Rule 144A Securities").
Particular Rule 144A Securities will be considered illiquid and
therefore subject to the Portfolio's 15% limitation on the purchase of
illiquid securities, unless the trust's board of trustees determines on
an ongoing basis that an adequate trading market exists for the Rule
144A Securities. This investment practice could have the effect of
increasing the level of illiquidity in the Portfolio to the extent that
qualified institutional buyers become uninterested for a time in
purchasing Rule 144A Securities. The board of trustees has instructed
the Portfolio's subadvisors to determine and monitor on a daily basis
the liquidity of Rule 144A Securities, although the board of trustees
will retain responsibility for any determination regarding liquidity.

Temporary Investments. For temporary defensive purposes during periods
when a subadvisor of the Portfolio, in consultation with the manager,
that pursuing the Portfolio's basic investment strategy may be
inconsistent with the best interests of its shareholders, the Portfolio
may invest its assets in the following money market instruments: U.S.
Government Securities (including those purchased in the form of
custodial receipts), repurchase agreements, certificates of deposit and
bankers' acceptances issued by U.S. banks or savings and loan
associations having assets of at least $500 million as of the end of
their most recent fiscal year and high quality commercial paper. The
Portfolio's U.S. dollar-denominated temporary investments are managed
by MMC. The Portfolio also may hold a portion of its assets in money
market instruments or cash in amounts designed to pay expenses, to meet
anticipated redemptions or pending investment in accordance with its
objectives and policies. Any temporary investments may be purchased on
a when-issued basis. The Portfolio's investment in any other
short-term debt instruments would be subject to the Portfolio's
investment objectives and policies, and to approval by the trust's
board of trustees.

INVESTMENT RESTRICTIONS

The investment restrictions numbered 1 through 7 below have been
adopted by the trust as fundamental policies of the Portfolio. Under
the 1940 Act, a fundamental policy may not be changed without the vote
of a majority of the outstanding voting securities of the Portfolio,
which is defined in the 1940 Act as the lesser of (i) 67% or more of
the shares present at the Portfolio meeting, if the holders of more
than 50% of the outstanding shares of the Portfolio are present or
represented by proxy, or (ii) more than 50% of the outstanding shares
of the Portfolio. Investment restrictions 8 through 13 may be changed
by a vote of a majority of the board of trustees at any time.

Under the Investment Restrictions Adopted by the Portfolio:

1. The Portfolio will not deviate from the definition of a
"diversified company" as defined in the 1940 Act and rules thereunder.

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

3. The Portfolio will not borrow money, except that (a) the
Portfolio may borrow from banks for temporary or emergency (not
leveraging) purposes, including the meeting of redemption requests
which might otherwise require the untimely disposition of securities,
in an amount not exceeding 33 1/3% of the value of the Portfolio's
total assets (including the amount borrowed) valued at the lesser of
cost or market, less liabilities (not including the amount borrowed)
valued at the time the borrowing is made and (b) the Portfolio may, to
the extent consistent with its investment policies, enter into reverse
repurchase agreements, short sales, forward roll transactions and
similar investment strategies and techniques.

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

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

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

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

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

9. The Portfolio will not make investments for the purpose of
exercising control of management.

10. The Portfolio will not purchase any security if as a result
(unless the security is acquired pursuant to a plan of reorganization
or an offer of exchange) the Portfolio would own any securities of a
registered open-end investment company or more than 3% of the total
outstanding voting stock of any registered closed-end investment
company or more than 5% of the value of the Portfolio's total assets
would be invested in securities of any one or more registered closed-
end investment companies.

11. The Portfolio will not purchase any security if as a result
the Portfolio would then have more than 5% of its total assets invested
in securities of companies (including predecessors) that have been in
continuous operation for fewer than three years.

12. The Portfolio will not purchase or retain securities of any
company if, to the knowledge of the trust, any of the trust's officers
or trustees, or any officer or director of the Consulting Group (the
"manager" or the "Consulting Group") or the subadvisor(s) individually
owns more than 1/2 of 1% of the outstanding securities of the company
and together they own beneficially more than 5% of the securities.

13. The Portfolio will not invest in excess of 5% of the value
of its net assets in warrants, valued at the lower of cost or market
value. Included within this amount, but not to exceed 2% of the value
of the Portfolio's net assets, may be warrants that are not listed on
the New York or American Stock Exchanges. Warrants acquired by the
Portfolio in units or attached to securities may be deemed to be
without value.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the Portfolio are made
by the subadvisor(s), subject to the overall review of the manager and
the board of trustees. Although investment decisions for the Portfolio
are made independently from those of the other accounts managed by an
subadvisor, investments of the type that the Portfolio may make also
may be made by those other accounts. When the Portfolio and one or more
other accounts managed by an subadvisor are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by the
subadvisor to be equitable to each. In some cases, this procedure may
adversely affect the price paid or received by the Portfolio or the
size of the position obtained or disposed of by the Portfolio.

Transactions on U.S. stock exchanges and some foreign stock
exchanges involve the payment of negotiated brokerage commissions. On
exchanges on which commissions are negotiated, the cost of transactions
may vary among different brokers. On most foreign exchanges,
commissions are generally fixed. No stated commission is generally
applicable to securities traded in U.S. over-the-counter markets, but
the underwriters include an underwriting commission or concession and
the prices at which securities are purchased from and sold to dealers
include a dealer's mark-up or mark-down. U.S. Government Securities
generally are purchased from underwriters or dealers, although certain
newly issued U.S. Government Securities may be purchased directly from
the U.S. Treasury or from the issuing agency or instrumentality.

In selecting brokers or dealers to execute securities
transactions on behalf of the Portfolio, its subadvisor seeks the best
overall terms available. In assessing the best overall terms available
for any transaction, the subadvisor will consider the factors it deems
relevant, including 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 the commission, if
any, for the specific transaction and on a continuing basis. In
addition, each Advisory Agreement between the trust and the subadvisor
authorizes the subadvisor, in selecting brokers or dealers to execute a
particular transaction, and in evaluating the best overall terms
available, to 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 Portfolio and/or other accounts over which the
subadvisor or its affiliates exercise investment discretion. The fees
under the investment management agreement and the subadvisory
agreements, respectively, are not reduced by reason of the Portfolio's
subadvisors receiving brokerage and research services. The board of
trustees of the trust will periodically review the commissions paid by
the Portfolio to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits inuring to
the Portfolio. Over-the-counter purchases and sales by the Portfolio
are transacted directly with principal market makers except in those
cases in which better prices and executions may be obtained elsewhere.

To the extent consistent with applicable provisions of the 1940
Act and the rules and exemptions adopted by the SEC under the 1940 Act,
the board of trustees has determined that transactions for the
Portfolio may be executed through Salomon Smith Barney and other
affiliated broker-dealers if, in the judgment of the subadvisor, the
use of an affiliated broker-dealer is likely to result in price and
execution at least as favorable as those of other qualified broker-
dealers, and if, in the transaction, the affiliated broker-dealer
charges the Portfolio a fair and reasonable rate. The Portfolio will
not purchase any security, including U.S. Government Securities or
Obligations, during the existence of any underwriting or selling group
relating thereto of which Salomon Smith Barney is a member, except to
the extent permitted by the SEC.

The Portfolio may use Salomon Smith Barney and other affiliated
broker-dealers as a commodities broker in connection with entering into
futures contracts and options on futures contracts if, in the judgment
of the subadvisor, the use of an affiliated broker-dealer is likely to
result in price and execution at least as favorable as those of other
qualified broker-dealers, and if, in the transaction, the affiliated
broker-dealer charges the Portfolio a fair and reasonable rate. Salomon
Smith Barney has agreed to charge the Portfolio commodity commissions
at rates comparable to those charged by Salomon Smith Barney to its
most favored clients for comparable trades in comparable accounts.

Brokerage Commissions Paid to Salomon Smith Barney

Portfolio Turnover

A Portfolio's turnover rate is calculated by dividing the lesser
of purchases or sales of its portfolio securities for the year by the
monthly average value of the portfolio securities. Securities or
options with remaining maturities of one year or less on the date of
acquisition are excluded from the calculation. Under certain market
conditions, the Portfolio authorized to engage in transactions in
options may experience increased portfolio turnover as a result of its
investment strategies. For instance, the exercise of a substantial
number of options written by the Portfolio (due to appreciation of the
underlying security in the case of call options or depreciation of the
underlying security in the case of put options) could result in a
turnover rate in excess of 100%. A portfolio turnover rate of 100%
would occur if all of the Portfolio's securities that are included in
the computation of turnover were replaced once during a period of one
year.

Certain practices that may be employed by the Portfolio could
result in high portfolio turnover. For example, portfolio securities
may be sold in anticipation of a rise in interest rates (market
decline) or purchased in anticipation of a decline in interest rates
(market rise) and later sold. In addition, a security may be sold and
another of comparable quality purchased at approximately the same time
to take advantage of what an subadvisor believes to be a temporary
disparity in the normal yield relationship between the two securities.
These yield disparities may occur for reasons not directly related to
the investment quality of particular issues or the general movement of
interest rates, such as changes in the overall demand for, or supply
of, various types of securities. Portfolio turnover rates may vary
greatly from year to year as well as within a particular year and may
be affected by cash requirements for redemptions of the Portfolio's
shares as well as by requirements that enable the Portfolio to receive
favorable tax treatment.

In addition, the Portfolio's use of merger arbitrage may result
in high portfolio turnover rates because of the relatively short period
of time that elapses between the announcement of a reorganization and
its completion or termination. The majority of mergers and
acquisitions are consummated in less than six months while tender
offers are normally completed in less than two months. Such short-term
trading involves increased brokerage commissions which expense is
ultimately bore by the shareholder.

MANAGEMENT OF THE TRUST

Trustees and Officers of the Trust

The trustees and executive officers of the trust, together with
information as to their principal business occupations, are set forth
below. The executive officers of the trust are employees of
organizations that provide services to the Portfolio. Each trustee who
is an "interested person" of the trust, as defined in the 1940 Act, is
indicated by an asterisk. As of the date of this SAI and the
prospectus, the trustees and officers of the trust as a group did not
own any of the outstanding shares of the Portfolio.

Walter E. Auch, trustee (Age 77). Consultant to companies in the
financial services industry; Director of Pimco Advisers L.P.; Brinson
Partners; Nicholas-Applegate (each a registered investment adviser);
Legend Properties, a real estate management company; Banyan Realty
trust; and Banyan Land Fund II. His address is 6001 N. 62nd Place,
Paradise Valley, Arizona 85253.

Martin Brody, trustee (Age 77). Private Investor; His address is
c/o HMK Associates, 30 Columbia Turnpike, Florham Park, New Jersey
07932.

Armon E. Kamesar, trustee (Age 71). Chairman of the Board of TEC,
an international organization of Chief Executive Officers; Trustee,
U.S. Bankruptcy Court. His address is 7328 Country Club Drive, La
Jolla, California 92037.

Stephen E. Kaufman, Trustee (Age 65). Attorney. His address is
277 Park Avenue, New York, New York 10172.

*Heath B. McLendon, Trustee and Chairman of the Board (Age 65).
Managing Director of Salomon Smith Barney and Chairman of the Board of
Salomon Smith Barney Strategy Advisers Inc. and Director and President
of Mutual Management Corp. ("MMC") and Travelers Investment Adviser,
Inc. ("TIA"); Mr. McLendon serves on the Board of 58 investment
companies associated with Salomon Smith Barney Mutual Funds. His
address is 388 Greenwich Street, New York, New York 10013.

Lewis E. Daidone, Senior Vice President and Treasurer (Age 41).
Managing Director of Salomon Smith Barney; Director and Senior Vice
President of MMC and TIA. Mr. Daidone serves as Senior Vice President
and Treasurer of other investment companies associated with Salomon
Smith Barney. His address is 388 Greenwich Street, New York, New York
10013.

Frank L. Campanale, Investment Officer (Age 46). President and
Chief Executive Officer of Salomon Smith Barney's Consulting Group.
Prior to 1996, National Sales Director for Consulting Group. His
address is 222 Delaware Avenue, Wilmington, Delaware 19801.

LeRoy T. Pease, CFA, Investment Officer (Age 40). Vice President
of Salomon Smith Barney Consulting Group. Prior to 1996, Chief
Investment Officer of EMT Group and manager for Investment Strategy for
Bell Atlantic, Philadelphia, Pennsylvania. His address is 222 Delaware
Avenue, Wilmington, Delaware 19801.

Christina T. Sydor, Secretary (Age 47). Managing Director of
Salomon Smith Barney; General Counsel and Secretary of MMC and TIA.
Ms. Sydor serves as Secretary of other investment companies associated
with Salomon Smith Barney. Her address is 388 Greenwich Street, New
York New York 10013.

Irving David, Controller (Age 38). Director of Salomon Smith
Barney and Controller of other investment companies associated with
Salomon Smith Barney. Prior to March, 1994, Assistant Treasurer of
First Investment Management Company. His address is 388 Greenwich
Street, New York New York 10013.

As of March , 1999, the trustees and officers as a group
owned less than 1% of the outstanding common stock of the trust. As of
March , 1999, the following shareholders own of record or
beneficially 5% or more of shares of the Portfolio of the trust:

Remuneration

No director, officer or employee of Salomon Smith Barney, MMC or
any of their affiliates will receive any compensation from the trust
for serving as an officer or trustee of the trust. The trust pays each
trustee who is not a director, officer or employee of Salomon Smith
Barney, the manager, any subadvisor, MMC or any of their affiliates a
fee of $32,000 per annum plus $1,000 per meeting attended. The trust
reimburses the trustees for travel and out-of-pocket expenses to attend
meetings of the board. For the fiscal year ended August 31, 1998, such
fees and expenses totaled $34,163.

For the fiscal year ended August 31, 1998, the trustees of the
trust were paid the following compensation:

Name

Aggregate
Compensation

Pension or
Retirement
Benefits
Accrued as
Expense of
the trust

Total
Compensation
From Fund
Complex

Total
Number
of Funds
Served In
Complex

Heath B. McLendon*
None
None
None
58

Walter Auch
$28,000
None
$42,464
2

Martin Brody
28,000
None
119,814
19

Armon E. Kamesar
29,200
None
42,364
2

Stephen E. Kaufman
29,200
None
91,964
13

Manager; Subadvisors; Administrator

The manager serves as investment manager to the trust pursuant to
an investment management agreement ("Management Agreement"). Each
subadvisor serves as investment subadvisor to the Portfolio pursuant to
separate written agreements with the Portfolio ("Advisory Agreements"),
MMC serves as administrator to the Portfolio pursuant to a written
agreement ("Administration Agreement"). The Management Agreement was
most recently approved by the board of trustees, including a majority
of the trustees who are not "interested persons" of the trust, the
manager, or the subadvisors, on June 18, 1998. The Administration
Agreement was most recently approved by the trust's board of trustees,
including a majority of the disinterested trustees, on June 18, 1998.

The Portfolio bears its own expenses, which generally include all
costs not specifically borne by the manager, the subadvisors, and MMC.
Included among the Portfolio's expenses are: costs incurred in
connection with the Portfolio's organization; investment management and
administration fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory
compliance; and costs associated with maintaining the trust's legal
existence and shareholder relations. As administrator, MMC generally
oversees all aspects of the trust's administration and operations
including furnishing the trust with statistical and research data,
clerical help, accounting, data processing, bookkeeping, internal
auditing and legal services and certain other services required by the
trust, prepares reports to the trust's shareholders and prepares tax
returns, reports to and filings with the SEC and state blue sky
authorities. The Portfolio pays MMC a fee for these services that is
computed daily and paid monthly at the annual rate of 0.20% of the
value of the Portfolio's average daily net assets.

The manager has agreed to waive a portion of the fees otherwise
payable to it by the Portfolio so that the manager would retain, as its
annual management fee, no more than 0.30% of the Portfolio's average
daily net assets.

MMC was incorporated on March 12, 1968 under the laws of Delaware
and is a registered investment adviser. MMC renders investment advice
to investment companies hat had aggregate assets under management as of
September 30, 1998 in excess of $108 billion. The Consulting Group, a
division of MMC, has extensive experience in providing investment
subadvisor selection services. The Consulting Group, through its
predecessors, was established in 1973 with the primary objective of
matching the investment needs of institutional and individual clients
with appropriate and qualified money management organizations
throughout the nation. In 1989, the Consulting Services Division was
restructured and its research and investment advisory evaluation
services functions were segregated and named the Consulting Group. The
Consulting Group's analysts, in the aggregate, have many years of
experience performing asset manager searches for institutional and
individual clients. These analysts rely on the manager's comprehensive
database of money management firms, through which the manager tracks
the historic and ongoing performance of over 800 of the more than
16,000 registered investment subadvisors, and over 300 on-sight
evaluation visits annually to subadvisors. As of September 30, 1998,
the Consulting Group provided services with respect to over $150.4
billion in client assets representing more than 408,106 separate
accounts under a variety of programs designed for individual and
institutional investors.

The manager and the subadvisors each pays the salaries of all
officers and employees who are employed by it and the trust, and the
manager maintains office facilities for the trust. The manager and the
subadvisors bear all expenses in connection with the performance of
their respective services under the Management Agreement, the Advisory
Agreements, and the Administration Agreement.

As noted in the prospectus, subject to the supervision and
direction of the manager and, ultimately, the board of trustees, each
subadvisor manages the securities held by the Portfolio it serves in
accordance with the Portfolio's stated investment objectives and
policies, makes investment decisions for the Portfolio and places
orders to purchase and sell securities on behalf of the Portfolio.

Subject to the supervision and direction of the Board of
Trustees, the manager provides to the trust investment management
evaluation services principally by performing initial due diligence on
prospective subadvisors for the Portfolio and thereafter monitoring
subadvisors' performance through quantitative and qualitative analysis
as well as periodic in-person, telephonic and written consultations
with subadvisors. In evaluation prospective subadvisors, the manager
considers, among other factors, each subadvisor's level of expertise;
relative performance and consistency of performance over a minimum
period of five years; level of adherence to invest 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 subadvisors
and ultimately recommending to the Board of Trustees whether
subadvisors contracts should be renewed, modified or terminated. The
manager provides written reports to the Board of Trustees regarding the
results of its elevations and monitoring functions. The manager is
also responsible for conducting all operations of the trust except
those operations contracted to the subadvisor, custodian, transfer
agent or adminstrator.

Investors should be aware that the manager be subject to a
conflict of interest when making decisions regarding the retention and
compensation of particular subadvisors. However, the manager's
decisions, including the identity of the subadvisor and the specific
amount of the manager's compensation to be paid to the subadvisor and
the specific amount of the manager's compensation to be paid to the
subadvisor, are subject to review and approval by a majority of the
Board of Trustees and separately by a majority of the Trustees who are
not affiliated with the manager or any of its affiliates.

Investors should also be aware that through Smith Barney Advisory
Services the Consulting Group serves as investment adviser to each
participant in such service and receives a fee from each participant
that does not vary based on the portfolios of the trust recommended for
the participant's investments. At the same time, the Consulting Group
serves as the trust's manager with responsibility for identifying,
retaining, supervising and compensating each portfolio's subadvisor and
receives a fee from each portfolio of the trust. The portion of such
fee that is retained by the manager varies based on the portfolio
involved. Consequently, the Consulting Group, when making asset
allocation recommendations for participants in Smith Barney Advisory
Services, may be presented with a conflict of interest as to the
specific portfolios of the trust recommended for investment. The
Consulting Group, however, is subject to and intends to comply fully
with standards of fiduciary duty that require that it act solely in the
best interest of the participant when making investment
recommendations.

The trust has received an exemption (the "Exemption") from
certain provisions of the 1940 Act which would otherwise require the
manager to obtain formal shareholder approval prior to engaging and
enetering into investment advisory agreements with subadvisors. The
Exemption is based on among other things: (1) the manager will select,
monitor, evaluate and allocated assets to, subadvisor and ensure that
the subadvisors comply with the Portfolio's investment objective,
policies and restrictions; (2) shares of the portfolio relying on the
Exemption will not be subject to any sales loads or redemption fees or
other charges for redeeming shares; (3) the trust will provide to
shareholders certain information about a new subadvisor and its
investment advisory contract within 90 days of the engagement of new
subadvisor; (4) the trust will disclose in its prospectus the terms of
the Exemption; and (5) the Trustees, including a majority of the "non-
interested" Trustees, must approve each investment advisory contract
in the manner required under the 1940 Act. Any changes to the
Management Agreement between the trust and the manager still require
shareholder approval.

YEAR 2000.

The investment management services provided to the trust by the
manager and the services provided to shareholders by Salomon Smith
Barneye depend on the smooth functioning of their computer systems.
Many computer software systems in use today cannot recognize the year
2000, but revert to 1900 or some other date, due to the operations,
including the handling of securities trades, pricing and account
services. The manager and Salomon Smith Barney have advised the trust
that they have been reviewing all of their computer systems and
actively working on necessary changes to their systems to prepare for
the year 2000 and expect that their systems will be compliant before
that date. In addition, the manger has been advised by the trust's
custodian, tranfer agent and accoutning service agent that they are
also in the process of modifying their system with the same goal.
There can, however, be no assurance that the manager, Salomon Smith
Barney or any other service provider will be successful, or that
interaction with other non-complying computer systems will not impair
funds at that time.

Counsel and Auditors

Willkie Farr & Gallagher serves as counsel to the trust. Stroock
& Stroock & Lavan LLP serves as counsel to the trustees who are not
interested persons of the trust.

KPMG LLP, 345 Park Avenue, New York, New York 10154, currently
serve as the independent auditors of the trust and rendered an opinion
on the trust's most recent financial statements and financial
highlights.

Organization of the Trust

The trust has been organized as an unincorporated business trust
under the laws of The Commonwealth of Massachusetts pursuant to a
Master Trust Agreement dated April 12, 1991, as amended from time to
time (the "Trust Agreement").

In the interest of economy and convenience, certificates
representing shares in the trust are not physically issued. PNC Bank,
N.A., the trust's custodian, maintains a record of each shareholder's
ownership of trust shares. Shares do not have cumulative voting rights,
which means that holders of more than 50% of the shares voting for the
election of trustees can elect all trustees. Shares are transferable,
but have no preemptive, conversion or subscription rights. Shareholders
generally vote on a trust-wide basis, except with respect to
continuation of the Advisory Agreements, in which case shareholders
vote by the Portfolio.

Massachusetts law provides that shareholders could, under certain
circumstances, be held personally liable for the obligations of the
trust. The Trust Agreement disclaims shareholder liability for acts or
obligations of the trust, however, and requires that notice of the
disclaimer be given in each agreement, obligation or instrument entered
into or executed by the trust or a trustee. The Trust Agreement
provides for indemnification from the trust's property for all losses
and expenses of any shareholder held personally liable for the
obligations of the trust. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the trust would be unable to meet its
obligations, a possibility that the trust's management believes is
remote. Upon payment of any liability incurred by the trust, the
shareholder paying the liability will be entitled to reimbursement from
the general assets of the trust. The trustees intend to conduct the
operations of the trust in a manner so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the trust.

PURCHASE OF SHARES

Purchases of shares of the Portfolio through an Advisory Service
must be made through a brokerage account maintained with Salomon Smith
Barney. Payment for Portfolio shares must be made by check directly to
Salomon Smith Barney or to a broker that clears securities transactions
through Salomon Smith Barney. No brokerage account or inactivity fee
is charged in connection with a brokerage account through which an
investor purchases shares of a Portfolio.

Shares of the Portfolio are available to participants in Advisory
Services and are generally designed to relieve investors of the burden
of devising an asset allocation strategy to meet their individual needs
as well as selecting individual investments within each asset category
among the myriad of choices available. Advisory Services generally
provide investment advice in connection with investments among the
Portfolios of the Trust by identifying the investor's risk tolerances
and investment objectives through evaluation of an investment
questionnaire; identifying and recommending in writing an appropriate
allocation of assets among the Portfolios that conform to those
tolerances and objectives in a written recommendation; and providing on
a periodic basis, a written monitoring report to the investor
containing an analysis and evaluation of an investor's account and
recommending any appropriate changes in the allocation of assets among
the Portfolios. Usually under an Advisory Service, all investment
decisions ultimately rest with the investor and investment discretion
is not given to the investment adviser. Shares of the Portfolio may be
sold to clients of Salomon Smith Barney, Inc. or its affiliates that
are not participants in an Advisory Program.

The TRAK(r) Personalized Investment Advisory Service ("TRAK")
sponsored by Salomon Smith Barney is one such advisory service. Under
the TRAK program the Consulting Group in its capacity as investment
adviser to participants in TRAK generally directly provides to
investors asset allocation recommendations and related services with
respect to the Portfolios based on an evaluation of an investor's
investment objective and risk tolerances. Shares of the Portfolio are
offered for purchase and redemption at their respective net asset value
next determined, without imposition of any initial or contingent
deferred sales charge except that the Consulting Group is paid directly
by the investors purchasing Portfolio shares based on the
recommendation of investment subadvisors other than the Consulting
Group, or who contract with the Consulting Group for services other
than those described above, pay, in lieu of TRAK charges, different
fees for different levels of services as agreed upon with their
investment advisers.

REDEMPTION OF SHARES

Detailed information on how to redeem shares of the Portfolio is
included in the prospectus. The right of redemption of shares of the
Portfolio may be suspended or the date of payment postponed (i) for any
periods during which the New York Stock Exchange, Inc. (the "NYSE") is
closed (other than for customary weekend and holiday closings), (ii)
when trading in the markets the Portfolio normally utilizes is
restricted, or an emergency, as defined by the rules and regulations of
the SEC, exists making disposal of the Portfolio's investments or
determination of its net asset value not reasonably practicable or
(iii) for such other periods as the SEC by order may permit for the
protection of the Portfolio's shareholders.

REDEMPTIONS IN KIND

If the board of trustees determines that it would be detrimental
to the best interests of the Portfolio's shareholders to make a
redemption payment wholly in cash, the Portfolio may pay, in accordance
with rules adopted by the SEC, any portion of a redemption in excess of
the lesser of $250,000 or 1% of the Portfolio's net assets by a
distribution in kind of readily marketable portfolio securities in lieu
of cash. Redemptions failing to meet this threshold must be made in
cash. Shareholders receiving distributions in kind of portfolio
securities may incur brokerage commissions when subsequently disposing
of those securities.

NET ASSET VALUE

The Portfolio's net asset value per share is calculated by MMC on
each day, Monday through Friday, except on days on which the NYSE is
closed. The NYSE is currently scheduled to be closed on New Year's
Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas, and on
the preceding Friday when one of those holidays falls on a Saturday or
on the subsequent Monday when one of those holidays falls on a Sunday.
On those days, securities held by the Portfolio may nevertheless be
actively traded and the value of the Portfolio's shares could be
significantly affected.

Net asset value per share is determined the Portfolio as of the
close of trading on the NYSE and is computed by dividing the value of
the Portfolio's net assets by the total number of its shares
outstanding. Securities that are primarily traded on foreign exchanges
are generally valued for purposes of calculating the Portfolio's net
asset value at the preceding closing values of the securities on their
respective exchanges, except that, when an occurrence subsequent to the
time a value was so established is likely to have changed that value,
the fair market value of those securities will be determined by
consideration of other factors by or under the direction of the board
of trustees. A security that is primarily traded on a domestic or
foreign stock exchange is valued at the last sale price on that
exchange or, if no sales occurred during the day, these investments are
quoted at the mean between the current bid and ask prices. A security
that is listed or traded on more than one exchange is valued for
purposes of calculating the Portfolio's net asset value at the
quotation on the exchange determined to be the primary market for the
security. Debt securities of U.S. issuers (other than U.S. Government
Securities and short-term investments) are valued by MMC after
consultation with an independent pricing service. When, in the
judgment of the pricing service, quoted bid prices are available and
are representative of the bid side of the market, these investments are
valued at the mean between the quoted bid and ask prices. Investments
for which no readily obtainable market quotations are available, in the
judgment of the pricing service, are carried at fair value as
determined by the pricing service. The procedures of the pricing
service are reviewed periodically by the officers of the Trust under
the general supervision and responsibility of the board of trustees.
An option that is written by the Portfolio is generally valued at the
last sale price or, in the absence of the last sale price, the last
offer price. An option that is purchased by the Portfolio is generally
valued at the last sale price or, in the absence of the last sale
price, the last bid price. The value of a futures contract is equal to
the unrealized gain or loss on the contract that is determined by
marking the contract to the current settlement price for a like
contract on the valuation date of the futures contract. A settlement
price may not be used if the market makes a limit move with respect to
a particular futures contract or if the securities underlying the
futures contract experience significant price fluctuations after the
determination of the settlement price. When a settlement price cannot
be used, futures contracts will be valued at their fair market value as
determined by or under the direction of the board of trustees.

All assets and liabilities initially expressed in foreign
currency values will be converted into U.S. dollar values at the mean
between the bid and offered quotations of the currencies against U.S.
dollars as last quoted by a recognized dealer. If the bid and offered
quotations are not available, the rate of exchange will be determined
in good faith by the board of trustees. In carrying out the board's
valuation policies, MMC may consult with an independent pricing service
retained by the trust.

The valuation of the securities held by the Portfolio in U.S.
dollar-denominated securities with less than 60 days to maturity are
based upon their amortized cost, which does not take into account
unrealized capital gains or losses. Amortized cost valuation involves
initially valuing an instrument at its cost and, thereafter, assuming a
constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as determined
by amortized cost, is higher or lower than the price that the Portfolio
would receive if it sold the instrument.

DETERMINATION OF PERFORMANCE

From time to time, the trust may quote a Portfolio's total return
in advertisements or in reports and other communications to
shareholders.

Average Annual Total Return

From time to time, the Trust may advertise the Portfolio's
"average annual total return" over various periods of time. This total
return figure shows the average percentage change in value of an
investment in the Portfolio from the beginning date of the measuring
period to the ending date of the measuring period and is reduced by the
maximum Smith Barney Advisory Service fee during the measuring period.
The figure reflects changes in the price of the Portfolio's shares and
assumes that any income, dividends and/or capital gains distributions
made by the Portfolio during the period are reinvested in shares of the
Portfolio. Figures will be given for recent one-, five- and ten-year
periods (if applicable) and may be given for other periods as well
(such as from commencement of the Portfolio's operations or on a year-
by-year basis). When considering average total return figures for
periods longer than one year, investors should note that a Portfolio's
annual total return for any one year in the period might return figures
for various periods, representing the cumulative change in value of an
investment in the Portfolio for the specific period (again reflecting
changes in the Portfolio's share price, the effect of the maximum
Salomon Smith Barney Advisory Service fee during the period and
assuming reinvestment of dividends and distributions). Aggregate total
returns may be shown by means of schedules, charts or graphs, and may
indicate subtotals of the various components of total return (that is,
the change in value of initial investment, income dividends and capital
gains distributions).

It is important to note that yield and total return figures are
based on historical earnings and are not intended to indicate future
performance. The Statement of Additional Information describes the
method used to determine the Portfolio's yield and total return.
Shareholders may make inquiries regarding the Portfolio, including
current yield quotations or total return figures, to his or her
Financial Consultant.

In reports or other communications to shareholders or in
advertising material, the Portfolio may quote total figures that do not
reflect Smith Barney Advisory Service fees (provided that these figures
are accompanied by standardized total return figures calculated as
described above), as well as compare its performance with that of other
mutual funds as listed in the rankings prepared by Lipper Analytical
Services, Inc. or similar independent services that monitor the
performance of mutual; funds or with other appropriate indices of
investment securities, such as the Salomon Brothers World Government
Bond Index, Lehman Brothers Government Bond Index and Lehman Brothers
Mortgage-Backed Securities Index. The performance information also may
include evaluations of the Portfolio published by nationally recognized
ranking services and by financial publications that are nationally
recognized, such as Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune, Institutional
Investor, Investor's Daily, Kiplinger's Personal finance Magazine,
Money, Morningstar Mutual Fund Values, The New York Times, USA Today
and The Wall Street Journal.

The Portfolio's average annual total return figures described in
the prospectus are computed according to a formula prescribed by the
SEC, expressed as follows:

P(1+T)n = ERV

Where:
P= a hypothetical initial payment of $1,000
T= average annual total return, including the effect of
the maximum annual fee for participation in TRAK.
n= number of years
ERV= Ending Redeemable Value of a hypothetical $1,000
investment made at the beginning of a 1-, 5- or 10-
year period at the end of a 1-, 5- or 10-year period
(or fractional portion thereof), assuming reinvestment
of all dividends and distributions and the effect of
the maximum annual fee for participation in TRAK.

The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period. The Portfolio's net
investment income changes in response to fluctuations in interest rates
and the expenses of the Portfolio.

The Portfolio's net investment income changes in response to
fluctuations in interest rates and the expenses of the Portfolio.
Consequently, the given performance quotations should not be considered
as representative of the Portfolio's performance for any specified
period in the future.

The Portfolio's performance will vary from time to time depending
upon market conditions, the composition of its portfolio and its
operating expenses. Consequently, any given performance quotation
should not be considered representative of a Portfolio's performance
for any specified period in the future. In addition, because
performance will fluctuate, it may not provide a basis for comparing an
investment in the Portfolio with certain bank deposits or other
investments that pay a fixed yield for a stated period of time.
Investors comparing a Portfolio's performance with that of other mutual
funds should give consideration to the quality and maturity of the
respective investment companies' portfolio securities.

Comparative performance information may be used from time to time
in advertising the Portfolios' shares, including data from Lipper
Analytical Services, Inc., Standard & Poor's 500 Composite Stock Price
Index, the Dow Jones Industrial Average and other industry
publications.

TAXES

The Portfolio intends to continue to qualify in each year as a
"regulated investment company" under the Internal Revenue Code of 1986,
as amended (the "Code"). Provided that a Portfolio (i) is a regulated
investment company and (ii) distributes to its shareholders at least
90% of its taxable net investment income (including, for this purpose,
its net realized short-term capital gains) and 90% of its tax exempt
interest income (reduced by certain expenses), it will not be liable
for federal income taxes to the extent its taxable net investment
income and its net realized long-term and short-term capital gains, if
any, are distributed to its shareholders.

As described above and in the prospectus, the Portfolio may
invest in certain types of warrants, foreign currencies, forward
contracts, options and futures contracts. The Portfolio anticipates
that these investment activities will not prevent them from qualifying
as regulated investment companies.

The Portfolio's transactions in foreign currencies, forward
contracts, options and futures contracts (including options and futures
contracts on foreign currencies) will be subject to special provisions
of the Code that, among other things, may affect the character of gains
and losses realized by the Portfolio (i.e., may affect whether gains or
losses are ordinary or capital), accelerate recognition of income to
the Portfolio and defer Portfolio losses. These rules could therefore
affect the character, amount and timing of distributions to
shareholders. These provisions also (i) will require the Portfolio to
mark-to-market certain types of the positions in its portfolio (i.e.,
treat them as if they were closed out), and (ii) may cause the
Portfolio to recognize income without receiving cash with which to pay
dividends or make distributions in amounts necessary to satisfy the
distribution requirements for avoiding income and excise taxes that are
described above and in the prospectus. The Portfolio will monitor its
transactions, will make the appropriate tax elections and will make the
appropriate entries in its books and records when it acquires any
foreign currency, forward contract, option, futures contract or hedged
investment in order to mitigate the effect of these rules and prevent
disqualification of the Portfolio as a regulated investment company.

As a general rule, the Portfolio's gain or loss on a sale or
exchange of an investment will be a long-term capital gain or loss if
the Portfolio has held the investment for more than one year and will
be a short-term capital gain or loss if it has held the investment for
one year or less. Furthermore, as a general rule, a shareholder's gain
or loss on a sale or redemption of Portfolio shares will be a long-term
capital gain or loss if the shareholder has held his or her Portfolio
shares for more than one year and will be a short-term capital gain or
loss if he or she has held his or her Portfolio shares for one year or
less. Gains on shares held for more than 18 months will be eligible
for the reduced 20% maximum capital gains tax rate.

The Portfolio expects to realize a significant amount of net
long-term capital gains that will be distributed as described in the
prospectus. Distributions of net realized long-term capital gains
("capital gain dividends") will be taxable to shareholders as long-term
capital gains, regardless of how long a shareholder has held Portfolio
shares, and will be designated as capital gain dividends in a written
notice mailed to the shareholders after the close of the Portfolio's
prior taxable year. If a shareholder receives a capital gain dividend
with respect to any share held for six months or less, then any loss,
to the extent of the capital gain dividend, shall be treated as a long-
term capital loss.

Each shareholder will receive after the close of the calendar
year an annual statement as to the federal income tax status of his or
her dividends and distributions for the prior calendar year. These
statements will also designate the amount of exempt-interest dividends
that is a specific preference item for purposes of the federal
individual and corporate alternative minimum taxes. Each shareholder
will also receive, if appropriate, various written notices after the
close of the Portfolio's prior taxable year as to the federal income
tax status of his or her Portfolio during the Portfolio's prior taxable
year. Shareholders should consult their tax subadvisors as to any state
and local taxes that may apply to these dividends and distributions.
If a Portfolio is the holder of record of any stock on the record date for
any dividends payable with respect to the stock, these dividends shall be
included in the Portfolio's gross income as
of the later of (i) the date the stock became ex-dividend with respect
to the dividends (i.e., the date on which a buyer of the stock would
not be entitled to receive the declared, but unpaid, dividends) or (ii)
the date the Portfolio acquired the stock. Accordingly, in order to
satisfy its income distribution requirements, a Portfolio may be
required to pay dividends based on anticipated earnings, and
shareholders may receive dividends in an earlier year than would
otherwise be the case.

Investors considering buying shares of the Portfolio on or just
prior to the record date for a taxable dividend or capital gain
distribution should be aware that the amount of the forthcoming
dividend or distribution payment will be a taxable dividend or
distribution payment.

If a shareholder fails to furnish a correct taxpayer
identification number, fails to report fully dividend or interest
income, or fails to certify that he or she has provided a correct
taxpayer identification number and that he or she is not subject to
"backup withholding," then the shareholder may be subject to a 31%
"backup withholding" tax with respect to (i) taxable dividends and
distributions and (ii) the proceeds of any redemptions of Portfolio
shares. An individual's taxpayer identification number is his or her
social security number. The 31% "backup withholding" tax is not an
additional tax and may be credited against a taxpayer's regular federal
income tax liability.

The foregoing is only a summary of certain tax considerations
generally affecting the Portfolio and its shareholders, and is not
intended as a substitute for careful tax planning. Shareholders are
urged to consult their tax subadvisors with specific reference to their
own tax situations, including the effects of the Tax Relief Act of 1997
and their state and local tax liabilities.

CUSTODIAN AND TRANSFER AGENT

PNC Bank National Association ("PNC") serves as the custodian for
the Portfolio. The assets of the Portfolio are held under bank
custodianship in accordance with the 1940 Act. Under their custody
agreements with the trust, PNC is authorized to establish separate
accounts for foreign securities owned by the Portfolio to be held with
foreign branches of U.S. banks as well as certain foreign banks and
securities depositories as sub-custodians of assets owned by the
Portfolios. For its custody services, PNC receives monthly fees charged
to the Portfolio based upon the month-end, aggregate net asset value of
the Portfolio plus certain charges for securities transactions. PNC is
also reimbursed by the Portfolio for out-of-pocket expenses including
the costs of any foreign and domestic sub-custodians.

First Data Investors Services Group Inc., ("First Data"), a
subsidiary of First Data Corporation, serves as the trust's transfer
agent. For its services as transfer agent, First Data receives fees
charged to the Portfolio at an annual rate based upon the number of
shareholder accounts maintained during the year. First Data is also
reimbursed by the Portfolio for out-of-pocket expenses.

FINANCIAL STATEMENTS

The trust's Annual Report for the year ended August 31, 1998, was
previously sent to all shareholders and is incorporated into this SAI
by reference.

TRAK(r)

Personalized Investment Advisory Services

WHAT IS TRAK?

Consulting Group

Consulting Group was
formed in 1973 to match
the investment needs of
institutional investors
and wealthy individual
investors with superior
investment advisors. The
Consulting Group has
become one of the
nation's foremost
organizations in
providing fund
evaluation, asset
allocation, market
analysis and investment
advisor selection
services. Today, the
Consulting Group provides
services to more than
$141 billion in client
assets, representing more
than 343,000 client
relationships under a
variety of programs
designed for individual
and institutional
investors.

TRAK is an investment advisory service offered by the Consulting Group of
Solomon Smith Barney. TRAK is designed to work with your Financial
Consultant to provide you with professional investment advice and a
personalized investment strategy. TRAK also gives you access to
strategically selected portfolios encompassing a wide range of investment
styles that are appropriately diversified to meet your investment needs.
The Consulting Group carefully selects professional money managers who
typically serve institutional investors to manage the funds.

HOW DOES TRAK WORK?

The core of TRAK is the Consulting Group's evaluation of your financial
goals and risk tolerances based on the Request, a confidential client
questionnaire which you would complete with the assistance of your
Financial Consultant. The Request asks a number of questions which are
designed to help the Consulting Group understand your financial situation
and investment goals. Your responses give the Consulting Group a profile
of you as an investor-your reasons for investing, your attitudes toward
risk and your comfort level with various types of investments. The
Consulting Group also learns how long you plan to hold your investments
and your current and anticipated income and expenses.

THE TRAK RECOMMENDATION

The Consulting Group carefully evaluates your responses to the Request and
formulates an investment Recommendation which is tailored to your specific
financial circumstances and goals. In the Recommendation, the Consulting
Group provides advice as to the appropriate mix of investment types
designed to balance your financial goals with your risk tolerances and
investment horizon. The Recommendation draws on the Consulting Group's
experience in analyzing macroeconomic events worldwide and monitoring and
evaluating the performance of various market segments over long periods of
time and in designing asset allocation strategies. In order to implement
this optimal asset allocation strategy, the Recommendation selects from
among a diverse array of Portfolios in the Consulting Group's Capital
Markets Funds family. After you receive the Recommendation, you should
review it with your Financial Consultant. If you feel comfortable with
this strategy, you can direct the Financial Consultant to implement the
strategy.

THE TRAK INVESTMENTS

The Consulting Group offers a broad range of Portfolios which are designed
to implement the Recommendation. The Consulting Group serves as manager
to all of the Portfolios, and carefully selects, evaluates and replaces,
subject to the approval of the Board of Trustees of the Capital Markets
Funds, professional money managers who make the day-to-day investment
decisions for their respective Portfolios.

(1) GOVERNMENT MONEY INVESTMENTS

(2) INTERMEDIATE FIXED INCOME INVESTMENTS

(3) LONG-TERM BOND INVESTMENTS

(4) MUNICIPAL BOND INVESTMENTS

(5) MORTGAGE BACKED INVESTMENTS

(6) HIGH YIELD INVESTMENTS

(7) MULTI-SECTOR FIXED INCOME INVESTMENTS

(8) BALANCED INVESTMENTS

(9)LARGE CAPITALIZATION VALUE EQUITY
INVESTMENTS

(10)LARGE CAPITALIZATION GROWTH INVESTMENTS

(11)SMALL CAPITALIZATION VALUE EQUITY
INVESTMENTS

(12)SMALL CAPITALIZATION GROWTH INVESTMENTS

(13)INTERNATIONAL EQUITY INVESTMENTS

(14)INTERNATIONAL FIXED INCOME INVESTMENTS

(15)EMERGING MARKETS EQUITY INVESTMENTS

The money manager
selection process

The Consulting Group
screens more than 3,000
registered investment
advisory firms, tracks
the performance of more
than 700 firms on its
comprehensive database
and evaluates the
strength and performance
of investment management
firms in Consulting Group
programs each year. The
Consulting Group focuses
its evaluation of
professional money
managers on a number of
key management areas:

? level of expertise
? relative performance
and consistency of
performance
? strict adherence to
investment discipline or
philosophy
? personnel, facility
and financial strength
? quality of service
and communication

Shares of the Portfolios may be purchased, redeemed or exchanged daily at
the net asset value next determined without imposition of any sales or
redemption charge. As described below, participation in TRAK is subject
to payment of a quarterly fee at the maximum annual rate of 1.50% of TRAK
assets held in an account at Solomon Smith Barney. Financial Consultants
are compensated based on your participation in TRAK but do not receive
compensation or incentives based on which of the Portfolios are selected
for investment.

THE TRAK REVIEW

TRAK is a continuing investment advisory service. Once your TRAK program
becomes active, the Consulting Group will monitor each of the investment
categories in your TRAK account every quarter to determine whether they
continue to meet your investment needs. The Consulting Group also
continually evaluates the quality of services provided by the professional
money managers managing each fund in your account. You will receive a
periodic Review which highlights all TRAK activity for the preceding
period. The Review includes:

? commentary on the overall performance of the stock and bond markets
in the U.S. and abroad
? breakdown of the investments made by each fund in your account
? record of your personalized return, including the performance of
your investments as compared to several appropriate market indices
? report of year-to-date and cumulative realized gains and losses and
any income received from each fund
? report of all purchase, sale and exchange activity and dividends
and interest received and/or reinvested

PARTICIPATING IN TRAK

Individual Accounts. When you are ready to implement the Recommendation,
the Consulting Group will send you an investment advisory agreement for
your signature. Upon Solomon Smith Barney's acceptance of the agreement,
your Financial Consultant will implement your investment decisions. The
Consulting Group will provide you with a confirmation of your investments,
accompanied by a copy of a brochure required by federal law containing
more detailed information about the Consulting Group and TRAK.

The minimum initial TRAK investment is $10,000 and there is no minimum
subsequent investment. The annual fee for participation in TRAK depends
upon the value of your investments in the TRAK program at the initiation
of the advisory relationship and on a continuing basis on the last day of
the preceding calendar quarter as follows:

? 1.50% of the value of TRAK assets up to $500,000
? 1.20% of the value between $500,000 and $1,000,000
? 1.00% of the value in excess of $1,000,000

The annual participation fee and minimum initial investment may be subject
to negotiation. As a shareholder in the Portfolios, you will also bear a
proportionate share of the Portfolios' fees and expenses, which are
described in detail in the accompanying prospectus.

The TRAK fee is payable partially in advance on a quarterly basis. The
quarterly fee will be payable on the 10th business day of the second month
of each quarter. The TRAK fee begins to accrue on the business day
following your initial investment in the Portfolios (the opening date),
based upon the proportion of the current quarter then remaining, and
payable on the fifth business day after the initial investment is made.
However, if the initial investment is made within five business days of
the end of any quarter, the initial fee payment will cover the period from
the opening date through the last day of the following quarter, and the
fee will be pro-rated accordingly. When you invest in the aggregate an
additional $5,000 or more in the Portfolios during any one quarter, the
TRAK fee, pro-rated for the number of days then remaining in the quarter
and covering the amount of the new investment, will be charged and become
due two days later. When you redeem in the aggregate $5,000 or more from
a Portfolio during any one quarter, you will receive a credit to your
account in which Portfolio shares were held for the TRAK fee applicable to
the Portfolio shares redeemed, based on the proportion of the quarter
remaining after the redemption. The credit will be applied on the day the
quarterly fee is due for the quarter in which the Portfolio shares are
redeemed, or two business days after the Portfolio shares are redeemed,
whichever is later. Additional investments and redemptions are netted
when calculating additional fees or credits during a quarter.

Once your TRAK program becomes active, Reviews covering all TRAK activity
for the preceding quarter will be mailed on or about the 20th day of
April, July, October and January of each year and will contain a debit
notice indicating the amount of the fee payable, payable partially in
advance, for the current calendar quarter. You may instead elect to
receive a Review on a semi-annual basis. If you select this option, the
TRAK fee will still be payable on a quarterly basis.

Retirement Accounts. For individual retirement accounts, retirement plans
for self-employed individuals and employee benefit plans subject to the
Employee Retirement Income Security Act of 1974, as amended (Plans), the
minimum initial TRAK investment is $10,000 and the fee for participation
in TRAK by a Plan will be reduced by an amount for all Portfolios in which
Plan assets are invested determined according to the following formula:

(the value of Plan
assets invested in a
fund on the last
calendar day of the
previous calendar
quarter (or on the
day an initial
investment is made
during the calendar
quarter))

? the reduction factor

?(number of days in
the period for
which the TRAK fee
is being assessed)

(the actual number
of days in the
calendar year of
which the period is
a part)

The reduction factor for Portfolios 1-4 on page ii above shall be 0%,
for Portfolios 5, 6 and 14 shall be .05% and for Portfolios 8-13 shall
be .10%.

For subsequent investments or redemptions of an aggregate of $5,000 or
more, the pro-rated fee or credit for the balance of the quarter will
be calculated on the basis of the net percentage TRAK fee paid for the
quarter during which the subsequent investment or redemption is made.
Certain employee benefit plans may invest in the TRAK program on terms
which differ from those outlined above. To find out more about this,
please contact your Financial Consultant.

FEE PAYMENT OPTIONS

The TRAK fee may also be paid through automatic redemption on the
specified payment date of a portion of Portfolio shares held in your
account. Unless you specify otherwise, automatic payments will be made
first from redemption of shares of Government Money Investments, next
from credit balances held in your Solomon Smith Barney brokerage
account, then from redemptions of shares of any money market fund held
in that brokerage account in which free credit balances are routinely
and automatically invested. If the TRAK fee is still not paid, a debit
will be placed in your brokerage account in the amount of the TRAK fee
payment outstanding. If you pay by check, these funds will be
deposited in your Solomon Smith Barney brokerage account and may be
invested in shares of a Solomon Smith Barney money market fund which
you designate until the specified payment date.

TERMINATION OF THE PROGRAM

You may terminate your participation in TRAK at any time by giving five
days' notice to Solomon Smith Barney. If a termination is effected
within five business days of receipt of the confirmation and brochure
described above, any TRAK fee paid will be credited to your account or
paid by check mailed to you if you so instruct. Termination of a TRAK
program must be effected by a redemption of all Portfolio shares held
in your TRAK account. The Consulting Group reserves the right to
reject any investor's participation in TRAK.

THE CONSULTING GROUP'S RESPONSIBILITY

The Consulting Group serves as investment advisor to each client in
TRAK, and receives from the client the fee described above that does
not vary based on the Portfolios recommended for the client's
investments. The Consulting Group also serves as the Capital Markets
Funds' manager with responsibility for identifying, retaining,
supervising and compensating each Portfolio's money manager and
receives an advisory fee from each Portfolio, a varying portion of
which is retained by the manager based on the Portfolio involved. When
making asset allocation recommendations for TRAK clients, the
Consulting Group may be presented with a conflict of interest as to the
specific Portfolios recommended for investment. The fee structure for
retirement accounts is intended to minimize any such conflict of
interest. Investors should note that the Consulting Group owes a
fiduciary duty to all of its clients, which requires it to act solely
in the client's best interest when making investment recommendations.
TRAK participants should note that, although the Consulting Group
receives a fee from investments for services as the Capital Markets
Funds' Manager from Government Money Investments, the entire amount of
that fee is paid by the Consulting Group to the Portfolio's money
manager. Thus, the Consulting Group retains no management fee paid by
that Portfolio.

Salomon Smith Barney provides a broad range of investment services to
individuals, financial institutions,
governments and corporations in the United States and around the world.
The firm is a member of Citigroup, Inc., a leading diversified financial
service company listed on the New York Stock Exchange, Inc. under the
symbol C.
6
Salomon Smith Barney provides a broad range of investment services to
individuals, financial institutions,
governments and corporations in the United States and around the world.
The firm is a member of Citigroup, Inc., a leading diversified financial
service company listed on the New York Stock Exchange, Inc. under
the symbol C.

PART C

Item 23. Exhibits

(a)(1) Master Trust Agreement is incorporated by reference to
Registrant's Registration Statement on Form N-1A as filed with the
Securities and Exchange Commission (the "Commission") on May
24, 1991 (the "Registration Statement").

(a)(2) Amendment No. 1 to Master Trust Agreement is
incorporated by reference to the Registration Statement.

(a)(3) Amendment No. 2 to Master Trust Agreement is
incorporated by reference to Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-1A as
filed with the Commission on July 22, 1991 ("Pre-Effective
Amendment No. 1").

(a)(4) Amendment No. 3 to Master Trust Agreement is
incorporated by reference to Post-Effective Amendment
No. 6 ("Post-Effective Amendment No. 6") to the Registration
Statement on Form N-1A filed on March 18, 1994.

(b)(1) By-Laws are incorporated by reference to the
Registration Statement.

(b)(2) Amended and Restated By-Laws are incorporated by
reference to Pre-Effective Amendment No. 1.

(d)(1) Investment Management Agreement dated July 30, 1993
between the Registrant and The Consulting Group, a division of Smith,
Barney Advisers, Inc., is incorporated by reference to Post-Effective
Amendment No. 3 ("Post-Effective Amendment No. 3") to the
Registration Statement on Form N-1A filed with the Commission
on October 29, 1993.

(d)(2) Investment Advisory Agreement dated July 30, 1993
between Smith, Barney Advisers, Inc. and Smith Affiliated Capital Corp.
relating to Registrant's Municipal Bond Investments Portfolio is
incorporated by reference to Post-Effective Amendment No. 3.

(d)(3) Investment Advisory Agreement dated July 30, 1993
between Smith, Barney Advisers, Inc. and Atlantic Portfolio Analytics &
Management, Inc. relating to Registrant's Mortgage Backed Investments
Portfolio is incorporated by reference to Post-Effective Amendment No. 3.

(d)(4) Investment Advisory Agreement dated January 4, 1999
between Mutual Management Corp. and Seix Investment Advisors Inc.
relating to Registrant's Balanced Investments Portfolio will
be filed by amendment.

(d)(4) Investment Advisory Agreement dated January 4, 1999
between Mutual Management Corp. and Laurel Capital Advisors, LLP
relating to Registrant's Balanced Investments Portfolio will
be filed by amendment.

(d)(6) Investment Advisory Agreement dated April 1, 1998
between Smith, Barney Advisers, Inc. and Standish, Ayer & Wood, Inc.
relating to Registrant's Intermediate Fixed Income Investments Portfolio
is to be filed by amendment.

(d)(7) Investment Advisory Agreement dated July 30, 1993
between Smith, Barney Advisers, Inc. and Julius Baer Investment Management
Inc. relating to Registrant's International Fixed Income Investments
Portfolio is incorporated by reference to Post-Effective Amendment No. 3.

(d)(8) Investment Advisory Agreement dated April 1, 1998
between Mutual Management Corp. and NFJ Investment Group Inc. relating
to Registrant's Small Capitalization Value Equity Investments
Portfolio is to be filed by amendment.

(d)(9) Investment Advisory Agreement dated October 1, 1998 between
Mutual Management Corp. (Formerly Smith Barney Mutual Funds
Management Inc.) and The Boston Company
Asset Management LLC relating to Registrant's Large Capitalization Value
Equity Investments Portfolio is to be filed by amendment.

(d)(10) Investment Advisory Agreement dated March 10, 1995
between Smith Barney Mutual Funds Management Inc. and Parametric Portfolio
Associates, Inc. relating to Registrant's Large Capitalization Value
Equity Investments Portfolio is to be filed by amendment.

(d)(11) Investment Advisory Agreement
dated January 11, 1999 between Mutual Management Corp. and Provident
Investment Counsel relating to Registrant's Large Capitalization Growth
Investments Portfolio is to be filed by amendment.

(d)(12) Investment Advisory Agreement dated October 1, 1998
between Mutual Management Corp. and Standish, Ayer & Wood, Inc.
relating to Registrant's Government Money Investments Portfolio is
to be filed by amendment.

(d)(13) Investment Advisory Agreement dated October 1, 1998
between Mutual Management Corp. and Oechsle International Advisors
L.P. relating to Registrant's International Equity Investments Portfolio is
To be filed by amendment.

(d)(14) Investment Advisory Agreement dated March 3, 1994
between Smith, Barney Advisers, Inc. and John Govett & Company, Ltd.
relating to Registrant's Emerging Markets Equity Investments Portfolio
is incorporated by reference to Post-Effective Amendment No. 6.

(d)(15) Administration Agreement dated June 2, 1994 between the
Registrant and Smith, Barney Advisers, Inc. is incorporated by
reference to Post-Effective Amendment No. 16

(d)(16) Investment Advisory Agreement dated April 1, 1998 between
Mutual Management Corp. and National Asset Management Corporation
relating to Long-Term Bonds Investments is to be filed by amendment.

(d)(17) Investment Advisory Agreement dated June, 1997 between
Smith Barney Mutual Funds Management Inc. and Wall Street Associates
relating to Small Capitalization Growth Investments is incorporated
by reference to Post-Effective Amendment No. 18 to the Registration
Statement on Form N-1A filed.

(d)(18) Investment Advisory Agreement dated November 18 1997 between
Smith Barney Mutual Funds Management Inc. and Westpeak Investment
Advisors, LP relating to Small Capitalization Growth Investments is
Incorporated by reference to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed.

(d)(19) Investment Advisory Agreement dated April 1, 1998 between
Mutual Management Corp. and Mellon Capital Management Corporation
relating to Small Capitalization Value Equity Investments is to be filed
by amendment.

(d)(20) Investment Advisory Agreement dated April 1, 1998 between Mutual
Management Corp. and Mellon Capital Management Corporation relating to
Small Capitalization Growth Investments is to be filed by amendment.

(d)(21) Investment Advisory Agreement dated April 1, 1998 between
Mutual Management Corp. and Barclays Global Fund Advisors relating to
Large Capitalization Growth Investments is to be filed by amendment.

(d)(22) Investment Advisory Agreement dated January 11, 1999 between
Mutual Management Corp. and Barclays Global Fund Advisors relating to
Large Capitalization Value Equity Investments is to be filed by amendment.

(d)(23) Investment Advisory Agreement dated April 1, 1998 between
Mutual Management Corp. and David L. Babson & Co. Inc. relating to
Small Capitalization Value Equity Investments is to be filed by amendment.

(d)(24) Investment Advisory Agreement dated June 15, 1998 between
Mutual Management Corp. and Alliance Capital Management L.P. relating to
Large Capitalization Value Equity Investments is to be filed by amendment.

(d)(25) Investment Advisory Agreement dated October 1, 1998 between
Mutual Management Corp. and State Street Global Advisors relating to
International Equity Investments is to be filed by amendment.

(d)(26) Investment Advisory Agreement dated July 15, 1998 between
Mutual Management Corp. and State Street Global Advisors relating to
Emerging Markets Equity Investments is to be filed by amendment.

(d)(27) Investment Advisory Agreement dated August 3, 1998 between
Mutual Management Corp. and Baring Asset Management, Inc. relating to
Emerging Markets Equity Investments is to be filed by amendment.

(d)(28) Investment Advisory Agreement dated , 1999 between
Mutual Management Corp. and State Street Global Advisors relating to
Multi-Strategy Market Neutral Investments is to be filed by amendment.

(d)(29) Investment Advisory Agreement dated , 1999 between
Mutual Management Corp. and Calamos Asset Management, Inc. relating to
Multi-Strategy Market Neutral Investments is to be filed by amendment.

(d)(30) Investment Advisory Agreement dated , 1999 between Mutual
Management Corp. and Pegasus Investments, Inc. relating to Multi-Strategy
Market Neutral Investments is to be filed by amendment.

(e)(1) Distribution Agreement dated July 30, 1993 between the
Registrant and Smith Barney Shearson Inc. is incorporated by reference to
Post-Effective Amendment No. 3.

(e)(2) Form of Distribution Agreement between the Registrant
and CFBDS Inc. is incorpotated by reference to
Post-Effective Amendment No.23.

(f) Not Applicable.

(g) Custody Agreements between the Registrant and PNC
Bank and Morgan Guaranty and Trust Company dated March
3, 1995 and August 24, 1995, respectively, are incorporated by reference to
Post-Effective Amendment No. 13 to the Registration Statement
on Form N-1A as filed on November 2, 1995.

(h) Transfer Agency and Registrar Agreement between the
Registrant and The Shareholder Services Group, Inc., dated September 26, 1993,
is incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A, as filed on
December 30, 1993.

(i) Opinion of Willkie Farr & Gallagher, including Consent,
is incorporated by reference to Post-Effective Amendment
No. 13 to the Registration Statement on Form N-1A filed
on November 2, 1995.

(j) Auditors' Consent is to be filed by amendment.

(k) Not Applicable.

(l) Purchase Agreement between the Registrant and Shearson
Lehman Brothers Inc. is incorporated by reference to Post-Effective
Amendment No. 1.

(m) Not Applicable.

(n) Not Applicable.

(o) Not Applicable.

Item 24. Persons Controlled by or Under Common Control with
Registrant

None.

Item 25. Indemnification

Incorporated by reference to Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-1A as filed on
January 7, 1993.

Item 26(a) Business and Other Connections of Investment
Advisors

Investment Manager - The Consulting Group

The Consulting Group and its predecessor have been in
the investment counseling business since 1973. The Consulting Group is a
division of Mutual Management Corp. ("MMC") (formerly Smith Barney Mutual
Funds Management Inc.), which was incorporated in 1968 under the laws of
the State of Delaware. MMC is a wholly owned subsidiary of Salomon Smith
Barney Holdings Inc., which is in turn a wholly owned subsidiary of
Citigroup Inc.

The list required by this Item 26 of officers and
directors of MMC and the Consulting Group, together with information as to
any other business, profession, vocation or employment of a substantial
nature engaged in by such officers and directors during the past
two fiscal years, is incorporated by reference to Schedules A and D of
Form ADV filed by MMC on behalf of the Consulting Group pursuant to the
Advisers Act (SEC File No. 801-8314).

Item 26.(b) Business and Other Connections of Advisors

Advisors - Standish, Ayer & Wood, Inc.

Standish, Ayer & Wood, Inc. ("SAW") serves as
investment advisor to Intermediate Fixed Income Investments and Government
Money Investments. SAW is registered as a commodity trading adviser with the
National Futures Association. SAW has been registered as an investment
advisor under the Advisers Act since 1940. SAW provides investment advisory
services to individuals and institutions. SAW's principal executive
offices are located at One Financial Center, Boston, Massachusetts 02111.

The list required by this Item 26 of officers and
directors of SAW, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by SAW pursuant to the
Advisers Act (SEC File No. 801-584).

Advisors - National Asset Management , Inc.

National Asset Management , Inc. ("National Asset") serves as
investment advisor to Long-Term Bond Investments. National Asset has
been registered as an investment advisor under the Advisers Act since 1979
and provides investment advisory services to individuals and
institutions. National Asset principal executive offices are
located at 101 South Fifth Street, 6th Floor, Louisville, KY 40202.

The list required by this Item 26 of officers and
directors of National Asset together with information as to any other
business, profession, vocation or employment of a substantial nature
engaged in by such officers and directors is incorporated by reference to
Schedules A and D of Form ADV filed by National Asset.

Advisors - Smith Affiliated Capital Corp.

Smith Affiliated Capital Corp. ("SACC") serves as
investment advisor to Municipal Bond Investments. SACC has been registered
as an investment advisor under the Advisers Act since 1982. SACC provides
investment advisory services to individuals and institutions, and is a
general partner of, and investment advisor to, a limited partnership
primarily investment in municipal bonds. SAW's principal executive
offices are located at 880 Third Avenue, New York, New York 10022.

The list required by this Item 26 of officers and
directors of SACC, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by SACC pursuant to the
Advisers Act (SEC File No. 801-17037).

Advisors - Atlantic Portfolio Analytics & Management,
Inc.

Atlantic Portfolio Analytics & Management, Inc.
("APAM") serves as investment advisor to Mortgage Backed Investments.
APAM has been registered as an investment advisor under the Advisers Act
since 1984. APAM serves as an investment advisor to institutions.
APAM's principal executive offices are located at 201 East Pine Street,
Suite 600, Orlando, Florida 32801.

The list required by this Item 26 of officers and
directors of APAM, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by APAM pursuant to the
Advisers Act (SEC File No. 801-24775).

Advisors - The Boston Company Asset Management, Inc.

The Boston Company Asset Management, Inc. ("TBCAM") serves as
co-investment advisor to Large Capitalization Value Equity Investments.
TBCAM has been registered as an investment advisor under the Advisers Act
since 1970. TBCAM's principal executive offices are located at One Boston
Place, Boston, Massachusetts 02108.

The list required by this Item 26 of officers and
directors of TBCAM, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in
by such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by TBCAM pursuant to the
Advisers Act (SEC File No. ________).

Advisors - Parametric Portfolio Associates, Inc.

Parametric Portfolio Associates, Inc. ("PPA") serves as
co-investment advisor to Large Capitalization Value Equity Investments.
PPA has been registered as an investment advisor under the Advisers Act
since 1987. PPA provides investment advisory services to a number of
individual and institutional clients. PPA's principal executive offices
are located at 7310 Columbia Center, 701 Fifth Avenue, Seattle, Washington
98104-7090.

The list required by this Item 26 of officers and
directors of PPA, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by PPA pursuant to the
Advisers Act (SEC File No. 801-29855).

Advisors - Provident Investment Counsel, Inc.

Provident Investment Counsel, Inc. ("PIC") serves as
investment advisor to Large Capitalization Growth Investments. PIC has
been registered as an investment advisor under the Advisers Act
since 1951. PIC provides investment advisory services to individual and
institutional clients. PIC's principal executive offices are located at
300 North Lake Avenue, Pasadena, California 91101.

The list required by this Item 26 of officers and
directors of PIC, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by PIC pursuant to the
Advisers Act (SEC File No. 801-11303).

Advisors - NFJ Investment Group, Inc.

NFJ Investment Group, Inc. ("NFJ") serves as co-
investment advisor to Small Capitalization Value Equity Investments.
NFJ has been registered as an investment advisor under the Advisors
Act since 1989. NFJ provides investment advisory services to a number
of individual and institutional clients. NFJ's principal executive offices
are located at 2121 San Jacinto Street, Suite 1440, Dallas, Texas 75201.

The list required by this Item 26 of officers and
directors of NFJ, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by NFJ pursuant to the
Advisers Act (SEC File No. 801-42814).

Advisors - Wall Street Associates

Wall Street Associates ("WSA") will serve as
co-investment advisor to Small Capitalization Growth Investments. WSA has
been registered as an investment advisor under the Advisers Act since 1987.
WSA is the investment adviser of various institutional clients. WSA's
principal executive offices are located at 1200 Prospect Street,
Suite 100, LaJolla, CA 92037.

The list required by this Item 26 of officers and
directors of WSA, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedule A and D of Form ADV filed by WSA pursuant to the
Advisers Act (SEC File No.801-30019).

Advisors - Westpeak Investment Advisors, LP

Westpeak Investment Advisors, LP("WSA") will serve as
co-investment advisor to Small Capitalization Growth Investments.
Westpeak has been registered as an investment advisor under the Advisers
Act since 1991. Westpeak is the investment adviser of various institutional
clients. Westpeak's principal executive offices are located at 1011 Walnut
Street,Suite 400, Boulder, CO 80302.

The list required by this Item 26 of officers and
directors of Westpeak, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedule A and D of Form ADV filed by Westpeak pursuant to the
Advisers Act (SEC File No.801-39554).

Advisors - Oechsle International Advisors, L.P.

Oechsle International Advisors, L.P. ("OIA") serves as
investment advisor to International Equity Investments. OIA has been
registered as an investment advisor under the Advisers Act since 1986. OIA
provides investment advisory services to a number of individual and
institutional clients. OIA's principal executive offices are located at
One International Place, Boston, Massachusetts 02110.

The list required by this Item 26 of officers and
directors of OIA, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by OIA pursuant to the
Advisers Act (SEC File No. 801-28111).

Advisors - Julius Baer Investment Management Inc.

Julius Baer Investment Management Inc. ("JBIM") serves
as investment advisor to International Fixed Income Investments. JBIM has
been registered as an investment advisor under the Advisers Act
since 1984. Directly and through Julius Baer Securities Inc., JBIM
provides investment advisory services to a wide variety of individual and
institutional clients, including registered investment companies. JBIM's
principal executive offices are located at 330 Madison Avenue, New
York, New York 10017.

The list required by this Item 26 of officers and
directors of JBIM together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by JBIM pursuant to the
Advisers Act (SEC File No. 801-18766).

Advisors - AIB Govett Asset Management Ltd.

AIB Govett Asset Management Ltd. ("Govett") will serve as
investment advisor to Emerging Markets Equity Investments. Govett has been
registered as an investment advisor under the Advisers Act since 1972.
Govett is the investment adviser of various institutional clients. Govett's
principal executive offices are located at Shackleton House, 4
Battlebridge Lane, London, SE1-2HR.

The list required by this Item 26 of officers and
directors of Govett, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedule A and D of Form ADV filed by Govett pursuant to the
Advisers Act (SEC File No.801-34730).

Advisors - Alliance Capital Management L.P.

Alliance Capital Management L.P. ("Alliance") will serve as
investment advisor to High Yield Investments. Alliance has been
registered as an investment advisor under the Advisers Act since 1971.
Alliance is the investment adviser of various institutional and
individual clients. Alliance's
principal executive offices are located at 1345 Avenue of the
Americas, New York, New York .

The list required by this Item 26 of officers and
directors of Alliance, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedule A and D of Form ADV filed by Alliance pursuant to the
Advisers Act (SEC File No.801-32361).

Advisors - David L. Babson & Co., Inc.

David L. Babson & Co. Inc. ("Babson") will serve as an
investment advisor to Small Capitalization Value Equity Investments.
Babson has been registered as an investment advisor under the Advisers Act
since 1940. Babson is the investment adviser of various institutional
and individual clients. Babson's principal executive offices are located
at One Memorial Drive, Cambridge, MA,02142-1300.

The list required by this Item 26 of officers and
directors of Babson, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedule A and D of Form ADV filed by Babson pursuant to the
Advisers Act (SEC File No.801-241).

Item 27. Principal Underwriters

(a) CFBDS, Inc. the Registrant's Distributor, is also
the distributor for
CitiFundsSM International Growth & Income Portfolio,
CitiFundsSM International Equity Portfolio, CitiFundsSM Large Cap
Growth
Portfolio, CitiFundsSM Intermediate Income Portfolio,
CitiFundsSM Short-Term U.S. Government Income Portfolio,
CitiFundsSM Emerging Asian Markets Equity Portfolio,
CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves,
CitiFundsSM Premium U.S. Treasury Reserves,
CitiFundsSM Premium Liquid Reserves, CitiFundsSM Institutional U.S.
Treasury Reserves, CitiFundsSM Institutional Liquid Reserves,
SM Institutional Cash Reserves, CitiFundsSM Tax Free Reserves,
CitiFundsSM Institutional Tax Free Reserves,
CitiFundsSM California Tax Free Reserves,
CitiFundsSM Connecticut Tax Free Reserves,
CitiFundsSM New York Tax Free Reserves, CitiFundsSM Balanced Portfolio,
CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth & Income
Portfolio,
CitiFundsSM Small Cap Growth Portfolio, CitiFundsSM National
Tax Free Income Portfolio, CitiFundsSM New York Tax Free Income
Portfolio,
CitiSelect VIP Folio 200, Citiselect VIP Folio 300,
CitiSelect (VIP Folio 400, CitiSelect (VIP Folio 500,
CitiFundsSM Small Cap Growth VIP Portfolio, CitiSelect (Folio 200,
CitiSelect (Folio 300, CitiSelect (Folio 400, and CitiSelect (Folio
500.
CFBDS is also the placement agent for Large Cap Value Portfolio,
International Portfolio, Foreign Bond Portfolio,
Intermediate Income Portfolio, Short-Term Portfolio,
Growth & Income Portfolio, Large Cap Growth Portfolio,
Small Cap Growth Portfolio, International Equity Portfolio,
Balanced Portfolio, Government Income Portfolio, Emerging
Asian Markets Equity Portfolio, Tax Free Reserves Portfolio,
Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio.

CFBDS, Inc. is also the distributor for the following
Smith Barney Mutual Fund registrants:
Greenwich Street Series Fund
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
Smith Barney Concert Allocation Series Inc.
Smith Barney Equity Funds
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc.
Smith Barney Income Funds
Smith Barney Institutional Cash Management Fund, Inc.
Smith Barney Investment Trust
Smith Barney Investment Funds Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc.
Smith Barney Muni Funds
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Natural Resources Fund Inc.
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund Inc.
Smith Barney Principal Return Fund
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Telecommunications Trust
Smith Barney Variable Account Funds
Smith Barney World Funds, Inc.
Travelers Series Fund Inc.
And various series of unit investment trusts.

CFBDS, Inc. is also the distributor for the following
Salomon Brothers funds;
Salomon Brothers Opportunity Fund Inc
Salomon Brothers Investors Fund Inc
Salomon Brothers Capital Fund Inc
Salomon Brothers Series Funds Inc
Salomon Brothers Institutional Series Funds Inc
Salomon Brothers Variable Series Funds Inc

The information required by this Item 27 with respect
to each director, officer and partner of CFBDS, Inc.
is incorporated by reference to Schedule A of Form BD
filed by CFBDS, Inc. pursuant to the Securities
Exchange Act of 1934 (SEC File No. 8-32417).

Item 28. Location of Accounts and Records

Consulting Group Capital Markets Funds
222 Delaware Avenue
Wilmington, Delaware 19801

PNC Bank, National Association
17th and Chestnuts Streets
Philadelphia, Pennsylvania

The Chase Manhattan Bank
Chase MetroTech Center
Brooklyn, NY 11245

Salomon Smith Barney Inc.
388 Greenwich Street, 22nd Floor
New York, New York 10013

First Data Investor Services Group Inc.
Exchange Place
Boston, MA 02109

Item 29. Management Services

Not Applicable.

Item 30. Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended
(the"1933 Act")and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
and where applicable, the true and lawful attorney-in-fact, thereto duly
authorized, in the City of New York and State of New York on the 15th day
of January 1999.

CONSULTING GROUP CAPITAL MARKETS FUNDS

BY /s/ Heath B. McLendon
(Heath B. McLendon, Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

Signature Title Date

/s/ Heath B. McLendon
Trustee and Chairman of the Board January 15, 1999
Heath B. McLendon (Chief Executive Officer)

/s/ Lewis E. Daidone
Senior Vice President and Treasurer January 15, 1999
Lewis E. Daidone (Chief Financial and Accounting
Officer)

/s/ Walter E. Auch, Sr.*
Walter E. Auch, Sr., Trustee January 15, 1999

/s/ Armon E. Kamesar, Trustee, January 15, 1999
Armon E. Kamesar

/s/ Martin Brody*
Martin Brody, Trustee, January 15, 1999

/s/ Stephen E. Kaufman*
Stephen E. Kaufman, Trustee, January 15, 1999

* Signed pursuant to power of attorney filed October 29, 1993 as an exhibit
to Post-Effective Amendment No. 3.

/s/ Heath B. McLendon
Heath B. McLendon January 15, 1999