CONSULTING GROUP CAPITAL MARKETS FUNDS
AMENDMENT NO. 15
TO
MASTER TRUST AGREEMENT
AMENDMENT NO. 15 (the "Amendment") to the Master Trust Agreement
dated April 12, 1991 (the "Agreement") of Consulting Group Capital Markets
Funds (the "Trust"), made as of the 9th day of September, 2005.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that
the Agreement may be amended at any time, so long as such amendment does
not adversely affect the rights of any shareholder and so long as such
amendment is not in contravention of applicable law, including the
Investment Company Act of 1940, as amended, (the "1940 Act") by an
instrument in writing signed by an officer of the Trust pursuant to a
vote of a majority of the Trustees; and
WHEREAS, the Trustees have the authority under Article IV,
Section 4.2(d) of the Agreement to authorize the liquidation of any
particular Sub-Trust (as defined in the Agreement) of the Trust, subject
to the approval of a majority of the outstanding voting Shares, as defined
in the Agreement, of that Sub-Trust, as defined in the 1940 Act; and
WHEREAS, on June 6, 2005, at a regular meeting of the Board of
Trustees, the Trustees voted to authorize the liquidation of Multi-Strategy
Market Neutral Investments (the "Fund"), a Sub-Trust of the Trust; and
effective upon such liquidation, to abolish the Fund in accordance with
Section 4.1 of the Agreement; and
WHEREAS, on August 18, 2005, a majority of shareholders of the Fund
voted to approve the liquidation and abolishment of the Fund; and
WHEREAS, on September 9, 2005, the Fund was liquidated; and
WHEREAS, the undersigned has been duly authorized by the Trustees
to execute and file this Amendment No. 15 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the Agreement is
hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts. Without
limiting the authority of the Trustees set forth in Section 4.1 to establish
and designate any further Sub-Trusts, the Trustees hereby establish and
designate the following Sub-Trusts: Emerging Markets Equity Investments,
Government Money Investments, High Yield Investments, Core Fixed Income
Investments, International Equity Investments, International Fixed Income
Investments, Large Capitalization Growth Investments, Large Capitalization
Value Equity Investments, Municipal Bond Investments, Small Capitalization
Growth Investments and Small Capitalization Value Equity Investments.
The shares of such Sub-Trusts and any shares of any further Sub-Trusts that
may from time to time be established and designated by the Trustees shall
(unless the Trustees otherwise determine with respect to some further
Sub-Trust at the time of establishing and designating the same) have the
following relative rights and preferences."
The undersigned hereby certifies that the Amendment set forth above
has been duly adopted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereto set her hand as of
the day and year first above written.
CONSULTING GROUP CAPITAL MARKETS FUNDS
By:___________________________________________
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
G:\NA\Stamford\SLB Legal Compliance\Legal\FUNDS\TRAK\ORGDOCS\charteramend15.doc
