exhibit a(4)

                               CITIFUNDS TRUST I

                            Certificate of Amendment

     The undersigned, being the Assistant Secretary of CitiFunds Trust I
(hereinafter referred to as the "Trust"), a trust with transferable shares of
the type commonly called a Massachusetts business trust, DOES HEREBY CERTIFY
that, in accordance with the authority conferred upon the Trustees of the Trust
by the Trust's Amended and Restated Declaration of Trust, dated September 28,
2001 (hereinafter referred to as the "Declaration of Trust"), and by the
affirmative vote of a majority of the Trustees of the Trust at a meeting duly
called and held on August 9, 2004, the Establishment and Designation of Series
and the Establishment and Designation of Classes, Exhibit A and Exhibit B to
the Declaration of Trust, respectively, have been amended to read as set forth
in Exhibits A and B attached to this Certificate.

     IN WITNESS WHEREOF, the undersigned has set his hand this 29th day of
November, 2004.

                                         /s/ Rosemary D. Emmens
                                         ----------------------
                                         Rosemary D. Emmens
                                         Assistant Secretary



                                                                      Exhibit A
                     Amended and Restated Establishment and
                       Designation of Series of Shares of
                              Beneficial Interest

     The Trustees of the Trust, acting pursuant to the Trust's Declaration,
have established and designated the series (the "Fund") of Shares of Beneficial
Interest listed below. No changes to the existing Series are being made.

                   Smith Barney Emerging Markets Equity Fund

     1. The Fund is: "Smith Barney Emerging Markets Equity Fund."

     2. The Fund shall be authorized to hold cash, invest in securities,
instruments and other property and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of the Fund. Each Share of the Fund shall be redeemable as provided in
the Declaration. Subject to differences among classes, each Share of the Fund
shall be entitled to vote on matters on which Shares of the Fund shall be
entitled to vote as provided in Section 6.8 of the Trust's Declaration, shall
represent a pro rata beneficial interest in the assets allocated or belonging
to the Fund, and shall be entitled to receive its pro rata share of the net
assets of the Fund upon liquidation of the Fund, all as provided in Section 6.9
of the Declaration. The proceeds of sales of Shares of the Fund, together with
any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to the Fund, unless otherwise required by law.

     3. Shareholders of the Fund shall vote separately as a class on any matter
to the extent required by, and any matter shall have been deemed effectively
acted upon with respect to the Fund as provided in, Rule 18f-2, as from time to
time in effect, under the 1940 Act or any successor rule, and the Declaration.

     4. The assets and liabilities of the Trust shall be allocated among the
Fund and any series of the Trust designated in the future as set forth in
Section 6.9 of the Declaration.

     5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration, the Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of the Fund, or otherwise to change the special and
relative rights of the Fund.

     6. The Fund may be terminated by the Trustees at any time by written
notice to the Shareholders of the Fund.



                                                                      Exhibit B
                              Amended and Restated
                         Establishment and Designation
                                   of Classes

     Pursuant to Section 6.10 of the Declaration, the Trustees have divided the
Shares of each series of the Trust to create the classes of Shares, within the
meaning of Section 6.10, listed below. No changes to the existing classes of
Shares of any series are being made.

                   Smith Barney Emerging Markets Equity Fund

     1. The classes of Shares of Smith Barney Emerging Markets Equity Fund are
designated "Class A Shares," "Class B Shares," "Class C Shares," and "Class Y
Shares."

     2. Shares of each class are entitled to all the rights and preferences
accorded to Shares under the Declaration.

     3. For Shares of each class, the purchase price, the method of
determination of the net asset value, the price, the terms and manner of
redemption, any conversion feature, the relative dividend rights of holders
thereof, and any other rights, privileges, features or qualifications, shall be
as determined from time to time by the Trustees of the Trust in accordance with
the Declaration as set forth in the current prospectus and statement of
additional information of the Trust or any series thereof relating to the
class, as amended from time to time, contained in the Trust's registration
statement under the Securities Act of 1933, as amended.

     4. A class of Shares of any series of the Trust may be terminated by the
Trustees at any time by written notice to the Shareholders of the class.