EXHIBIT M(2)

                                  SERVICE PLAN

         SERVICE PLAN, dated as of __________ ___, 2004 of CitiFunds Trust I a
Massachusetts business trust (the "Trust"), with respect to its class of shares
of beneficial interest designated Class B shares, as such shares may be
reclassified or redesignated by the Trustees from time to time (the "Shares").

         WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");

         WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets, each such series being listed on Schedule A hereto (collectively
with any series that may hereafter be established, except for any series which
elects not to adopt this Plan, the "Series");

         WHEREAS, the Trust's shares of beneficial interest are divided into
classes, including the Shares;

         WHEREAS, the Trust intends to distribute the Shares in accordance with
Rule 12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;

         WHEREAS, the Trustees of the Trust as a whole, and the Trustees who
are not interested persons of the Trust (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of this Plan or
in any agreement relating hereto (the "Non-Interested Trustees"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Section 36(a) and (b) of the
1940 Act, that there is a reasonable likelihood that this Plan will benefit the
Trust and the holders of the Shares, have approved this Plan by votes cast at a
meeting called for the purpose of voting hereon and on any agreements related
hereto;

         WHEREAS, an initial sales charge may be paid by investors who purchase
the Shares, and any distributor that enters into a Distribution Agreement with
respect to the Shares (the "Distributor"), broker-dealers, banks and other
financial intermediaries may receive such sales charge as full or partial
compensation for their services in connection with the sale of Shares;

         WHEREAS, each Series or the Distributor may impose certain deferred
sales charges in connection with the repurchase of Shares by such Series, and
the Series may pay to the Distributor, dealers and others, or the Series may
permit such persons to retain, as the case may be, all or any portion of such
deferred sales charges;

         NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of
distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms
of the Plan being as follows:

         1. Distribution and Servicing Activities. Subject to the supervision
of the Trustees of the Trust, the Trust may:

                  (a) engage, directly or indirectly, in any activities
         primarily intended to result in the sale of Shares, which activities
         may include, but are not limited to (i) payments to the Distributor
         for distribution services, (ii) payments to broker-dealers, financial
         intermediaries (which may include banks) and others in respect of the
         sale of Shares, (iii) payments for advertising, marketing or other
         promotional activity, and (iv) payments for preparation, printing, and
         distribution of prospectuses and statements of additional information
         and reports of the Trust for recipients other than regulators and
         existing shareholders of the Trust; and

                  (b) make payments, directly or indirectly, to the
         Distributor, broker-dealers, financial intermediaries (which may
         include banks) and others for providing personal service and/or the
         maintenance of shareholder accounts.

The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.

         2. Sales Charges. It is understood that, under certain circumstances,
an initial sales charge may be paid by investors who purchase Shares of a
Series, and the Series may pay to the Distributor, broker-dealers, financial
intermediaries (including banks) and others, or the Series may permit such
persons to retain, as the case may be, such sales charge as full or partial
compensation for their services in connection with the sale of Shares. It is
also understood that, under certain circumstances, a Series or the Distributor
may impose certain deferred sales charges in connection with the repurchase of
Shares of such Series, and the Series may pay to the Distributor, securities
dealers, financial institutions (including banks) and others, or the Series may
permit such persons to retain, as the case may be, all or any portion of such
deferred sales charges.

         3. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan and the basis upon which payment of such expenditures
will be made shall be determined by the Trustees of the Trust, but in no event
may such expenditures made pursuant to paragraph 1 above exceed an amount
calculated at the rate of 1.00% per annum of the average daily net assets
represented by the Shares of each Series. Payments pursuant to this Plan may be
made directly by the Trust to the Distributor or to other persons with which
the Trust has entered into agreements related to this Plan. For purposes of
determining the fees payable under this Plan, the value of such average daily
net assets shall be computed in the manner specified in the applicable Series'
then-current prospectus and statement of additional information with respect to
such Shares.

         4. Trust's Expenses. The Trust shall pay all expenses of its
operations, including the following, and such expenses shall not be subject to
the limitation set forth in paragraph 3 above: organization costs of each
Series; compensation of Trustees; governmental fees; interest charges; loan
commitment fees; taxes; membership dues in industry associations allocable to
the Trust; fees and expenses of independent auditors, legal counsel and any
manager or investment adviser, transfer agent, shareholder servicing agent,
registrar or dividend disbursing agent of the Trust; expenses of issuing and
redeeming shares of beneficial interest and servicing shareholder accounts;
expenses of preparing, typesetting, printing and mailing prospectuses,
statements of additional information, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to existing
shareholders of the Series; expenses connected with the execution, recording
and settlement of security transactions; insurance premiums; fees and expenses
of the custodian for all services to the Series, including safekeeping of funds
and securities and maintaining required books and accounts; expenses of
calculating the net asset value of the Series (including but not limited to the
fees of independent pricing services); expenses of meetings of the Trustees and
shareholders; expenses relating to the issuance, registration and qualification
of shares; and such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Trust
may be a party and the legal obligation which the Trust may have to indemnify
its Trustees and officers with respect thereto.

         It is recognized that the manager or investment adviser to a Series
may, from time to time, use its management fee revenues as well as past profits
or its resources from any other source, to make payments to the Distributor or
other parties with respect to any expenses incurred in connection with the
distribution of the Shares of the Series, including the activities described in
paragraph 1 above, and further that any Distributor, shareholder servicing
agent or service agent may use its past profits or its resources from any other
source, to make payments with respect to the distribution of the Shares of a
Series, including the activities described in paragraph 1 above, and any such
payments by such manager, investment adviser, Distributor, shareholder
servicing agent or service agent shall not constitute expenditures made
pursuant to this Plan and shall not be subject to the limitation set forth in
paragraph 3 above. Notwithstanding the foregoing, to the extent that any
payments made by a Series to any manager or investment adviser or any affiliate
thereof, including payments made from such manager's or adviser's management or
advisory fee, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of the Shares of such Series within
the context of Rule 12b-1, then such payments shall be deemed to be authorized
by this Plan but shall not be subject to the limitation set forth in paragraph
3 above.

         5. Term and Termination. (a) Unless terminated as herein provided,
this Plan shall continue in effect with respect to the Shares of a Series for a
period of one year from its effectiveness with respect to such Series as set
forth on Schedule A hereto and shall continue in effect for such Series for
successive periods of one year, but only so long as each such continuance is
specifically approved by votes of a majority of both the Trustees of the Trust
and the Non-Interested Trustees, cast in person at a meeting called for the
purpose of voting on such approval.

         (b) This Plan may be terminated at any time with respect to the Shares
of any Series by a vote of a majority of the Non-Interested Trustees or by a
vote of a majority of the outstanding voting securities, as defined in the 1940
Act, of Shares of the applicable Series.

         6. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 3 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the applicable Series, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual continuance of this Plan in Section 5(a) hereof.

         7. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.

         8. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.

         9. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 8 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.

         10. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.


                                                                     Schedule A

                    Fund                                       Effective Date
                    ----                                       --------------

Smith Barney Emerging Markets Equity Fund
Salomon Brothers Aggressive Growth Fund
Salomon Brothers All Cap Growth Fund