INVESTMENT SUBADVISORY AGREEMENT



      Agreement made as of this ____ day of __________, 2005, among CitiStreet

Funds, Inc., a Maryland corporation (the "Series Fund"), CitiStreet Funds

Management LLC, a New Jersey limited liability company (the "Manager"), and

Babson Capital Management LLC, a Delaware limited liability company (the

"Subadviser").



      WHEREAS, CitiStreet Funds Management LLC has entered into a management

agreement (the "Management Agreement") with the Series Fund, a diversified

open-end management investment company registered under the Investment Company

Act of 1940 (the "1940 Act"), pursuant to which CitiStreet Funds Management LLC

will act as Manager of the Series Fund; and



      WHEREAS, the Series Fund is currently divided into four separate series or

Funds, each of which is established pursuant to a resolution of the Board of

Directors of the Series Fund, and the Series Fund may in the future add

additional Funds; and



      WHEREAS, the Manager has the responsibility of evaluating, recommending,

and supervising investment advisers to each Fund and, in connection therewith,

desires to retain the Subadviser to provide investment advisory services to the

CitiStreet Small Company Stock Fund (the "Fund"), the Series Fund has the

responsibility of compensating the investment advisers to each Fund and desires

to retain the Subadviser to provide investment advisory services to the Fund,

and the Subadviser is willing to render such investment advisory services.



      NOW, THEREFORE, the parties agree as follows:



      1. (a) Subject to the supervision of the Manager and of the Board of

      Directors of the Series Fund, the Subadviser shall manage the investment

      operations of the assets of the Fund allocated by the Manager to the

      Subadviser (such assets referred to as the "Allocated Assets"), including

      the purchase, retention and disposition of portfolio investments, in

      accordance with the Fund's investment objectives, policies and

      restrictions as stated in the Prospectus of the Fund (such Prospectus and

      Statement of Additional Information as currently in effect and as amended

      or supplemented from time to time, being herein called the "Prospectus")

      and subject to the following understandings:



                  (i) The Subadviser shall consult periodically with the

            Manager, and they shall agree upon the current investment strategy

            for the Allocated Assets in the light of anticipated cash flows.



                  (ii) The Subadviser shall provide supervision of the Allocated

            Assets' investments and determine from time to time what securities,

            options, futures contracts, and other investments included in the

            Allocated Assets will be purchased, retained or sold by the Fund,

            and what portion of the Allocated Assets will be invested or held

            uninvested as cash or short-term investments.



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                  (iii) In the performance of its duties and obligations under

            this Agreement, the Subadviser shall act in conformity with the

            Articles of Incorporation, By-Laws, and Prospectus of the Series

            Fund and any amendments thereto, and with the instructions and

            directions of the Manager and of the Board of Directors of the

            Series Fund as such documents, instructions and directions are

            communicated in writing to Subadviser, and will conform to and

            comply with the requirements of the 1940 Act, the Investment

            Advisers Act of 1940, the Internal Revenue Code of 1986 (with the

            Allocated Assets treated as a separate, stand alone registered

            investment company for purposes of percentage limitations and

            diversification and similar requirements), and all other applicable

            federal and state laws and regulations.



                  (iv) The Subadviser will place orders for the securities,

            options, futures contracts, and other investments to be purchased or

            sold as part of the Allocated Assets with or through such persons,

            brokers, dealers, or futures commission merchants (including but not

            limited to persons affiliated with the Manager or Subadviser) as the

            Subadviser may select in order to carry out the policy with respect

            to brokerage set forth in the Series Fund's Registration Statement

            and Prospectus or as the Board of Directors may direct from time to

            time, provided, however, that Subadviser shall be under no

            obligation to place an order through a directed broker where such

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