CUSTODIAN AGREEMENT

                               -------------------





         This Agreement is made as of May 1, 2003 by and between CITISTREET

FUNDS, INC. a corporation organized and existing under the laws of Maryland (the

"FUND"), and STATE STREET BANK and TRUST Company, a Massachusetts trust company

(the "CUSTODIAN").



                                   WITNESSETH:



         WHEREAS, the Fund is authorized to issue shares of common stock or

shares of beneficial interest in separate series ("SHARES"), with each such

series representing interests in a separate portfolio of securities and other

assets; and



         WHEREAS, the Fund intends that this Agreement be applicable to four (4)

series, CITISTREET DIVERSIFIED BOND FUND, CITISTREET INTERNATIONAL STOCK FUND,

CITISTREET LARGE COMPANY STOCK FUND and CITISTREET SMALL COMPANY STOCK FUND

(such series together with all other series subsequently established by the Fund

and made subject to this Agreement in accordance with Section 18.5, referred to

herein as the "PORTFOLIO(s)").



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter contained, the parties hereto agree as follows:





SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT



The Fund hereby employs the Custodian as a custodian of assets of the

Portfolios, including securities which the Fund, on behalf of the applicable

Portfolio, desires to be held in places within the United States ("DOMESTIC

SECURITIES") and securities it desires to be held outside the United States

("FOREIGN SECURITIES"). The Custodian shall not be responsible for any property

of a Portfolio which is not received by it or which is delivered out in

accordance with Proper Instructions (as such term is defined in Section 7

hereof) including, without limitation, Portfolio property (i) held by brokers,

private bankers or other entities on behalf of the Portfolio (each a "LOCAL

AGENT"), (ii) held by Special Sub-Custodians (as such term is defined in Section

5 hereof), (iii) held by entities which have advanced monies to or on behalf of

the Portfolio and which have received Portfolio property as security for such

advance(s) (each a "PLEDGEE"), or (iv) delivered or otherwise removed from the

custody of the Custodian (a) in connection with any Free Trade (as such term is

hereinafter defined) or (b) pursuant to Special Instructions (as such term is

defined in Section 7 hereof). With respect to uncertificated shares (the

"UNDERLYING SHARES") of registered "investment companies" (as defined in Section

3(a)(1) of the Investment Company Act of 1940, as amended (the "1940 ACT")),

whether in the same "group of investment companies" (as defined in Section

12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section

12(d)(1)(F) of the 1940 Act (hereinafter sometimes referred to as the

"UNDERLYING PORTFOLIOS") the holding of confirmation statements that identify

the shares as being recorded in the Custodian's name on behalf of the Portfolios

will be deemed custody for purposes hereof.



Upon receipt of Proper Instructions, the Custodian shall on behalf of the

applicable Portfolio(s) from time to time employ one or more sub-custodians

located in the United States, but only in accordance with an applicable vote by

the Board of Directors of the Fund (the "BOARD") on behalf of the





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applicable Portfolio(s), and provided that the Custodian shall have no more or

less responsibility or liability to the Fund on account of any actions or

omissions of any sub-custodian so employed than any such sub-custodian has to

the Custodian. The Custodian may place and maintain each Fund's foreign

securities with foreign banking institution sub-custodians employed by the

Custodian and/or foreign securities depositories, all as designated in Schedules

A and B hereto, but only in accordance with the applicable provisions of

Sections 3 and 4 hereof.



SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS

           TO BE HELD IN THE UNITED STATES



         SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically

segregate for the account of each Portfolio all non-cash property, to be held by

it in the United States, including all domestic securities owned by such

Portfolio other than (a) securities which are maintained pursuant to Section 2.8

in a clearing agency which acts as a securities depository or in a book-entry

system authorized by the U.S. Department of the Treasury (each, a "U.S.

SECURITIES SYSTEM") and (b) Underlying Shares owned by the Fund which are

maintained pursuant to Section 2.10 hereof in an account with State Street Bank

and Trust Company or such other entity which may from time to time act as a

transfer agent for the Underlying Portfolios and with respect to which the

Custodian is provided with Proper Instructions (the "UNDERLYING TRANSFER

AGENT").



         SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and

deliver domestic securities owned by a Portfolio held by the Custodian, in a

U.S. Securities System account of the Custodian or in an account at the

Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of

the applicable Portfolio, which may be continuing instructions when deemed

appropriate by the parties, and only in the following cases:



          1)   Upon sale of such securities for the account of the Portfolio and

               receipt of payment therefor;



          2)   Upon the receipt of payment in connection with any repurchase

               agreement related to such securities entered into by the

               Portfolio;



          3)   In the case of a sale effected through a U.S. Securities System,

               in accordance with the provisions of Section 2.8 hereof;



          4)   To the depository agent in connection with tender or other

               similar offers for securities of the Portfolio;



          5)   To the issuer thereof or its agent when such securities are

               called, redeemed, retired or otherwise become payable; provided

               that, in any such case, the cash or other consideration is to be

               delivered to the Custodian;



          6)   To the issuer thereof, or its agent, for transfer into the name

               of the Portfolio or into the name of any nominee or nominees of

               the Custodian or into the name or nominee





                                       2.

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               name of any agent appointed pursuant to Section 2.7 or into the

               name or nominee name of any sub-custodian appointed pursuant to

               Section 1; or for exchange for a different number of bonds,

               certificates or other evidence representing the same aggregate

               face amount or number of units; provided that, in any such case,

               the new securities are to be delivered to the Custodian;



          7)   Upon the sale of such securities for the account of the

               Portfolio, to the broker or its clearing agent, against a

               receipt, for examination in accordance with "street delivery"

               custom; provided that in any such case, the Custodian shall have

               no responsibility or liability for any loss arising from the

               delivery of such securities prior to receiving payment for such

               securities except as may arise from the Custodian's own

               negligence or willful misconduct;



          8)   For exchange or conversion pursuant to any plan of merger,

               consolidation, recapitalization, reorganization or readjustment

               of the securities of the issuer of such securities, or pursuant

               to provisions for conversion contained in such securities, or

               pursuant to any deposit agreement; provided that, in any such

               case, the new securities and cash, if any, are to be delivered to

               the Custodian;



          9)   In the case of warrants, rights or similar securities, the

               surrender thereof in the exercise of such warrants, rights or

               similar securities or the surrender of interim receipts or

               temporary securities for definitive securities; provided that, in

               any such case, the new securities and cash, if any, are to be

               delivered to the Custodian;



          10)  For delivery in connection with any loans of securities made by

               the Portfolio (a) against receipt of collateral as agreed from

               time to time by the Fund on behalf of the Portfolio, except that

               in connection with any loans for which collateral is to be

               credited to the Custodian's account in the book-entry system

               authorized by the U.S. Department of the Treasury, the Custodian

               will not be held liable or responsible for the delivery of

               securities owned by the Portfolio prior to the receipt of such

               collateral or (b) to the lending agent, or the lending agent's

               custodian, in accordance with written Proper Instructions (which

               may not provide for the receipt by the Custodian of collateral

               therefor) agreed upon from time to time by the Custodian and the

               Fund;



          11)  For delivery as security in connection with any borrowing by the

               Fund on behalf of a Portfolio requiring a pledge of assets by the

               Fund on behalf of such Portfolio;



          12)  For delivery in accordance with the provisions of any agreement

               among the Fund on behalf of the Portfolio, the Custodian and a

               broker-dealer registered under the Securities Exchange Act of

               1934 (the "EXCHANGE ACT") and a member of The National

               Association of Securities Dealers, Inc. (the "NASD"), relating to

               compliance with the rules of The Options Clearing Corporation and

               of any registered national securities exchange, or of any similar

               organization or organizations,





                                       3.

{PAGE}



               regarding escrow or other arrangements in connection with

               transactions by the Fund on behalf of a Portfolio;



          13)  For delivery in accordance with the provisions of any agreement

               among the Fund on behalf of the Portfolio, the Custodian, and a

               futures commission merchant registered under the Commodity

               Exchange Act, relating to compliance with the rules of the

               Commodity Futures Trading Commission (the "CFTC") and/or any

               contract market, or any similar organization or organizations,

               regarding account deposits in connection with transactions by the

               Fund on behalf of a Portfolio;



          14)  Upon the sale or other delivery of such investments (including,

               without limitation, to one or more (a) Special Sub-Custodians or

               (b) additional custodians appointed by the Fund, and communicated

               to the Custodian from time to time via a writing duly executed by

               an authorized officer of the Fund, for the purpose of engaging in

               repurchase agreement transactions(s), each a "REPO CUSTODIAN"),

               and prior to receipt of payment therefor, as set forth in written

               Proper Instructions (such delivery in advance of payment, along

               with payment in advance of delivery made in accordance with

               Section 2.6(7), as applicable, shall each be referred to herein

               as a "FREE TRADE"), provided that such Proper Instructions shall

               set forth (a) the securities of the Portfolio to be delivered and

               (b) the person(s) to whom delivery of such securities shall be

               made;



          15)  Upon receipt of instructions from the Fund's transfer agent (the

               "TRANSFER AGENT") for delivery to such Transfer Agent or to the

               holders of Shares in connection with distributions in kind, as

               may be described from time to time in the currently effective

               prospectus and statement of additional information of the Fund

               related to the Portfolio (the "PROSPECTUS"), in satisfaction of

               requests by holders of Shares for repurchase or redemption;



          16)  In the case of a sale processed through the Underlying Transfer

               Agent of Underlying Shares, in accordance with Section 2.10

               hereof; and



          17)  For any other purpose, but only upon receipt of Proper

               Instructions from the Fund on behalf of the applicable Portfolio

               specifying (a) the securities of the Portfolio to be delivered

               and (b) the person(s) to whom delivery of such securities shall

               be made.



         SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the

Custodian (other than bearer securities) shall be registered in the name of the

Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio

or of any nominee of the Custodian which nominee shall be assigned exclusively

to the Portfolio, unless the Fund has authorized in writing the appointment of a

nominee to be used in common with other registered management investment

companies having the same investment adviser as the Portfolio, or in the name or

nominee name of any agent appointed pursuant to Section 2.7 or in the name or

nominee name of any sub-custodian appointed pursuant to Section 1. All

securities accepted by the Custodian on behalf of the Portfolio





                                       4.

{PAGE}





under the terms of this Agreement shall be in "street name" or other good

delivery form. If, however, the Fund directs the Custodian to maintain

securities in "street name", the Custodian shall utilize its best efforts only

to timely collect income due the Fund on such securities and to notify the Fund

on a best efforts basis only of relevant corporate actions including, without

limitation, pendency of calls, maturities, tender or exchange offers.



         SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a

separate bank account or accounts in the United States in the name of each

Portfolio of the Fund, subject only to draft or order by the Custodian acting

pursuant to the terms of this Agreement, and shall hold in such account or

accounts, subject to the provisions hereof, all cash received by it from or for

the account of the Portfolio, other than cash maintained by the Portfolio in a

bank account established and used in accordance with Rule 17f-3 under the 1940

Act. Funds held by the Custodian for a Portfolio may be deposited by it to its

credit as Custodian in the banking department of the Custodian or in such other

banks or trust companies as it may in its discretion deem necessary or

desirable; provided, however, that every such bank or trust company shall be

qualified to act as a custodian under the 1940 Act and that each such bank or

trust company and the funds to be deposited with each such bank or trust company

shall on behalf of each applicable Portfolio be approved by vote of a majority

of the Board. Such funds shall be deposited by the Custodian in its capacity as

Custodian and shall be withdrawable by the Custodian only in that capacity.



         SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio

property released and delivered pursuant to Section 2.2(14) or purchased

pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the

Custodian shall collect on a timely basis all income and other payments with

respect to registered domestic securities held hereunder to which each Portfolio

shall be entitled either by law or pursuant to custom in the securities

business, and shall collect on a timely basis all income and other payments with

respect to bearer domestic securities if, on the date of payment by the issuer,

such securities are held by the Custodian or its agent thereof and shall credit

such income, as collected, to such Portfolio's custodian account. Without

limiting the generality of the foregoing, the Custodian shall detach and present

for payment all coupons and other income items requiring presentation as and

when they become due and shall collect interest when due on securities held

hereunder. Income due each Portfolio on securities loaned pursuant to the

provisions of Section 2.2 (10) shall be the responsibility of the Fund. The

Custodian will have no duty or responsibility in connection therewith, other

than to provide the Fund with such information or data as may be necessary to

assist the Fund in arranging for the timely delivery to the Custodian of the

income to which the Portfolio is properly entitled.

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