INVESTMENT SUBADVISORY AGREEMENT



         Agreement made as of this 31st day of July, 2002, among CitiStreet

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

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

Smith Barney Fund 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;



         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 Large 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 (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 Asset's investments and determine from time

                  to time what securities, options, futures contracts, and

                  other investments included in the Allocated Assets will be

                  purchased, retained, sold, or loaned by the Fund, and what

                  portion of the Allocated Assets will be invested or held

                  uninvested as cash.



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                                      2





                           (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 with the instructions

                  and directions of the Manager and of the Board of Directors

                  of the Series Fund and will conform to and comply with the

                  requirements of the 1940 Act, the Internal Revenue Code of

                  1986, 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) 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. In providing the Fund with

                  investment advice and management, the Subadviser will give

                  primary consideration to securing the most favorable price

                  and efficient execution. Within the framework of this

                  policy, the Subadviser may consider such factors as the

                  price of the security, the rate of the commission, the size

                  and difficulty of the order, the reliability, integrity,

                  financial condition, general execution and operational

                  capabilities of competing broker-dealers and futures

                  commission merchants, and the brokerage and research

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