INVESTMENT SUBADVISORY AGREEMENT



         Agreement made as of this 1st day of May, 2001, 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 International 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, sold, or loaned by the Fund, and what

{PAGE}   2

                  portion of the Allocated Assets will be invested or held

                  uninvested as cash.



                           (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 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. 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC