0000950136-04-000204 Sample Contracts

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 28th, 2004 • Commonfund Institutional Funds • New York
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FORM OF January 29, 2004 Commonfund Institutional Funds 15 Old Danbury Road P.O. Box 812 Wilton, CT 06897 RE: WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES Ladies and Gentlemen: This letter shall constitute an agreement between Commonfund Asset...
Commonfund Institutional Funds • January 28th, 2004

This letter shall constitute an agreement between Commonfund Asset Management Company, Inc. (the "Investment Manager") and Commonfund Institutional Funds (the "Company"), replacing the letter agreements between the parties dated January 3, 2000, December 11, 2000 and October 1, 2003. The Investment Manager, which acts as investment adviser to the following investment portfolios of the Company, agrees to waive its investment advisory fees and to reimburse expenses of the CIF Short Duration Fund, CIF Core Plus Bond Fund, CIF Core Equity Fund, CIF Small Cap Fund, CIF All Cap Equity Fund and CIF International Equity Fund (each a "Fund" and, collectively, the "Funds") as necessary to keep total operating expenses of the Funds from exceeding following annual rates:

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