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EXHIBIT d(24)
FORM OF
SUB-ADVISORY DELEGATION AGREEMENT
AGREEMENT made this _____ day of ___________ , 2000, by and between
Commonfund Asset Management Company, Inc, a Delaware Corporation (the
"Investment Manager"), State Street Global Advisors, Inc., ("SSgA"), and
Advanced Investment Technology, Inc. ("AIT").
WHEREAS, the Commonfund Institutional Funds (the "Company") is an
open-end, management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), which consists of several series, each
having its own investment policies; and
WHEREAS, the Company has entered into an investment advisory agreement
with the Investment Manager pursuant to which the Investment Manager will act as
investment manager to certain investment portfolios offered by the Company; and
WHEREAS, pursuant to an Investment Sub-Advisory Agreement by and among
the Company, the Investment Manager and SSgA dated ________, 2000 (the
"Sub-Advisory Agreement"), the Investment Manager, acting with the approval of
the Company, has retained SSgA to render discretionary investment advisory
services with respect to investment portfolios; and
WHEREAS, SSgA, as a majority owner of AIT, will delegate performance of
investment sub-advisory services to AIT, subject to the supervision of SSgA, and
the Investment Manager, with the approval of the Company, will permit such
delegation with respect to that portion of a Fund's assets that may be allocated
by the Investment Manager for management by AIT from time to time (together with
all income earned on those assets and all realized and unrealized capital
appreciation related to those assets (with respect to a Fund, the "Managed
Assets").
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DELEGATION TO AIT. SSgA agrees to delegate, and AIT accepts
and agrees to perform, all of SSgA's duties and obligations
under the Sub-Advisory Agreement, as such Sub-Advisory
Agreement may be amended from time to time, with respect to
the Managed Assets. The delegation provided for under this
Sub-Advisory Delegation Agreement shall not relieve SSgA of
its duties and obligations under the Sub-Advisory Agreement.
2. COMPENSATION OF AIT. For the services to be rendered by and
the duties and obligations to be accepted by AIT under this
Agreement, SSgA shall pay to AIT compensation at the rate
specified in Schedule A as it may be
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amended from time to time. Such compensation shall be paid at
the times and on the terms set forth in Schedule A. All rights
of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this
Agreement. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff
interpretations), AIT may, in its discretion and from time to
time, waive a portion of its fee. SSgA will pay AIT out of the
investment sub-advisory fee that SSgA receives under the
Sub-Advisory Agreement.
3. STATUS OF AIT. AIT is registered as an investment adviser and
will continue to be registered as such under the federal
Investment Advisers Act of 1940.
4. DURATION AND TERMINATION. This Agreement shall become
effective for a Fund upon its approval by the Board of
Directors of the Company and by a vote of the majority of the
outstanding voting securities of a Fund. This Agreement shall
remain in effect until two years from date of execution, and
thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least
annually by the vote of a (a) majority of those Directors of
the Company who are not parties to this Agreement or
interested persons of any such party or the Company, cast in
person at a meeting called for the purpose of voting on such
approval, and (b) by the Directors of the Company, or by the
vote of a majority of the outstanding voting securities of a
Fund; provided, however, that if the shareholders of a Fund
fail to approve the Agreement as provided herein, AIT may
continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act and rules and regulations
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
This Agreement may be terminated at any time, without the
payment of any penalty, by vote of a majority of the Directors
of the Company or by vote of a majority of the outstanding
voting securities of a Fund on not less than 30 days nor more
than 60 days written notice to AIT, by the Investment Manager
at any time without the payment of a penalty upon 90 days
written notice to AIT, or by AIT at any time without the
payment of any penalty on 90 days written notice to the
Investment Manager and SSgA. This Agreement will automatically
and immediately terminate in the event of its assignment or in
the event of the termination of (i) the Investment Manager's
advisory agreement with the Company; or (ii) the termination
of the Sub-Advisory Agreement. Any termination of this
Agreement in accordance with the terms hereof will not affect
the obligations or liabilities accrued prior to termination.
Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other
party at any office of such party.
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As used in this Section 4, the terms "assignment", "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in
the 1940 Act and the rules and regulations thereunder; subject
to such exceptions as may be granted by the SEC under said
Act.
5. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by
registered or certified mail, postage prepaid, addressed by
the party giving notice to the other party at the last address
furnished by the other party to the party giving notice. At
the outset, such notices shall be delivered to the following
addresses:
(i) if to the Company or the Investment Manager:
Commonfund Asset Management Company
Attention: President
▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇.▇. ▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇;
(ii) if to SSgA:
State Street Global Advisors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(iii) if to AIT:
Advanced Investment Technology, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
7. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of New York and the applicable
provisions of the 1940 Act. To the extent that the applicable
laws of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940
Act, the latter shall control.
8. MISCELLANEOUS. This instrument constitutes the sole and only
agreement of the parties to it relating to its object; any
prior agreements, promises or representations not expressly
set forth in this Agreement are of no force and effect. No
waiver or modification of this Agreement shall be effective
unless reduced to writing and signed by the party to be
charged. No failure to exercise and no delay in exercising on
the part of any party hereto of any right, remedy, power or
privilege hereunder shall operate as a waiver thereof. Except
as set forth in Section 4, this Agreement binds and inures
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to the benefit of parties, their successors and assigns. This
Agreement may be executed in more than one counterpart each of
which shall be deemed an original and both of which, taken
together, shall be deemed to constitute one and the same
instrument. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by
rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
COMMONFUND ASSET MANAGEMENT COMPANY
By:__________________________________
Attest:______________________________
STATE STREET GLOBAL ADVISORS, INC.
By:__________________________________
Attest:______________________________
ADVANCED INVESTMENT TECHNOLOGY, INC.
By:__________________________________
Attest:______________________________
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SCHEDULE A
TO THE
SUB-ADVISORY DELEGATION AGREEMENT
DATED , 2000
AMONG
COMMONFUND ASSET MANAGEMENT COMPANY,
STATE STREET GLOBAL ADVISORS, INC.
AND
ADVANCED INVESTMENT TECHNOLOGY, INC.
FEES
[Daily Accrual
Fees shall be accrued each day by applying to the Net Asset Value of the
Managed Assets at the end of that day, the daily rate, using a 365 day year,
equivalent to the following:
Fund Managed Assets($) (% Per Annum)
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CIF Core Equity First $ 100 million
Fund Next $ 100 million
Over $ 200 million
Quarterly Payment
Fees shall be paid within 30 days following the end of each calendar quarter.]