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EXHIBIT d(5)
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this day of ____ , 2000, by and between Commonfund
Institutional Funds, a Delaware business trust (the "Company"), Commonfund Asset
Management Company , a Delaware Corporation (the "Investment Manager"), and
Capital Guardian Trust Company (the "Sub-Adviser").
WHEREAS, 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 the Fund; and
WHEREAS, the Investment Manager, acting with the approval of the
Company, wishes to retain the Sub- Adviser to render discretionary investment
advisory services with respect to that portion of each portfolio identified on
the attached Schedule A to this Investment Sub-Advisory Agreement, as it may be
amended from time to time (each a "Fund") that may be allocated by the
Investment Manager for management by the Sub-Adviser 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"), and the Sub-Adviser is willing to render such services.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF SUB-ADVISER. The Sub-Adviser shall manage the
investment and reinvestment of the Managed Assets and
determine in its discretion, the securities and other property
to be purchased or sold and the portion of the Managed Assets
to retain in cash. The Sub-Adviser shall review all proxy
solicitation materials and shall exercise any voting rights
associated with securities comprising the Managed Assets in
the best interests of the Fund and its shareholders. The
Sub-Adviser shall provide the Investment Manager and the
Company with records concerning the Sub-Adviser's activities
that the Company is required to maintain, and to render
regular reports to the Investment Manager and to the Company
concerning the Sub-Adviser's discharge of the foregoing
responsibilities.
The Sub-Adviser shall discharge the foregoing responsibilities
subject to the written instructions and directions of the
Company and its Board of Directors and their agents, including
the officers of the Company and the Investment Manager, and in
compliance with (i) such policies as the Company may from time
to time establish and communicate to the Sub-
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Adviser, (ii) the objectives, policies, and limitations for
each Fund set forth in the Prospectus and Statement of
Additional Information as those documents may from time to
time be amended or supplemented from and delivered to the
Sub-Adviser (the "Prospectus and Statement of Additional
Information"), (iii) the Declaration of Trust of the Company,
and (iv) applicable laws and regulations including the 1940
Act and the Internal Revenue Code of 1986. If a conflict in
policies or guidelines referenced herein occurs, the
Prospectus and Statement of Additional Information shall
control.
The Sub-Adviser agrees to perform such duties at its own
expense and to provide the office space, furnishings and
equipment and the personnel required by it to perform the
services on the terms and for the compensation provided
herein. The Sub-Adviser will not, however, pay for the cost of
securities, commodities, and other investments (including
brokerage commissions and other transaction charges, if any)
purchased or sold for a Fund, nor will the Sub-Adviser bear
any expenses that would result in the Company's inability to
qualify as a regulated investment company under provisions of
the Internal Revenue Code.
2. DUTIES OF INVESTMENT MANAGER The Investment Manager shall
continue to have responsibility for all services to be
provided to a Fund pursuant to the Advisory Agreement between
it and the Company and shall oversee and review the
Sub-Adviser's performance under this Agreement.
The Investment Manager shall furnish to the Sub-Adviser
current and complete copies of the Declaration of Trust and
By-laws of the Company, and the current Prospectus and
Statement of Additional Information as those documents may be
amended from time to time.
3. CUSTODY, DELIVERY AND RECEIPT OF SECURITIES. The Company shall
designate one or more custodians to hold the Managed Assets.
The custodians, as so designated, will be responsible for the
custody, receipt and delivery of securities and other assets
of a Fund including the Managed Assets, and the Sub-Adviser
shall have no authority, responsibility or obligation with
respect to the custody, receipt or delivery of securities or
other assets of a Fund including the Managed Assets. In the
event that any cash or securities of a Fund are delivered to
the Sub-Adviser, it will promptly deliver the same over to the
custodian for the benefit of and in the name of the Fund.
Unless otherwise required by local custom, all securities
transactions for the Managed Assets will be consummated by
payment to or delivery by a Fund of cash or securities due to
or from the Managed Assets.
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Repurchase agreements including tri-party repurchase
agreements and other trading agreements may be entered into by
a Fund acting through designated officers or agents;
custodians under tri-party repurchase agreements will act as
sub-custodians of the Fund.
4. PORTFOLIO TRANSACTIONS.
(a) Selection of Brokers. The Sub-Adviser is authorized to
select the brokers or dealers that will execute the purchases
and sales of portfolio securities and other property for a
Fund in a manner that implements the policy with respect to
brokerage set forth in the Prospectus and Statement of
Additional Information for the Fund or as the Board of
Directors or the Investment Manager may direct from time to
time and in conformity with federal securities laws.
In executing Fund transactions and selecting brokers or
dealers, the Sub-Adviser will use its best efforts to seek on
behalf of the Fund the best overall terms available. In
assessing the best overall terms available for any
transaction, the Sub-Adviser shall consider all factors that
it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research
services provided (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934). Consistent with any
guidelines established by the Board of Directors and
communicated to the Sub-Adviser, the Sub-Adviser is authorized
to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio
transaction for a Fund that is in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research
services provided by such broker or dealer viewed in terms of
that particular transaction or terms of the overall
responsibilities of the Sub-Adviser to the Fund. In addition,
the Sub-Adviser is authorized to allocate purchase and sale
orders for securities to brokers or dealers (including brokers
and dealers that are affiliated with the Investment Manager,
Sub-Adviser or the Company's principal underwriter) to take
into account the sale of shares of the Company if the
Sub-Adviser believes that the quality of the transaction and
the commission are comparable to what they would be with other
qualified firms. In no instance, however, will Fund assets be
purchased from or sold to the Investment Manager, Sub-Adviser,
the Company's principal underwriter, or any affiliated person
of either the Company, the Investment Manager,
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Sub-Adviser or the principal underwriter, acting as principal
in the transaction, except to the extent permitted by the
Securities and Exchange Commission ("SEC") and the 1940 Act.
(b) Aggregating Orders. The that Sub-Adviser may aggregate
orders for purchase or sale of Managed Assets with similar
orders being made concurrently for other accounts managed by
Sub-Adviser, if, in Sub-Adviser's reasonable judgment, such
aggregation shall result in an overall economic benefit to the
Fund, taking into consideration the transaction price,
brokerage commission and other expenses. The Company
acknowledges that the determination of such economic benefit
to a Fund by Sub-Adviser may represent Sub-Adviser's
evaluation that a Fund is benefited by relatively better
purchase or sales prices, lower commission expenses and
beneficial timing of transactions or a combination of these
and other factors. In any single transaction in which
purchases and or sales of securities of any issuer for the
account of a Fund are aggregated with other accounts managed
by Sub-Adviser, the actual prices applicable to the
transaction will be averaged among the accounts for which the
transaction is effected, including the account of a Fund.
5. COMPENSATION OF THE SUB-ADVISER. For the services to be
rendered by the Sub-Adviser under this Agreement, the
Investment Manager shall pay to the Sub-Adviser compensation
at the rate specified in Schedule B as it may be amended from
time to time. Such compensation shall be paid at the times and
on the terms set forth in Schedule B. 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), the Sub-Adviser may, in its discretion and
from time to time, waive a portion of its fee.
6. OTHER EXPENSES. The Company shall pay all expenses relating to
mailing prospectuses, statements of additional information,
proxy solicitation material and shareholder reports to
shareholders.
7. REPORTS.
(a) The Company and the Sub-Adviser agree to furnish to each
other, current prospectuses, proxy statements, reports to
shareholders, certified copies of financial statements, and
such other information with regard to their affairs as each
may reasonably request. The Investment Manager will furnish to
the Sub-Adviser advertising and sales literature or other
material prepared for distribution to Fund shareholders or the
public, which refer to the Sub-Adviser or its clients in any
way, prior to the use thereof,
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and the Investment Manager shall not use any such materials if
the Sub-Adviser reasonably objects in writing within ten (10)
business days (or such other time as may be mutually agreed)
after receipt thereof.
(b) The Sub-Adviser shall provide to each Fund's custodian, on
each business day, information relating to all transactions in
the Managed Assets and shall provide such information to the
Investment Manager upon request. The Sub-Adviser will make all
reasonable efforts to notify the Custodian of all orders to
brokers for the Managed Assets by 9:00 am EST on the day
following the trade date and will affirm the trade to the
Custodian before the close of business one business day after
the trade date.
(c) The Sub-Adviser will promptly communicate to the
Investment Manager and to the Company such information
relating to portfolio transactions on behalf of a Fund as they
may reasonably request.
(d) The Sub-Adviser shall promptly notify the Company and the
Investment Manager of any financial condition likely to impair
the ability of the Sub-Adviser to fulfill its commitments
under this Agreement.
8. STATUS OF SUB-ADVISER. The Sub-Adviser is and will continue to
be registered as such under the federal Investment Advisers
Act of 1940. The services of the Sub-Adviser to the Company
for each Fund are not to be deemed exclusive, and the
Sub-Adviser shall be free to render similar services to others
so long as its services to the Fund are not impaired thereby.
The Sub-Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the
Company in any way or otherwise be deemed an agent of the
Company.
9. CERTAIN RECORDS. The Sub-Adviser shall maintain all books and
records with respect to transactions involving the Managed
Assets required by subparagraphs (b)(5), (6), (7), (9), (10)
and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall provide to the Investment Manager or the
Board of Directors such periodic and special reports, balance
sheets or financial information, and such other information
with regard to its affairs as the Investment Manager or the
Board of Directors may reasonably request.
The Sub-Adviser shall keep the books and records relating to
the Managed Assets required to be maintained by the
Sub-Adviser under this Agreement and shall timely furnish to
the Investment Manager all information relating to the
Sub-Adviser's services under this Agreement needed by the
Investment Manager to keep the other books and records of the
Company required by Rule 31a-1 under the 1940 Act. The
Sub-
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Adviser shall also furnish to the Investment Manager any other
information relating to the Managed Assets that is required to
be filed by the Investment Manager or the Company with the SEC
or sent to shareholders under the 1940 Act (including the
rules adopted thereunder) or any exemptive or other relief
that the Investment Manager or the Company obtains from the
SEC. The Sub-Adviser agrees that all records that it maintains
on behalf of the Company are property of the Company and the
Sub-Adviser will surrender promptly to the Company any of such
records upon the Company's request; provided, however, that
the Sub-Adviser may retain a copy of such records. In
addition, for the duration of this Agreement, the Sub-Adviser
shall preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained
by it pursuant to this Agreement, and shall transfer said
records to any successor sub-adviser upon the termination of
this Agreement (or, if there is no successor sub-adviser, to
the Investment Manager).
10. LIMITATION OF LIABILITY OF SUB-ADVISER. The duties of the
Sub-Adviser shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be
asserted against the Sub-Adviser hereunder, except as may be
imposed by law. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law or Federal
securities law which cannot be waived or modified hereby. (As
used in this Paragraph 10, the term "Sub-Adviser" shall
include directors, officers, employees and other corporate
agents of the Sub-Adviser as well as that entity itself).
11. PERMISSIBLE INTERESTS. Agents and shareholders of the Company
may be interested in the Sub-Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and
shareholders of the Sub-Adviser are or may be interested in
the Company as shareholders or otherwise; and the Sub-Adviser
(or any successor) is or may be interested in the Company as a
shareholder or otherwise. In addition, brokerage transactions
for the Company may be effected through affiliates of the
Sub-Adviser if approved by the Board of Directors of the
Company subject to the rules and regulations of the Securities
and Exchange Commission.
12. DURATION AND TERMINATION. This Agreement shall become
effective for each Fund set forth in Schedule A upon its
approval by the Board of Directors of the Company and by a
vote of the majority of the outstanding
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voting securities of each Fund; provided, however, that at any
time the Adviser shall have obtained exemptive relief from the
Securities and Exchange Commission permitting it to engage a
Sub-Adviser without first obtaining approval of the Agreement
from a majority of the outstanding voting securities of the
Fund(s) involved, the Agreement shall become effective upon
its approval by the Company's Board of Directors. 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, 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 the Fund;
provided, however, that if the shareholders of a Fund fail to
approve the Agreement as provided herein, the Sub-Adviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 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 Investment Company Act of 1940 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 the Sub-Adviser, by the
Investment Manager at any time without the payment of a
penalty upon 90 days written notice to the Sub-Adviser, or by
the Sub-Adviser at any time without the payment of any penalty
on 90 days written notice to the Investment Manager. This
Agreement will automatically and immediately terminate in the
event of its assignment or in the event of the termination of
the Investment Manager's advisory agreement with the Company.
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.
As used in this Section 12, 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.
13. 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,
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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:
c/o Commonfund Asset Management Company
Attention: President
15 Old Danbury Rd,
P.O. Box 812, Wilton, CT 06897;
(ii) if to the Investment Manager, at the
foregoing address; and
(iii) if to the Sub-Adviser:
Capital Guardian Trust Company
630 Fifth Avenue, 36th Floor
New York, NY 10111
14. 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.
15. 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.
16. 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 12, this Agreement binds and inures 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. A copy of the Certificate of Trust of the Company
is on file with the Secretary of State of the State of
Delaware and notice is hereby given that the obligations under
this instrument are not binding on any of the Directors,
officers or shareholders of the Company. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
COMMONFUND INSTITUTIONAL FUNDS
By:
--------------------------
Attest:
----------------------
COMMONFUND ASSET MANAGEMENT COMPANY
By:
--------------------------
Attest:
----------------------
CAPITAL GUARDIAN TRUST COMPANY
By:
--------------------------
Attest:
----------------------
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
COMMONFUND INSTITUTIONAL FUNDS
COMMONFUND ASSET MANAGEMENT COMPANY
AND
CAPITAL GUARDIAN TRUST COMPANY
FUND
CIF International Equity Fund
Date of this Schedule: ______
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SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
DATED , 2000
AMONG
COMMONFUND INSTITUTIONAL FUNDS
COMMONFUND ASSET MANAGEMENT COMPANY
AND
CAPITAL GUARDIAN TRUST COMPANY
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:
<TABLE>
<CAPTION>
Fund Managed Assets($) (% Per Annum)
--------- ----------------- -------------
<S> <C> <C>
CIF International First $ 100 million
Equity Fund Next $ 100 million
Over $ 200 million
</TABLE>
Quarterly Payment
Fees shall be paid within 30 days following the end of each calendar quarter.
COMMONFUND ASSET MANAGEMENT COMPANY CAPITAL GUARDIAN TRUST COMPANY
By:___________________________ By:___________________________
Name: Name:
Title: Title:
Date of this Schedule B: ______
