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 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:

o    0.25% of net assets of the CIF Short Duration Fund;
o    0.45% of net assets of the CIF Core Plus Bond Fund;
o    0.55% of net assets of the CIF Core Equity Fund;
o    1.00% of net assets of the CIF Small Cap Fund;
o    1.05% of net assets of the CIF All Cap Equity Fund; and
o    0.80% of net assets of the CIF International Equity Fund.

The Investment Manager further agrees to waive its investment advisory fees and
to reimburse expenses as necessary to keep non-investment advisory expenses of
the CIF Inflation-Indexed Bond Fund from exceeding 0.10% of net assets per year.

This agreement shall remain in effect, with respect to a Fund, as long as the
Investment Manager serves as investment adviser to such Fund. These fee waivers
may be amended or terminated only with the consent of the Board of Directors of
the Company.

Please execute a copy of this letter in the place provided below as evidence of
your written consent to the terms of this agreement:

Commonfund Asset Management Company, Inc.

By: ______________________________________
Attested By: _____________________________

ACCEPTED AND AGREED:

Commonfund Institutional Funds

By: ______________________________________
Attested By: _____________________________