Money Manager Agreement
This agreement (the Agreement) is
between TIFF Investment Program, Inc.
(TIP), a Maryland corporation, for its TIFF
Multi-Asset Fund (the Fund) and Amundi
Xxxxx Xxxxxxx, LLC (the Manager), a
registered investment adviser under the
Investment Advisers Act of 1940, as
amended (the Advisers Act), and is
effective as on October 1, 2013 (the
Effective Date).
Recitals
TIP is an open-end management
investment company registered under the
Investment Company Act of 1940, as
amended (the 1940 Act); and
TIP wishes to retain the Manager to
render advisory services to the Fund and the
Manager is willing to render those services.
The parties therefore agree as follows:
1. Managed Assets
The Manager will provide investment
management services with respect to assets
placed with the Manager on behalf of the
Fund from time to time. Such assets may be
placed in one or more separately managed
accounts (each, a Managed Account), and
each Managed Account may be changed by
investment, reinvestment, additions,
disbursements of expenses, and withdrawals.
All assets placed in such Managed Accounts
are referred to in this Agreement collectively
as the Managed Assets. The Fund may
make additions to or withdraw all or any
portion of the Managed Assets from this
management arrangement at any time.
2. Appointment and Powers of
Manager; Investment Approach
(a)
Appointment. TIP, acting on behalf
of the Fund, hereby appoints the Manager to
manage the Managed Assets for the period
and on the terms set forth in this Agreement.
The Manager hereby accepts this
appointment and agrees to render the services
herein described in accordance with the
requirements described in Section 3(a).
(b)
Powers. Subject to the supervision of
the board of directors of TIP and
subject to
the supervision of TIFF Advisory Services,
Inc. (TAS) as Investment Adviser to the
Fund, the Manager shall direct investment of
the Managed Assets in accordance with the
requirements of Section 3(a). TIP, acting on
behalf of the Fund grants, the Manager
authority to:
(i) acquire (by purchase,
exchange,
subscription, or
otherwise), to hold,
and to dispose of (by
sale, exchange, or
otherwise) securities
and other investments;
(ii) determine what
portion of the Managed
Assets will be held
uninvested;
and
(iii)
enter into such agreements
and make such
representations (including
representations
regarding the purchase
of securities for
investment) as may be
necessary or proper in
connection with the
performance by the
Manager of its duties
hereunder.
(c) Power of Attorney. To
enable the Manager to exercise fully the
discretion granted hereunder, TIP appoints
the Manager as its attorney-in-fact to
invest, sell, and reinvest the Managed
Assets as fully as TIP itself could do. The
Manager hereby accepts this appointment.
(d) Voting. The Manager shall
be authorized to vote on behalf of the
Fund any proxies relating to the Managed
Assets, provided, however, that the Manager
shall comply with any instructions received
from the Fund as to the voting of securities
and handling of proxies.
(e) Independent Contractor.
Except as expressly authorized herein, the
Manager shall for all purposes be deemed to
be an independent contractor and shall have
no authority to act for or to represent TIP,
the Fund, or TAS in any way, or otherwise
to be an agent of any of them.
(f) Reporting. The Manager
shall furnish to TIP upon reasonable
request such information that TIP may
reasonably require to complete documents,
reports, or regulatory filings.
3. Requirements; Duties
(a)
Requirements. In performing
services for the Fund and otherwise
discharging its
obligations under this Agreement, the
Manager shall act in conformity with the
following requirements (the
Requirements):
(i) the 1940 Act, the
Internal Revenue
Code of 1986, as
amended, and all
other applicable
federal and state laws
and regulations which
apply to the Manager
in conjunction with
performing services
for the Fund, if any;
(ii) TIPs Registration
Statement under the
1940 Act and the
Securities Act of
1933, as amended,
on Form N-lA as
filed with the
Securities and
Exchange
Commission relating
to the Fund and the
shares of common
stock in the Fund, as
such Registration
Statement may be
amended from time to
time (the
Registration
Statement);
(iii) the Managers
Investment
Guidelines for each
Managed Account,
which may be
amended from time
to time through
mutual agreement by
TAS and the Manager;
(iv)
written instructions and
directions of the board of
directors of TIP; and
(v)
written instructions and
directions of TAS.
(b) Responsibility with Respect to
Actions of Others. TIP may place the
investment portfolio of each of its funds,
including the Fund, with one or more
investment managers. To the extent the
applicability of, or conformity with, the
Requirements depends upon investments
made by, or activity of, the managers other
than the Manager, the Manager agrees to
comply with such Requirements: (i) to the
extent that such compliance is within the
Managers Investment Guidelines; and (ii) to
the extent that the Manager is provided with
information sufficient to ascertain the
applicability of such Requirements. If it
appears to the Fund at any time that the
Fund may not be in compliance with any
Requirement and the Fund or TAS so
notifies the Manager, the Manager shall
promptly take such actions not inconsistent
with applicable law as the Fund or TAS may
reasonably specify to effect compliance.
(c) Responsibility with Respect
to Performance of Duties. In performing its
duties under this Agreement, the Manager
will act solely in the interests of the Fund
and shall use reasonable care and its best
judgment in matters relating to the Fund. The
Manager will not deal with the Managed
Assets in its own interest or for its own
account.
4. Recordkeeping and Reporting
(a) Records. The Manager shall
maintain proper and complete records
relating to the furnishing of investment
management services under this Agreement,
including records with respect to the
securities transactions for the Managed
Assets required by Rule 31a-1 under the
1940 Act. All records maintained pursuant
to this Agreement shall be subject to
examination by the Fund and by persons
authorized by it during reasonable business
hours upon reasonable notice. Records
required by Rule 31a-1 maintained as
specified above shall be the property of the
Fund; the Manager will preserve such
records for the periods prescribed by Rule
31a-2 under the 1940 Act and shall
surrender such records promptly at the
Funds request. Upon termination of this
Agreement, the Manager shall promptly
return records that are the Funds property
and, upon demand, shall make and deliver to
the Fund true and complete and legible
copies of such other records maintained as
required by this Section 4(a) as the Fund
may request. The Manager may retain copies
of records furnished to the Fund.
(b) Reports to Custodian. The
Manager shall provide to the Funds
custodian and to the Fund, on each business
day, information relating to all transactions
concerning the Managed Assets.
(c) Other Reports. The Manager
shall render to the board of directors of TIP
and to TAS such periodic and special reports
as the board or TAS may reasonably request.
5. Purchase and Sale of Securities
(a)
Selection of Brokers. The Manager
shall place all orders for the purchase
and sale
of securities on behalf of the Fund with
brokers or dealers selected by the Manager in
conformity with the policy respecting
brokerage set forth in the Registration
Statement. Neither the Manager nor any of
its officers, employees, or any of its
affiliated persons, as defined in the 1940
Act, will act as principal or receive any
compensation in connection with the
purchase or sale of investments by the Fund
other than the management fees provided for
in Section 6 hereof.
In placing such orders, the Manager will
give primary consideration to obtaining the
most favorable price and efficient execution
reasonably available under the
circumstances and in accordance with
applicable law. In evaluating the terms
available for executing particular
transactions for the Fund and in selecting
broker-dealers to execute such
transactions, the Manager may consider, in
addition to commission cost and execution
capabilities, those factors that it deems
relevant, such as the financial stability and
reputation of broker-dealers and the
brokerage and research services (as those
terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as
amended) provided by such broker-dealers.
The Manager is authorized to pay a broker-
dealer who provides such brokerage and
research services a commission for
executing a transaction which is in excess of
the amount of commission another broker-
dealer would have charged for effecting that
transaction if the Manager determines in
good faith that such commission is
reasonable in relation to the value of the
brokerage and research services provided by
such broker-dealer in discharging
responsibilities with respect to the Fund or to
other client accounts as to which it exercises
investment discretion.
(b) Aggregating Orders. On
occasions when the Manager deems the
purchase or sale of a security to be in the best
interest of the Fund as well as other advisory
clients of the Manager, the Manager, to the
extent permitted by applicable laws and
regulations, may, but shall be under no
obligation to, aggregate the securities to be
so sold or purchased in order to obtain the
most favorable price or lower brokerage
commissions and efficient execution. In
such event, allocation of securities so
purchased or sold, as well as the expense
incurred in the transaction, will be made by
the Manager in the manner it considers to be
most equitable and consistent with its
fiduciary obligations to the Fund and its
other clients.
6. Management Fees; Expenses
(a)
Management Fees. Schedules I-A, I-
B, and I-C attached hereto set out the fees to
be paid by the Fund to the Manager for the
respective Managed Accounts. In the case
of the Managed Account that falls under
Schedule I-A, fees will be paid by the Fund
to the Manager each month, on or before the
last business day of the month that follows
the end of the month to which the fee relates
and the applicable fee rate will be applied to
the average daily net asset value of the
Managed Assets of the relevant Managed
Account for the applicable month,
computed as described in the Funds
Registration Statement. In the case of the
Managed Account that falls under Schedule
I-B, fees will be paid by the Fund to the
Manager each month on or before the last
business day of the month that follows the end
of each rolling 12-month measurement period,
as applicable, and the applicable fee rate will
be applied to the average daily net asset
value of the Managed Assets of the relevant
Managed Account for the rolling 12-month
measurement period, computed as
described in the Funds Registration
Statement and in Schedule I-B, and the result
divided by 12 to determine the fee payable
for each month. In the case of Managed
Accounts that fall under Schedule I-C, fees
will be paid by the Fund to the Manager each
month on or before the last business day of
the month that follows the end of the period
to which the fee relates as set out in Schedule
1-C.
(b) Expenses. The Manager shall
furnish at its own expense all of its own
office facilities, equipment and supplies,
and shall perform at its own expense all
routine and recurring functions necessary to
render the services required under this
Agreement including administrative,
bookkeeping and accounting, clerical,
statistical, and correspondence functions.
The Manager shall not have responsibility
for calculating the Net Asset Value of the
Funds portfolio, but must daily review the
pricing of the Managed Assets. The Fund
shall be responsible for its own fees and
expenses; provided, however, that expenses
set forth in the following sentence shall be
paid out of the Managed Assets. The Fund
shall pay directly, or, if the Manager makes
payment, reimburse the Manager for, (1)
custodial transaction fees for the Managed
Assets, (ii) brokerage commissions, issue
and transfer taxes and other costs of
securities transactions to which the Fund is a
party, including any portion of such
commissions attributable to research and
brokerage services; and (iii) taxes, if any,
payable by the Fund. In addition, the Fund
shall pay directly, or, if the Manager makes
payment, reimburse the Manager for, such
non-recurring special out-of-pocket costs
and expenses as may be authorized in
advance by the Fund.
7. Non-Exclusivity of Services
The Manager is free to act for its
own account and to provide investment
management services to others. The Fund
acknowledges that the Manager and its
officers and employees, and the Managers
other clients, may at any time have,
acquire, increase, decrease or dispose of
positions in the same investments which are
at the same time being held, acquired or
disposed of under this Agreement for the
Fund. Neither the Manager nor any of its
officers or employees shall have any
obligation to effect a transaction under this
Agreement simply because such a
transaction is effected for his or its own
account or for the account of another client.
The Fund agrees that the Manager may
refrain from providing any advice or
services concerning securities of companies
for which any officers, directors, partners or
employees of the Manager or any of the
Managers affiliates act as financial adviser,
investment manager or in any capacity that
the Manager deems confidential, unless the
Manager determines in its sole discretion
that it may appropriately do so. The Fund
appreciates that, for good commercial and
legal reasons, material nonpublic
information which becomes available to
affiliates of the Manager through these
relationships cannot be passed on to the
Fund.
8. Liability
The Manager shall not be liable to the
Fund, TIP, or TAS for any error of judgment,
but the Manager shall be liable to the Fund
for any loss resulting from willful
misfeasance, bad faith, or gross negligence
by the Manager in providing services under
this Agreement or from reckless disregard
by the Manager of its obligations and duties
under this Agreement.
TIP understands that certain
provisions of this Agreement including,
without limitation, this section of this
Agreement, may serve to limit the potential
liability of the Manager. TIP has had the
opportunity to consult with Manager as well
as, if desired, its professional advisors and
legal counsel as to the effect of these
provisions. TIP further understands that
certain federal and state securities laws
including, but not limited to, the Advisers
Act, may impose liability or allow for legal
remedies even where the Manager has acted
in good faith and that the rights under those
laws may be non-waivable. Nothing in this
Agreement shall, in any way, constitute a
waiver or limitation by TIP of any rights
which may not be so limited or waived in
accordance with applicable law.
9. Representations
(a) The Manager hereby
represents to the Fund that the Manager is
registered as an investment adviser under the
Advisers Act, that it has full power and
authority to enter into and perform fully the
terms of this Agreement and that the
execution of this Agreement on behalf of the
Manager has been duly authorized and, upon
execution and delivery, this Agreement will
be binding upon the Manager in accordance
with its terms.
(b) The Manager represents that
it complies in all material respects
with all applicable
laws, both federal and state.
(c) TIP hereby represents to the
Manager that it has full power and authority
to enter into this Agreement and that the
execution of this Agreement on behalf of
the Fund has been duly authorized and, upon
execution and delivery, this Agreement will
be binding upon TIP in accordance with its
terms.
(d) TIP acknowledges receipt of
Parts 2A and B of the Managers Form ADV
and Commodity Trading Advisor (CTA)
Disclosure Document (if applicable).
(e) TIP represents that TIP and
the Fund are in full compliance with all
applicable state and federal securities laws
and regulations.
10. Term
This Agreement shall continue in
effect for a period of one (1) year from the
date hereof and shall thereafter be
automatically renewed for successive
periods of one (1) year each, provided
such renewals are specifically approved at
least annually in conformity with the
requirements of the 1940 Act; provided,
however, that this Agreement may be
terminated without the payment of any
penalty, by (a) the Fund, if a decision to
terminate is made by the board of directors
of TIP or by a vote of a majority of the
Funds outstanding voting securities (as
defined in the 1940 Act), or (b) the
Manager, in each case with at least 30 days
written notice from the terminating party and
on the date specified in the notice of
termination.
This Agreement shall terminate
automatically in the event of its assignment
(as defined in the 1940 Act).
11. Amendment
Except as otherwise provided in this
Agreement, this Agreement may be
amended by mutual consent, but the
consent of the Fund must be approved in
conformity with the requirements of the
1940 Act and any order of the Securities
and Exchange Commission that may
address the applicability of such
requirements in the case of the Fund.
12. Notices
Notices or other communications
required to be given pursuant to this
Agreement shall be deemed duly given when
delivered in writing or sent by fax or three
days after mailing registered mail postage
prepaid as follows:
Fund: TIFF Investment Program
c/o TIFF Advisory Services,
Inc.
Attn: General Counsel
Four Tower Bridge
000 Xxxx Xxxxxx Xxxxx, Xxxxx
000
Xxxx Xxxxxxxxxxxx, XX
00000
Fax: 000-000-0000
Manager: Amundi Xxxxx Xxxxxxx, LLC
000 Xxxxx Xxxxxx Xxxxxx,
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Fax: 000-000-0000
Each party may change its address
by giving notice as herein required.
13. Sole Instrument
This instrument constitutes the sole
and only agreement of the parties to it
relating to its object and correctly sets forth
the rights, duties, and obligations of each
party to the other as of its date. Any prior
agreements, promises, negotiations, or
representations not expressly set forth in
this Agreement are of no force or effect.
14. Counterparts
This Agreement may be executed in
counterparts, each of which shall be deemed
to be an original and all of which, taken
together, shall be deemed to constitute
one and the same instrument.
15. Applicable Law
This Agreement shall be governed
by, and the rights of the parties arising
hereunder construed in accordance with, the
laws of the Commonwealth of Pennsylvania
without reference to principles of conflict
of laws. Nothing herein shall be construed
to require either party to do anything in
violation of any applicable law or regulation.
16. Confidential Information
Any information or
recommendations supplied by any party to
this Agreement, which are not otherwise in
the public domain or previously known to
another party in connection with the
performance of obligations hereunder,
including securities or other assets held or
to be acquired by the Fund, transactions in
securities or other assets effected or to be
effected on behalf of the Fund, or financial
information or any other information
relating to a party to this Agreement, are to
be regarded as confidential (Confidential
Information).
No party may use or disclose to
others Confidential Information about the
other party, except solely for the legitimate
business purposes of the Fund for which
the Confidential Information was provided;
as may be required by applicable law or rule
or compelled by judicial or regulatory
authority having competent jurisdiction
over the party; or as specifically agreed to
in writing by the other party to which the
Confidential Information pertains. Further,
no party may trade in any securities issued
by another party while in possession of
material non-public information about that
party. Lastly, the Manager may not
consult with any other money managers
for the Fund about transactions in
securities or other assets of the Fund,
except for purposes of complying with the
1940 Act or SEC rules or regulations
applicable to the Fund. Nothing in this
Agreement shall be construed to prevent
the Manager from lawfully giving other
entities investment advice about, or trading
on their behalf in, shares issued by the Fund
or securities or other assets held or to be
acquired by the Fund.
PURSUANT TO AN EXEMPTION FROM
THE COMMODITY FUTURES
TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF
QUALIFIED ELIGIBLE PERSONS, THIS
AGREEMENT IS NOT REQUIRED TO
BE, AND HAS NOT BEEN, FILED WITH
THE COMMISSION. THE
COMMODITY FUTURES TRADING
COMMISSION DOES NOT PASS UPON
THE MERITS OF PARTICIPATING IN
AN ADVISORY PROGRAM OR UPON
THE ADEQUACY OR ACCURACY OF
THE COMMODITY TRADING
ADVISER DISCLOSURE.
CONSEQUENTLY, THE COMMODITY
FUTURES TRADING COMMISSION
HAS NOT REVIEWED OR APPROVED
THIS ADVISORY PROGRAM OR THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties hereto
execute this Agreement on and make it
effective on the Effective Date specified in
the first paragraph of this Agreement.
On behalf of Fund by the
TIFF Investment Program, Inc.
___/s/ Xxxxx A Lundstrom_______________
Signature
__Kelly X. Xxxxxxxxx, Vice President____
Print Name/Title
On behalf of Amundi Xxxxx Xxxxxxx, LLC
__/s/ Xxxxxxx X. Eason_________________
Signature
_Stephen X. Xxxxx, Senior Executive Vice
President_______________
Print Name/Title
Schedule I-A
Dated as of October 1, 2013
to the
Money Manager Agreement (the
Agreement)
Dated as of October 1, 2013
between
Amundi Xxxxx Xxxxxxx, LLC (the
Manager) and
TIFF Investment Program, Inc. for
its TIFF Multi-Asset Fund (the
Fund)
This fee schedule shall apply to the
Managed Account generally referred to by the
parties as the beta account with a mandate
focused on US Treasury obligations, which
Managed Account may be comprised of one or
more subaccounts.
As compensation for the services
performed and the facilities and personnel
provided by the Manager pursuant to this
Agreement, the Fund will pay to the Manager a
fee according to the following formula:
First $500 million of assets:
0.03% per annum
Asset over $500 million:
0.02% per annum
Average daily net assets of the Managed
Account for which compensation is calculated
under this Schedule I-A.
The fee shall be prorated for any period
that is less than a full calendar month.
All capitalized terms used but not
defined in this Schedule I-A shall have the
meanings ascribed to them in the Agreement.
Schedule I-B
Dated as of October 1, 2013
to the
Money Manager Agreement (the
Agreement)
Dated as of October 1, 2013
between
Amundi Xxxxx Xxxxxxx, LLC (the
Manager) and
TIFF Investment Program, Inc. for
its TIFF Multi-Asset Fund (the
Fund)
This fee schedule shall apply to the
Managed Account generally referred to by the
parties as the low alpha account. The
Managed Account to which this fee schedule
shall apply has a mandate focused on US
Treasury Inflation Protected Securities
supplemented by an overlay portfolio of high
quality credits designed to produce modest
excess returns.
Note: This new Agreement has been entered
into following a termination resulting from an
assignment of the previous agreement between
the parties, dated as of July 1, 2012, and shall
not be considered an early termination under the
provisions of the previous agreement. The
compensation and fee schedule that were in
effect at the time of the termination of the
previous agreement and the compensation and
fee schedule set forth herein are identical, and
the fees payable to the Manager hereunder shall
be calculated using the applicable measuring
periods as though there was no termination.
As compensation for the services
performed and the facilities and personnel
provided by the Manager pursuant to this
Agreement, the Fund will pay to the Manager a
fee according to the following formula:
First $200 million of assets: 10 +
..200 x (Excess Return - 15 basis points)
Assets over $200 million: 5 +
..200 x (Excess Return - 15 basis points)
Floor: 10 basis points (5 basis points
on assets over $200 million)
Cap: 85 basis points
Fulcrum: 48 basis points at 205 basis
points Excess Return (assets less than $200
million)
Average daily net assets of the Managed
Account for which compensation is calculated
under this Schedule I-B (Schedule I-B Assets)
for each month over rolling 12-month month
periods.
For purposes of this fee calculation,
Excess Return is the amount by which the actual
gross total return of the Schedule I-B Assets
exceeds the Benchmark total return, measured
over rolling 12-month periods. The Benchmark
shall be the Barclays US Government Inflation-
Linked Bonds Index Total Return (the TIPS
Benchmark), or its successors.
If the Manager ceases to render services
hereunder at any time during, and before the last
day of, any calendar month, the Manager shall
be entitled to a fee for services rendered
hereunder during such month equal to 150% of
the Floor (prorated based on the number of days
during such calendar month that the Manager
provided services hereunder) payable by the
Fund on or before the last day of the month
following the month in which the Manager
ceased to render services hereunder.
All capitalized terms used but not
defined in this Schedule I-B shall have the
meanings ascribed to them in the Agreement.
Schedule I-C
Dated as of October 1, 2013
to the
Money Manager Agreement (the
Agreement)
Dated as of October 1, 2013
between
Amundi Xxxxx Xxxxxxx, LLC (the
Manager) and
TIFF Investment Program, Inc. for
its TIFF Multi-Asset Fund (the
Fund)
This fee schedule shall apply to
Managed Accounts designated from time to
time, and generally referred to, by the parties as
high alpha accounts. The initial Managed
Account to which this fee schedule shall apply
has a mandate focused on securitized credit
opportunities, with primary emphasis in agency
and non-agency securitized credit instruments
backed by residential and commercial
mortgages. Other mandates might focus on
securitized credits, corporate credits, US
government and agency obligations or other
sectors within the fixed income market.
Note: This new Agreement has been entered
into following a termination resulting from an
assignment of the previous agreement between
the parties, dated as of July 1, 2012, and shall
not be considered an early termination under the
provisions of the previous agreement. The
compensation and fee schedule that were in
effect at the time of the termination of the
previous agreement and the compensation and
fee schedule set forth herein are identical, and
the fees payable to the Manager hereunder shall
be calculated using the applicable measuring
periods as though there was no termination.
As compensation for the services
performed and the facilities and personnel
provided by the Manager pursuant to this
Agreement, the Fund will pay to the Manager a
fee as set forth below.
The Fund will pay the Manager (i) an asset
based fee (the Investment Management Fee)
plus (ii) a performance based fee (the
Performance Based Fee), each as described
below.
Capitalized terms used throughout this schedule
shall have the meanings given to them in the
Agreement unless otherwise defined herein.
Investment Management Fee: The Fund will
pay the Manager an asset based fee equal to the
Base Fee Rate multiplied by the Managed
Account assets, calculated monthly and based
the aggregate average daily net assets of the
Managed Accounts for which compensation is
calculated under this Schedule I-C for the month
to which the fee relates. The Investment
Management Fee with respect to any Managed
Account will be prorated for any period that is
less than a full calendar month.
Calculation and Payment of Performance
Based Fee: For each Calculation Period, the
Performance Based Fee will be equal to 10
percent of the Performance Fee Accrual Account
at the end of the Calculation Period if the
Performance Fee Accrual Account is equal to or
greater than 4.8 percent of the aggregate
Managed Account assets for which
compensation is calculated under this Schedule
I-C as of the end of the Calculation Period. If
the Performance Fee Accrual Account is less
than 4.8 percent of such aggregate Managed
Account assets but greater than zero as of the
end of the Calculation Period, the Performance
Based Fee will be equal to 2.5 percent of the
Performance Fee Accrual Account. If the
Performance Fee Accrual Account is a negative
dollar amount as of the end of the Calculation
Period, the Performance Based Fee will be zero.
The Performance Based Fee shall be payable
monthly, in arrears, in the month that follows the
Calculation Period or, in the event of a complete
withdrawal of Managed Account assets, in the
month that follows such withdrawal. In the
event of a complete withdrawal of Managed
Account assets, the final Performance Based Fee
will be equal to the entire Performance Fee
Accrual Account, if such Account contains a
positive balance. In the event of a complete
withdrawal of Managed Account assets at a time
when the Performance Fee Accrual Account
contains a negative balance, the final
Performance Based Fee will be zero.
Definitions Related to the Calculation and
Payment of the Investment Management Fee:
Base Fee Rate: The Base Fee Rate is a blended
rate calculated by applying:
0.30% per annum on the
first $200,000,000 of TIFF Assets;
0.25% per annum on all
TIFF Assets in excess of $200,000,000;
summing the result of
each calculation and
dividing by TIFF Assets
to determine an
effective fee rate, which
shall be the Base Fee
Rate.
TIFF Assets: TIFF Assets for any period means
the assets in any Managed Account managed
pursuant to this Agreement plus all other assets
of funds advised by TIFF Advisory Services,
Inc., or its affiliates that are managed by the
Manager or its affiliates under a high alpha
account designation. The value of the assets
used for purposes of this definition will be the
value as defined under the Money Manager
Agreement applicable to such assets.
Definitions Related to the Calculation and
Payment of the Performance Based Fee:
Calculation Period: Calculation Period means
each calendar month. In the event of a complete
withdrawal, the final Calculation Period shall be
the period that commences on first day of the
month of withdrawal and ends on the date of
complete withdrawal, even though less than a
full month.
Effective Date: The Effective Date is the date on
which the Fund has first placed assets with the
Manager.
Hurdle: The Hurdle is defined as total return of
1 month LIBOR for the Calculation Period +
(235 basis points/12) starting net asset value of
the Managed Account assets as of the first day
of the Calculation Period. The Hurdle is a USD
amount and shall be calculated separately for
each Managed Account that falls under this
Schedule I-C. In the event of contributions to or
withdrawals from the Managed Account assets,
the Hurdle shall be pro-rated with respect to the
Managed Account assets held for less than a full
calendar month. Note: The total return of 1
month LIBOR can be obtained using the
Bloomberg Ticker LUS1.
Net Appreciation: Net Appreciation means the
excess, if any, of the ending net asset value of
the Managed Account assets as of the last day of
the applicable Calculation Period over the
beginning net asset value of the Managed
Account assets as of the first day of the
applicable Calculation Period. The beginning
net asset value will be increased to reflect any
additional assets placed with the Manager during
the applicable Calculation Period or reduced to
reflect any assets withdrawn from the Manager
during the applicable Calculation Period. Net
Appreciation is a USD amount. Net
Appreciation shall be calculated separately for
each Managed Account that falls under this
Schedule I-C.
Net Depreciation: Net Depreciation means the
excess, if any, of the beginning net asset value of
the Managed Account assets as of the first day
of the applicable Calculation Period over the
ending net asset value of the Managed Account
assets as of the last day of the applicable
Calculation Period. The beginning net asset
value will be increased to reflect any additional
assets placed with the Manager during the
applicable Calculation Period or reduced to
reflect any assets withdrawn from the Manager
during the applicable Calculation Period. Net
Depreciation is a USD amount. Net
Depreciation shall be calculated separately for
each Managed Account that falls under this
Schedule I-C.
Incentive: For each Calculation Period, the
Incentive is equal to 20% (Net Appreciation or
Net Depreciation - Investment Management Fee
- Hurdle). Incentive is a USD amount and may
result in a positive or negative product. The
Incentive shall be calculated separately for each
Managed Account that falls under this Schedule
I-C.
Performance Fee Accrual Account: This
account is a single, cumulative memo account
into which (i) the Incentive of each Managed
Account that falls under Schedule I-C is
credited, if positive, or debited, if negative, for
each Calculation Period and (ii) the Performance
Based Fee, if any, is withdrawn each Calculation
Period.
All capitalized terms used but not
defined in this Schedule I-C shall have the
meanings ascribed to them in the Agreement.
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