Exhibit d(12)
MONEY MANAGER AGREEMENT
This Agreement is between the TIFF Investment Program, Inc. ("TIP"), a
Maryland Corporation, for its TIFF Multi-Asset and Government Bond Funds and
such other of its Funds as TIP and the Manager (as defined below) may agree upon
from time to time (the "Fund") and Xxxxx Xxxxxxx Associates, Inc, a registered
investment adviser under the Investment Advisers Act of 1940 (the "Manager") and
is effective as of March 26, 2003 (the "Effective Date").
RECITALS
TIP is an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"); and
The Fund 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, as changed by investment, reinvestment, additions, disbursements of
expenses, and withdrawals, are referred to in this Agreement 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 Foundation Advisers, Inc. ("FAI") as
Investment Adviser to the Fund, the Manager shall direct investment of the
Managed Assets in accordance with the requirements of Section 3(a). 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 Manager of its duties hereunder.
(c) Power of Attorney. To enable the Manager to exercise fully
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 FAI 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) TIP's Registration Statement under the 1940 Act and
the Securities Act of 1933 on Form N-1A 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 Manager's Investment Guidelines (appended to this
Agreement as Exhibit A), which may be amended from
time to time through mutual agreement by FAI and the
Manager;
(iv) written instructions and directions of the board of
directors of TIP; and
(v) written instructions and directions of FAI.
(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 Manager's 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 so notifies the Manager, the Manager shall promptly take such
actions not inconsistent with applicable law as the Fund 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 Fund's request. Upon termination of this Agreement, the Manager
shall promptly return records that are the Fund's 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 Fund's
custodian and to 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 FAI such periodic and special reports as the board or FAI 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.
(b) Aggregating Orders. On occasions when the Manager deems the
purchase or sale of a security to be in the best interest of Fund as well as
other advisory funds 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 Manager in the manner it considers
to be most equitable and consistent with its fiduciary obligations to Fund and
its other funds.
6. MANAGEMENT FEES; EXPENSES
(a) Management Fees. Schedule I attached hereto sets out the fees to be
paid by the Fund to the Manager by the tenth business day of the following month
in connection with this Agreement. The applicable fee rate will be applied to
the average daily net assets (gross of expenses except custodian transaction
charges) of the Managed Assets, computed as described in the Fund's Registration
Statement, pursuant to this Agreement.
(b) Expenses. The Manager shall furnish at its own expense all 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 Fund's portfolio, but
must daily review the pricing of the Managed Assets. The Fund shall pay
directly, or, if the Manager makes payment, reimburse the Manager for, (i)
custodial 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 Manager's other funds, 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 fund. 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
Manager's 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 Fund.
8. LIABILITY
The Manager shall not be liable to Fund, TIP, or FAI 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.
9. REPRESENTATIONS
(a) The Manager hereby confirms to the Fund that the Manager is
registered as an investment adviser under the Investment Advisers Act of 1940,
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 confirms 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 the Manager's 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 two (2) years
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 Fund's outstanding voting
securities (as defined in the 1940 Act), or (b) by 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 Foundation Advisers, Inc.
000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Fax: 000-000-0000
Manager: Xxxxx Xxxxxxx Associates, Inc.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxx Xxxxxxxx 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
Virginia 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.
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 On behalf of Manager by:
TIFF Investment Program, Inc.
/s/ Xxxxx Xxxxxxx Associates, Inc.
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/s/ Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxx Xxxx/President Signature
Xxxxxxx X. Xxxxx
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Print Name/Title
SCHEDULE I TO MONEY MANAGER AGREEMENT BETWEEN
XXXXX XXXXXXX ASSOCIATES INC. AND
TIFF MULTI-ASSET FUND
FEE CALCULATION
Compensation
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)
* Aggregate average daily net assets in Manager's account for Multi-Asset Fund
and Government Bond Fund.
SCHEDULE I TO MONEY MANAGER AGREEMENT BETWEEN
XXXXX XXXXXXX ASSOCIATES INC. AND
TIFF GOVERNMENT BOND FUND
FEE CALCULATION
Compensation
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 -30 basis points)]
Assets* over $200 million: 5 + [.200 x (Excess Return - 30 basis points)]
Floor: 10 basis points (5 basis points on assets* over $200 million)
Cap: 85 basis points
Fulcrum: 48 basis points at 218 basis points Excess Return (assets* less
than $200 million)
* Aggregate average daily net assets in Manager's account for Multi-Asset Fund
and Government Bond Fund
