Money Manager Agreement
This Agreement is between the TIFF Investment Program, Inc. ("TIP"), a
Maryland Corporation, for the account of its TIFF Multi-Asset Fund and such
other of its Funds as may from time to time allot assets for management under
this agreement (hereafter "Client"), and Standard Pacific Capital LLC
(hereafter "Manager") and is effective as of June 30, 1996 (the "Effective
Date").
Recitals
TIP is a non-diversified open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"); and
Client wishes to retain Manager to render advisory services to Client
and Manager is willing to render those services.
Now, therefore, the parties agree as follows:
1. Managed Assets
Manager will provide investment management services with respect to
assets placed with Manager on behalf of Client 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." Client 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 Client, hereby appoints
Manager to manage the Managed Assets for the period and on the terms set forth
in this Agreement. Manager hereby accepts this appointment and agrees to
render the services herein described in accordance with the Manager's
Investment Approach set forth in the Manager Profile (Manager's "Investment
Approach") as such approach may be elaborated and refined with the consent of
Foundation Advisers, Inc. ("FAI"), acting on behalf of Client. The Manager
Profile pertaining to Manager is included the prospectus (the "Prospectus")
which is part of the Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended on Form N1-A as filed with the Securities
and Exchange Commission relating to Client and the shares of common stock in
Client. The Registration Statement, with all amendments thereto, is referred
herein as the "Registration Statement".
(b) Powers. Subject to the supervision of the Board of Directors of
TIP and subject to the supervision of FAI, which is Investment Adviser to
Client, Manager shall direct investment of the Managed Assets in accordance
with Manager's Investment Approach. Client grants the Manager authority to:
(i) acquire (by purchase, exchange, subscription, or otherwise),
to hold, and to dispose (by sale, exchange or otherwise)
investments and other securities;
(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 Manager to exercise fully discretion
granted hereunder, TIP appoints Manager as its attorney in fact to invest,
sell, and reinvest the Managed Assets as fully as TIP itself could do.
Manager hereby accepts this appointment.
(d) Voting. Manager shall be authorized to vote on behalf of Client
any proxies relating to the Managed Assets, provided, however, that Manager
shall comply with instructions received from Client as to the voting of
securities and handling of proxies.
(e) Independent Contractor. Except as expressly authorized herein,
Manager shall for all purposes be deemed to be an independent contractor and
shall have no authority to act for or to represent TIP, Client, or FAI in any
way, or otherwise to be an agent of any of them.
3. Requirements; Duties
(a) Requirements. In performing services and otherwise discharging
its obligations under this Agreement, Manager shall act in conformity with the
following requirements (referred to collectively in this Agreement as the
"Requirements"):
(i) the Articles of Incorporation and By-Laws of TIP;
(ii) the Registration Statement, including the Manager's
Investment Approach set forth therein;
(iii) the 1940 Act, the Internal Revenue Code, and all other
applicable federal and state laws and regulations;
(iv) instructions and directions of the Board of Directors of
TIP;
(v) instructions and directions of FAI; and
(vi) the Manager's Investment Guidelines, which shall be amended
from time to time by the Investment Adviser.
(b) Responsibility with Respect to Actions of Others. TIP places the
investment portfolio of each of its Funds, including Client, with one or more
investment managers. To the extent the applicability of, or conformity with,
Requirements depends upon investments made by, or activity of, managers other
than Manager, Manager agrees to comply with such Requirements to the extent
Manager is provided with information sufficient to ascertain the applicability
of such Requirements. If it appears to Client at any time that Client may not
be in compliance with any Requirement and Client so notifies Manager, Manager
shall promptly take such actions not inconsistent with applicable law as
Client may specify to effect compliance.
(c) Responsibility with Respect to Performance of Duties. In
performing its duties under this Agreement, Manager will act solely in the
interests of Client and shall use reasonable care and its best judgment.
Manager will not deal with the Managed Assets in its own interest or for its
own account.
4. Recordkeeping and Reporting
(a) Records. Manager shall maintain proper and complete records
relating to the furnishing of investment management services under this
Agreement, including records with respect to the Client's securities
transactions required by Rule 31a-1 under the 1940 Act. All records
maintained pursuant to this Agreement shall be subject to examination by
Client 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 Client; 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 Client's request. Upon termination of this
Agreement, Manager shall promptly return records that are Client's property
and, upon demand, shall make and deliver to Client true and complete and
legible copies of such other records maintained as required by this Section
4(a) as Client may request. Manager may retain copies of records furnished to
Client.
(b) Reports to Custodian. Manager shall provide to Client's custodian
and to the Client on each business day information relating to all
transactions concerning the Managed Assets.
(c) Other Reports. 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. Manager shall place all orders for the
purchase and sale of securities on behalf of Client with brokers or dealers
selected by Manager in conformity with the policy respecting brokerage set
forth in the Registration Statement. Neither the Manager nor any of its
officers, employees, or affiliates will act as principal or receive any
compensation in connection with the purchase or sale of investments by Client
other than the management fees provided for in Section 6 hereof.
(b) Aggregating Orders. On occasions when Manager deems the purchase
or sale of a security to be in the best interest of Client as well as other
clients of 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,
the broker shall confirm the transactions on an average price basis and
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 Client and its
other clients.
6. Management Fees; Expenses
(a) Management Fees. Schedule 1 attached hereto sets out the fees to
be paid by Client to Manager by the tenth business day of the following month
in connection with this Agreement. The applicable fee rate will be applied to
the Manager's average daily net assets (gross of expenses except custodian
transaction charges), which is defined as that portion of the average daily
net assets (gross of expenses except custodian transaction charges) of the
Fund, computed as described in the Fund's Registration Statement, that is
managed pursuant to this Agreement by the Money Manager.
(b) Expenses. 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. Client shall pay
directly, or, if Manager makes payment, reimburse Manager for, (i) custodial
fees for the Managed Assets, (ii) brokerage commissions, issue and transfer
taxes and other costs of securities transactions to which Client is a party,
including any portion of such commissions attributable to research and
brokerage services; and (iii) taxes, if any, payable by Client. In addition,
Client shall pay directly, or, if Manager makes payment, reimburse Manager
for, such non-recurring special out-of-pocket costs and expenses as may be
authorized in advance by Client.
7. Non-Exclusivity of Services
Manager is free to act for its own account to provide services to
others similar to those to be provided to Client hereunder. Client
acknowledges that Manager and its officers and employees, and Manager's 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 for or disposed of under this Agreement for Client. Neither 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.
8. Liability
Manager shall not be liable to Client for any error of judgment but
Manager shall be liable to Client for any loss resulting from willful
misfeasance, bad faith, or gross negligence by Manager in providing services
under this Agreement or from reckless disregard by Manager of its obligations
and duties under this Agreement.
9. Representations
(a) Manager hereby confirms to Client that 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 Manager has
been duly authorized and, upon execution and delivery, this Agreement will be
binding upon Manager in accordance with its terms.
(b) TIP hereby confirms to Manager that it has full power and
authority to enter into this Agreement and that the execution of this
Agreement on behalf of Client has been duly authorized and, upon execution and
delivery, this Agreement will be binding upon Client in accordance with its
terms.
10. Term
This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is 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 the Client, if a decision to terminate is made by
the Board of Directors of Client or by a vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Client, or 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
This Agreement may be amended by mutual consent, but the consent of
Client 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 Client.
12. Notices
Notices or other communications required to be given pursuant to this
Agreement shall be deemed duly given when delivered in person, or sent by
telecopy, or three days after mailing registered mail postage prepaid as
follows:
Client: TIFF Investment Program
c/o Foundation Advisers, Inc.
0000 Xxx Xxxx
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Telecopy: 000-000-0000
Manager: Standard Pacific Capital LLC
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Telecopy: 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 Client by the On behalf of
TIFF Investment Program : Standard Pacific Capital LLC:
Signature Signature
Name / Title Name / Titl
Schedule I
Performance Fee Calculation
Compensation
As compensation for the services performed and the facilities and
personnel provided by the Manager pursuant to this Agreement, the Client
will pay to the Manager a fee according to the following formula:
Fee = 15 + [ 0.270 x (Excess Return - 115)]; subject to Floor of
15 b.p., Cap of 200 b.p.
and computed in accordance with the following provisions.
Certain Defined Terms
"Beginning Date" shall mean the date that the Manager begins (or
resumes after a hiatus) to render services under this Agreement.
"Managed Assets" is hereby defined as that portion of Client's
assets allocated to Manager.
"Minimum Fee" shall mean, with respect to any full calendar month,
the result obtained by multiplying the average daily value of the net
assets (gross of expenses) of Managed Assets during such month by 1/12th
of the "floor rate" set forth in this Agreement.
"Performance Adjusted Fee," with respect to a calendar month
subsequent to the Transitional Period, shall mean the result obtained by
multiplying the average daily value of the net assets of the Managed
Assets during the performance measurement period by 1/12th of the
Performance Fee Rate determined in accordance with the formula above,
where the performance measurement period is the one-year period
beginning on the first day of the thirteenth month prior to such month
and ending on the last day of the second month prior to such month.
"Performance Fee Rate" shall mean the rate of fee produced by
application of the formula set forth above. Under such formula, the
rate of fee varies directly with the time-weighted rate of return
achieved for the Client by the Manager over the applicable performance
measurement period, but is never greater than the "cap" rate nor less
than the "floor" rate specified in the formula. The rate of fee varies
above and below the "fulcrum" fee rate, i.e., the rate that is midway
between the cap rate and the floor rate, depending on the amount by
which the Manager's return exceeds, or is less than, the return of the
"benchmark" specified in the formula. (The rate of return at which the
Performance Fee Rate will equal the fulcrum fee rate is equal to the
benchmark return plus the "hurdle" rate incorporated in the formula.)
The rate at which the Performance Fee Rate changes in response to a
specified increment of change in the Manager's performance relative to
the performance of the benchmark (i.e., the slope of the line graph
appearing in Schedule 1) is constant (i.e., the graph's slope is a
straight line). The Performance Fee Rate will change as the Manager's
performance varies from the performance of the benchmark in increments
of one basis point.
"Start-Up Period" shall mean the period beginning on the Beginning
Date and ending on either (i) the last day of the first full calendar
month following the month in which the Beginning Date falls, where the
Beginning Date is the first day of a calendar month, or (ii) the last
day of the second full calendar month following the month in which the
Beginning Date falls, where the Beginning Date is a day other than the
first day of a calendar month.
"Transitional Performance Fee" shall mean the result obtained by
multiplying the average daily net assets (gross of expenses) of the
Managed Assets during the performance measurement period by the
Performance Fee Rate determined in accordance with the formula above,
where the performance measurement period is the period beginning on the
Beginning Date and ending on the last day of the tenth month of the
Transitional Period (annualized, should the Beginning Date not be the
first day of a calendar month).
"Transitional Period" shall mean the period of twelve consecutive
calendar months beginning on the day following the last day of the
Start-Up Period.
Fee For Services During Start-Up Period
For services rendered by the Manager hereunder during each
calendar month, or portion of a calendar month, during the Start-Up
Period, the Manager shall be entitled to a fee equal to 150% of the
Minimum Fee (prorated, with respect to any period of less than a full
calendar month, based on the number of days during such calendar month
that the Manager provided services hereunder), payable by the Client on
or about the tenth day of the month following the month in which such
fees are earned.
Fee For Services During Transitional Period
(a) Amount of Fee. For services rendered by the Manager
hereunder during the Transitional Period, the Manager shall be entitled
to a fee equal to the Transitional Performance Fee.
(b) Payment of Fee. On or about the tenth day of each month of
the Transitional Period, other than the first such month, the Client
shall pay to the Manager an amount equal to the Minimum Fee applicable
to the immediately preceding month. On or about the tenth day of the
month following the end of the Transitional Period, the Client shall pay
the Manager the difference between (i) the Transitional Performance Fee
and (ii) the sum of Minimum Fee payments made during the Transitional
Period.
(c) Early Termination. If the Manager ceases to render services
hereunder at any time during, and before the end of, the Transitional
Period, the Manager shall be entitled to a fee for services rendered
hereunder during the Transitional Period equal to 150% of the Minimum
Fee payments referred to in the immediately preceding paragraph
(prorated for any period of less than a full calendar month that the
Manager provided services hereunder based on the number of days during
such month that the Manager provided services hereunder), with any
amounts not previously paid being payable on or about the tenth day of
the month following the month in which the Manager ceased to render
services hereunder.
Fee For Services During Subsequent Months
(a) Fee. For services rendered by the Manager hereunder during
consecutive full calendar months subsequent to the end of the
Transitional Period, the Manager shall be entitled to a fee equal to the
Performance Adjusted Fee, payable by the Client on or about the tenth
day of the month following the month in which such fees are earned.
(b) Early Termination. If the Manager ceases to render services
hereunder at any time during, and before the end of, any such subsequent
month, the Manager shall be entitled to a fee for services rendered
hereunder during such month equal to 150% of the Minimum Fee (prorated
based on the number of days during such calendar month that the Manager
provided services hereunder) payable by the Client on or about the tenth
day of the month following the month in which the Manager ceased to
render services hereunder.
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