Amended and Restated Schedule I to the Money Manager Agreement, dated December 21, 1998, between Aronson+Johnson+Ortiz, LP (formerly Aronson+Partners) and TIFF Investment Program, Inc., for its TIFF Multi-Asset Fund (“MAF”) and TIFF US Equity Fund...
Performance
Fee Calculation
April
1, 2008
Amended
and Restated Schedule I
to
the
Money
Manager Agreement, dated December 21, 1998,
between
Xxxxxxx+Xxxxxxx+Xxxxx, XX
(formerly
Xxxxxxx+Partners)
and
TIFF
Investment Program, Inc.,
for
its
TIFF Multi-Asset Fund (“MAF”) and TIFF US Equity Fund (“USEF”)
Performance
Fee Calculation
Dated
April 1, 2008
Compensation
As
compensation for the services performed and the facilities and personnel
provided by the Manager pursuant to this Agreement, each of MAF and USEF will
pay to the Manager a fee according to the following formula, which formula
will
vary depending on the combined value of the MAF Managed Assets and the USEF
Managed Assets:
The
following formula will apply when the combined average daily net asset value
of
the MAF and USEF Managed Assets is less than $100 million during the final
month
in the performance measurement period1:
Fee
= 15
+ [0.25 x (Excess Return – 90)]; subject to floor of 10 bp; cap of 80 bp,
computed in accordance with the following provisions.
The
following formula will apply when the combined average daily net asset value
of
the MAF and USEF Managed Assets is equal to or exceeds $100 million during
the
final month in the performance measurement period1:
Fee
= 10
+ [0.16 x (Excess Return – 75)]; subject to floor of 10 bp; cap of 50 bp,
computed in accordance with the following provisions.
The
applicable formula shall be applied separately with respect to MAF and USEF
and
each of MAF and USEF shall be responsible only for the payment of the fee with
respect to its own Managed Assets.
Certain
Defined Terms
“Beginning
Date” shall mean the date
that the Manager begins (or resumes after a hiatus) to render services under
this Agreement.
“Excess
Return” shall mean the return
of the Money Manager that exceeds the return of the benchmark.
“Managed
Assets” is hereby defined as
that portion of MAF’s assets or USEF’s assets, as applicable, 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” shall mean
the result obtained by multiplying the average daily value of the net assets
of
the MAF Managed Assets or the USEF Managed Assets, as applicable, during the
performance measurement period (trailing 12 months performance) by 1/12th
of the
Performance Fee Rate determined in accordance with the formula above.
“Performance
Fee Rate” for MAF or USEF
shall mean the rate of fee produced by application of the applicable formula
set
forth above. Under such formula, the rate of fee varies directly with
the time-weighted rate of return achieved for MAF or USEF, as applicable, 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 is constant. The
Performance Fee Rate will change as the Manager's performance varies from the
performance of the benchmark in increments of one basis point.
Fee
for
Services
(a)
Fee. For services
rendered by the Manager hereunder during consecutive full calendar months
subsequent, 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 MAF or USEF, as applicable,
on
or about the tenth day of the month following the month in which the Manager
ceased to render services hereunder.
[signatures
appear on
following page]
Agreed
and
Accepted:
Agreed and Accepted:
TIFF
Investment Program, Inc.
for
Xxxxxxx+Xxxxxxx+Xxxxx, XX
each
of
TIFF Multi-Asset Fund and
TIFF
US
Equity Fund
By:
___/s/ Xxxx X.
Xxxxxx_________ By:
___/s/ Xxxx Xxxxx_________
Name:
___Xxxx X.
Xxxxxx_________
Name:___Xxxx Xxxxx__________
Title:
____Secretary_____________ Title:
___Principal, Operations__