Money Manager Agreement
This Money Manager Agreement (the Agreement) is
between TIFF Investment Program (TIP), a Delaware statutory
trust, on behalf of its series, TIFF Multi-Asset Fund (the Fund), and
Fundsmith LLP (the Manager), an investment adviser registered
under the Investment Advisers Act of 1940, as amended (the
Advisers Act) and is effective as of September 30, 2015 (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 a discrete portion of the assets of the
Fund, as described herein. 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
trustees 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), hold, and
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, or
to otherwise comply with applicable law.
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 (the Code), 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-1A as filed with the
Securities and Exchange Commission
relating to the Fund and the shares of
beneficial interest in the Fund, as such
Registration Statement may be amended
from time to time (the Registration
Statement);
(iii) the Managers Investment Guidelines, 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 trustees 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. It is
understood and agreed that, except as provided in Section 3(a)
above, the Manager shall not be responsible under this
Agreement for monitoring the Funds overall compliance with any
provision of the 1940 Act, the Code, or any other federal or state
law or regulation. 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 or
regulation 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 in good faith and in the best 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. The
Fund acknowledges and agrees that the Manager, in the
performance of its obligations and duties under this Agreement, is
entitled to rely in good faith upon the accuracy of the information
furnished by, or on behalf of, the Fund, without further
investigation.
(d) Valuation. The Manager shall not be responsible for
calculating the Net Asset Value of the Funds portfolio or making final
decisions on the value of portfolio securities used to calculate such net
asset value, but must review regularly the pricing of the Managed
Assets as made available by or on behalf of the Fund. The Manager
agrees to notify the Fund promptly if the Manager reasonably believes
that the value of any portfolio security comprising the Managed Assets
may not reflect fair value. The Manager agrees to provide upon request
any pricing information of which the Manager is aware to the Fund, to
TAS, or to the Funds administrator to assist in the determination of the
fair value of any portfolio security for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or the Funds valuation procedures for the purpose of calculating the
Funds Net Asset value in accordance with procedures and methods
established by the board of trustees of TIP.
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 trustees of TIP and to TAS such periodic and special
reports as the board or TAS may reasonably request. TIP and TAS
agree to provide to the Manager, upon reasonable request, such
information and documents as may be necessary and appropriate
for the Manager to perform its services hereunder.
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. Schedule I attached hereto sets
out the fees to be paid by the Fund to the Manager by the tenth
business day of the month following the month to which the fee
relates. 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
Funds Registration Statement.
(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 Fund shall
pay directly, or, if the Manager makes payment, reimburse the
Manager for, (i) custodial fees and expenses 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) interest and 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 and that the
Manager may be restricted from trading the securities of issuers
about which it is in possession of material nonpublic information.
8. Delegation of Services to Affiliates
The Fund acknowledges and agrees that the Manager may,
in its discretion, utilize personnel employed by its affiliates to
perform services pursuant to this Agreement by way of a
participating non-US affiliate agreement in accordance with, and
to the extent permitted by, the 1940 Act and the Advisers Act,
including the published interpretations thereof by the U.S.
Securities and Exchange Commission (SEC) or its staff. Should
such participating non-US affiliate agreement cease to meet the
requirements of the 1940 Act or the Advisers Act, including
published interpretations thereof by the SEC or its staff, the
Managers authority to utilize personnel of its affiliates in the
performance of its duties hereunder shall terminate immediately
and the Manager shall promptly inform TIP and TAS. For the
avoidance of doubt, the Manager acknowledges and agrees that it
assumes full responsibility for all actions, and any failure to act, by
each person utilized to perform services under this Agreement.
9. Liability
The Manager shall not be liable to the Fund, TIP, TAS or to
any shareholder for any error of judgment, but the Manager shall
be liable to the Fund for any loss resulting from the Managers
willful misfeasance, bad faith, or gross negligence in providing
services under this Agreement or from reckless disregard by the
Manager of its obligations and duties under this Agreement. The
Manager shall not be held liable for any acts or omissions of the
Funds custodian or administrator or any other third party, unless
such liability resulted from acts or omissions of the Manager or
information from the Manager. Nothing in this Agreement shall
constitute a waiver or limitation of any rights that the Fund, TIP,
TAS, or any shareholder may have under applicable state or
federal laws.
10. 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 is in material
compliance 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 and perform fully the terms
of 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 material
compliance with all applicable laws and regulations, both federal
and state.
(f) The Manager represents that it shall notify TIP of
any additions to or withdrawals from the Manager within a
reasonable time after such additions or withdrawals but no less
frequently than annually.
11. 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 trustees 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 on 60
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).
12. 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. Any such amendment must
be in writing and signed by each party.
13. Notices
Notices or other communications required to be given
pursuant to this Agreement shall be deemed duly given when
delivered electronically, in writing, or sent by fax or three business
days after mailing registered mail postage prepaid as follows:
Fund: TIFF Investment Program
c/o TIFF Advisory Services, Inc.
Attn: General Counsel
000 X. Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: 000-000-0000
Email: xxxxx@xxxx.xxx with a copy to
xxxxxxxx@xxxx.xxx
Manager: Fundsmith LLP
00 Xxxxxxxxx Xxxxxx
Xxxxxx, X0X 0XX
Each party may change its address by giving notice as herein
required.
14. 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.
15. 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.
16. Applicable Law
This Agreement shall be governed by, and the rights of the
parties arising hereunder construed in accordance with, the laws
of the State of Delaware 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.
17. 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 or for any
other series of TIP concerning transactions in securities or other
assets of the Fund or such other series of TIP. 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.
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.
TIFF Investment Program
Fundsmith LLP
on behalf of the Fund
/s/ Xxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxx
Signature
Signature
Xxxxx Xxxxxxxxx, Vice President
Xxxxx Xxxxxx, Partner
Print Name/Title
Print Name/Title
Schedule I
to the Money Manager Agreement (the Agreement)
dated as of September 30, 2015
Between,
Fundsmith LLP (the Manager) and
TIFF Investment Program for its TIFF Multi-Asset Fund
(the Fund)
Fee Calculation
As compensation for the services performed and the facilities and
personnel provided by the Manager for TIFF Multi-Asset Fund
pursuant to this Agreement, the Fund will pay the Manager an
asset based fee calculated and paid monthly according to the
following formula:
0.90% per annum on all Managed Assets
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 shall
have the meanings ascribed to them in the Agreement.
Fundsmith Money Manager Agreement
Page 11
Execution copy
