AMENDMENT
THIS AMENDMENT is entered into as of April 1, 2014,
between Marathon Asset Management LLP (the Manager) and
TIFF Investment Program, Inc. for its TIFF Multi-Asset Fund
(the Fund).
RECITALS
WHEREAS, the Manager and the Fund are parties to that certain
Money Manager Agreement dated as of October 1, 2013 (the
Agreement) pursuant to which the Manager serves as an
investment adviser to the Fund; and
WHEREAS, pursuant to Section 11 of the Agreement, the
parties hereto desire to amend and restate Schedule 1 to the
Agreement and related provisions of the Agreement to update
the fee schedule.
NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:
1. Management Fees; Expenses. Section 6(a) of the
Agreement is hereby deleted in its entirety and replaced
with the following:
(a) Management Fees. Schedule I-A and Schedule I-
B attached hereto set out the fees to be paid by
the Fund to the Manager for the respective
Managed Accounts each month on or before the
last business day of the month immediately
following the end of the period 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; such legal
costs and expenses paid directly by the Fund or
reimbursed to the Manager (pursuant to Section
6(b) hereto as (i) other costs of securities
transactions to which the Fund is a party and (ii)
non-recurring special out-of-pocket costs and
expenses as may be authorized in advance by the
Fund) and incurred in association with the
acquisition or disposition of securities for the
Managed Assets or the defense of legal rights
with respect to securities in the Managed Assets;
and, with respect to Schedule I-A only, the
Investment Management Fee) of the Managed
Assets, computed as described in the Funds
Registration Statement.
2. Notices. The address for providing notices to TIP
pursuant to Section 12 of the Agreement is hereby
amended as follows:
TIFF Investment Program, Inc.
c/o TIFF Advisory Services, Inc.
000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
3. Schedule I-A to the Agreement is hereby deleted in its
entirety and replaced with the Amended and Restated
Schedule I-A attached hereto.
4. Miscellaneous.
(a) This Amendment shall be effective as of April 1,
2014.
(b) Except as amended hereby, the Agreement shall
remain in full force and effect.
(c) All capitalized terms used herein and not
otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
(d) This Amendment may be executed in two or
more counterparts, each of which shall be
deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party hereto has
caused this Amendment to be executed by its duly authorized
officer, as the case may be, as of the date and year first above
written.
On behalf of Fund by
TIFF INVESTMENT PROGRAM, INC.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
On behalf of
Marathon Asset Management LLP
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Member
Amended and Restated Schedule I-A
Effective as of April 1, 2014
to the
Amended and Restated
Money Manager Agreement (the Agreement)
Dated as of October 1, 2013
between
Marathon Asset Management LLP (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 EM account. The
Managed Account to which this fee schedule shall apply
has a benchmark of MSCI Emerging Markets (EM) Index.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.
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
applied to the average daily net assets of the Managed
Account for which compensation is calculated under this
Schedule I-A as provided in section 6(a) of this Agreement,
as set forth below.
The Fund will pay to 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.
Certain Defined Terms
Effective Date: The Effective Date is April 1, 2014.
Excess Return: Excess Return is the arithmetic difference
between the annualized performance of the Managed
Account assets for which compensation is calculated under
this Schedule I-A during the applicable period, calculated
geometrically, and the annualized performance of the
Xxxxxx Xxxxxxx Capital International Emerging Markets
Index (net) during the same period, calculated
geometrically.
Final Performance Period: With respect to any withdrawal
of Managed Account assets by the Fund during the
Transitional Period, the Final Performance Period shall be
the period commencing on the Effective Date through the
date of the complete withdrawal of the Managed Account
assets from the Manager. With respect to any withdrawal
of Managed Account assets by the Fund during the Post-
Transitional Period, the Final Performance Period shall be
the period that is 36 full calendar months prior to the date
of the complete withdrawal of the Managed Account assets
from the Manager plus the partial month through such
withdrawal date.
High Water Xxxx: High Water Xxxx is a memorandum
account, the opening balance of which shall equal the net
asset value of the Managed Account at account inception.
At the end of each Performance Based Fee calculation
period, the High Water Xxxx will equal the opening
balance compounded by the return of the MSCI Emerging
Markets Index (net) since the inception of the Managed
Account or since the last cash flow, if applicable. At the
time of a Fund cash flow, the High Water Xxxx shall be
determined and increased to reflect additional assets
contributed to the Managed Account or reduced pro-rata (in
proportion to the net asset value of the Managed Account
on the date of withdrawal) to reflect a partial withdrawal of
assets from the Managed Account (exclusive of
withdrawals made to pay the Investment Management Fee),
which High Water Xxxx shall thereafter become the new
opening balance.
Post-Transitional Period: The Post-Transitional Period
shall commence on the first day of the month that
immediately follows the last day of the Transitional Period.
Transitional Period: The Transitional Period shall
commence on the Effective Date and shall end on the last
day of the calendar month in which a full 36 months of
performance has been achieved.
Investment Management Fee: The Fund will pay the
Manager an asset based fee of 35 basis points (0.35%) per
annum, calculated monthly as of the last day of the
calendar month based on the average daily net assets of the
Managed Account for which compensation is calculated
under this Schedule 1-A for the month to which the fee
relates. The Investment Management Fee will be prorated
for any period that is less than a full calendar month. The
Investment Management Fee will be paid from the
Managed Account assets, except for those fees payable
subsequent to a complete withdrawal of the Managed
Account assets.
Calculation and Payment of Performance Based Fee:
For each period and upon a complete withdrawal of the
Managed Account assets, a Performance Based Fee will be
calculated only if the ending net asset value of the Managed
Account exceeds the High Water Xxxx. If the High Water
Xxxx is exceeded for a given period, the Performance
Based Fee shall be the higher of zero and the amount
determined using the applicable formula set forth below.
The Performance Based Fee shall be payable annually in
arrears commencing in the month that follows the last
calendar month in Period 1 (as defined below) and each
year thereafter in the same calendar month of the year or, in
the event of a complete withdrawal of Managed Account
assets, in the month that follows such withdrawal. The
Performance Based Fee shall not be paid from the Managed
Account assets.
Performance Based Fee-Transitional Period:
Period 1 (commences on the Effective Date and ends on the
last day of the 12th full calendar month after the Effective
Date): Period 1 Excess Return x 20% x Period 1 average
net assets of the Managed Account.
Period 2 (commences on the Effective Date and ends on the
last day of the 24th full calendar month after the Effective
Date): (2 x Period 2 Excess Return x 20% x Period 2
average net assets of the Managed Account) - Performance
Based Fee paid to-date.
Period 3 (commences on the Effective Date and ends on the
last day of the 36th full calendar month after the Effective
Date): (3 x Period 3 Excess Return x 20% x Period 3
average net assets of the Managed Account) - Performance
Based Fee paid to-date.
Performance Based Fee-Post-Transitional Period:
For each period: Excess Return for the 36 month period just
ended x 20% x average net assets of the Managed Account
for the 36 month period just ended.
Performance Based Fee-At Complete Withdrawal of
the Managed Account assets
Final Performance Based Fee: (Excess Return for the Final
Performance Period x 20% x average net assets of the
Managed Account for the Final Performance Period) x (the
number of days since the end of the last Performance Based
Fee calculation period through the withdrawal date / 365);
provided, however, that for any complete withdrawal of
Managed Account assets during the Transitional Period, the
Final Performance Based Fee shall be: (Excess Return for
the Final Performance Period x 20% x average net assets of
the Managed Account for the Final Performance Period) x
(the number of days since the Effective Date through the
withdrawal / 365) - Performance Based Fee paid to-date.
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