AMENDED AND RESTATED
SCHEDULE I to the
MONEY MANAGER AGREEMENT
THIS AMENDMENT is entered into as of March 7, 2013,
between Mission Value Partners, L.L.C. (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 June 1, 2010
(the Agreement) pursuant to which the Manager serves as
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 to update the fee schedule.
NOW, THEREFORE, intending to be legally bound, the
parties hereto agree as follows:
1. Amendment.
Schedule I to the Agreement is hereby deleted in its
entirety and replaced with the Amended and
Restated Schedule I attached hereto.
2. Miscellaneous.
(a) This Amendment shall be effective as of
March 7, 2013.
(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 the On behalf of
TIFF INVESTMENT PROGRAM, INC. Mission Value Partners, L.L.C.
By: Xxxxx X. Xxxxxxxxx By: Xxxxxx XxXxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxxx XxXxxxxxx
Title: Vice President Title: President
Amended and Restated
Schedule I
Dated as of March 7, 2013
to the
Money Manager Agreement (the Agreement)
Dated as of June 1, 2010
Between
Mission Value Partners, L.L.C. (the Manager) and
TIFF Investment Program, Inc. for its TIFF Multi-Asset
Fund (the Fund)
As compensation for the services performed and the facilities and
personnel provided by the Manager pursuant to the Agreement, the
Fund will pay the Manager a fee as set forth below.
The Fund will pay 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.
Capitalized terms used throughout this schedule shall have the
meanings given to them in the Agreement or as otherwise defined
herein.
Definitions Related to Fee Calculations
Average Net Assets: Average Net Assets means the average of the
daily net asset values (gross of expenses except custodian
transaction charges) of the Managed Assets for the applicable
period.
Base Fee Rate: The Base Fee Rate is a blended rate calculated by
applying:
1.00% on the first $100,000,000 of TIFF Assets;
0.75% on the next $100,000,000 of TIFF Assets;
0.50% on the next $100,000,000 of TIFF Assets;
0.25% on all TIFF Assets in excess of $300,000,000;
summing the result of each
calculation and dividing by TIFF
Assets to determine an effective
fee rate, which shall be the Base
Fee Rate.
Excess Return: Excess Return is the arithmetic difference between
the annualized performance of the Managed Assets during the
applicable period, calculated geometrically, and the annualized
performance of the Hurdle during the same period, calculated
geometrically.
Final Performance Period: With respect to a complete withdrawal
of Managed Assets by the Fund during the Transitional Period, the
Final Performance Period shall be the period commencing on the
Start Date through the date of the complete withdrawal of the
Managed Assets from the Manager. With respect to a complete
withdrawal of Managed 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 Assets from the Manager
plus the partial month through such withdrawal date.
Hurdle: The Hurdle for any period is the average monthly change
in CPI Urban Consumers Index (as reported by the U.S Bureau of
Labor Statistics in the month in which the Performance Based Fee
for such period is calculated and paid) in the 36 months ending in
the month containing the end date of the period, multiplied by 12,
with the result of the calculation rounded to the nearest tenth of a
percent, plus the Spread. The Fund and the Manager may
determine this method for calculating the Hurdle has become
unsatisfactory, in which case it may be amended in accordance
with section 11 of the Agreement.
Mission Value Assets: Mission Value Assets for any period means
the average of the total assets under management of the Manager
and any of its affiliates at the end of each of the last twelve months
of the period.
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.
Spread: If Mission Value Assets are...
Less than or equal to $500,000,000, the Spread is 2.00%;
Greater than $500,000,000 up to $750,000,000, the Spread is 3.00%;
Greater than $750,000,000, the Spread is 4.00%.
Start Date: The Start Date is the first day of the first full calendar
month after the month in which the Managed Assets are placed
with the Manager. This definition shall apply differently to
Managed Assets placed with the Manager on different dates.
TIFF Assets: TIFF Assets for any period means the daily average
over the period of the total assets of funds advised by TIFF
Advisory Services, Inc., or its affiliates managed by the Manager
or its affiliates, whether through a separate account or an interest in
a pooled investment fund offered by the Manager. For assets
placed with the Manager by a TIFF vehicle that calculates its net
asset value on a daily basis, the average of the daily net asset
values of such Managed Assets for the applicable period will be
used for these purposes, and for assets placed by a TIFF vehicle or
other account that does not calculate its net asset values on a daily
basis, the average will be approximated using the value of such
Managed Assets at the opening of the applicable period, adjusted
by any contributions or withdrawals during the period.
Transitional Period: The Transitional Period shall commence on
the Start 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 with respect to Managed Assets.
The Fund will pay the Manager a monthly asset based fee equal to
the Base Fee Rate divided by 12 multiplied by the Average Net
Assets of the Managed Assets for the month to which the fee
relates. The Investment Management Fee will be pro-rated for any
period that is less than a full calendar month.
Calculation and Payment of Performance Based Fee with
respect to Managed Assets. For each period and upon a complete
withdrawal of the Managed Assets, the Performance Based Fee
shall be the higher of (i) zero and (ii) 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 Assets, in the
month that follows such withdrawal.
Performance Based Fee with respect to Managed Assets-
Transitional Period:
Period 1 (commences on the Start Date and ends on the last day of
the 12th full calendar month after the Start Date): (the lesser of (i)
Period 1 Excess Return x 10% or (ii) 1.00%) x Period 1 Average
Net Assets.
Period 2 (commences on the Start Date and ends on the last day of
the 24th full calendar month after the Start Date): (2 x (the lesser
of (i) Period 2 Excess Return x 10% or (ii) 1.00%) x Period 2
Average Net Assets) - Performance Based Fee paid to-date.
Period 3 (commences on the Start Date and ends on the last day of
the 36th full calendar month after the Start Date): (3 x (the lesser
of (i) Period 3 Excess Return x 10% or (ii) 1.00%) x Period 3
Average Net Assets) - Performance Based Fee paid to-date.
Performance Based Fee with respect to Managed Assets-Post-
Transitional Period:
For each period: (the lesser of (i) the Excess Return for the 36
month period just ended x 10% or (ii) 1.00%) x Average Net
Assets for the 36 month period just ended.
Performance Based Fee with respect to Managed Assets-At
Complete Withdrawal of Managed Assets:
Final Performance Based Fee: ((the lesser of (i) the Excess Return
for the Final Performance Period x 10% or (ii) 1.00%) x Average
Net Assets for the Final Performance Period) x (the number of
days since the end of the 36 month period to which last annual
calculation of the Performance Based Fee related through the
withdrawal date / 365); provided, however, that for any complete
withdrawal of Managed Assets during the Transitional Period, the
Final Performance Based Fee shall be: ((the lesser of (i) the Excess
Return for the Final Performance Period x 10% or (ii) 1.00%) x
Average Net Assets for the Final Performance Period) x (the
number of days since the Start Date through the withdrawal / 365)
- Performance Based Fee paid to-date.
Agreed and Accepted: Agreed and Accepted:
TIFF Investment Program, Inc. Mission Value Partners, L.L.C.
for its TIFF Multi-Asset Fund
By: Xxxxx X. Xxxxxxxxx By: Xxxxxx XxXxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxxx XxXxxxxxx
Title: Vice President Title: President
