Money Manager Agreement
This Agreement is between the TIFF Investment Program, Inc. ("TIP"), a
Maryland Corporation, for the account of its TIFF International Equity Fund and
such other of its Funds as may from time to time allot assets for management
under this agreement (hereafter "Client"), Mercury Asset Management
International Ltd. (hereafter "Manager") and is effective as of May 12, 1998
(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. Manager Profile
A manager profile ("Manager Profile") pertaining to Manager is included
in 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 N-1A 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 to herein as the "Registration Statement."
3. 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.
(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.
4. 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 attached hereto
as Schedule 2 and made a part hereof.
(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.
5. 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 5(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.
6. 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 7 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.
7. Management Fees; Expenses
(a) Management Fees. Schedule 1 attached hereto sets out the fees to be
paid by Client to Manager 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.
8. 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.
9. 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.
10. 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.
11. 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 for 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).
12. 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.
13. 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.
X.X. Xxx 0000
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Telecopy: 000-000-0000
Manager: Mercury Asset Management International Ltd.
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx
Telecopy: 000-000-0000
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 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 Mercury Asset Management
TIFF Investment Program, Inc. International Ltd.
Signature Signature
Name / Title Name / Title
Schedule I
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:
0.50% of average daily assets
