AMENDMENT
to
MONEY MANAGER AGREEMENT
and SCHEDULE I
THIS AMENDMENT is entered into as of September 16, 2015,
between Xxxxxxx Partners LLP (the Manager) and TIFF
Investment Program (TIP) 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 April 30, 2015 (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 I to the
Agreement to update the fee schedule; and
WHEREAS, the Manager represents that there will be no change
in (a) the nature, quality or extent of services to be provided by
the Manager; (b) the investment advisory or other services
provided to the Fund; or (c) the personnel providing such
services as a result of this amendment.
NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:
1. Amendment.
(a) Section 9(h) is hereby added to the Agreement
as set forth herein:
TIP represents that all of the Funds
current shareholders are qualified
clients, in accordance with Rule 205-3
under the Investment Advisers Act of
1940, as amended (the Advisers Act),
and all of the Funds shareholders will
be qualified clients for so long as the
Manager performs services under the
Agreement pursuant to a fee schedule
not meeting the requirements of
Section 205(b) of the Advisers Act.
(b) 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 August
1, 2015.
(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
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
On behalf of
Xxxxxxx Partners LLP
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Partner
Schedule I
to the
Money Manager Agreement
Dated as of August 1, 2015
Between
Xxxxxxx Partners LLP (the Manager)
and
TIFF Investment Program, for its TIFF Multi-Asset Fund
(the Fund)
With effect from August 1, 2015 (the Amendment Date), 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 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 Fee), each as described below.
The Investment Management Fee payable in respect of the period
prior to the Amendment Date shall be determined in accordance
with Schedule I to the Agreement in force prior to the
Amendment Date.
Where a Performance Fee is calculated in respect of a Calculation
Period which starts before the Amendment Date, the portion of
that Performance Fee attributable to the period prior to the
Amendment Date shall be calculated on a pro rata basis using the
formulae and conditions set out in Schedule I of the Agreement in
force prior to the Amendment Date.
All capitalized terms used but not defined in this Schedule I shall
have the meanings ascribed to them in the Agreement unless
otherwise defined herein.
1 Definitions related to Fee Calculations
Average Net Assets: The net asset value of the Managed Assets
shall initially be equal to the value of such assets placed with the
Manager as of the close of the Funds business on the Effective
Date, computed as described in the Funds Registration Statement,
and shall thereafter be adjusted to reflect the daily change in the
value of the Managed Assets and cash flows, if any, including
withdrawals from or additions to the Managed Assets by the Fund
and payment of the following expenses due in respect of the
preceding months or Calculation Periods (as the case may be):
the Investment Management Fee, the Performance Fee, and
custodian transaction charges. Average Net Assets of the
Managed Assets means the average of the daily net asset values
of the Managed Assets for the applicable period. Where there are
multiple Holdings, the Average Net Assets of a Holding shall be
determined by multiplying the Average Net Assets of the
Managed Assets by the applicable Holding Ratio.
Calculation Date: The date which is (i) the last day of the calendar
month in which the anniversary of the Effective Date for the
relevant Holding occurs and (ii) if earlier, the date on which the
Fund withdraws all or part of a Holding (exclusive of withdrawals
made to pay custodian transaction charges and the fees payable
hereunder).
Calculation Period: In relation to a Calculation Date during the
Transitional Period, the Calculation Period is the period starting
on the Effective Date of the Holding and ending on that
Calculation Date. In relation to a Calculation Date during the Post-
Transitional Period for the Holding, (i) the period of 60 months
ending on the Calculation Date of the Holding or (ii) in relation to
a Calculation Date arising on a withdrawal of a Holding, the period
that starts on the day on which the next regularly occurring
Calculation Period would have started (i.e. assuming no
withdrawal) and ends on the date of the withdrawal, resulting in a
Calculation Period of up to but not more than 60 months.
Effective Date: The Effective Date is (i) in relation to the first
Holding, the day on which the Managed Assets are first placed
with the Manager except that for purposes of the Performance
Fee, the Effective Date shall be May 7, 2015, and (ii) in relation to
each other Holding, the date on which the relevant addition is
made to the Managed Assets or such later date as TIP and the
Manager may agree.
Excess Return: Excess Return is the arithmetic difference between:
(i) the annualized performance of a Holding during the
applicable Calculation Period, calculated geometrically,
and
(ii) the annualized performance of the Performance
Benchmark during the same Calculation Period,
expressed as a percent to the nearest two decimal
places and calculated geometrically.
Fee Rate:
0.275% per annum on all Managed Assets
Holding: The first tranche of Managed Assets placed with the
Manager by the Fund and each subsequent addition to the
Managed Assets shall be a separate Holding, unless TIP and the
Manager agree otherwise, in which case such additional assets
will be added to the latest Holding. Each Holding will have its own
Effective Date and separate Performance Fees will be calculated
in respect of each Holding.
Holding Ratio: In relation to each Holding, the Holding Ratio is the
value of the Holding divided by the value of the Managed Assets
as at the date when an addition or withdrawal is made or when a
Performance Fee is paid. Where the Manager and TIP agree to
treat an addition as part of the latest Holding, each Holding Ratio
shall be recalculated accordingly (e.g. the value of the latest
Holding plus the addition divided by the value of the Managed
Assets as at the date when the addition is made).
Performance Benchmark means the benchmark comprising 50%
of the return of the Xxxxxx Xxxxxxx Capital International (MSCI)
All Countries World Index, Net Dividends Reinvested as published
by MSCI (Bloomberg Ticker: M1WD or its successor) plus 50% of
the return of Xxxxxx Xxxxxxx Capital International (MSCI) All
Countries World Index, Gross Dividends Reinvested as published
by MSCI (Bloomberg Ticker: M2WD or its successor).
Post-Transitional Period: The Post-Transitional Period for a
Holding shall commence on the first day of the month that
immediately follows the last day of the Transitional Period.
Transitional Period: The Transitional Period for a Holding shall
commence on the Effective Date of such Holding and shall end on
the last day of the calendar month in which a full 60 months of
performance for such Holding has been achieved.
2 Calculation of the Investment Management Fee
The Fund will pay the Manager an asset-based fee calculated
monthly as of the last day of the calendar month by applying the
Fee Rate to the Average Net Assets of each Holding for the month
to which the fee relates and summing the results.
The Investment Management Fee will be paid within 30 days of the end
of the month to which the fee relates and will be pro-rated for any
period that is less than a full calendar month.
3 Calculation and Payment of Performance Fee
For each Calculation Period and upon a withdrawal of all or part of
a Holding, the Performance Fee shall be the higher of zero and the
amount determined using the applicable formula set forth below.
The Performance Fee shall be payable annually in arrears at the
end of the month following the month in which the relevant
Calculation Date occurs. The Performance Fee shall be paid from
the Holding to which the fee relates, except for (i) those fees
payable upon a complete withdrawal of a Holding or if the value
of the Holding is less than the Performance Fee payable, in which
case the fee shall be applied to the remaining Holding(s) on a first-
in-first-out basis and (ii) those fees payable subsequent to a
complete withdrawal of the Managed Assets.
3.1 Performance Fee-Transitional Period:
During the Transitional Period for a Holding, the Performance Fee
for such Holding shall be calculated using the following formula:
Period 1 (commences on the Effective Date of such Holding and
ends on the last day of the calendar month in which the first
anniversary of the Effective Date occurs): (2/5 x n/365 x (Period 1
Excess Return x 18% x Period 1 Average Net Assets of the relevant
Holding)), where n is equal to the number of days in the
Calculation Period.
Period 2 (commences on the Effective Date of such Holding and
ends on the last day of the calendar month in which the second
anniversary of the Effective Date occurs): (2/5 x n/365 x (Period 2
Excess Return x 18% x Period 2 Average Net Assets of the relevant
Holding)) - Performance Fees paid to-date on that Holding, where
n is equal to the number of days in the Calculation Period.
Period 3 (commences on the Effective Date of such Holding and
ends on the last day of the calendar month in which the third
anniversary of the Effective Date occurs): (3/5 x n/365 x (Period 3
Excess Return x 18% x Period 3 Average Net Assets of the relevant
Holding)) - Performance Fees paid to-date on that Holding, where
n is equal to the number of days in the Calculation Period.
Period 4 (commences on the Effective Date of such Holding and
ends on the last day of the calendar month in which the fourth
anniversary of the Effective Date occurs): (4/5 x n/365 x (Period 4
Excess Return x 18% x Period 4 Average Net Assets of the relevant
Holding)) - Performance Fees paid to-date on that Holding, where
n is equal to the number of days in the Calculation Period.
Period 5 (commences on the Effective Date of such Holding and
ends on the last day of the calendar month in which the fifth
anniversary of the Effective Date occurs): n/365 x (Period 5
Excess Return x 18% x Period 5 Average Net Assets of the relevant
Holding) - Performance Fees paid to-date on that Holding, where
n is equal to the number of days in the Calculation Period.
3.2 Performance Fee-Post-Transitional Period:
For each Calculation Period following the Transitional Period, the
Performance Fee of a Holding shall be calculated using the
following formula: Excess Return for the relevant Calculation
Period (the 60 month period just ended) x 18% x Average Net
Assets of the relevant Holding for the Calculation Period.
3.3 Performance Fee-On Complete and Partial Withdrawal of
a Holding
A Performance Fee will also be calculated on a withdrawal of all or
part of a Holding and shall become payable at the end of the
month following the month in which such withdrawal occurred.
Where the Fund has multiple Holdings, a partial withdrawal of
Managed Assets shall be applied to the Holdings on a first-in-first-
out basis.
3.3.1 Complete or Partial Withdrawal during the Transition
Period
A Performance Fee will be calculated for each Holding which is
withdrawn during the Transition Period using the following
formula:
n/365 x (Excess Return for the relevant Calculation Period x 18% x
Average Net Assets of the Holding for the relevant Calculation
Period) - Performance Fees paid to-date on that Holding, where n
is equal to the number of days in the Calculation Period.
Where a withdrawal is allocated to only part of a Holding (on the
first-in-first-out basis), the Performance Fee for that Holding shall
be pro-rated according to the proportion of the Holding
withdrawn.
3.3.2 Complete or Partial Withdrawal following the Transition
Period
A Performance Fee will be calculated for each Holding which is
withdrawn following the Transition Period using the following
formula: n/365 x (Excess Return for the relevant Calculation
Period x 18% x Average Net Assets of the Holding for the relevant
Calculation Period) - any Performance Fees paid during the
Calculation Period on that Holding, where n is equal to the
number of days in the Calculation Period.
Where a withdrawal is allocated to only part of a Holding (on the
first-in-first-out basis), the Performance Fee for that Holding shall
be pro-rated according to the proportion of the Holding
withdrawn.
Xxxxxxx Amendment
Page 10
Execution copy
