Exhibit (d22)
AMENDED AND RESTATED SCHEDULE I
TO THE
MONEY MANAGER AGREEMENT, DATED DECEMBER 21, 1998,
BETWEEN ▇▇▇▇▇▇▇+▇▇▇▇▇▇▇+▇▇▇▇▇, ▇▇
(FORMERLY ▇▇▇▇▇▇▇+PARTNERS)
AND
TIFF INVESTMENT PROGRAM, INC.,
FOR ITS TIFF MULTI-ASSET FUND ("MAF") AND TIFF US EQUITY FUND ("USEF")
PERFORMANCE FEE CALCULATION
DATED APRIL 1, 2008
COMPENSATION
As compensation for the services performed and the facilities and personnel
provided by the Manager pursuant to this Agreement, each of MAF and USEF will
pay to the Manager a fee according to the following formula, which formula will
vary depending on the combined value of the MAF Managed Assets and the USEF
Managed Assets:
The following formula will apply when the combined average daily net asset
value of the MAF and USEF Managed Assets is less than $100 million during the
final month in the performance measurement period(1):
FEE = 15 + [0.25 X (EXCESS RETURN - 90)]; SUBJECT TO FLOOR OF 10 BP;
CAP OF 80 BP, computed in accordance with the following provisions.
The following formula will apply when the combined average daily net asset
value of the MAF and USEF Managed Assets is equal to or exceeds $100 million
during the final month in the performance measurement period(1):
FEE = 10 + [0.16 X (EXCESS RETURN - 75)]; SUBJECT TO FLOOR OF 10 BP;
CAP OF 50 BP, computed in accordance with the following provisions.
The applicable formula shall be applied separately with respect to MAF and USEF
and each of MAF and USEF shall be responsible only for the payment of the fee
with respect to its own Managed Assets.
CERTAIN DEFINED TERMS
"Beginning Date" shall mean the date that the Manager begins (or
resumes after a hiatus) to render services under this Agreement.
"Excess Return" shall mean the return of the Money Manager that
exceeds the return of the benchmark.
"Managed Assets" is hereby defined as that portion of MAF's assets or
USEF's assets, as applicable, allocated to Manager.
"Minimum Fee" shall mean, with respect to any full calendar month, the
result obtained by multiplying the average daily value of the net assets (gross
of expenses) of Managed Assets during such month by 1/12th of the "floor rate"
set forth in this Agreement.
"Performance Adjusted Fee" shall mean the result obtained by
multiplying the average daily value of the net assets of the MAF Managed Assets
or the USEF Managed Assets, as applicable, during the performance measurement
period (trailing 12 months performance) by 1/12th of the Performance Fee Rate
determined in accordance with the formula above.
"Performance Fee Rate" for MAF or USEF shall mean the rate of fee
produced by application of the applicable formula set forth above. Under such
formula, the rate of fee varies directly with the time-weighted rate of return
achieved for MAF or USEF, as applicable, by the Manager over the applicable
performance measurement period, but is never greater than the "cap" rate nor
less than the "floor" rate specified in the formula. The rate of fee varies
above and below the "fulcrum" fee rate, i.e., the rate that is midway between
the cap rate and the floor rate, depending on the amount by which the Manager's
return exceeds, or is less than, the return of the "benchmark" specified in the
formula. (The rate of return at which the Performance Fee Rate will equal the
fulcrum fee rate is equal to the benchmark return plus the "hurdle" rate
incorporated in the formula.) The rate at which the Performance Fee Rate
changes in response to a specified increment of change in the Manager's
performance relative to the performance of the benchmark is constant. The
Performance Fee Rate will change as the Manager's performance varies from the
performance of the benchmark in increments of one basis point.
FEE FOR SERVICES
(a) Fee. For services rendered by the Manager hereunder during
consecutive full calendar months subsequent, the Manager shall be entitled to a
fee equal to the Performance Adjusted Fee, payable by the Client on or about
the tenth day of the month following the month in which such fees are earned.
(b) Early Termination. If the Manager ceases to render services
hereunder at any time during, and before the end of, any such subsequent month,
the Manager shall be entitled to a fee for services rendered hereunder during
such month equal to 150% of the Minimum Fee (prorated based on the number of
days during such calendar month that the Manager provided services hereunder)
payable by MAF or USEF, as applicable, on or about the tenth day of the month
following the month in which the Manager ceased to render services hereunder.
[signatures appear on following page]
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(1) The performance measurement period is the trailing 12-month period.
AGREED AND ACCEPTED: AGREED AND ACCEPTED:
TIFF INVESTMENT PROGRAM, INC. FOR ▇▇▇▇▇▇▇+▇▇▇▇▇▇▇+▇▇▇▇▇, ▇▇
EACH OF TIFF MULTI-ASSET FUND AND
TIFF US EQUITY FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
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Title: Secretary Title: Principal -- Operations
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