Amended and Restated Schedule I Dated as of October 31, 2008 to the Amended and Restated Money Manager Agreement Dated as of July 1, 2007 between Marathon Asset Management, LLP and TIFF Investment Program, Inc. for its TIFF Multi- Asset Fund
Amended
and Restated Schedule I
Dated
as of October 31, 2008
to
the
Amended
and Restated Money Manager Agreement
Dated
as of July 1, 2007
between
Marathon
Asset Management, LLP and
TIFF
Investment Program, Inc. for its TIFF Multi-Asset Fund
Pursuant
to Section 11 of the Amended and Restated Money Manager Agreement between
Marathon Asset Management, LLP (“Marathon”), and TIFF Investment Program, Inc.
for its TIFF Multi-Asset Fund, dated as of July 1, 2007 (the “Agreement”), the
parties hereto, intending to be legally bound, hereby agree that, effective as
of October 31, 2008, or such later date as the parties may mutually agree,
Schedule I of the Agreement shall be amended and replaced in its entirety with
the Schedule I set forth below.
Capitalized
terms used but not defined herein shall have the meanings set forth in the
Agreement.
Schedule
I
Fee
Calculation
At or
about the date hereof, the Fund has placed additional assets with the Manager
and the Manager has agreed to provide investment management services with
respect to such additional assets, which assets, together with the Fund’s assets
managed by the Manager prior to the Effective Date (as defined below),
constitute the Managed Assets. Solely for purposes of calculating the
fees payable to the Manager pursuant to this Amended and Restated Schedule I,
the Managed Assets managed by the Manager prior to the Effective Date shall be
referred to herein as Sub-Account I Managed Assets and the Managed Assets placed
with the Manager on the Effective Date shall be referred to herein as
Sub-Account II Managed Assets. Any Managed Assets that the Fund
withdraws from the Manager after the Effective Date shall be withdrawn first
from the Sub-Account II Managed Assets and after a complete withdrawal of
Sub-Account II Managed Assets then from the Sub-Account I Managed
Assets.
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 with respect to the Sub-Account I Managed Assets and a fee with respect to
the Sub-Account II Managed Assets, as set forth below.
Fee Calculation with respect to
Sub-Account I Managed Assets: With respect to the Sub-Account
I Managed Assets, the Fund will pay to the Manager a fee applied to the average
daily net assets of the Sub-Account I Managed Assets as provided in section 6(a)
of the Agreement according to the following formula:
Fee = 40
basis points + [0.167 x (Excess Return – 140 basis points)] subject to a floor
of 15 basis points and a cap of 160 basis points.
Marathon
Amended and Restated Schedule I
Page
2
The Fund
shall provide to the Manager each month the results of the average daily net
assets calculation for the immediately preceding month and, unless promptly
deemed unreasonable by the Manager, such average daily net assets shall be used
for the purposes of calculating the fees with respect to Sub-Account I Managed
Assets. In the event that Marathon objects to the average daily net
assets calculation, the parties agree to work together to determine the correct
calculation.
Fee Calculation with respect to
Sub-Account II Managed Assets: With respect to the Sub-Account
II Managed Assets, 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. For purposes of
calculating the fees payable to the Manager with respect to the Sub-Account II
Managed Assets, the provisions of section 6(a) of the Agreement shall not
apply.
Definitions
related to Fee Calculations with respect to Sub-Account II Managed
Assets
Average Net Assets: The net
asset value of the Sub-Account II Managed Assets shall initially be equal to the
value of such assets placed with the Manager as of the close of the Fund’s
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
Sub-Account II Managed Assets by the Fund and payment of the following expenses:
the Investment Management Fee, the Performance Based Fee, custodian transaction
charges, such legal costs and expenses paid directly by the Fund or reimbursed
to the Manager (pursuant to section 6(b) of the Agreement 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 Sub-Account II Managed Assets or the defense of legal rights
with respect to securities in the Sub-Account II Managed
Assets). Average Net Assets means the average of the daily net asset
values of the Sub-Account II Managed Assets for the applicable
period. The Fund shall provide to the Manager each month the
results of the Average Net Assets calculation for the immediately preceding
month and, unless promptly deemed unreasonable by the Manager, such Average Net
Assets shall be used for the purposes of calculating the fees with respect to
Sub-Account II Managed Assets. In the event that Marathon objects to
the Average Net Assets calculation, the parties agree to work together to
determine the correct calculation.
Effective
Date: The Effective Date is the date on which the Fund has
placed additional assets referred to as Sub-Account II Managed Assets with the
Manager.
Excess Return: Excess Return
is the arithmetic difference between the annualized performance of the
Sub-Account II Managed Assets during the applicable period, calculated
geometrically, and the annualized performance of the Xxxxxx Xxxxxxx Capital
International All Country World Index (net) during the same period, calculated
geometrically.
Final Performance
Period: With respect to any withdrawal of Sub-Account II
Managed 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 Sub-Account II Managed Assets from the
Manager. With respect to any withdrawal of Sub-Account II Managed
Assets by the Fund during the Post-Transitional Period, the Final Performance
Period shall be the period that is 60 full calendar months prior to the date of
the complete withdrawal of the Sub-Account II Managed Assets from the Manager
plus the partial month through such withdrawal date.
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.
Marathon
Amended and Restated Schedule I
Page
3
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 60 months of performance has been achieved. In the event that
the Effective Date is other than the at the Fund’s close of business on the last
day of a calendar month, the performance for such partial month shall be
included with the performance for the next succeeding 12, 24, 36, 48, or 60
calendar months, as the case may be, and the performance for such periods shall
be annualized.
Investment Management Fee with
respect to Sub-Account II Managed Assets: 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 Net Assets
of the Sub-Account II Managed Assets for the month to which the fee
relates. The Investment Management Fee will be paid by the tenth
business day of the following month and 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 Sub-Account II Managed
Assets: For each period and upon a complete withdrawal of the
Sub-Account II Managed Assets, 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 Sub-Account II Managed Assets, in
the month that follows such withdrawal.
Performance
Based Fee with respect to Sub-Account II Managed Assets—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.
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) – 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) – Performance Based Fee paid
to-date.
Period 4
(commences on the Effective Date and ends on the last day of the 48th full
calendar month after the Effective Date): (4 x Period 4 Excess Return
x 20% x Period 4 Average Net Assets) – Performance Based Fee paid
to-date.
Period 5
(commences on the Effective Date and ends on the last day of the 60th full
calendar month after the Effective Date): (5 x Period 5 Excess Return
x 20% x Period 5 Average Net Assets) – Performance Based Fee paid
to-date.
Performance
Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional
Period:
For each
period: Excess Return for the 60 month period just ended x 20% x Average Net
Assets for the 60 month period just ended.
Marathon
Amended and Restated Schedule I
Page
4
Performance
Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal
of Sub-Account II Managed Assets
Final
Performance Based Fee: (Excess Return for the Final Performance
Period x 20% x Average Net Assets for the Final Performance Period) x (the
number of days since the end of the 60 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 Sub-Account II
Managed 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 for the Final Performance Period) x (the number of days since the
Effective Date through the withdrawal / 365).
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Agreed
and Accepted:
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Agreed
and Accepted:
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TIFF
Investment Program, Inc.
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Marathon
Asset Management, LLP
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for
its TIFF Multi-Asset
Fund
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By: /s/ Xxxx X. Xxxxxx
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By: /s/ Xxxx Xxxxxx
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Name: Xxxx X.
Xxxxxx
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Name: Xxxx
Xxxxxx
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Title:
Secretary
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Title:
Member
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