Exhibit (d23)
ADDENDUM TO THE MONEY MANAGER AGREEMENT,
DATED JUNE 2, 1997, BETWEEN
TIFF INVESTMENT PROGRAM, INC. ("TIP"),
ON BEHALF OF TIFF US EQUITY FUND ("USEF AGREEMENT"),
AND XXXXXXX CAPITAL MANAGEMENT LLC (THE "MANAGER")
This ADDENDUM to the Money Manager Agreement, dated as of April 1, 2008, is
entered into by and between TIP, with its principal place of business at 000
Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxxxxx, XX 00000, and the Manager,
with its principal place of business at One Buckhead Plaza, Suite 1555, 0000
Xxxxxxxxx Xxxx XX, Xxxxxxx, XX 00000, (each a "Party" and collectively, the
"Parties").
WHEREAS, the Manager manages certain assets of TIFF US Equity Fund pursuant to
the USEF Agreement; and
WHEREAS, TIP and the Manager have agreed that TIP will allocate to, and the
Manager will manage, certain assets of TIFF Multi-Asset Fund ("MAF"), a series
of TIP, pursuant to the same terms and conditions set forth in the USEF
Agreement as if MAF had originally been a party to the USEF Agreement.
NOW, THEREFORE, intending to be legally bound, the Parties hereto hereby agree
as follows:
1. The Manager will provide investment management services with
respect to the assets placed with the Manager on behalf of MAF from
time to time.
2. TIP, acting on behalf of MAF, hereby appoints the Manager to manage
the MAF Managed Assets for the period and on the terms set forth in
the USEF Agreement and in accordance with the investment guidelines
provided to the Manager by TIP on behalf of MAF. The Manager hereby
accepts this appointment and agrees to render the services
described in the USEF Agreement with respect to the MAF Managed
Assets in accordance with the requirements described in Section
3(a) of the USEF Agreement. All other terms and conditions set
forth in the USEF Agreement shall apply to the parties with respect
the management of the MAF Managed Assets, including but not limited
to the compensation payable to the Manager with respect to the MAF
Managed Assets.
3. To enable the Manager to exercise fully discretion granted
hereunder, TIP appoints the Manager as its attorney-in-fact to
invest, sell, and reinvest the MAF Managed Assets as fully as TIP
itself could do. The Manager hereby accepts this appointment.
4. The rights and obligations of MAF and USEF under the USEF Agreement
and this Addendum shall be several and not joint.
5. Notices or other communications required to be given to TIP by the
Manager pursuant to the USEF Agreement or this Addendum shall be
deemed duly given when delivered in accordance with the notice
provisions set forth in the USEF Agreement to:
TIFF Investment Program, Inc.
c/o TIFF Advisory Services, Inc.
Four Tower Bridge
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Fax: 000-000-0000
6. All capitalized terms used but not defined in this Addendum shall
have the meanings ascribed to them in the USEF Agreement.
IN WITNESS WHEREOF, TIP and the Money Manager have caused this Addendum to be
executed by their duly authorized officers as of the date first written above.
XXXXXXX CAPITAL MANAGEMENT LLC
By: /s/ Xxxx X. Xxxxxx
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Signature
Xxxx X. Xxxxxx
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Printed Name
TIFF INVESTMENT PROGRAM, INC., FOR ITS
MULTI-ASSET FUND
By: /s/ Xxxxx Xxxxxxx
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Signature
Xxxxx Xxxxxxx
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Printed Name
