AMENDMENT
to
MONEY MANAGER AGREEMENT
and SCHEDULE I
THIS AMENDMENT is entered into as of June 1, 2016, between
Kopernik Global Investors, LLC (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 December 16, 2014
(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 6(a) is hereby amended by deleting in
the second line thereof the words by the tenth
business day of the month following the month
to which the fee relates.
(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 June 1,
2016.
(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.
TIFF Investment Program
Kopernik Global Investors, LLC
On behalf of the Fund by
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx
Xxxxxx
Title: Vice President Title: General
Counsel & CCO
Amended and Restated
Schedule I
Dated as of June 1, 2016
to the
Money Manager Agreement (the Agreement)
Dated as of December 16, 2014
between
Kopernik Global Investors, LLC (the Manager) and
TIFF Investment Program for its TIFF Multi-Asset Fund (the
Fund)
Fee Calculation
Compensation
As compensation for the services performed and the facilities
and personnel provided by the Manager for the Fund pursuant
to this Agreement, 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.
All capitalized terms used but not defined in this Schedule I shall
have the meanings ascribed to them in the Agreement.
Certain Defined Terms
Calculation Period: Calculation Period means the period that (a)
begins on the later of (i) January 1 of any year for which
compensation is to be paid pursuant to this Agreement, (ii) June
1, 2016 with respect to the Managed Assets as of that date, or
(iii) as to any subsequent Tranche (as defined below), the date
of the contribution pertaining to that Tranche; and (b) ends on
the earlier of (i) with respect to a Tranche (or portion thereof)
from which a complete (or partial) withdrawal is made, the date
of such withdrawal, or (ii) December 31 of such year, even if less
than 12 full months.
Tranches: The Managed Assets as of June 1, 2016, and each
additional contribution of assets that is subsequently placed
with the Manager, is a separate Tranche of Managed Assets, for
purposes of this Fee Schedule; provided, however, that at the
end of any Calculation Period for which a Performance Based
Fee has been paid with respect to two or more Tranches, those
two (or more) Tranches and the Opening Balances of their
respective Net Asset Value Memorandum Accounts shall be
combined into a single Tranche with a single Net Asset Value
Memorandum Account, the Opening Balance of which will
become the Opening Value of the Hurdle Memorandum
Account for the newly formed Tranche. For purposes of
calculating the Performance Based Fee, withdrawals from the
various Tranches will be deemed to occur on a first-in first-out
basis. For the avoidance of doubt, the payment of fees
hereunder out of the Managed Assets shall not be considered to
be a withdrawal.
Opening Balance: A memorandum account shall be established
for each Tranche (each a Net Asset Value Memorandum
Account), each with an opening balance (Opening Balance) to
be determined in accordance with this paragraph. The Opening
Balance for the first Calculation Period of the Tranche pertaining
to the Managed Assets as of June 1, 2016 shall be equal to the
net asset value of the Managed Assets as of the close of
business on May 31, 2016, computed as described in the Funds
registration statement. The Opening Balance for the first
Calculation Period of each subsequent Tranche shall be equal to
the amount of the contribution pertaining to such Tranche. For
each subsequent Calculation Period, the Opening Balance of the
Net Asset Value Memorandum Account for each Tranche shall
be equal to (a) the net asset value of the Managed Assets of
such Tranche as of the last day of the Calculation Period just
ended, minus (b) the dollar amount of the Performance Based
Fee to be paid with respect to such Calculation Period, if any;
provided, however, that in the event of a withdrawal of a
portion of a Tranche (i) on a date other than December 31, the
Opening Balance of the Net Asset Value Memorandum Account
in respect of the remaining Managed Assets in such Tranche for
the Calculation Period in which the withdrawal occurred shall be
adjusted, or (ii) on December 31, the Opening Balance of the
Net Asset Value Memorandum Account in respect of the
remaining Managed Assets in such Tranche for the Calculation
Period immediately following the Calculation Period in which
the withdrawal occurred shall be adjusted, in each case, by
multiplying the Opening Balance of such Net Asset Value
Memorandum Account by (a) one (1), minus (b) a fraction, the
numerator of which is the dollar amount withdrawn and the
denominator of which is the net asset value of the Managed
Assets attributable to that Tranche on the date of, but prior to,
the withdrawal.
Hurdle: A separate Hurdle shall be calculated for each Tranche.
A memorandum account shall be established for each Tranche
(a Hurdle Memorandum Account), each with an opening value
(Opening Value) to be determined in accordance with this
paragraph. The Opening Value for each Tranches first
Calculation Period shall be equal to such Tranches Opening
Balance. For each subsequent Calculation Period, the Opening
Value of the Hurdle Memorandum Account for each Tranche
shall be determined as follows: (i) if a Performance Based Fee
was paid in respect of a Tranche for a Calculation Period, the
Opening Value of the Hurdle Memorandum Account for the
immediately succeeding Calculation Period shall be equal to the
Opening Balance of the Net Asset Value Memorandum Account
for such Tranche for such succeeding Calculation Period; and (ii)
if no Performance Based Fee was paid in respect of a Tranche
for a Calculation Period, the Ending Value (as defined below) of
the Hurdle Memorandum Account for such Tranche as of the
last day of the Calculation Period just ended shall be the
Opening Value of the Hurdle Memorandum Account for such
Tranche in the immediately succeeding Calculation Period.
In the event of a withdrawal of a portion of a Tranche on a date
other than December 31, the Opening Value of the Hurdle
Memorandum Account in respect of the remaining Managed
Assets in such Tranche for the Calculation Period in which the
withdrawal occurred shall be adjusted by (i) multiplying the
Opening Value of such Hurdle Memorandum Account by (a) one
(1), minus (b) a fraction, the numerator of which is the dollar
amount withdrawn and the denominator of which is the net
asset value of the Managed Assets attributable to that Tranche
on the date of, but prior to, the withdrawal, and then (ii)
increasing the result by (a) the amount, if any, by which the net
asset value of the Managed Assets attributable to that Tranche
as of the date of withdrawal was less than the Ending Value of
the Hurdle Memorandum Account applicable to that Tranche as
of the date of withdrawal (the Underperformance), multiplied
by (b) a fraction, the numerator of which is the dollar amount
withdrawn and the denominator of which is the net asset value
of the Managed Assets attributable to that Tranche on the date
of, but prior to, the withdrawal.
In the event of a withdrawal of a portion of a Tranche on
December 31, if no Performance Based Fee was paid in respect
of the Tranche from which the assets were withdrawn, the
Opening Value of the Hurdle Memorandum Account in respect
of such Tranche for the Calculation Period immediately
following the Calculation Period in which the withdrawal
occurred shall be (a) the Ending Value of such Hurdle
Memorandum Account for such Tranche as of the last day of the
Calculation Period just ended, minus (b) the dollar amount
withdrawn.
In the event of a complete withdrawal of a Tranche (i) on a date
other than December 31, the Opening Value of the Hurdle
Memorandum Account in respect of each remaining Tranche for
the Calculation Period in which the withdrawal occurred shall be
adjusted, or (ii) on December 31, the Opening Value of the
Hurdle Memorandum Account in respect of each remaining
Tranche for the Calculation Period immediately following the
Calculation Period in which the withdrawal occurred, shall be
adjusted, in each case, by increasing the Opening Value of each
Hurdle Memorandum Account in respect of each remaining
Tranche by a proportionate share (based on the Managed
Assets in each remaining Tranche compared to the aggregate
remaining Managed Assets in all Tranches) of the
Underperformance, if any, applicable to the Tranche that was
withdrawn.
The ending value (the Ending Value) of the Hurdle
Memorandum Account for each Tranche for each Calculation
Period shall be equal to the Opening Value of the Hurdle
Memorandum Account for such Calculation Period multiplied by
the sum of (i) one (1), plus (ii) the percentage return of the MSCI
All Country World Index, Net Dividends Reinvested, USD ticker:
NDUEACWF for such Calculation Period.
Investment Management Fee: The Fund will pay the Manager
an asset based fee of 10 basis points (0.10%) per annum,
calculated monthly as of the last day of the calendar month
based on the average daily net assets (gross of expenses except
custodian transaction charges, the Investment Management
Fee, and the Performance Based Fee) of the Managed Assets for
the month to which the fee relates, computed as described in
the Funds registration statement. The Investment Management
Fee will be paid no later than the last day of the month
immediately following the end of the month to which the fee
relates and will be prorated for any period that is less than a full
calendar month. The Investment Management Fee will be paid
from the Managed Assets, except for those fees payable
subsequent to a complete withdrawal of the Managed Assets
which will be paid out of other Fund assets.
Calculation and Payment of Performance Based Fee: For each
Calculation Period, the Performance Based Fee pertaining to a
Tranche will be equal to 20% of the amount, if any, by which the
net asset value of the Managed Assets attributable to that
Tranche at the end of the Calculation Period exceeds the Ending
Value of the Hurdle Memorandum Account applicable to that
Tranche for such Calculation Period (the Outperformance);
provided, however, that in the event of a withdrawal of a
portion of a Tranche on a date other than December 31, the
Performance Based Fee pertaining to such withdrawn assets
shall be determined immediately prior to such withdrawal and
will be equal to 20% of the Outperformance multiplied by a
fraction, the numerator of which is the dollar amount
withdrawn and the denominator of which is the net asset value
of the Managed Assets attributable to that Tranche on the date
of, but prior to, the withdrawal. Performance Based Fees shall
be payable in arrears in the month that follows the last calendar
month of the Calculation Period. Performance Based Fees and
payment thereof shall be calculated separately for each
Tranche. Performance Based Fee shall be paid from the
applicable Tranche.
