Exhibit (d34)
Money Manager Agreement
This Agreement is between the TIFF Investment Program, Inc. ("TIP"), a
Maryland Corporation, for its TIFF U.S. Equity Fund and such other of its Funds
as may from time to time allot assets for management under this agreement
(hereafter "Fund"), and Martingale Asset Management, LP (hereafter "Manager")
and is effective as of August 23, 2002 (the "Effective Date").
Recitals
TIP is a non-diversified open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act"); and
Fund wishes to retain Manager to render advisory services to Fund and
Manager is willing to render those services.
Now, therefore, the parties agree as follows:
1. Managed Assets
Manager will provide investment management services with respect to assets
placed with Manager on behalf of Fund from time to time. Such assets, as changed
by investment, reinvestment, additions, disbursements of expenses, and
withdrawals, are referred to in this Agreement as the "Managed Assets." Fund may
make additions to or withdraw all or any portion of the Managed Assets from this
management arrangement at any time.
2. Appointment and Powers of Manager; Investment Approach
(a) Appointment. TIP, acting on behalf of Fund, hereby appoints Manager to
manage the Managed Assets for the period and on the terms set forth in this
Agreement. Manager hereby accepts this appointment and agrees to render the
services herein described in accordance with the Manager's Investment Approach
set forth in the Manager Profile and Investment Guidelines ("Investment
Guidelines," and together with the Manager Profile, Manager's "Investment
Approach") as such approach may be elaborated, amended, and refined with the
mutual consent of Foundation Advisers, Inc. ("FAI"), acting on behalf of Fund,
and Manager. The Manager Profile pertaining to Manager is included in the
prospectus (the "prospectus") which is part of the Registration Statement under
the
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1940 Act and the Securities Act of 1933, as amended on Form N1-A as filed with
the Securities and Exchange Commission relating to Fund and the shares of common
stock in Fund. The Registration Statement, with all amendments thereto, is
referred herein as the "Registration Statement."
(b) Powers. Subject to the supervision of the board of directors of TIP and
subject to the supervision of FAI as Investment Adviser to Fund, Manager shall
direct investment of the Managed Assets in accordance with Manager's Investment
Approach. Fund grants the Manager authority to:
(i) acquire (by purchase, exchange, subscription, or otherwise),
hold, and dispose (by sale, exchange, or otherwise) investments
and other securities;
(ii) determine what portion of the Managed Assets will be held
uninvested; and
(iii) enter into such agreements and make such representations
(including representations regarding the purchase of securities
for investment) as may be necessary or proper in connection with
the performance by Manager of its duties hereunder.
(c) Power of Attorney. To enable Manager to exercise fully discretion
granted hereunder, TIP appoints Manager as its attorney in fact to invest, sell,
and reinvest the Managed Assets as fully as TIP itself could do. Manager hereby
accepts this appointment.
(d) Voting. Manager shall be authorized to vote on behalf of Fund any
proxies relating to the Managed Assets, provided, however, that Manager shall
comply with any instructions received from Fund as to the voting of securities
and handling of proxies.
(e) Independent Contractor. Except as expressly authorized herein, Manager
shall for all purposes be deemed to be an independent contractor and shall have
no authority to act for or to represent TIP, Fund, or FAI in any way, or
otherwise to be an agent of any of them.
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3. Requirements; Duties
(a) Requirements. In performing services for the Fund and otherwise
discharging its obligations under this Agreement, Manager shall act in
conformity with the following requirements (referred to collectively in this
Agreement as the "Requirements"):
(i) requirements in the Registration Statement, including the
Manager's Investment Approach set forth therein, which apply to
the Manager;
(ii) requirements of the 1940 Act, the Internal Revenue Code, and all
other applicable federal and state laws and regulations which
apply to the Manager in conjunction with performing services for
the Fund, if any;
(iii) instructions and directions of the board of directors of TIP,
the likely scope of which are outlined in TIP's prospectus;
(iv) instructions and directions of FAI, the likely scope of which
are outlined in TIP's prospectus; and
(v) the Manager's Investment Guidelines, which shall be amended from
time to time through mutual agreement by FAI and the Manager.
(b) Responsibility with Respect to Actions of Others. TIP places the
investment portfolio of each of its Funds, including the fund participating in
this Agreement, with one or more investment managers. To the extent the
applicability of, or conformity with, Requirements depends upon investments made
by, or activity of, managers other than Manager, Manager agrees to comply with
such Requirements: (i) to the extent that such compliance is within Manager's
Investment Guidelines; and (ii) to the extent that Manager is provided with
information sufficient to ascertain the applicability of such Requirements. If
it appears to Fund at any time that Fund may not be in compliance with any
Requirement and Fund so notifies Manager, Manager shall promptly take such
actions not inconsistent with applicable law as Fund may reasonably specify to
effect compliance.
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(c) Responsibility with Respect to Performance of Duties. In performing its
duties under this Agreement, Manager will act solely in the interests of Fund
and shall use reasonable care and its best judgment in matters relating to the
Fund. Manager will not deal with the Managed Assets in its own interest or for
its own account.
4. Recordkeeping and Reporting
(a) Records. Manager shall maintain proper and complete records relating to
the furnishing of investment management services under this Agreement, including
records with respect to the securities transactions for the Managed Assets
required by Rule 31a-1 under the 1940 Act. All records maintained pursuant to
this Agreement shall be subject to examination by Fund and by persons authorized
by it during reasonable business hours upon reasonable notice. Records required
by Rule 31a-1 maintained as specified above shall be the property of Fund;
Manager will preserve such records for the periods prescribed by Rule 31a-2
under the 1940 Act and shall surrender such records promptly at the Fund's
request. Upon termination of this Agreement, Manager shall promptly return
records that are Fund's property and, upon demand, shall make and deliver to
Fund true and complete and legible copies of such other records maintained as
required by this Section 4(a) as Fund may request. Manager may retain copies of
records furnished to Fund.
(b) Reports to Custodian. Manager shall provide to Fund's custodian and to
the Fund on each business day information relating to all transactions
concerning the Managed Assets.
(c) Other Reports. Manager shall render to the board of directors of TIP
and to FAI such periodic and special reports as the board or FAI may reasonably
request.
5. Purchase and Sale of Securities
(a) Selection of Brokers. Manager shall place all orders for the purchase
and sale of securities on behalf of Fund with brokers or dealers selected by
Manager in conformity with the policy respecting brokerage set forth in the
Registration Statement. Neither the Manager nor any of its officers, employees,
or any of its "affiliated persons," as defined in the 1940 Act, will act as
principal or
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receive any compensation in connection with the purchase or sale of investments
by Fund other than the management fees provided for in Section 6 hereof.
(b) Aggregating Orders. On occasions when Manager deems the purchase or
sale of a security to be in the best interest of Fund as well as other funds of
Manager, the Manager, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be so sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of
securities so purchased or sold, as well as the expense incurred in the
transaction, will be made by Manager in the manner it considers to be most
equitable and consistent with its fiduciary obligations to Fund and its other
Funds.
6. Management Fees; Expenses
(a) Management Fees. Schedule I attached hereto sets out the fees to be
paid by Fund to Manager by the 10th business day of the following month in
connection with this Agreement. The applicable fee rate will be applied to the
average daily net assets (gross of expenses except custodian transaction
charges) of the Managed Assets, computed as described in the Fund's Registration
Statement, pursuant to this Agreement.
(b) Expenses. Manager shall furnish at its own expense all office
facilities, equipment, and supplies, and shall perform at its own expense all
routine and recurring functions necessary to render the services required under
this Agreement including administrative, bookkeeping and accounting, clerical,
statistical, and correspondence functions. Manager shall not have responsibility
for calculating the Net Asset Value of the Fund's portfolio, but must review
daily the pricing of the Managed Assets. Fund shall pay directly, or, if Manager
makes payment, reimburse Manager for, (i) custodial fees for the Managed Assets;
(ii) brokerage commissions, issue and transfer taxes, and other costs of
securities transactions to which Fund is a party, including any portion of such
commissions attributable to research and brokerage services and (iii) taxes, if
any, payable by Fund. In addition, Fund shall pay directly, or, if Manager makes
payment, reimburse Manager for such non-recurring special out-of-pocket costs
and expenses as may be authorized in advance by Fund.
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7. Non-Exclusivity of Services
Manager is free to act for its own account and to provide investment
management services to others. Fund acknowledges that Manager and its officers
and employees, and Manager's other funds may at any time have, acquire,
increase, decrease, or dispose of positions in the same investments which are at
the same time being held, acquired for, or disposed of under this Agreement for
Fund. Neither Manager nor any of its officers or employees shall have any
obligation to effect a transaction under this Agreement simply because such a
transaction is effected for its own account or for the account of another Fund.
Fund agrees that the Manager may refrain from providing any advice or services
concerning securities of companies for which any officers, directors, partners,
or employees of the Manager or any of the Manager's affiliates act as financial
advisor, investment manager, or in any capacity that the Manager deems
confidential, unless the Manager determines in its sole discretion that it may
appropriately do so. The Fund appreciates that for good commercial and legal
reasons, material nonpublic information which becomes available to affiliates of
the Manager through these relationships cannot be passed on to the Fund.
8. Liability
Manager shall not be liable to Fund for any error of judgment, but Manager
shall be liable to Fund for any loss resulting from willful misfeasance, bad
faith, or gross negligence by Manager in providing services under this Agreement
or from reckless disregard by Manager of its obligations and duties under this
Agreement.
9. Representations
(a) Manager hereby confirms to Fund that Manager is registered as an
investment advisor under the Investment Advisers Act of 1940, that it has full
power and authority to enter into and perform fully the terms of this Agreement
and that the execution of this Agreement on behalf of Manager has been duly
authorized and, upon execution and delivery, this Agreement will be binding upon
Manager in accordance with its terms.
(b) TIP hereby confirms to Manager that it has full power and authority to
enter into this Agreement and that the execution of this Agreement on behalf of
Fund has been duly authorized and, upon execution and delivery, this Agreement
will be binding upon TIP in accordance with its terms.
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(c) TIP acknowledges receipt of Manager's Form ADV and CTA Disclosure
Document.
(d) TIP and Fund are in full compliance with the regulations of the CFTC
and SEC.
10. Term
This Agreement shall continue in effect for a period of two years from the
date hereof and shall thereafter be automatically renewed for successive periods
of one year each, provided such renewals are specifically approved at least
annually in conformity with the requirements of the 1940 Act; provided however
that this Agreement may be terminated without the payment of any penalty, by the
Fund, if a decision to terminate is made by the board of directors of Fund or by
a vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, or by the Manager, in each case with at least 30 days'
written notice from the terminating party and on the date specified in the
notice of termination.
This Agreement shall terminate automatically in the event of its assignment
(as defined in the 1940 Act).
11. Amendment
This Agreement may be amended by mutual consent, but the consent of Fund
must be approved in conformity with the requirements of the 1940 Act and any
order of the Securities and Exchange Commission that may address the
applicability of such requirements in the case of Fund.
12. Notices
Notices or other communications required to be given pursuant to this
Agreement shall be deemed duly given when delivered in writing, or sent by fax,
or three days after mailing registered mail postage prepaid as follows:
Fund: TIFF Investment Program
c/o Foundation Advisers, Inc.
0000 Xxx Xxxx
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Fax: 000-000-0000
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Manager: Martingale Asset Management LP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Each party may change its address by giving notice as herein required.
13. Sole Instrument
This instrument constitutes the sole and only agreement of the parties to
it relating to its object and correctly sets forth the rights, duties, and
obligations of each party to the other as of its date. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this
Agreement are of no force or effect.
14. Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall be deemed to
constitute one and the same instrument.
15. Applicable Law
This Agreement shall be governed by, and the rights of the parties arising
hereunder construed in accordance with, the laws of the Commonwealth of Virginia
without reference to principles of conflict of laws. Nothing herein shall be
construed to require either party to do anything in violation of any applicable
law or regulation.
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IN WITNESS WHEREOF, the parties hereto execute this Agreement on and make it
effective on the effective date specified in the first paragraph of this
Agreement.
On behalf of Fund by the On behalf of Manager by
TIFF Investment Program, Inc. Martingale Asset management, L.P.
By Martingale Asset Management Corporation
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxx
------------------------------- -------------------------
Xxxxxxx X. Xxxxxxxxx, Treasurer Signature
Xxxxxx X. Xxxx, President
-------------------------
Print Name and Title
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Schedule I
Fee Calculation
Compensation
As compensation for the services performed and the facilities and personnel
provided by the Manager pursuant to this Agreement, the Fund will pay to the
Manager a fee according to the following formula:
0.10% on the first $100 million of assets
0.08% on the next $200 million of assets
0.07% on the next $200 million of assets
0.05% on the amount of assets above $500 million
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