SERVICES AGREEMENT
Exhibit
99 (h9)
SERVICES AGREEMENT (“Agreement”) made as of the
1st
day of July 2009, by and between TIFF Investment Program, Inc., a registered
investment company incorporated in Maryland (“TIP”) and TIFF ADVISORY SERVICES, INC.,
a Delaware corporation (“TAS”).
WHEREAS, TIP previously had
engaged Xxxxxxxxx Fund Services LLC (“Xxxxxxxxx”) to provide certain
administrative services to the TIP funds pursuant to an Operations Monitoring
Agreement dated as of August 15, 2003, as amended, and subsequently pursuant to
an Administrative Services Agreement dated January 1, 2008, as amended;
and
WHEREAS, TIP now desires on
behalf of the funds listed in Appendix
A hereto, as such appendix may be amended by written mutual agreement by
the parties from time to time (each, a “Fund” and together, the “Funds”) to
retain TAS to provide certain administrative services, which previously had been
provided in substantial part by Xxxxxxxxx, in the manner and on the terms and
conditions set forth below;
NOW, THEREFORE, in
consideration of the above promises and mutual convenants contained herein, and
intending to be legally bound hereby, the parties hereto agree as
follows:
(1) TAS
agrees, during the term of this Agreement, to provide certain administrative
services (together, the “Services”) to each of the Funds, including, but not
limited to, the following:
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(a)
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monitoring
and overseeing relationships with entities providing services to TIP,
including without limitation, any tax or accounting firm, custodian,
administrator, transfer agent, or outside fund counsel, but excluding for
purposes of this Agreement any money manager, manager of any underlying
fund in which a Fund may invest, broker-dealer or trading
counterparty;
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(b)
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attending
to correspondence, requests, inquiries, other communications, and other
matters to, from or involving existing Fund shareholders, but not
including any such matters that would constitute the distribution of Fund
shares;
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(c)
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preparing,
filing and disseminating or coordinating the dissemination of
prospectuses, reports, and other information and documents
required to be provided to Fund shareholders;
and
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(d)
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performing
such other specific administrative services as listed on Appendix
B hereto, as such appendix may be amended from time to time by the
parties hereto.
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(2) As
compensation for the Services provided by TAS, TIP agrees, during the term of
this Agreement, to pay to TAS a monthly fee, equal on an annual basis, to the
following respective percentages of the average daily net assets of each
Fund:
For MAF,
IEF, and USEF: 0.02% per annum
For
STF: 0.01% per annum
From time
to time, TAS may waive a portion of its fees provided for hereunder and such
waiver shall be treated as a reduction in the purchase price of
services.
(3) Under
this Agreement, TAS does not have discretion over the Funds’ investments and
does not provide any investment advisory or related portfolio management
services to the Funds.
(4) The
Services provided by TAS to TIP under this Agreement are separate and distinct
from, although will involve oversight of, the services provided by State Street
Bank and Trust Company (“State Street”) to TIP pursuant to an Administration
Agreement or Transfer Agency and Service Agreement between TIP and State
Street.
(5) TAS
shall maintain appropriate records in connection with the services provided
pursuant to this Agreement. Such records shall at all times remain
the property of TIP, shall be readily accessible during normal business hours,
and shall be promptly surrendered upon the termination of this Agreement or
otherwise upon request of TIP. TAS further agrees that all records it
maintains for TIP pursuant to this Agreement will be preserved for the periods
required by applicable law, unless any such records are earlier surrendered to
TIP in a format mutually agreed by the parties. Notwithstanding
anything else in this Section (5), TAS may retain copies of any such surrendered
documents.
(6) In
the absence of willful misfeasance, bad faith or gross negligence on the part of
TAS, or of reckless disregard of its duties and obligations hereunder, TAS shall
not be subject to liability for any act or omission in the course of, or
connected with, rendering services hereunder.
(7) Except
insofar as the Investment Company Act of 1940, as amended (the “1940 Act”), or
other federal laws or regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania without giving effect to conflicts of laws
principles and each of the parties irrevocably consents to the jurisdiction of
the courts of the Commonwealth of Pennsylvania and the federal courts located in
the City of Philadelphia or Eastern District of Pennsylvania.
(8) This
Agreement shall remain in full force and effect through June 30, 2010 and
thereafter, from year to year, to the extent continuance is approved annually by
the Board of Directors of TIP.
(9) This
Agreement may be terminated by either party, at any time, on sixty (60) days’
written notice without payment of penalty, provided that any such termination by
TIP shall be directed or approved by the vote of a majority of the Board of
Directors of TIP in office at the time.
(10) This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
(11) Any
amendment to or assignment of this Agreement shall be in writing and signed by
both the parties hereto.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the date first written above.
TIFF INVESTMENT PROGRAM, INC.,
on behalf
of each
fund identified on Appendix A
By: /s/ Xxxxx X.
Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
TIFF
ADVISORY SERVICES, INC.
By: /s/ Xxxx X.
Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and
Treasurer
APPENDIX
A
To
TIFF
Multi-Asset Fund (“MAF”)
TIFF
International Equity Fund (“IEF”)
TIFF US
Equity Fund (“USEF”)
TIFF
Short-Term Fund (“STF”)
APPENDIX
B
TO
Vendor
Oversight
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Provide
general oversight of Fund service providers, other than money managers and
managers of underlying funds in which the Funds are
invested
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Accounting
and Financial Reporting
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Review
and authorize filing of semi-annual and annual financial statements,
including Form N-CSR
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Review
and authorize filing of quarterly portfolio holdings disclosures,
including Form N-Q
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Certify
Form N-CSR and Form N-Q
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Review
and authorize filing of semi-annual filing on Form
N-SAR
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Review
and authorize filing of annual filing on Form
24f-2
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Perform
such duties as may be authorized or delegated by the Board of Directors of
TIP (e.g., declare dividends, sign
documents)
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Coordinate
audit/tax work among audit firm and
vendors
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Review
and monitor expense budgets and
accruals
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Review
and approve tax positions (e.g., with respect to RIC
qualification)
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Review
and approve payment of Fund fees and
invoices
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Review
and approve Fund expense ratios, including calculation
methodology
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Review
and approve distribution projections and distribution
rates
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Review
and approve tax forms and filings (e.g., Forms 1099, tax
returns)
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Review
Board materials as requested, including one month performance lag analysis
exhibit
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Serve
on Disclosure Control Committee; coordinate meetings and maintain
minutes
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Legal
and Regulatory
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Coordinate
legal issues with outside counsel
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Respond
to inquiries from and coordinate with independent counsel to the
independent trustees
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Review
and authorize filing of Form N-PX
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Review
and approve filing of registration statement updates, stickers, proxy
statements, information statements, exemptive applications, and amendments
or supplements thereto
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Coordinate
distribution and review of responses to TIP’s Board of Directors’
questionnaires
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Coordinate
matters related to maintenance of Fund’s legal
existence
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Prepare
or review and coordinate production and distribution of materials for
Board meetings, shareholder meetings and, if requested, committee meetings
(e.g., agendas, proposals, resolutions, minutes, schedules), but not
including those matters that are required or appropriate to be prepared or
reviewed by TAS
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Prepare,
review, and negotiate contracts with Fund service providers, other than
money managers or managers of underlying funds in which the Funds
invest
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Coordinate
renewal of fidelity bond and E&O/D&O
coverage
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Coordinate
adoption by the Funds of new legal and regulatory
requirements
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Other
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Review
and authorize release of shareholder
statements
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Respond
to shareholder inquiries
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Coordinate
dissemination of prospectuses, reports and other documents required to be
provided to existing Fund
shareholders
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Perform
such other functions as may be from time to time mutually agreed by TIP
and TAS
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