AMENDMENT AGREEMENT NO. 3
Exhibit
99 (d27)
AMENDMENT
AGREEMENT NO. 3
This Amendment Agreement No. 3
(“Amendment Agreement”) is made as of this 25th day of
June, 2009, by and between TIFF Investment Program, Inc., a Maryland corporation
(“TIP”), for the account of its TIFF Multi-Asset Fund (the “Fund”), and
Wellington Management Company, LLP, a Massachusetts limited liability
partnership (the “Manager”).
WHEREAS, TIP and the Manager
entered into a money manager agreement dated as of December 30, 1994,
as amended September 14, 1999 and July 15, 2003 (the “Money Manager Agreement”);
and
WHEREAS, TIP and the Manager
desire to amend the Money Manager Agreement as set forth below.
NOW, THEREFORE, intending to
be legally bound, the parties hereto agree as follows:
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1.
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General. All
references in the Money Manager Agreement to Foundation Advisers, Inc. or
FAI shall be changed to TIFF Advisory Services, Inc. or TAS,
respectively.
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2.
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Managed
Assets. Section 1 of the Money Manager Agreement is
hereby amended by adding the following language at the end of that
section:
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“In
addition, the Manager may elect from time to time to make use of other available
fund assets in addition to the Managed Assets (the principal amount of such
other fund assets, irrespective of any gains or losses on such assets, shall be
referred to as “Additional Assets”) for investment purposes, for collateral
purposes, or for such other purposes as shall be agreed from time to time by the
Manager and the Fund or TAS. If so determined by the Fund or TAS, the
Additional Assets shall bear interest at a rate to be agreed by TAS and the
Manager from time to time. In addition, if so determined by the Fund
or TAS, any accrued interest on such Additional Assets that remains unpaid after
the close of a month-end, shall bear interest at a rate to be agreed by TAS and
the Manager from time to time. The Additional Assets shall be
returned, and any accrued interest shall be paid, to the Fund promptly upon
request or otherwise in accordance with the terms or procedures set by the Fund
or TAS. The Additional Assets, and all gains or losses on the
Additional Assets, shall be deemed to be Managed Assets for all purposes under
this Agreement; provided, however, that for purposes of calculating the
Management Fee payable to the Manager pursuant to Section 6 of this Agreement
and Schedule I, the Additional Assets shall be excluded from Managed
Assets.” The Fund and TAS agree that they are solely
responsible for ensuring that the arrangement described in this subsection
complies with Section 18(f) of the Investment Company Act of 1940 (the “1940
Act”) as interpreted by the U.S. Securities and Exchange Commission or its
staff. Manager shall not be held liable for any damage or loss
resulting from any finding that this arrangement violates any provision of the
1940 Act.
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3.
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Selection of
Brokers. Section 5(a) of the Money Manager Agreement,
Selection of
Brokers, is hereby amended by adding the following language at the
end of that section:
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“In
placing such orders, the Manager will give primary consideration to obtaining
the most favorable price and efficient execution reasonably available under the
circumstances and in accordance with applicable law. In evaluating the terms
available for executing particular transactions for the Fund and in selecting
broker-dealers to execute such transactions, the Manager may consider, in
addition to commission cost and execution capabilities, those factors that it
deems relevant, such as the financial stability and reputation of broker-dealers
and the brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended) provided by such
broker-dealers. The Manager is authorized to pay a broker-dealer who provides
such brokerage and research services a commission for executing a transaction
which is in excess of the amount of commission another broker-dealer would have
charged for effecting that transaction if the Manager determines in good faith
that such commission is reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer in discharging responsibilities
with respect to the Fund or to other client accounts as to which it exercises
investment discretion.”
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4.
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Management Fees;
Expenses. Section 6(a) of the Money Manager Agreement is
hereby deleted and replaced in its entirety with the
following:
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“(a) Management
Fees. Schedule I attached hereto sets out the fees to be paid
by the Fund to the Manager by the tenth 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 any interest
accrued in respect of Additional Assets) of the Managed Assets (exclusive of the
Additional Assets), computed as described in the Fund’s Registration Statement,
pursuant to this Agreement.”
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5.
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Notices. The
address for providing notices to TIP pursuant to Section 12 of the Money
Manager Agreement is hereby amended as
follows:
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TIFF
Investment Program, Inc.
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c/o TIFF
Advisory Services, Inc.
Four
Tower Bridge
000 Xxxx
Xxxxxx Xxxxx, Xxxxx 000
X.
Xxxxxxxxxxxx, XX 00000
Attn: General
Counsel
Fax:
000-000-0000
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6.
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Applicable
Law. Section 15 of the Money Manager Agreement is hereby
amended by replacing “Commonwealth of Virginia” with “Commonwealth of
Pennsylvania.”
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7.
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Partnership
Status. A new Section 16 shall be added to the Money
Manager Agreement as follows:
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“16. Partnership
Status
The Manager shall notify TIP of any
additions to or withdrawals of partners from the Manager within a reasonable
time after such additions or withdrawals but no less frequently than
annually.”
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8.
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Confidential
Information. A new Section 17 shall be added to the
Money Manager Agreement as follows:
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“17. Confidential
Information
Any information or
recommendations supplied by any party to this Money Manager Agreement, which are
not otherwise in the public domain or previously known to another party in
connection with the performance of obligations hereunder, including securities
or other assets held or to be acquired by the Fund, transactions in securities
or other assets effected or to be effected on behalf of the Fund, or financial
information or any other information relating to a party to this Agreement, are
to be regarded as confidential (“Confidential Information”).
No party
may use or disclose to others Confidential Information about another party,
except solely for the legitimate business purposes of the Fund for which the
Confidential Information was provided; as may be required by applicable law or
rule or compelled by judicial or regulatory authority having competent
jurisdiction over the party; or as specifically agreed to in writing by the
other party to which the Confidential Information pertains. Further, no party
may trade in any securities issued by another party while in possession of
material non-public information about that party. Lastly, the Manager
may not consult with any other money managers for the Fund about transactions in
securities or other assets of the Fund, except for purposes of complying with
the 1940 Act or SEC rules or regulations applicable to the Fund. Nothing in this
Agreement shall be construed to prevent the money manager from lawfully giving
other entities investment advice about, or trading on their behalf in, shares
issued by the Fund or securities or other assets held or to be acquired by the
Fund.”
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9.
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Schedule
I. Schedule I to the Money Manager Agreement is hereby
deleted and replaced in its entirety with the Schedule I attached
hereto.
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10.
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Miscellaneous. Except
as amended hereby, the Money Manager Agreement shall remain in full force
and effect. This Amendment Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same
instrument. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Money Manager
Agreement.
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IN WITNESS WHEREOF, each party
hereto has caused this Amendment Agreement to be executed by its duly authorized
officer as of the date and year first written above.
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TIFF
Investment Program, Inc.
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Wellington
Management Company, LLP
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| By: ___/s/ Xxxx X. Leiter_________ | By: ____/s/ Xxxxx X. Williamson___ |
| Name: Xxxx X. Xxxxxx | Name: Xxxxx X. Xxxxxxxxxx |
| Title: Secretary | Title: Senior Vice President |
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SCHEDULE
I TO THE
MONEY
MANAGER AGREEMENT
BETWEEN
TIFF
INVESTMENT PROGRAM, INC.
AND
WELLINGTON
MANAGEMENT COMPANY, LLP
June
25, 2009
TIFF
Investment Program, Inc. agrees, on behalf of TIFF Multi-Asset Fund, to pay
Wellington Management Company, LLP for its services pursuant to the Money
Manager Agreement at the following annual fee rates.
With
respect to that portion of the Managed Assets comprising the global natural
resource-related portfolio:
0.45% on
the first $50 million of the global natural resource-related
portfolio
0.40% on
the next $50 million of the global natural resource-related
portfolio
0.35% on
the remaining assets in the global natural resource-related
portfolio
With
respect to that portion of the Managed Assets comprising the high yield
portfolio:
0.45% on
the first $50 million of the high yield portfolio
0.40% on
the next $50 million of the high yield portfolio
0.35% on
the remaining assets in the high yield portfolio
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