Money Manager Agreement
This agreement (the Money Manager Agreement) is
between TIFF Investment Program (TIP), a Delaware statutory
trust, for its TIFF Multi-Asset Fund (the Fund), and AQR Capital
Management, LLC (the Manager), a registered investment adviser
under the Investment Advisers Act of 1940, as amended (the
Advisers Act) and is effective as of September 29, 2017 (the
Effective Date).
Recitals
TIP is an open-end management investment company
registered under the Investment Company Act of 1940, as
amended (the 1940 Act); and
TIP wishes to retain the Manager to render advisory
services to the Fund and the Manager is willing to render those
services.
The parties therefore agree as follows:
1. Managed Assets
The Manager will provide investment management
services with respect to the portion of the Funds assets placed
with the Manager on behalf of the 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. The 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 the Fund,
hereby appoints the Manager to manage the Managed Assets for
the period and on the terms set forth in this Agreement. The
Manager hereby accepts this appointment and agrees to render
the services herein described in accordance with the
requirements described in Section 3(a).
(b) Powers. Subject to the supervision of the board of
trustees of TIP and subject to the supervision of TIFF Advisory
Services, Inc. (TAS) as Investment Adviser to the Fund, the
Manager shall direct investment of the Managed Assets in
accordance with the requirements of Section 3(a). TIP, acting on
behalf of the Fund, grants the Manager authority to:
(i) acquire (by purchase, exchange,
subscription, or otherwise), hold, and
dispose of (by sale, exchange, or otherwise)
securities, instruments and other
investments and provide the necessary
instructions on behalf of the Fund to
brokers and custodians to effect the
transactions;
(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 and
other instruments for investment) as may
be necessary or proper in connection with
the performance by the Manager of its
duties hereunder.
(c) Power of Attorney. To enable the Manager to
exercise fully the discretion granted hereunder, TIP appoints the
Manager as its attorney-in-fact to invest, sell, and reinvest the
Managed Assets as fully as TIP itself could do. The Manager
hereby accepts this appointment.
(d) Voting. The Manager shall be authorized to vote
on behalf of the Fund any proxies relating to the Managed Assets,
provided, however, that the Manager shall comply with any
instructions received from the Fund as to the voting of securities
and handling of proxies.
(e) Independent Contractor. The Manager shall for all
purposes be deemed to be an independent contractor and, except
as expressly authorized herein, shall have no authority to act for
or to represent TIP, the Fund, or TAS in any way, or otherwise to
be an agent of any of them.
(f) Reporting. The Manager shall furnish to TIP upon
reasonable request such information that TIP may reasonably
require to complete documents, reports, or regulatory filings
directly related to the services Manager provides pursuant to this
Agreement. For the avoidance of doubt, the Manager shall not be
obligated to complete or make any regulatory filings that are
required to be made by the Fund.
3. Requirements; Duties
(a) Requirements. In performing services for the Fund
and otherwise discharging its obligations under this Agreement,
the Manager shall act in conformity with the following
requirements solely with respect to the Managed Assets (the
Requirements):
(i) the 1940 Act, the Internal Revenue Code of
1986, as amended, 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;
(ii) TIPs Registration Statement under the 1940
Act and the Securities Act of 1933, as
amended, on Form N-1A as filed with the
Securities and Exchange Commission
relating to the Fund and the shares of
beneficial interest in the Fund, as such
Registration Statement may be amended
from time to time (the Registration
Statement), it being understood that TIP
shall deliver or otherwise make available to
the Manager any amendments or
supplements to the Registration Statement
that contain changes that pertain to the
Managers provision of services under this
Agreement prior to the effectiveness
thereof (or as soon as reasonably
practicable thereafter) and such that
Manager is given a reasonable amount of
time to implement any such changes;
(iii) the Managers Investment Guidelines, which
may be amended from time to time
through mutual agreement by TAS and the
Manager in writing and which may allow
the Manager, with respect to the Managed
Assets, to exceed certain Fund level
restrictions as stated in the Registration
Statement;
(iv) written instructions and directions of the
board of trustees of TIP, it being
understood that such instructions shall be
provided such that Manager is given a
reasonable amount of time to implement
them; and
(v) written instructions and directions of TAS, it
being understood that such instructions
shall be provided such that Manager is
given a reasonable amount of time to
implement them.
(b) Responsibility with Respect to Actions of Others.
TIP may place the investment portfolio of each of its funds,
including the Fund, with one or more investment managers. To
the extent the applicability of, or conformity with, the
Requirements depends upon investments made by, or activity of,
the managers other than the Manager, the Manager agrees to
comply with such Requirements: (i) to the extent that such
compliance is within the Managers Investment Guidelines; and (ii)
to the extent that the Manager is provided with information
sufficient to ascertain the applicability of such Requirements. If it
appears to the Fund at any time that the Fund may not be in
compliance with any requirement and the Fund or TAS so notifies
the Manager, the Manager shall promptly take such actions not
inconsistent with applicable law or regulation as the Fund or TAS
may reasonably specify to effect compliance. For the avoidance
of doubt, the Manager shall only be responsible for the
Requirements with respect to the Managed Assets, and shall not
be liable for any acts or omissions of other investment managers
managing assets of the Fund.
(c) Responsibility with Respect to Performance of
Duties. In performing its duties under this Agreement, the
Manager will act in a manner consistent with its fiduciary
obligations to the Fund and shall use reasonable care and its best
judgment in matters relating to the Fund. The Manager will not
deal with the Managed Assets in its own interest or for its own
account.
(d) Valuation. The Manager shall not be responsible
for calculating the Net Asset Value of the Funds portfolio or
making final decisions on the value of portfolio securities used to
calculate such net asset value, but must review regularly the
pricing of the Managed Assets as made available by or on behalf
of the Fund. The Manager agrees to notify the Fund promptly if
the Manager reasonably believes that the value of any portfolio
security comprising the Managed Assets may not reflect fair
value. The Manager agrees to provide upon request any pricing
information of which the Manager is aware to the Fund, to TAS, or
to the Funds administrator to assist in the determination of the
fair value of any portfolio security for which market quotations
are not readily available or as otherwise required in accordance
with the 1940 Act or the Funds valuation procedures for the
purpose of calculating the Funds Net Asset value in accordance
with procedures and methods established by the board of
trustees of TIP.
4. Recordkeeping and Reporting
(a) Records. The 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 such records
maintained pursuant to this Agreement shall be subject to
examination by the 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 the Fund; the 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 Funds request. Upon
termination of this Agreement, the Manager shall as soon as
reasonably practicable return records that are the Funds property
and, upon demand, shall make and deliver to the Fund true and
complete and legible copies of such other records maintained as
required by this Section 4(a) as the Fund may request. The
Manager may retain copies of records furnished to the Fund.
(b) Reports to Custodian. The Manager shall provide
to the Funds custodian and to the Fund, on each business day,
information relating to all transactions concerning the Managed
Assets.
(c) Other Reports. The Manager shall render to the
board of trustees of TIP and to TAS such periodic and special
reports as the board or TAS may reasonably request.
5. Purchase and Sale of Securities
(a) Selection of Brokers. The Manager shall place all
orders for the purchase and sale of securities or instruments on
behalf of the Fund with brokers or dealers selected by the
Manager in conformity with the policy respecting brokerage set
forth in the Registration Statement. Neither the Manager nor any
of its officers, employees, nor any of its affiliated persons, as
defined in the 1940 Act, will act as principal with respect to the
Managed Assets nor will the Manager execute any portfolio
transactions for the Managed Assets with a broker or dealer
which is (i) an affiliated person of the Fund; (ii) principal
underwriter of the Funds shares; or (iii) an affiliated person
of such an affiliated person, unless such transactions are: (a)
exempt under applicable law or regulation, including under Rule
10f-3(b) or Rule 17a-10; (b) exempt under applicable law or
regulation and executed in accordance with the Funds procedures
adopted thereunder, including the exemptions provided by Rule
10f-3(c) or Rule 17a-7, and the Funds Rule 10f-3 procedures or
Rule 17a-7 procedures, as the case may be; or (c) executed in
accordance applicable law or regulation and executed in
accordance with the Funds procedures adopted thereunder,
including Rule 17e-1 and the Funds Rule 17e-1 procedures. TIP
agrees that it will provide the Manager with a written list of such
brokers and dealers and will, from time to time, update such list
as necessary. The Manager agrees that it will provide TIP or TAS
with a written list of brokers and dealers that are affiliates of the
Manager and will, from time to time, update such list as
necessary.
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 and the Managers best execution
policy. 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.
(b) Aggregating Orders. On occasions when the
Manager deems the purchase or sale of a security to be in the
best interest of the Fund as well as other advisory clients of the
Manager, the Manager, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to,
aggregate the securities or instruments to be so sold or
purchased. In such event, allocation of securities or instruments
so purchased or sold, as well as the expense incurred in the
transaction, will be made by the Manager in the manner it
considers to be most equitable and consistent with its fiduciary
obligations to the Fund and its other clients.
6. Management Fees; Expenses
(a) Management Fees. Schedule I attached hereto
sets out the fees to be paid by the Fund to the Manager no later
than the last day of the month immediately following the end of
the period to which the fee relates.
(b) Expenses. The Manager shall furnish at its own
expense all of its own 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. The Fund (and
not the Managed Assets) will be responsible for its own fees and
expenses; provided, however that the following expenses will be
paid from the Managed Assets: (i) sub-custodian transaction
charges related to investments by the Managed Assets in foreign
markets, (ii) the Managers management fees, (iii) brokerage
commissions incurred by the Managed Assets, and (iv) borrowing
costs related to short sale activities by the Managed Assets. For
all other expenses not specifically assumed by the Manager or
Managed Assets hereunder, the Fund shall pay directly, or, if the
Manager makes payment, reimburse the Manager for them.
Expenses borne by the Fund include, but are not limited to, (i)
general custodial fees for the Managed Assets, (ii) memo pledging
costs related to short sale activities by the Managed Assets; and
(iii) interest and taxes, if any, payable by the Fund. In addition,
the Fund shall pay directly, or, if the Manager makes payment,
reimburse the Manager for, such non-recurring special out-of-
pocket costs and expenses as may be authorized in advance by
the Fund.
7. Non-Exclusivity of Services
The Manager is free to act for its own account and to
provide investment management services and advice to others.
The Fund acknowledges that the Manager and its affiliates,
officers and employees, and the Managers other clients, 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 or disposed of under this Agreement for the Fund.
Neither the 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 his or its own
account or for the account of another client. The 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
Managers affiliates act as financial adviser, 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 Fund and that the
Manager may be restricted from trading the securities of issuers
about which it is in possession of material nonpublic information.
8. Liability
The Manager shall not be liable to the Fund, TIP, or TAS for
any error of judgment, but the Manager shall be liable to the Fund
for any loss resulting from willful misfeasance, bad faith, or gross
negligence by the Manager in providing services under this
Agreement or from reckless disregard by the Manager of its
obligations and duties under this Agreement. Nothing in this
Agreement shall constitute a waiver or limitation of any rights
that the Fund, TIP, or TAS may have under applicable state or
federal laws.
9. Representations
(a) The Manager hereby represents to the Fund that
the Manager is registered as an investment adviser under the
Advisers Act, 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 the Manager has been duly
authorized and, upon execution and delivery, this Agreement will
be binding upon the Manager in accordance with its terms.
(b) The Manager represents that it is in material
compliance with all applicable laws related to the services
provided hereunder, both federal and state.
(c) TIP hereby represents to the Manager 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 the Fund has been duly authorized and, upon execution
and delivery, this Agreement will be binding upon TIP in
accordance with its terms.
(d) TIP acknowledges receipt of Parts 2A and B of the
Managers Form ADV and Commodity Trading Advisor (CTA)
Disclosure Document (if applicable).
(e) TIP represents that TIP and the Fund are in material
compliance with all applicable laws and regulations, both federal
and state.
(f) TIP represents that all of the Funds current
shareholders are qualified clients, in accordance with Rule
205-3 under the Advisers Act (Qualified Clients), and that
all of the Funds shareholders will be Qualified Clients for
so long as this Agreement remains in effect.
10. Term
This Agreement shall continue in effect for a period of two
(2) years from the date hereof and shall thereafter be
automatically renewed for successive periods of one (1) 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 (a) the Fund, if a decision
to terminate is made by the board of trustees of TIP or by a vote
of a majority of the Funds outstanding voting securities (as
defined in the 1940 Act), or (b) 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.
The rights and obligations that are provided in section (f)
of Xxxxxxxxx 0, Xxxxxxxxx 8 and Paragraph 16 shall survive the
cancellation, expiration, or termination of this Agreement.
This Agreement shall terminate automatically in the event
of its assignment (as defined in the 1940 Act).
11. Amendment
Except as otherwise provided in this Agreement, this
Agreement may be amended by mutual consent, but the consent
of the 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 the Fund. Any such amendment must
be in writing and signed by each party.
12. Notices
Notices or other communications required to be given
pursuant to this Agreement shall be deemed duly given when
delivered electronically, in writing, or sent by fax or three business
days after mailing registered mail postage prepaid as follows:
Fund: TIFF Investment Program
Attn: Chief Legal Counsel
c/o TIFF Advisory Services, Inc.
000 X. Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: 000-000-0000
Email: xxxxx@xxxx.xxx with a copy to
xxxxxxxxx@xxxx.xxx
Manager: Xxxxxx XxxXxxx
AQR Capital Management, LLC
Managing Director, Senior Counsel & Head of
Registered Products
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Fax: 000-000-0000
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 State of Delaware 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.
16. Confidential Information
Any information or recommendations supplied by any
party to this Agreement, which are not otherwise in the public
domain, including but not limited to 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,
investment models or strategies, financial information or any
other information relating to a party to this Agreement, are to be
regarded as confidential (Confidential Information). Confidential
Information shall be kept confidential and protected by any
receiving party and may only be shared with a receiving partys
employees, affiliates, agents and/or service providers to the
extent necessary to enable the party to fulfill its obligations under
this Agreement, it being understood that such employees,
affiliates, agents and/or service providers will be held to a duty of
confidentiality in order to receive such Confidential Information.
A party may also disclose Confidential Information under
the following circumstances: (i) portfolio holdings disclosures
made by TIP in compliance with TIPs procedures on the disclosure
of portfolio holdings, when applicable; (ii) as may be required by
applicable law or rule or compelled by judicial or regulatory
authority having competent jurisdiction over the party, it being
understood than any party receiving such a request will notify the
other party to which the Confidential Information pertains, to the
extent legally permissible, to allow such party an opportunity to
seek a protective order from such request; or (iii) 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 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.
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.
TIFF Investment Program AQR
Capital Management, LLC
on behalf of the Fund
/s/ Xxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
Signature
Signature
Xxxxx Xxxxxxxxx, VP
Xxxxxxx Xxxxxxx, Chief Legal Officer
Print Name/Title
Print Name/Title
Schedule I-A
to the
Money Manager Agreement (the Agreement)
Dated as of September 29, 2017
between
AQR Capital Management, LLC (the Manager) and
TIFF Investment Program for its TIFF Multi-Asset
Fund (the Fund)
Fee Calculation
This fee schedule will apply to the Managed Account generally
referred to by the parties as the US account. The Managed
Account to which this fee schedule will apply has a benchmark
of the Xxxxxxx 1000 Index.
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 Fee), each as
described below. For all calculations described hereunder, the
net asset value of the Managed Assets shall be gross of all
expenses except for the following:
i) sub-custodian transaction charges related to
investments by the Managed Assets in foreign
markets,
ii) the Managers management fees,
iii) brokerage commissions incurred by the
Managed Assets, and
iv) borrowing costs related to short sale activities
by the Managed Assets.
All capitalized terms used but not defined in this Schedule I will
have the meanings ascribed to them in the Agreement.
Certain Defined Terms
Benchmark: Xxxxxxx 1000 Index, Net Dividends Reinvested, USD
ticker: RIY
Excess Return, for any Calculation Period, means an amount
equal to the net return of the Managed Assets during such
Calculation Period (with appropriate adjustments to reflect any
additional contributions to, or withdrawals of, the Managed
Assets) minus the Hurdle for the same Calculation Period. The
Excess Return cannot be less than zero.
Hurdle, for any Calculation Period, means an amount equal to
Initial Amount, as of the first day of such Calculation Period
(with appropriate adjustments to reflect any additional
contributions to, or withdrawals of, the Managed Assets)
multiplied by the change expressed as a percentage in the
Benchmark for the full length of such Calculation Period.
Initial Amount, for any Calculation Period, means the sum of (i)
the net asset value of the Managed Assets as of the first day of
such Calculation Period plus (ii) the value of the
Underperformance Carryforward Amount, if any, as of the first
day of such Calculation Period (with appropriate adjustments to
reflect any contributions to, or withdrawals of, the Managed
Assets).
Calculation Period means the period commencing as of the
inception of the Account (or, alternatively, as agreed to
between the Client and the Adviser), and thereafter each period
commencing as of the day following the last day of the
preceding Calculation Period, and ending as of the close of
business on the first to occur of the following after the relevant
commencement date:
(1) December 31;
(2) the withdrawal of all or a portion of the
Managed Assets (but only with respect to the
portion withdrawn); or
(3) termination of this Agreement.
For the avoidance of doubt, withdrawals made to pay the
Investment Management and Performance Fees will not
constitute the end of a Calculation Period.
Underperformance Carryforward Amount shall have shall have
an initial value of zero and which shall be adjusted as follows:
(1) as of the close of each Calculation Period, the
value of the Underperformance Carryforward
Amount (a) shall be increased by an amount
equal to the Hurdle minus the net return of the
Managed Assets for such Calculation Period,
which value shall not be less than zero, and (b)
shall be reduced (but not below zero) by the
amount, if any, of the Excess Return for such
Calculation Period; and
(2) as of the close of each Calculation Period, any
positive value of the Underperformance
Carryforward Amount shall be adjusted if the
Managed Assets have been reduced as of the
end of such Calculation Period as a result of a
partial withdrawal of the Managed Assets, by
reducing such positive balance (but not below
zero) by an amount determined by multiplying
(a) such positive value by (b) a fraction, of which
(x) the numerator is equal to the amount so
withdrawn, and (y) the denominator is equal to
the net asset value of the Managed Assets
immediately before giving effect to withdrawal.
Investment Management Fee: The Fund will pay the Manager
an asset based fee of 20 basis points (0.20%) per annum,
calculated monthly as of the last day of the calendar month
based on the average daily net assets of the Managed Assets for
the month to which the fee relates. 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.
Calculation and Payment of Performance Based Fee: The Fund
will pay the Manager a Performance Fee equal to 17.0%
multiplied by the Excess Return, if any, of the Managed Assets
for the relevant Calculation Period. Performance Fees will be
payable in arrears in the month that follows the last calendar
month of the Calculation Period. Performance Fees will be paid
from the Managed Assets.
Notwithstanding the foregoing, no Performance Fee will be paid
until the Excess Return for such Calculation Period exceeds the
value of the Underperformance Carryforward Amount. The
value of the Underperformance Carryforward Amount shall be
carried forward to subsequent Calculation Periods and charged
against Excess Returns, if any, generated in subsequent
Calculation Periods. Therefore, before the Performance Fee is
calculated for a Calculation Period, any Excess Return during
such Calculation Period shall be reduced by the value, if any, of
the Underperformance Carryforward Amount.
Schedule I-B
to the
Money Manager Agreement (the Agreement)
Dated as of September 29, 2017
between
AQR Capital Management, LLC (the Manager) and
TIFF Investment Program for its TIFF Multi-Asset
Fund (the Fund)
Fee Calculation
This fee schedule will apply to the Managed Account generally
referred to by the parties as the EAFE account. The Managed
Account to which this fee schedule will apply has a benchmark
of the MSCI EAFE Index.
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 Fee), each as
described below. For all calculations described hereunder, the
net asset value of the Managed Assets shall be gross of all
expenses except for the following:
i) sub-custodian transaction charges related to
investments by the Managed Assets in foreign
markets,
ii) the Managers management fees,
iii) brokerage commissions incurred by the
Managed Assets, and
iv) borrowing costs related to short sale activities
by the Managed Assets.
All capitalized terms used but not defined in this Schedule I will
have the meanings ascribed to them in the Agreement.
Certain Defined Terms
Benchmark: MSCI EAFE Index, Net Dividends Reinvested, USD
[ticker: M1EA]
Excess Return, for any Calculation Period, means an amount
equal to the net return of the Managed Assets during such
Calculation Period (with appropriate adjustments to reflect any
additional contributions to, or withdrawals of, the Managed
Assets) minus the Hurdle for the same Calculation Period. The
Excess Return cannot be less than zero.
Hurdle, for any Calculation Period, means an amount equal to
Initial Amount, as of the first day of such Calculation Period
(with appropriate adjustments to reflect any additional
contributions to, or withdrawals of, the Managed Assets)
multiplied by the change expressed as a percentage in the
Benchmark for the full length of such Calculation Period.
Initial Amount, for any Calculation Period, means the sum of (i)
the net asset value of the Managed Assets as of the first day of
such Calculation Period plus (ii) the value of the
Underperformance Carryforward Amount, if any, as of the first
day of such Calculation Period (with appropriate adjustments to
reflect any contributions to, or withdrawals of, the Managed
Assets).
Calculation Period means the period commencing as of the
inception of the Account (or, alternatively, as agreed to
between the Client and the Adviser), and thereafter each period
commencing as of the day following the last day of the
preceding Calculation Period, and ending as of the close of
business on the first to occur of the following after the relevant
commencement date:
(1) December 31;
(2) the withdrawal of all or a portion of the
Managed Assets (but only with respect to the
portion withdrawn); or
(3) termination of this Agreement.
For the avoidance of doubt, withdrawals made to pay the
Investment Management and Performance Fees will not
constitute the end of a Calculation Period.
Underperformance Carryforward Amount shall have shall have
an initial value of zero and which shall be adjusted as follows:
(1) as of the close of each Calculation Period, the
value of the Underperformance Carryforward
Amount (a) shall be increased by an amount
equal to the Hurdle minus the net return of the
Managed Assets for such Calculation Period,
which value shall not be less than zero, and (b)
shall be reduced (but not below zero) by the
amount, if any, of the Excess Return for such
Calculation Period; and
(2) as of the close of each Calculation Period, any
positive value of the Underperformance
Carryforward Amount shall be adjusted if the
Managed Assets have been reduced as of the
end of such Calculation Period as a result of a
partial withdrawal of the Managed Assets, by
reducing such positive balance (but not below
zero) by an amount determined by multiplying
(a) such positive value by (b) a fraction, of which
(x) the numerator is equal to the amount so
withdrawn, and (y) the denominator is equal to
the net asset value of the Managed Assets
immediately before giving effect to withdrawal.
Investment Management Fee: The Fund will pay the Manager
an asset based fee of 30 basis points (0.30%) per annum,
calculated monthly as of the last day of the calendar month
based on the average daily net assets of the Managed Assets for
the month to which the fee relates. 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.
Calculation and Payment of Performance Based Fee: The Fund
will pay the Manager a Performance Fee equal to 17.0%
multiplied by the Excess Return, if any, of the Managed Assets
for the relevant Calculation Period. Performance Fees will be
payable in arrears in the month that follows the last calendar
month of the Calculation Period. Performance Fees will be paid
from the Managed Assets.
Notwithstanding the foregoing, no Performance Fee will be paid
until the Excess Return for such Calculation Period exceeds the
value of the Underperformance Carryforward Amount. The
value of the Underperformance Carryforward Amount shall be
carried forward to subsequent Calculation Periods and charged
against Excess Returns, if any, generated in subsequent
Calculation Periods. Therefore, before the Performance Fee is
calculated for a Calculation Period, any Excess Return during
such Calculation Period shall be reduced by the value, if any, of
the Underperformance Carryforward Amount.
AQR Money Manager Agreement
Page 2
Execution copy
