AMENDMENT
to
MONEY MANAGER AGREEMENT
and SCHEDULE I
THIS AMENDMENT is entered into as of October 1, 2017,
between Xxxxxxx Partners LLP (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 April 30,
2015, as amended, (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) 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
October 1, 2017.
(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.
On behalf of Fund by
TIFF INVESTMENT PROGRAM
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: VP
On behalf of
Xxxxxxx Partners LLP
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Partner
Schedule I
to the
Money Manager Agreement
Dated as of April 30, 2015
Between
Xxxxxxx Partners LLP (the Manager)
and
TIFF Investment Program, for its TIFF Multi-Asset Fund
(the Fund)
With effect from October 1, 2017 (the Amendment Date), as
compensation for the services performed and the facilities and
personnel provided by the Manager for TIFF Multi-Asset Fund
pursuant to this Agreement, the Fund will pay the Manager a fee
as set forth below.
The Fund will pay the Manager (i) an asset based fee (the
Investment Management Fee) plus (ii) a performance based fee
(the Performance Fee), each as described below.
The Investment Management Fee payable in respect of the period
prior to the Amendment Date shall be determined in accordance
with Schedule I to the Agreement in force prior to the
Amendment Date.
Performance Fees payable in connection with withdrawals from
the Managed Assets prior to the Amendment Date will be
determined in accordance with Schedule I to the Agreement in
force prior to the Amendment Date.
Except as provided in the preceding paragraph, Performance Fees
calculated in respect of a Calculation Date falling after May 6,
2016, will be calculated in accordance with the formulae and
conditions set out in Schedule I of the Agreement which comes
into force on the Amendment Date.
All capitalized terms used but not defined in this Schedule I shall
have the meanings ascribed to them in the Agreement unless
otherwise defined herein.
1 Definitions related to Fee Calculations
Average Net Assets: The Average Net Assets of a Holding means
the average of the daily Net Asset Value of the Holding for the
following periods:
(i) on any Calculation Date arising before the fifth
Anniversary Calculation Date of a Holding, the
Average Net Assets of the Holding over the period
starting on the Effective Date of the Holding and
ending on the relevant Calculation Date; and
(ii) on the fifth Anniversary Calculation Date of a
Holding and for each Calculation Date thereafter,
the Average Net Assets of the Holding over the
relevant Calculation Period.
Calculation Date: The date which is (i) the last day of the calendar
month in which the anniversary of the Effective Date for the
relevant Holding occurs (each such date, an Anniversary
Calculation Date) and (ii) if earlier, the date on which the Fund
withdraws all or part of a Holding (exclusive of withdrawals made
to pay custodian transaction charges and the fees payable
hereunder).
Calculation Period: In relation to each Anniversary Calculation
Date, the Calculation Period is the period of 60 months ending on
the relevant Anniversary Calculation Date or, for calculating a
Performance Fee on the fifth Anniversary Calculation Date of a
Holding which has an Effective Date falling on a day other than
the last day of a month, the period from the Effective Date of that
Holding up to (and including) the fifth Anniversary Calculation
Date, even if that period exceeds 60 months. In relation to a
Calculation Date arising on a withdrawal of all or part of a Holding,
(i) where the Calculation Date falls on or before the fifth
Anniversary Calculation Date of a Holding, the period starting on
the Effective Date of the Holding and ending on that Calculation
Date; and (ii) where the Calculation Date falls after the fifth
Anniversary Calculation Date of a Holding, the period that starts
on the day on which the next regularly occurring Calculation
Period would have started (i.e. assuming no withdrawal) and ends
on the date of the withdrawal, resulting in a Calculation Period of
up to but not more than 60 months.
Effective Date: The Effective Date is (i) in relation to the first
Holding, the day on which the Managed Assets are first placed
with the Manager except that for purposes of the Performance
Fee, the Effective Date shall be May 7, 2015, and (ii) in relation to
each other Holding, the date on which the relevant addition is
made to the Managed Assets or such later date as TIP and the
Manager may agree.
Excess Return: Excess Return is the arithmetic difference between:
(i) the annualized performance of a Holding during the
applicable Calculation Period, calculated geometrically
in accordance with sub-paragraph 3.1.2 (for
Performance Fees calculated on Anniversary
Calculation Dates) or sub-paragraph 3.2.5 (for
Performance Fees calculated on withdrawals), and
(ii) the annualized performance of the Performance
Benchmark during the same Calculation Period,
expressed as a percent to the nearest two decimal
places and calculated geometrically in accordance with
sub-paragraph 3.1.2 (for Performance Fees calculated
on Anniversary Calculation Dates) or sub-paragraph
3.2.5 (for Performance Fees calculated on
withdrawals).
Fee Rate: 0.275% per annum on all Managed Assets
Holding: The first tranche of Managed Assets placed with the
Manager by the Fund and each subsequent addition to the
Managed Assets shall be a separate Holding, unless TIP and the
Manager agree otherwise, in which case such additional assets
will be added to the latest Holding. Each Holding will have its own
Effective Date and separate Performance Fees will be calculated
in respect of each Holding.
Holding Ratio: In relation to each Holding, the Holding Ratio is the
value of the Holding divided by the value of the Managed Assets
as at the date when an addition or withdrawal is made or when a
Performance Fee is paid. For so long as there is only one Holding,
the Holding Ratio is 1.
Net Asset Value the Net Asset Value of the Managed Assets shall
initially be equal to the value of such assets placed with the
Manager as of the close of the Funds business on the Effective
Date, computed as described in the Funds Registration Statement,
and shall thereafter be adjusted to reflect the daily change in the
value of the Managed Assets and cash flows, if any, including
withdrawals from or additions to the Managed Assets by the Fund
and payment of the following expenses due in respect of the
preceding months or Calculation Periods (as the case may be):
the Investment Management Fee, the Performance Fee, and
custodian transaction charges.
Where there are multiple Holdings, the Net Asset Value of a
Holding as of any day shall be determined by multiplying the Net
Asset Value of the Managed Assets by the applicable Holding
Ratio in accordance with sub-paragraph 3.3.
Performance Benchmark means the benchmark comprising 50%
of the return of the Xxxxxx Xxxxxxx Capital International (MSCI)
All Countries World Index, Net Dividends Reinvested as published
by MSCI (Bloomberg Ticker: M1WD or its successor) plus 50% of
the return of Xxxxxx Xxxxxxx Capital International (MSCI) All
Countries World Index, Gross Dividends Reinvested as published
by MSCI (Bloomberg Ticker: M2WD or its successor).
Transitional Period: The Transitional Period for a Holding shall
commence on the Effective Date of such Holding and shall end on
the last day of the calendar month in which a full 60 months of
performance for such Holding has been achieved.
2 Calculation of the Investment Management Fee
The Fund will pay the Manager an asset-based fee calculated
monthly as of the last day of the calendar month by applying the
Fee Rate to the Average Net Assets of each Holding for the month
to which the fee relates and summing the results.
The Investment Management Fee will be paid within 30 days of
the end of the month to which the fee relates and will be pro-
rated for any period that is less than a full calendar month.
3 Calculation and Payment of Performance Fee
For each Calculation Period and upon a withdrawal of all or part of
a Holding, the Performance Fee shall be the higher of zero and the
amount determined using the applicable formula set forth below.
The Performance Fee shall be payable annually in arrears at the
end of the month following the month in which the relevant
Calculation Date occurs. The Performance Fee shall be paid from
the Holding to which the fee relates, except for (i) those fees
payable upon a complete withdrawal of a Holding or if the value
of the Holding is less than the Performance Fee payable, in which
case the fee shall be applied to the remaining Holding(s) on a first-
in-first-out basis and (ii) those Performance Fees payable
subsequent to a complete withdrawal of the Managed Assets.
3.1 Performance Fee-Anniversary Calculation Dates
3.1.1 On each Anniversary Calculation Date of a Holding, the
Performance Fee for such Holding will be the higher of zero and
the amount calculated using the following formula:
18% x Excess Return x Average Net Assets of the relevant
Holding.
3.1.2 For the purposes of determining Excess Return for
Performance Fees calculated on Anniversary Calculation Dates
under sub-paragraph 3.1.1., the return of the relevant Holding
and the return of the Performance Benchmark will be calculated
geometrically and annualized over the applicable Calculation
Period, subject to the following conditions:
(i) the return of the relevant Holding will be
calculated by reference to the Net Asset
Value of the Managed Assets net of any
Investment Management Fees paid directly
by TIP (rather than out of the Managed
Assets) during the Calculation Period; and
(ii) during the Transitional Period, the return of the
Holding will be deemed to be equal to the return of
the Performance Benchmark for the period prior to
the Effective Date of that Holding.
3.2 Performance Fee-On Complete and Partial Withdrawal of
a Holding
3.2.1 A Performance Fee will also be calculated on a withdrawal
of all or part of a Holding and shall become payable at the end of
the month following the month in which such withdrawal
occurred. Where the Fund has multiple Holdings, a partial
withdrawal of Managed Assets shall be applied to the Holdings on
a first-in-first-out basis.
3.2.2 The Performance Fee due on a withdrawal of all or part of
a Holding will be the higher of zero and the amount calculated
using the following formula:
n/365 x (Excess Return for the relevant Calculation Period x 18% x
Average Net Assets of the Holding for the relevant Calculation
Period),
where n is equal to the number of days in the Calculation Period.
3.2.3. Where a withdrawal is allocated to only part of a Holding
(on the first-in-first-out basis), the Performance Fee for that
Holding shall be pro-rated according to the proportion of the
Holding withdrawn.
3.2.4 If a withdrawal is made from a Holding on a date which is
also an Anniversary Calculation Date, a Performance Fee must be
calculated on the amount withdrawn under sub-paragraph 3.2.2.
If only part of the Holding is withdrawn, a Performance Fee will
also be calculated in respect of the remaining assets of the
Holding under sub-paragraph 3.1.1.
3.2.5 For the purposes of determining Excess Return for
Performance Fees calculated in connection with a full or
partial withdrawal of a Holding, the return of a Holding and
the return of the Performance Benchmark must be
calculated geometrically and annualized over the
applicable Calculation Period, subject to the following
conditions:
(i) the return of the Holding will be calculated
by reference to the Net Asset Value of the
Managed Assets net of any Investment
Management Fees paid directly by TIP
(rather than out of the assets of the
Portfolio) during the Calculation Period;
(ii) subject to sub-paragraph 3.2.5 (iii) and (iv),
the annualized return of the Holding (after
any adjustment required under sub-
paragraph 3.2.5 (i)) and the annualized
return of the Performance Benchmark
during the Calculation Period will be
calculated using the following formula:
(1+R1)1/5 x (1+R2)2/5 x (1+R3)3/5 x (1+R4)4/5
x (1+R5) 1/(n/365) -1
Where:
R1, R2, R3 and R4 equal the return of the
Holding or Performance Benchmark (as the
case may be) in the four periods ending on
the first four Anniversary Calculation Dates
in the Calculation Period respectively;
R5 equals the return of the Holding or
Performance Benchmark (as the case may
be) for the period starting on the day after
the last Anniversary Calculation Date before
the withdrawal and ending on the date of
the withdrawal; and
n equals the number of days in the
Calculation Period
(iii) if the Calculation Period is a period
consisting of 12 or fewer months (i.e. where
Excess Return is calculated in connection
with a withdrawal before the first
Anniversary Calculation Date), the return of
the Portfolio and the return of the
Performance Benchmark shall not be
annualized; and
(iv) Where the Calculation Period consists of 48
or fewer months (but more than 12
months), the calculation of the annualized
return of the Holding and the Performance
Benchmark will be adjusted to reflect the
shorter Calculation Period as follows:
(1+R1) (5-X)/5)....... x (1+Rw) 1/(n/365),- 1
Where:
R1 equals the return of the Performance
Benchmark or Holding (as the case may be)
in the period ending on the first Anniversary
Calculation Date;
Rw equals the return of the Performance
Benchmark or Holding (as the case may be)
in the period starting on the day after the
last Anniversary Calculation Date before the
withdrawal and ending on the date of the
withdrawal;
X equals the number of times that the
return of the Holding in the relevant 12-
month period has been used previously to
calculate a Performance Fee for that
Holding on an Anniversary Calculation Date;
and
n equals the number of days in the
Calculation Period.
For example, for a withdrawal falling after
the second and before the third Anniversary
Calculation Date, the formula for
determining the annualized return of a
Holding and the annualized return of the
Performance Benchmark is:
(1+R1)3/5 x (1+R2)4/5 x (1+R3) 1/(n/365) -1
Where:
R1 and R2 equal the return of the Holding or
Performance Benchmark (as the case may
be) in the two periods in the ending on the
first two Calculation Period;
R3 equals the return of the Holding or
Performance Benchmark (as the case may
be) for the period starting on the day after
the second Anniversary Calculation Date
and ending on the date of the withdrawal;
and
n equals the number of days in the
Calculation Period.
3.3 Adjustment of the Holding Ratio for each Holding
Whenever an addition is made to or a withdrawal is made from
the Managed Assets, the Holding Ratio of each Holding will be re-
calculated using the following formula:
Holding Ratio =
NAVH + VH
NAVP + V
Where:
NAVH is equal to the Net Asset Value of an
existing Holding as of the day before the
withdrawal or addition is made or, in
relation to a new Holding created by an
addition to the Portfolio, the value of that
addition to the Portfolio;
VH is equal to the amount (if any) of (1) any
addition which TIP and Manager agree to
treat as part of an existing Holding; or (2) of
any withdrawal allocated to an existing
Holding, provided that where VH represents
a withdrawal, the value of VH will be
negative;
NAVP is equal to the Net Asset Value of the
Managed Assets as of the day before the
addition or withdrawal is made; and
V is equal to the value of the addition or
withdrawal, provided that where V represents a
withdrawal, the value of V will be negative.
3.4 Adjustment to calculation of Average Net Assets
following a withdrawal
3.4.1 Where one or more withdrawals have been
allocated to a Holding during the Calculation Period
prior to the current Calculation Date, the Manager
shall reduce the Net Asset Value of that Holding on
each day according to the percentage of the
Holding which has been withdrawn since that day
for the purposes of determining the Average Net
Assets of that Holding.
For example, if TIP withdraws a third of a Holding
and later makes a second withdrawal of half of the
remaining Holding, the Manager shall make the
following adjustments for the purposes of
calculating the Average Net Assets of Holding:
(i) the Net Asset Value of the Holding as of
each day prior to the first withdrawal shall
be reduced by two thirds (i.e. one third plus
half of the remaining two thirds); and
(ii) the Net Asset Value of each Holding as of
each day falling after the first withdrawal
but before the second withdrawal shall be
reduced by one half.
3.4.2 If a partial withdrawal is made from a Holding on an
Anniversary Calculation Date, the Average Net
Assets of the Holding used to calculate a
Performance Fee on the remainder of the Holding
under sub-paragraph 3.1.1 will be calculated using
the Net Asset Value of the Holding on the first day
of the Calculation Period and on the last Business
Day of each month prior to the withdrawal, in each
case after any adjustment required under sub-
paragraph 3.4.1 and the Net Asset Value of the
Holding on the date of the withdrawal after the
withdrawal has been made.
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