Money Manager Agreement
Exhibit
99 (d21)
This Agreement is between the TIFF
Investment Program, Inc. (“TIP”), a Maryland corporation, for its TIFF
Multi-Asset Fund and such other of its Funds as TIP and the Manager (as defined
below) may agree upon from time to time (the “Fund”), and Southeastern Asset
Management, Inc. (the “Manager”), a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is
effective as of June 18, 2009 (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
The Fund 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 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 directors 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). The Fund grants the Manager authority to:
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(i)
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acquire
(by purchase, exchange, subscription, or otherwise), to hold, and to
dispose of (by sale, exchange, or otherwise) securities and other
investments;
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(ii)
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determine
what portion of the Managed Assets will be held uninvested;
and
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(iii)
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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.
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(c) Power of
Attorney. To enable the Manager to exercise fully 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. Except as expressly authorized herein, the Manager
shall for all purposes be deemed to be an independent contractor and 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.
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 (the “Requirements”):
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(i)
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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;
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(ii)
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TIP’s
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 common stock in the
Fund, as such Registration Statement may be amended from time to time (the
“Registration Statement”) insofar as specifically stipulated in this
Agreement or otherwise in writing to the
Manager;
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(iii)
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the
Manager’s Investment Guidelines (appended to this Agreement as Exhibit A),
which may be amended from time to time through mutual agreement by TAS and
the Manager;
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(iv)
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written
instructions and directions of the board of directors of TIP;
and
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(v)
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written
instructions and directions of TAS.
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(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
Manager’s 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 as the Fund may reasonably specify to effect
compliance.
(c) Responsibility with Respect to
Performance of Duties. In performing its duties under this
Agreement, the Manager will act solely in the interests of 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.
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 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 Fund's request. Upon termination of this
Agreement, the Manager shall promptly return records that are the Fund's
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 Fund's 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 directors 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 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, or any of its “affiliated persons,” as defined in the 1940 Act, will
act as principal or receive any compensation in connection with the purchase or
sale of investments by the Fund other than the management fees provided for in
Section 6 hereof. 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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(b) Aggregating
Orders. On occasions when the Manager deems the purchase or
sale of a security to be in the best interest of Fund as well as other advisory
funds 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 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 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 custodian transaction charges) of the
Managed Assets, computed as described in the Fund’s Registration Statement,
pursuant to this Agreement.
(b) Expenses. The
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. The Manager shall not have responsibility
for calculating the Net Asset Value of the Fund’s portfolio, but must daily
review the pricing of the Managed Assets. The Fund shall pay
directly, or, if the Manager makes payment, reimburse the Manager for, (i)
custodial fees for the Managed Assets, (ii) brokerage commissions, issue and
transfer taxes and other costs of securities transactions to which the Fund is a
party, including any portion of such commissions attributable to research and
brokerage services; and (iii) 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.
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7. Non-Exclusivity of
Services
The Manager is free to act for
its own account and to provide investment management services to
others. The Fund acknowledges that the Manager and its officers and
employees, and the 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 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 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 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.
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.
9. Representations
(a) The
Manager hereby confirms 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 complies in all material respects with all applicable
laws, both federal and state.
(c) TIP hereby
confirms to the Manager that it has full power and authority to enter into 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.
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(d) TIP
acknowledges receipt of Part II of the Manager’s 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
state and federal securities laws and regulations.
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 directors of TIP or by a vote of a majority of
the Fund’s outstanding voting securities (as defined in the 1940 Act), or (b) 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
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.
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:
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TIFF
Investment Program
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c/o
TIFF Advisory Services, Inc.
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Attn: General
Counsel
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Four
Tower Bridge
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000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
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Xxxx
Xxxxxxxxxxxx, XX 00000
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Fax:
000-000-0000
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Manager:
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Southeastern
Asset Management, Inc.
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0000
Xxxxxx Xxxxxx, Xxxxx 000
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Xxxxxxx,
XX 00000
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Fax: 000-000-0000
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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 Pennsylvania 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 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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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, Inc.,
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Southeastern
Asset Management, Inc.
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on
behalf of the Fund
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/s/ Xxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxx
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Signature
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Signature
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Xxxx X. Xxxxxx, Secretary
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Xxxxxx X. Xxx, Treasurer
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Print
Name/Title
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Print
Name/Title
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Schedule
I to Money Manager Agreement
between
TIFF
Investment Program, Inc. and
Southeastern
Asset Management, Inc.
Fee
Calculation
Compensation
As
compensation for the services performed and the facilities and personnel
provided by the Manager to TIFF Multi-Asset Fund pursuant to this Agreement, the
Fund will pay to the Manager a fee according to the following
formula:
With
respect to that portion of the Managed Assets comprising the global equity
portfolio:
1% per
annum on all assets in the global equity portfolio.
With
respect to that portion of the Managed Assets comprising the Japan-only equity
portfolio:
1.50% per
annum on the first $50 million in the Japan-only equity portfolio;
1.25% per
annum on the next $50 million in the Japan-only equity portfolio;
1.00% per
annum on the remaining assets in the Japan-only portfolio.
For
purposes of determining the applicable fee rate for the Managed Assets
comprising the Japan-only equity portfolio, the Managed Assets in the Japan-only
equity portfolio and the assets in any other Japan-only equity account
separately managed by the Manager for any other fund bearing the TIFF name shall
be aggregated.
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