Money Manager Agreement
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 KG Xxxxxxx, LLC, a
registered investment adviser under the Investment Advisers Act of 1940 (the
“Manager”) and is effective as of November 16, 2007 (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)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)determine
what portion of the Managed Assets will be held uninvested; and
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(iii)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)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
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”);
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(iii)the
Manager’s Investment Guidelines (appended to this Agreement as Exhibit B),
which may be amended from time to time through mutual agreement by
TAS and
the Manager;
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(iv)written
instructions and directions of the board of directors of TIP; and
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(v)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 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 (the “Custodian”) and to 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. In Manager's selection of such brokers, Manager may take
into consideration the broker's commission rates or principal spreads, research
capabilities, executions, reliability, efficiency and other
factors. In addition, subject to the approval of TAS and compliance
with Section 28(e) of the Securities Exchange Act of 1934, as amended, in
evaluating the best overall terms available, the Manager may consider the
brokerage and research services provided to the Fund and to the
Manager. The Fund shall be responsible for all brokerage fees and
costs. 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.
(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 the Manager in the manner it considers to be most
equitable and consistent with its fiduciary obligations to the Fund and its
other funds.
(c)The
Custodian. All Managed Assets,
including cash and equivalents, shall be held by the Custodian. The
Manager shall not be liable to the Fund for any action or omission of Custodian;
provided, however, that where the Custodian’s act or omission is required by,
and taken in reliance upon, improper instructions given to the Custodian by
a
properly authorized representative of the Manager, the Manager shall be liable
for the act or omissions of the Manager. “Properly authorized” shall
mean those representatives of the Manager who are authorized, pursuant to the
Fund’s custody agreement with the Custodian, to give instructions to the
Custodian under such custody agreement. The Fund agrees to be
responsible for any custodial fees.
0.Xxxxxxxxxx
Fees; Expenses
(a)Management
Fees. Exhibit A 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.
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 the 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. The Fund agrees to indemnify and hold the Manager harmless
against all damages, costs and expenses, including reasonable attorney's fees,
incurred by it in the course of any threatened or actual litigation,
arbitrations or administrative proceedings brought by a shareholder,
beneficiary, governmental agency or any other person pertaining to the Managed
Assets or otherwise relating to this Agreement; provided, however, that the
Fund
shall not be liable in any such case to the extent that, in the final judgment
of a court of competent jurisdiction, it is adjudicated that (i) the Manager’s
action or omission was not prudent or otherwise violated the provisions of
this
Agreement or applicable law, or (ii) the Manager’s action or omission
constituted willful misfeasance, bad faith, or gross negligence with respect
to,
or reckless disregard of, the Manager’s obligations and duties under this
Agreement.
9.Representations
and Undertakings
(a)The
Manager hereby confirms to the Fund that the Manager is registered as an
investment adviser under the Investment Advisers Act of 1940, 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.
(d)TIP
acknowledges receipt 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.
(f)
To
facilitate the Manager’s fulfillment of its obligations under this Agreement,
TIP undertakes the following:
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(i)
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TIP
will promptly provide the Manager with amendments or supplements,
if any,
to TIP’s prospectus or Statement of Additional Information applicable to
the Managed Assets;
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(ii)
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TIP
will promptly notify the Manager expressly in writing of changes,
if any,
in the fundamental and non-fundamental investment policies of the
Managed
Assets; and
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(iii)
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TIP
will promptly provide the Manager with guidelines and procedures,
if any,
applicable to the Manager or the Managed Assets adopted from time
to time
by the board of directors of TIP and will promptly provide the Manager
copies of any amendments thereto.
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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:TIFF
Investment Program, Inc.
c/o
TIFF Advisory Services, Inc.
Four
Tower Bridge
000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
X.
Xxxxxxxxxxxx,
XX 00000
Fax:000.000.0000
Manager:KG
Xxxxxxx, LLC
00
Xxxxx Xxxxxx Xxxxx
Xxxxx
0000
Xxxxxxx,
XX 00000-0000
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 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.
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.
On
behalf
of the Fund by theKG Xxxxxxx, LLC
TIFF
Investment Program, Inc.
/s/
Xxxxxxxx X. Maestro/s/ Xxx X. Xxxxxxx
SignatureSignature
_Richelle
S. Maestro / VP _________Kim X. Xxxxxxx, CEO
Print
Name/TitlePrint Name/Title
Exhibit
A
to
Money
Manager Agreement between
KG
Xxxxxxx, LLC and TIFF Multi-Asset Fund
Fee
Calculation
Compensation*
As
compensation for the services
performed and the facilities and personnel provided by the Manager pursuant
to
this Agreement, the Fund will pay to the Manager a monthly fee according to
the
following formula:
100
bps +
0.20 x (Excess Return – 250 bps); floor = 50 bps, cap = 250 bps
Fee
Schedule*
The
Manager will earn a fee equal to
1/12 of the formula set forth in “Compensation” above based on (i) the previous
12 calendar months’ (starting on the first day and ending on the last day in
such 12-month period) excess performance times (ii) the average daily assets
for
the previous 12 months (such average to be calculated with respect to the
12-month period that begins 1 day prior to the first day, and ends 1 day prior
to the last day, of the 12-month period described
in clause
(i)).
*This
new Agreement has been entered
into following a termination resulting from an assignment of the previous
agreement between the parties, dated as of June 10, 2003, as amended March
10,
2004, and shall not be considered an early termination under the provisions
of
the previous agreement. The compensation and fee schedule that were
in effect at the time of the termination of the previous agreement and the
compensation and fee schedule set forth herein are identical, and the fees
payable to the Manager hereunder shall be calculated using the applicable
measuring periods as though there was no termination.
Certain
Defined Terms
“Excess
Return” shall mean the return of
the Manager that exceeds the return of the benchmark.
“Managed
Assets” shall mean the portion
of the Fund’s assets allocated to the Manager.
Early
Termination
If
the Manager ceases to render services
hereunder at any time, the Manager shall be entitled to a fee for services
rendered hereunder for the period for which it has not yet received compensation
equal to 50 bps (if termination is by the Manager) or 75 bps (if termination
is
by the Fund) based on the average daily Managed Assets for the period, on or
about the tenth day of the month following the month in which the Manager ceased
to render services.
Exhibit
B
to
Money
Manager Agreement between
KG
Xxxxxxx, LLC and TIFF Multi-Asset Fund
Manager’s
Investment Guidelines
Investments
for the Managed Assets will be concentrated primarily in real estate related
securities, including securities of companies whose principal activities include
development, ownership, construction, management or sale of real estate in
the
United States or Canada. It is currently anticipated that Manager
will invest the Managed Assets primarily in shares of real estate investment
trust (“REITs”). REITs are generally classified as Equity REITs,
Mortgage REITs and Hybrid REITs. Equity REITs generally invest the
majority of their assets in real property and derive their income primarily
from
rents. Mortgage REITs generally invest the majority of their assets
in loans secured by real estate and derive their income primarily from interest
payments. Hybrid REITs generally combine the characteristics of
Equity and Mortgage REITs. Manager intends to invest primarily in
Equity REITs. Manager may invest from time to time in: (i) Mortgage
or Hybrid REITs; and (ii) other real estate industry companies.
Manager
shall have sole and complete discretion over the investment and reinvestment
of
the Managed Assets from time to time; provided, however, that not more than
15%
of the Managed Assets (determined based upon market values at the time of
purchase) shall be invested in securities of any one issuer and not more than
10% of the Managed Assets (determined based upon market values at the time
of
purchase) shall be invested in cash or cash equivalents.
If,
at
any time after the purchase of securities, the Fund is not in compliance with
the foregoing restrictions due to fluctuating market values, subsequent
transactions, or any other cause, Manager shall, as soon as reasonably
practicable and prudent, rebalance the Managed Assets to bring the same into
compliance with such restrictions. There will be no sector
limitations within the real estate securities market.
