Money Manager Agreement
Exhibit
99.77Q1(e)2 Mission Value Partners and International Equity Fund
This Agreement is between the TIFF
Investment Program, Inc. (“TIP”), a Maryland corporation, for its TIFF
International Equity Fund (the “Fund”), and Mission Value Partners, L.L.C. (the
“Manager”), a registered investment adviser under the Investment Advisers Act of
1940, as amended (the “Advisers Act”), and is effective as of June 1, 2010 (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 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). TIP, acting on behalf of 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 the
Manager of its duties hereunder.
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(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. 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. Subject
to Section 3(b), 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 (the “Code”), 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”);
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(iii)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)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. Notwithstanding Section 3(a), 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 instructions from TIP sufficient to ascertain the
applicability of such Requirements. It is understood and agreed that
the Manager shall not be responsible under this Agreement for monitoring the
Fund’s overall compliance with any provision of the 1940 Act, the Code or any
other federal or state law or regulation, nor shall it be responsible for
monitoring the Fund’s overall compliance with the diversification requirements
under the 1940 Act or the Code. 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 or TAS 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.
(d)Delivery of Registration
Statement. TIP shall provide the Registration Statement and
all amendments thereto to the Manager promptly after the filing thereof.
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. Notwithstanding the foregoing, 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 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 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 thirty days after the end of the period to which the fee
relates. 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.
(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 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 and expenses 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 but not any portion of such commissions
attributable to any services which do not constitute brokerage or research
services; 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 to
others. The Fund acknowledges that the Manager and its officers and
employees, and the Manager's other clients (including funds sponsored by the
Manager), 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 of the
Manager. 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
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 is in
material compliance with all applicable laws, both federal and
state.
(c)TIP hereby confirms to the Manager that TIP is
registered as an investment company under the 1940 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 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 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.
(f) TIP
represents that all of the Fund’s current shareholders are “qualified clients,”
in accordance with in Rule 205-3 under the Advisers Act, and all of the Fund’s
shareholders will be “qualified clients” for so long as the Manager performs
services under this Agreement pursuant to a fee schedule not meeting the
requirements of Section 205(b) of the Advisers Act.
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)
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
c/o TIFF Advisory
Services, Inc.
Attn: General
Counsel
Four
Tower Bridge
000 Xxxx Xxxxxx Xxxxx, Xxxxx
000
Xxxx Xxxxxxxxxxxx, XX
00000
Fax: 000-000-0000
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Manager:Mission
Value Partners, L.L.C.
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000 Xxxxx
Xxxxxx Xxxx, Xxxxx X
Xxxxxx,
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 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 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, Inc.,Mission Value Partners, L.L.C.
on behalf
of its TIFF International Equity Fund
/s/ Xxxxx Xxxxxxxxx/s/ Xxxxxx XxXxxxxxx SignatureSignature
Xxxxx
Xxxxxxxxx, Vice PresidentXxxxxx XxXxxxxxx, President
Print
Name/TitlePrint Name/Title
Schedule
I
Dated as
of June 1, 2010
to
the
Money
Manager Agreement (the “Agreement”)
Dated as
of June 1, 2010
Between
Mission
Value Partners, L.L.C. (the “Manager”) and
TIFF
Investment Program, Inc. for its TIFF International Equity Fund (the
“Fund”)
As
compensation for the services performed and the facilities and personnel
provided by the Manager pursuant to the 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 Based Fee”), each as
described below.
Capitalized
terms used throughout this schedule shall have the meanings given to them in the
Agreement or as otherwise defined herein.
Definitions
Related to Fee Calculations
Average Net Assets: Average
Net Assets means the average of the daily net asset values (gross of expenses
except custodian transaction charges) of the Managed Assets for the applicable
period.
Base Fee Rate: The
Base Fee Rate is a blended rate calculated by applying:
1.00% on the first $100,000,000 of TAS
Assets;
0.75% on the next $100,000,000 of TAS
Assets;
0.50% on the next $100,000,000 of TAS
Assets;
0.25% on all TAS Assets in excess of
$300,000,000;
summing
the result of each calculation and dividing by TAS Assets to determine an
effective fee rate, which shall be the Base Fee Rate.
Excess Return: Excess Return
is the arithmetic difference between the annualized performance of the Managed
Assets during the applicable period, calculated geometrically, and the
annualized performance of the Hurdle during the same period, calculated
geometrically.
Final Performance
Period: With respect to a complete withdrawal of Managed
Assets by the Fund during the Transitional Period, the Final Performance Period
shall be the period commencing on the Start Date through the date of the
complete withdrawal of the Managed Assets from the Manager. With
respect to a complete withdrawal of Managed Assets by the Fund during the
Post-Transitional Period, the Final Performance Period shall be the period that
is 36 full calendar months prior to the date of the complete withdrawal of the
Managed Assets from the Manager plus the partial month through such withdrawal
date.
Hurdle: The Hurdle for any
period is the average monthly change in CPI Urban Consumers Index (as reported
by the U.S Bureau of Labor Statistics in the month in which the Performance
Based Fee for such period is calculated and paid) in the 36 months ending in the
month containing the end date of the period, multiplied by 12, with the
result of the calculation rounded to the nearest tenth of a percent, plus the Spread. The Fund and
the Manager may determine this method for calculating the Hurdle has become
unsatisfactory, in which case it may be amended in accordance with section 11 of
the Agreement.
Mission Value
Assets: Mission Value Assets for any period means the average
of the total assets under management of the Manager and any of its affiliates at
the end of each of the last twelve months of the period.
Post-Transitional Period: The
Post-Transitional Period shall commence on the first day of the month that
immediately follows the last day of the Transitional Period.
Spread: If Mission
Value Assets are…
Less than or equal to
$500,000,000, the
Spread is 2.00%;
Greater than $500,000,000 up to
$750,000,000, the
Spread is 3.00%;
Greater than
$750,000,000, the
Spread is 4.00%.
Start Date: The
Start Date is the first day of the first full calendar month after the month in
which the Managed Assets are placed with the Manager. This definition shall
apply differently to Managed Assets placed with the Manager on different
dates.
TAS Assets: TAS
Assets for any period means the daily average over the period of the total
assets of funds advised by TIFF Advisory Services, Inc., or its affiliates
managed by the Manager or its affiliates, whether through a separate account or
an interest in a pooled investment fund. For assets invested in
pooled investment funds, the average will be approximated using the value of the
assets in such pooled investment fund at the opening of the period, adjusted by
any contributions or withdrawals during the period.
Transitional
Period: The Transitional Period shall commence on the Start
Date and shall end on the last day of the calendar month in which a full 36
months of performance has been achieved.
Investment
Management Fee with respect to Managed Assets. The Fund will pay the
Manager a monthly asset based fee equal to the Base Fee Rate divided by 12 multiplied by the Average Net
Assets of the Managed Assets for the month to which the fee
relates. The Investment Management Fee will be pro-rated for any
period that is less than a full calendar month.
Calculation
and Payment of Performance Based Fee with respect to Managed Assets. For each period and
upon a complete withdrawal of the Managed Assets, the Performance Based Fee
shall be the higher of (i) zero and (ii) the amount determined using the
applicable formula set forth below. The Performance Based Fee shall
be payable annually in arrears commencing in the month that follows the last
calendar month in Period 1 (as defined below) and each year thereafter in the
same calendar month of the year or, in the event of a complete withdrawal of
Managed Assets, in the month that follows such withdrawal.
Performance
Based Fee with respect to Managed Assets—Transitional Period:
Period 1
(commences on the Start Date and ends on the last day of the 12th full calendar
month after the Start Date): (the lesser of (i) Period 1 Excess
Return x 10% or (ii) 1.00%) x Period 1 Average Net Assets.
Period 2
(commences on the Start Date and ends on the last day of the 24th full calendar
month after the Start Date): (2 x (the lesser of (i) Period 2 Excess
Return x 10% or (ii) 1.00%) x Period 2 Average Net Assets) – Performance Based
Fee paid to-date.
Period 3
(commences on the Start Date and ends on the last day of the 36th full calendar
month after the Start Date): (3 x (the lesser of (i) Period 3 Excess
Return x 10% or (ii) 1.00%) x Period 3 Average Net Assets) – Performance Based
Fee paid to-date.
Performance
Based Fee with respect to Managed Assets—Post-Transitional Period:
For each
period: (the lesser of (i) the Excess Return for the 36 month period just ended
x 10% or (ii) 1.00%) x Average Net Assets for the 36 month period just
ended.
Performance
Based Fee with respect to Managed Assets—At Complete Withdrawal of Managed
Assets:
Final
Performance Based Fee: ((the lesser of (i) the Excess Return for the
Final Performance Period x 10% or (ii) 1.00%) x Average Net Assets for the Final
Performance Period) x (the number of days since the end of the 36 month period
to which last annual calculation of the Performance Based Fee related through
the withdrawal date / 365); provided, however, that for any complete withdrawal
of Managed Assets during the Transitional Period, the Final Performance Based
Fee shall be: ((the lesser of (i) the Excess Return for the Final Performance
Period x 10% or (ii) 1.00%) x Average Net Assets for the Final Performance
Period) x (the number of days since the Start Date through the withdrawal / 365)
– Performance Based Fee paid to-date.
Agreed
and
Accepted: Agreed
and Accepted:
TIFF
Investment Program,
Inc. Mission
Value Partners, L.L.C.
for its
TIFF International Equity Fund
By: _/s/
Xxxxx
Lundstrom_________ By: ____/s/
Xxxxxx McDermott____
Name: Xxxxx
Xxxxxxxxx Name: Xxxxxx
XxXxxxxxx
Title: Vice
President Title: President
