Second Amended and Restated Schedule I Dated as of December 10, 2008 to the Amended and Restated Money Manager Agreement Dated as of July 1, 2007 between Marathon Asset Management, LLP and TIFF Investment Program, Inc. for its TIFF Multi-Asset Fund
Second
Amended and Restated Schedule I
Dated
as
of December 10, 2008
to
the
Amended
and Restated Money Manager Agreement
Dated
as
of July 1, 2007
between
Marathon
Asset Management, LLP and
TIFF
Investment Program, Inc. for its TIFF Multi-Asset Fund
Pursuant
to Section 11 of the Amended and Restated Money Manager Agreement between
Marathon Asset Management, LLP (“Marathon”), and TIFF Investment Program, Inc.
for its TIFF Multi-Asset Fund, dated as of July 1, 2007 (the “Agreement”), the
parties hereto, intending to be legally bound, hereby agree that, effective
as
of December 10, 2008, or such later date as the parties may mutually agree,
Schedule I of the Agreement shall be amended and replaced in its entirety with
the Schedule I set forth below.
Capitalized
terms used but not defined herein shall have the meanings set forth in the
Agreement.
Schedule
I
Fee
Calculation
At
or
about October 31, 2008, the Fund placed additional assets with the Manager
and
the Manager agreed to provide investment management services with respect to
such additional assets, which assets, together with the Fund’s assets managed by
the Manager prior to the Effective Date (as defined below), constitute the
Managed Assets. Solely for purposes of calculating the fees payable
to the Manager pursuant to this Amended and Restated Schedule I, the Managed
Assets managed by the Manager prior to the Effective Date shall be referred
to
herein as Sub-Account I Managed Assets and the Managed Assets placed with the
Manager on the Effective Date (and any additions thereto) shall be referred
to
herein as Sub-Account II Managed Assets. Any Managed Assets that the
Fund withdraws from the Manager after the Effective Date shall be withdrawn
first from the Sub-Account II Managed Assets and after a complete withdrawal
of
Sub-Account II Managed Assets then from the Sub-Account I Managed
Assets. Any additional assets placed with the Manager after the
Effective Date shall be added to Sub-Account II Managed Assets and shall be
subject to the same fee schedule applicable to the Sub-Account II Managed
Assets.
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 with respect to the Sub-Account I Managed Assets and a fee with respect
to
the Sub-Account II Managed Assets, as set forth below.
Fee
Calculation with respect to Sub-Account I Managed Assets: With
respect to the Sub-Account I Managed Assets, the Fund will pay to the Manager
a
fee applied to the average daily net assets of the Sub-Account I Managed Assets
as provided in section 6(a) of the Agreement according to the following
formula:
Fee
= 40
basis points + [0.167 x (Excess Return – 140 basis points)] subject to a floor
of 15 basis points and a cap of 160 basis points.
The
Fund
shall provide to the Manager each month the results of the average daily net
assets calculation for the immediately preceding month and, unless promptly
deemed unreasonable by the Manager, such average daily net assets shall be
used
for the purposes of calculating the fees with respect to Sub-Account I Managed
Assets. In the event that Marathon objects to the average daily net
assets calculation, the parties agree to work together to determine the correct
calculation.
Fee
Calculation with respect to Sub-Account II Managed Assets: With
respect to the Sub-Account II Managed Assets, the Fund will pay to 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. For purposes of calculating the fees payable to the
Manager with respect to the Sub-Account II Managed Assets, the provisions of
section 6(a) of the Agreement shall not apply.
Definitions
related to Fee Calculations with respect to Sub-Account II Managed Assets
Average
Net Assets: The net asset value of the Sub-Account II Managed Assets shall
initially be equal to the value of such assets placed with the Manager as of
the
close of the Fund’s 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 Sub-Account II Managed Assets by
the
Fund and payment of the following expenses: the Investment Management Fee,
the
Performance Based Fee, custodian transaction charges, such legal costs and
expenses paid directly by the Fund or reimbursed to the Manager (pursuant to
section 6(b) of the Agreement as (i) “other costs of securities transactions to
which the Fund is a party” and (ii) “non-recurring special out-of-pocket costs
and expenses as may be authorized in advance by the Fund”) and incurred in
association with the acquisition or disposition of securities for the
Sub-Account II Managed Assets or the defense of legal rights with respect to
securities in the Sub-Account II Managed Assets). Average Net Assets
means the average of the daily net asset values of the Sub-Account II Managed
Assets for the applicable period. The Fund shall provide to the
Manager each month the results of the Average Net Assets calculation for the
immediately preceding month and, unless promptly deemed unreasonable by the
Manager, such Average Net Assets shall be used for the purposes of calculating
the fees with respect to Sub-Account II Managed Assets. In the event
that Marathon objects to the Average Net Assets calculation, the parties agree
to work together to determine the correct calculation.
Effective
Date: The Effective Date is October 31, 2008.
Excess
Return: Excess Return is the arithmetic difference between the annualized
performance of the Sub-Account II Managed Assets during the applicable period,
calculated geometrically, and the annualized performance of the Xxxxxx Xxxxxxx
Capital International All Country World Index (net) during the same period,
calculated geometrically.
Final
Performance Period: With respect to any withdrawal of Sub-Account II
Managed Assets by the Fund during the Transitional Period, the Final Performance
Period shall be the period commencing on the Effective Date through the date
of
the complete withdrawal of the Sub-Account II Managed Assets from the
Manager. With respect to any withdrawal of Sub-Account II Managed
Assets by the Fund during the Post-Transitional Period, the Final Performance
Period shall be the period that is 60 full calendar months prior to the date
of
the complete withdrawal of the Sub-Account II Managed Assets from the Manager
plus the partial month through such withdrawal date.
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.
Transitional
Period: The Transitional Period shall commence on the Effective Date
and shall end on the last day of the calendar month in which a full 60 months
of
performance has been achieved.
Investment
Management Fee with respect to Sub-Account II Managed Assets: The
Fund will pay the Manager an asset based fee of 35 basis points (0.35%) per
annum, calculated monthly as of the last day of the calendar month based on
the
Average Net Assets of the Sub-Account II Managed Assets for the month to which
the fee relates. The Investment Management Fee will be paid by the
tenth business day of the following month and 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 Sub-Account II Managed
Assets: For each period and upon a complete withdrawal of the
Sub-Account II Managed Assets, the Performance Based Fee shall be the higher
of
zero and 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 Sub-Account II Managed Assets,
in
the month that follows such withdrawal.
Performance
Based Fee with respect to Sub-Account II Managed Assets—Transitional
Period:
Period
1
(commences on the Effective Date and ends on the last day of the 12th
full
calendar month after the Effective Date): Period 1 Excess Return x
20% x Period 1 Average Net Assets.
Period
2
(commences on the Effective Date and ends on the last day of the 24th
full
calendar month after the Effective Date): (2 x Period 2 Excess Return
x 20% x Period 2 Average Net Assets) – Performance Based Fee paid
to-date.
Period
3
(commences on the Effective Date and ends on the last day of the 36th
full
calendar month after the Effective Date): (3 x Period 3 Excess Return
x 20% x Period 3 Average Net Assets) – Performance Based Fee paid
to-date.
Period
4
(commences on the Effective Date and ends on the last day of the 48th
full
calendar month after the Effective Date): (4 x Period 4 Excess Return
x 20% x Period 4 Average Net Assets) – Performance Based Fee paid
to-date.
Period
5
(commences on the Effective Date and ends on the last day of the 60th
full
calendar month after the Effective Date): (5 x Period 5 Excess Return
x 20% x Period 5 Average Net Assets) – Performance Based Fee paid
to-date.
Performance
Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional
Period:
For
each
period: Excess Return for the 60 month period just ended x 20% x Average Net
Assets for the 60 month period just ended.
Performance
Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal
of Sub-Account II Managed Assets
Final
Performance Based Fee: (Excess Return for the Final Performance
Period x 20% x Average Net Assets for the Final Performance Period) x (the
number of days since the end of the 60 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 Sub-Account II
Managed Assets during the Transitional Period, the Final Performance Based
Fee
shall be: (Excess Return for the Final Performance Period x 20% x Average Net
Assets for the Final Performance Period) x (the number of days since the
Effective Date through the withdrawal / 365).
Agreed
and
Accepted:
Agreed and Accepted:
TIFF
Investment Program,
Inc.
Marathon Asset Management, LLP
for
its
TIFF Multi-Asset Fund
By:
__/s/Xxxx X.
Leiter_____________
By:
__/s/ Xxxx Ostrer________
Name:
Xxxx X.
Xxxxxx
Name: Xxxx Xxxxxx
Title:
Secretary
Title: Member
