Money Manager Agreement
This agreement (the Agreement) is between TIFF
Investment Program, Inc. (TIP), a Maryland corporation, for its
TIFF Multi-Asset Fund (the Fund), and Lansdowne Partners
(UK) LLP (the Manager), the Manager being a registered
investment adviser under the Investment Advisers Act of 1940,
as amended (the Advisers Act), and is effective at the earlier of
(A) 00:00 hours (British Summer Time) on 1 July 2014,
provided that the Manager succeeds to the business of
Lansdowne Partners Limited Partnership; or (B) 00:00 hours
(British Summer Time) on the day on which the Manager
succeeds to the business of Lansdowne Partners Limited
Partnership, where the Manager has not succeeded to such
business on or before 1 July 2014; or (C) at such other time
and/or on such other date as may be agreed between the parties
(the Effective Time).
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.
Now, therefore, the parties 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. As an open-end management investment
company registered under the 1940 Act, the Fund may make
additions to or withdraw all or any portion of the Managed
Assets from this management arrangement at any time;
provided, however, that the Fund will endeavor to provide
ninety (90) days notice to the Manager prior to any withdrawal.
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).
This Agreement has been entered into following a
termination resulting from an assignment of the previous
agreement between TIFF Investment Program Inc. for its TIFF
Multi Asset Fund and the predecessor to the Manager, dated as
of January 1, 2012. The parties agree that notwithstanding the
termination, their relationship shall continue as through there
were no termination and that for all purposes, including, but
not limited to, recordkeeping, reporting, and performance
measurement, the inception date of the account shall be
deemed to be January 1, 2012.
(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:
(i) acquire (by purchase, exchange,
subscription, or otherwise), hold, and
dispose of (by sale, exchange, or
otherwise) securities and other
investments;
(ii) determine what portion of the Managed
Assets will be held uninvested; and
(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.
(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 in accordance with the Investment
Guidelines 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):
(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;
(ii) TIPs 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) as such
requirements have been memorialized in
the Investment Guidelines, the policies
and procedures of the Fund provided to
the Manager from time to time, or
otherwise in writing to the Manager;
(iii) the Managers Investment Guidelines,
which may be amended from time to
time through mutual agreement by TAS
and the Manager;
(iv) written instructions and directions of the
board of directors of TIP; and
(v) written instructions and directions of
TAS,
provided that any instructions given under (iv)
and (v) above are not contrary to any applicable
law or regulation.
(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 Managers 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
or regulation 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.
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
Funds request. Upon termination of this Agreement, the
Manager shall promptly return records that are the Funds
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 Funds custodian (as such entity is identified in
the Registration Statement from time to time) 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 result, including,
without limitation, considering 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.
(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 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 Funds Registration Statement. Management
Fees payable hereunder shall be exclusive of any value added
(or similar) tax which, if payable, shall be paid by the Fund.
(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 Funds portfolio, but
must review daily the pricing of the Managed Assets as
provided by or on behalf of the Funds. 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 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 Managers other clients, 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. 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
Managers affiliates act as financial advisor, 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 Manager agrees to indemnify and hold harmless the Fund,
TIP and TAS from any loss, damage, cost or expense arising
from any act or omission or default of Lansdowne Partners
Limited Partnership in the performance of the Money Manager
Agreement between TIFF Investment Program, Inc. for its
TIFF Multi-Asset Fund and Lansdowne Partners Limited
Partnership dated January 1, 2012.
9. Representations
(a) The Manager hereby represents to the Fund that,
in reliance on Section 203(g) of the Advisers Act as a
successor to Lansdowne Partners Limited Partnership, 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 represents to the Manager 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 Parts 2A and B of
Lansdowne Partners Limited Partnerships Form ADV and
Commodity Trading Advisor (CTA) Disclosure Document (if
applicable) and that TIP will be provided with Part 2A and B of
the Managers Form ADV and CTA Disclosure Document (if
applicable) promptly after filing with the SEC.
(e) TIP represents that TIP and the Fund are in
material compliance with all applicable laws and regulations,
both federal and state.
(f) The Manager represents that it shall notify TIP of
any additions to or withdrawals of partners from the Manager
within a reasonable time after such additions or withdrawals
but no less frequently than annually.
(g) The Manager represents that the fee schedule set
forth in this Agreement is not higher than the fee schedule in
effect for any other separately managed client account that has
a substantially similar investment mandate to the Fund,
managed by the Manager or its affiliates. The Manager agrees
that if at any time it or any of its affiliates agrees to a fee
schedule that is lower than the fee schedule set forth in this
Agreement, it will promptly offer such lower fee schedule to
the Fund.
10. Term
This Agreement shall continue in effect for a
period of one (1) year 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 notwithstanding the provisions of
Section 1 above, this Agreement may be terminated without
the payment of any penalty, by (a) the Fund with regard to any
or all of the account assets, if a decision to terminate is made
by the board of directors of TIP or by a vote of a majority of
the outstanding voting securities (as defined in the 0000 Xxx)
of the Fund, or (b) the Manager, in each case, on sixty (60)
days written notice from the terminating party.
This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
11. Amendment
Except as otherwise provided in the 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. Any such
amendment must be in writing and signed by each party.
12. Notices
Notices or other communications required to be given
pursuant to this Agreement shall be deemed duly given when
delivered electronically, in writing or sent by fax or five
business days after mailing registered mail postage prepaid as
follows:
Fund: TIFF Investment Program
c/o TIFF Advisory Services, Inc.
Attn: General Counsel
000 X. Xxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
Fax: x0 000-000-0000
Email: xxxxx@xxxx.xxx with a copy to
xxxxxxxx@xxxx.xxx
Manager: Lansdowne Partners (UK) LLP
c/o Lansdowne Partners Limited
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0XX
Fax: x00 00 0000 0000
Email: xxxxxxx@xxxxxxxxxxxxxxxxx.xxx
with a copy to xxxxxxx@xxxxxxxxxxxxxxxxx.xxx
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 the other 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 Time
specified in the first paragraph of this Agreement.
On behalf of Fund by the On
behalf of
TIFF Investment Program, Inc.
La
nsdo
wne
Part
ners
(UK
)
LLP
/s/ Xxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
Signature
Signature
Xxxx X. Xxxxx, CFO
Xxxxxx Xxxxx, Member
Print Name/Title
Print Name/Title
Schedule I
to the
Money Manager Agreement (the Agreement) Effective at the
earlier of (A) 00:00 hours (British Summer Time) on 1 July
2014, provided that the Manager succeeds to the business of
Lansdowne Partners Limited Partnership; or (B) 00:00 hours
(British Summer Time) on the day on which the Manager
succeeds to the business of Lansdowne Partners Limited
Partnership, where the Manager has not succeeded to such
business on or before 1 July 2014; or (C) at such other time
and/or on such other date as may be agreed between the parties
(the Effective Time)
Between
Lansdowne Partners (UK) LLP (the Manager) and
TIFF Investment Program, Inc. for its TIFF Multi-Asset 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
according to the following formula:
0.80% per annum on the Managed Assets.
All capitalized terms used but not defined in this Schedule I
shall have the meanings ascribed to them in the Agreement.
Agreed and Accepted:
Agreed and Accepted:
TIFF Investment Program, Inc.
Lan
sdowne Partners (UK) LLP
for its TIFF Multi-Asset Fund
By: __/s/ Xxxx X. Lezon__________ By:
__/s/ Stuart Roden____________
Name: Xxxx X. Xxxxx
Name: Xxxxxx Xxxxx
Title: CFO
Title: Member
