Money Manager Agreement
This agreement (the Agreement) is between TIFF Investment
Program (TIP), a Delaware statutory trust, for its TIFF Multi-Asset Fund
(the Fund), and Kopernik Global Investors, LLC (the Manager), a
registered investment adviser under the Investment Advisers Act of
1940, as amended (the Advisers Act), and is effective as of December
16, 2014 (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
trustees 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 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 beneficial interest in the Fund, as
such Registration Statement may be amended
from time to time (the Registration Statement);
(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 trustees of TIP; and
(v) written instructions and directions of TAS.
(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.
(d) Valuation. The Manager shall not be responsible for
calculating the Net Asset Value of the Funds portfolio or making final
decisions on the value of portfolio securities used to calculate such net
asset value, but must review regularly the pricing of the Managed
Assets as made available by or on behalf of the Fund. The Manager
agrees to notify the Fund promptly if the Manager reasonably believes
that the value of any portfolio security comprising the Managed Assets
may not reflect fair value. The Manager agrees to provide upon request
any pricing information of which the Manager is aware to the Fund, to
TAS, or to the Funds administrator to assist in the determination of the
fair value of any portfolio security for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or the Funds valuation procedures for the purpose of calculating the
Funds Net Asset value in accordance with procedures and methods
established by the board of trustees of TIP.
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 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 trustees 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.
(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 month following the month to which the fee relates. The
Manager represents that the fee schedules offered to the Fund,
whether for a separately managed account or an interest in a pooled
investment fund offered by the Manager, are not higher than any fee
schedule in effect for clients that have a substantially similar investment
mandate and have an inception date on or after the date of this
Agreement (a Similar Account). The Manager agrees that if it
subsequently agrees to a fee schedule for a Similar Account that is
lower than the fee schedules offered to the Fund, whether for a
separately managed account or an interest in a pooled investment fund
offered by the Manager, the Manager will promptly offer the lower fee
schedule to 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 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) 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 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 and that the Manager
may be restricted from trading the securities of issuers about which it is
in possession of material nonpublic information.
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. Nothing in this Agreement shall constitute a waiver or
limitation of any rights that the Fund, TIP, or TAS may have under
applicable state or federal laws.
9. Representations
(a) The Manager hereby represents 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 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 the
Managers 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 laws and regulations, both federal and
state.
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 trustees
of TIP or by a vote of a majority of the Funds outstanding voting
securities (as defined in the 1940 Act), or (b) the Manager, in each case
with not more than 60 days nor less than 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. 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 three 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: 000-000-0000
Email: xxxxx@xxxx.xxx with a copy to
xxxxxxxx@xxxx.xxx
Manager: Kopernik Global Investors, LLC
Attn: Xxxxxx X. Xxxxxx
Two Harbour Place,
000 Xxxxxxx Xxx Xxx, Xxxxx 0000
Xxxxx, XX 00000
Fax: 000-000-0000
Email: xxxxxxx@xxxxxxxxxxxxxx.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
State of Delaware 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 Date specified in the first paragraph of
this Agreement.
TIFF Investment Program
Kopernik Global Investors, LLC
on behalf of the Fund
/s/ Xxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xxxxxx
Signature
Signature
Xxxxx X. Xxxxxxxxx, Vice President
Xxxxxx Xxxxxx, GC & CCO
Print Name/Title
Print Name/Title
?
Schedule I
Dated as of December 16, 2014
to the
Money Manager Agreement (the Agreement) Dated as of December
16, 2014
Between,
Kopernik Global Investors, LLC (the Manager) and
TIFF Investment Program for its TIFF Multi-Asset Fund (the Fund)
Fee Calculation
As compensation for the services performed and the facilities and
personnel provided by the Manager for TIFF Multi-Asset Fund pursuant
to this Agreement, the Fund will pay the Manager a monthly asset
based fee equal to the Fee Rate multiplied by the average daily net
assets (gross of expenses except custodian transaction charges) of the
Managed Assets, computed as described in the Funds Registration
Statement.
Definitions related to the Calculation and Payment of the Fee
Fee Rate:
0.65% per annum on the first $50 million of TIFF Assets
0.60% per annum on the next $100 million of TIFF Assets
0.55% per annum on the next $100 million of TIFF Assets
0.50% on all TIFF Assets in excess of $250 million
summing the result of each calculation and dividing by TIFF
Assets to determine an effective fee rate, which shall be the Fee Rate.
TIFF Assets: TIFF Assets for any period means the daily average over the
period of the aggregate assets placed by TIFF Advisory Services, Inc., or
its affiliates, with the Manager or its affiliates, whether in a separately
managed account or an interest in a pooled investment fund offered by
the Manager. For assets placed with the Manager by a TIFF vehicle that
calculates its net asset value on a daily basis, the average of the daily
net asset values of such Managed Assets for the applicable period will
be used for these purposes, and for assets placed by a TIFF vehicle or
other account that does not calculate its net asset values on a daily
basis, the average will be approximated using the value of such
Managed Assets at the opening of the applicable period, adjusted by
any contributions or withdrawals during the period.
The fee shall be prorated for any period that is less than a full calendar
month.
All capitalized terms used but not defined in this Schedule I shall have
the meanings ascribed to them in the Agreement.
Kopernik Money Manager Agreement
Page 2
Execution copy
