Exhibit (d20)
AMENDED AND RESTATED
MONEY MANAGER AGREEMENT
This Agreement is between the TIFF Investment Program, Inc. ("TIP"), a
Maryland Corporation, for its TIFF Multi-Asset and such other of its Funds as
TIP and the Manager (as defined below) may agree upon from time to time (the
"Fund") and Marathon Asset Management Ltd., a registered investment adviser
under the Investment Advisers Act of 1940 (the "Manager") and is effective as
of JULY 1, 2007 (the "Effective Date").
RECITALS
TIP is an open-end management investment company registered under the
Investment Company Act of 1940 (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) Objective. The Manager's performance objective is to outperform
the benchmark designated in the Investment Guidelines. This objective is to be
treated as a target only and should not be considered as an assurance or
guarantee of the performance of the Managed Assets or any part of the Managed
Assets.
(c) 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:
(i) acquire (by purchase, exchange, subscription, or otherwise), to
hold, and to 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 Manager of its duties hereunder.
(d) 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.
(e) 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.
(f) 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.
(g) 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) 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");
(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;
(iv) written instructions and directions of the board of directors
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 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 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. 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 Manager in the manner it considers
to be most equitable and consistent with its fiduciary obligations to Fund and
its other funds.
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 and such legal costs and expenses paid directly by the Fund
or reimbursed to the Manager (pursuant to Section 6(b) hereto 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") incurred in association with the acquisition or
disposition of securities for the Managed Assets or the defense of legal rights
with respect to securities in the Managed Assets) 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 Fund.
8. LIABILITY
The Manager shall not be liable to 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 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.
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.
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
X. Xxxxxxxxxxxx, XX. 00000 Fax: 000-000-0000
Manager: Marathon Asset Management Ltd.
Xxxxx Xxxxx
0 Xxxxx Xxxxxx Xxxxxx'x Xxxx
Xxxxxx XX0X 0XX
Fax: 000-00-000-000-0000
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 Fund by the On behalf of Marathon Asset
TIFF Investment Program, Inc. Management Ltd.
/s/ Xxxxxxxx X. Maestro /s/ Xxxx Xxxxxx
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Signature Signature
Vice President Member
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Print/Name Title Print Name/Title
SCHEDULE I TO
AMENDED AND RESTATED MONEY MANAGER AGREEMENT
EFFECTIVE AS OF JULY 1, 2007 BETWEEN
MARATHON ASSET MANAGEMENT LTD. 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 fee applied to the average daily net assets of the Managed Assets as
provided in section 6(a) of this Agreement according to the following formula:
Fee = 40 basis points + [.167 x (Excess Return -140 basis points)] subject to
floor of 15 basis points; cap of 160 basis points.
