Background. The Fund is currently the sole series of TIP. The Fund operates on a multi-manager basis, which means that its assets are divided into multiple segments, each managed by a different money management firm as money managers, which are supervised by TAS. TAS serves as the Fund’s investment adviser pursuant to an advisory agreement dated December 16, 2014 (the “Current Advisory Agreement”). Under the Current Advisory Agreement, TAS manages the investment program of the Fund and performs such duties as the TIP Board and TAS agree from time to time are appropriate to support and enhance the investment program of the Fund. The Current Advisory Agreement provides that TAS will seek to achieve the Fund’s investment and performance objectives by identifying and recommending to the TIP Board external money managers for the Fund, allocating cash among asset classes and money managers, as applicable, monitoring the money managers’ and the Fund’s performance, managing directly a portion of the Fund’s portfolio, and employing certain risk management and other techniques designed to enhance returns. There are presently twelve independent money managers managing the Fund’s assets. The independent money managers have entered into contracts with TIP, on behalf of the Fund, that have been approved by the TIP Board but have not been approved by the Fund’s members in accordance with an exemptive order obtained by TIP and TAS from the U.S. Securities and Exchange Commission (“SEC”) in 1995. The Current Advisory Agreement and TAS’ duties are described more fully below.

At a meeting held on June 6, 2023, TAS proposed to the TIP Board that the TIP Board approve and recommend to members that they approve a new advisory agreement between TIP, on behalf of the Fund, and TAS LLC (the “New Advisory Agreement”). TAS serves as investment adviser for the Fund, but, for the reasons discussed below, the New Advisory Agreement will be required if the Reorganization (as defined below) is completed. The form of New Advisory Agreement is presented in Exhibit A. The only differences between the New Advisory Agreement and the Current Advisory Agreement are that the New Advisory Agreement will reflect “TIFF Advisory Services, LLC” as the name of the investment adviser and its form of organization will be stated as a limited liability company rather than a corporation. The key features of the New Advisory Agreement and the Current Advisory Agreement, all of which will remain the same, are described below.

Background and Information on the Reorganization.

TAS, the investment adviser of the Fund, is currently structured as a Delaware non-stock corporation. As a result of this structure, TAS currently has no stock and no equity owners. Management of TAS intends to convert TAS from a Delaware non-stock corporation to an employee-owned public benefit limited liability company, organized under Delaware law (the “Reorganization”). While there are no anticipated changes to either TAS’ operations, the TAS team, or the Fund’s portfolio managers, the Reorganization constitutes a “change of control” of the Fund’s investment adviser, thereby resulting in the “assignment” of Current Advisory Agreement under the 1940 Act. Under the 1940 Act, the Current Advisory Agreement must provide for its automatic termination in the event of its assignment. Therefore, a new advisory agreement between TIP and TAS LLC is necessary and members of the Fund are being asked to approve the New Advisory Agreement. The New Advisory Agreement would become effective only if approved by the members of the Fund and if the Reorganization is completed. If the New Advisory Agreement is not approved by members or the Reorganization is not completed, the New Advisory Agreement will not go into effect and the Current Advisory Agreement with TAS, last approved by the TIP Board on June 6, 2023, will continue in effect.

TAS believes that converting to an employee-owned company will enable it to more effectively attract and retain outstanding investment and other professionals whose interests and incentives are closely aligned with the interests of TAS’ clients, including TIP. As an employee-owned company, TAS has determined that it will be better enabled to compete for talent as most similar investment advisory firms offer their investment professionals at least some form of equity ownership interests in the investment adviser. By offering equity interests, TAS strongly believes that it will be able to remain competitive in attracting top talent, minimizing employee turnover, and aligning its employee-owners’ interests with their clients.

The Reorganization is expected, in a number of ways, to strengthen TAS’ commitment to the non-profit sector as, following the Reorganization, TAS LLC will continue its stated mission to try to be the best outsourced chief investment officer (OCIO) to the non-profit community. It also is expected that TAS LLC will elect to be a public benefit limited liability company under Delaware law. As such, TAS LLC will be required to have a public benefit purpose, which will be to help non-profits achieve their missions by providing (i) investment-related advice and broader support services, including education, to non-profits and other clients, and (ii) financial support to our clients and third-party charitable organizations. TAS LLC expects further to pursue “B Corp” (also known as “B Lab”) certification at some point following the Reorganization. TAS LLC also expects to focus its OCIO capabilities primarily on non-profit clients and prospects. Finally, it is expected that TAS LLC will dedicate a portion of the employee paid-in-capital and a percentage of its future profits to charitable endeavors, including: (i) advisory fee reductions for TAS LLC clients (which today are predominantly non-profits); (ii) charitable donations based on recommendations from TAS LLC employees and the TAS LLC Advisory Board; and (iii) member educational events. For the Fund, any such advisory fee reductions would likely take the form of voluntary fee waivers of TAS LLC’s advisory fees. The amount and timing of any such fee waivers has not been determined, and such fee waivers, if provided, may not be material.

It is expected that almost all of TAS’ current senior leadership, as well as the senior members of the investment team, will become owners of the common equity interests of TAS LLC. The common equity of TAS LLC will be entirely owned by TAS employees as of the completion of the Reorganization. As of the completion of the Reorganization, there are expected to be approximately 15-20 such owners in total and it is expected that no individual employee would own more than 25% of the common equity interests of TAS LLC. In TAS’ view, the Reorganization evidences substantial commitment by the TAS investment team and other professionals to TAS’ clients, including the Fund, and to TAS’s mission.

As a technical matter, for tax reasons the employee’s common equity ownership of TAS LLC is expected to be indirect via a Delaware limited liability holding company. Therefore, TAS LLC is expected to be 100% owned by such holding company, and the TAS LLC employees would own interests of the holding company.

In addition to issuing common equity interests to employees, it is expected that TAS LLC will issue preferred interests to a newly formed Delaware non-stock corporation, TAS II, Inc. (“TAS II”), which will have the same address as TAS LLC. TAS II, which is expected to own 100% of such preferred interests, is expected to be governed by one or more independent directors and will not include any current TAS LLC employees. For as long as preferred interests remain outstanding, TAS II is expected to have certain limited oversight related to TAS LLC’s operations, client fee reductions, and distributions made for charitable purposes.

Anticipated Effects of the Reorganization on TAS and the Fund.

Neither the Reorganization nor the New Advisory Agreement are expected to affect members’ investment in the Fund. There will be no change in how TAS LLC would manage the Fund on a day-to-day basis. There are no anticipated changes to TIP’s officers or the Fund’s portfolio managers as a result of the Reorganization or the New Advisory Agreement. There will be no changes to the Fund’s investment objective or investment policies and strategies. There will be no changes to the Fund’s money managers or any of their fees, nor will there be any changes to the Fund’s other services providers or to fees for advisory services or administrative services. Finally, the Reorganization and the New Advisory Agreement will not impact or alter the duties of the Independent Trustees to act independently and with due care and in the interests of the Fund. In summary, TAS does not expect its day-to-day management of the Fund to change, but does expect to strengthen the TAS team and TAS’ commitment to its clients, including the Fund, and to non-profits more broadly, as detailed above.

In anticipation of the Reorganization, the Board, during prior discussions and at an in-person Board meeting held on June 6, 2023 (the “Board Meeting”), among other things, considered whether to approve the New Advisory Agreement. The 1940 Act requires that the New Advisory Agreement be approved by the Fund’s members in order to become effective. At the Board Meeting, for the reasons discussed below under “Consideration of the New Advisory Agreement by the TIP Board,” the Board, including a majority of the Independent Trustees, approved the New Advisory Agreement and recommended the New Advisory Agreement for approval by members.

Description of the Material Differences Proposed in the New Advisory Agreement.

There are no material differences between the New Advisory Agreement and the Current Advisory Agreement. The only differences between the New Advisory Agreement and the Current Advisory Agreement are the identity and form of organization of the investment adviser. Specifically, the New Advisory Agreement will reflect “TIFF Advisory Services, LLC” as the name of the investment adviser and its form of organization will be described as a limited liability company rather than a corporation. Aside from the foregoing, all other terms of the New Advisory Agreement and the Current Advisory Agreement are identical, including with respect to the advisory fee schedule. TAS management has represented that there will be no changes to the nature, extent or quality of the services that TAS LLC will provide to the Fund under the New Advisory Agreement and no changes are anticipated in the personnel providing such services. The following description of the New Advisory Agreement is qualified in its entirety by reference to the full text of the form of New Advisory Agreement as set forth in Exhibit A.

Description of the Current Advisory Agreement terms, which are the same in the New Advisory Agreement.

Under the Fund’s Current Advisory Agreement, the Fund pays TAS, on a monthly basis, an annualized fee of 0.25% on the first $1 billion of the Fund’s average daily net assets; 0.23% on the next $1 billion of assets; 0.20% on the next $1 billion of assets; and 0.18% on assets exceeding $3 billion. For the fiscal year ended December 31, 2022, the Fund paid TAS for its services to the Fund under the Current Advisory Agreement advisory fees of $3,314,459.

Under the Current Advisory Agreement and the New Advisory Agreement, TAS manages the investment program of the Fund. TAS is responsible for money manager selection and supervision. TAS’ duties include establishing criteria for identification and selection of money managers for the Fund; identifying, screening and, subject to the review and approval of the TIP Board, selecting money managers to invest the Fund’s assets; negotiating discretionary management agreements between TIP and the selected money managers (subject to final approval by the TIP Board); periodically reviewing each money manager’s performance, and making recommendations to the TIP Board with respect to the continuation, modification, or termination of the agreement with each money manager; allocating and reallocating assets among money managers; and reviewing periodically the Fund’s investment objectives, policies, and restrictions in light of Fund performance and making recommendations TAS deems appropriate with respect to any changes in such objectives, policies, and restrictions. TAS also manages cash and performs such other duties as the Board and TAS agree are appropriate to support and enhance the investment program of the Fund. TAS is also authorized to manage the Fund’s assets directly in lieu of allocating assets to a money manager. TAS makes investments in securities, including ETFs and other registered or unregistered funds, duration instruments, and derivative instruments on behalf of the Fund to enhance returns, mitigate risks, adjust asset allocations, gain or reduce exposure to a particular market, manage cash, or otherwise pursue the investment objectives of the Fund.

TIP has authorized TAS to exercise discretion regarding any voting rights, rights to consent to corporate actions, and any other rights pertaining to securities and instruments held by the Fund, whether such securities or instruments are managed directly by TAS or by a money manager, and may delegate such authority to a money manager; provided that TAS complies with any instructions from the Fund as to the voting of securities or other instruments, the exercise of such rights, and the handling of proxies. The TIP Board has, however, adopted a proxy voting policy for TIP to govern the voting of proxies relating to voting securities held by the Fund. The TIP Board has delegated certain proxy voting responsibilities to TAS staff subject to the TIP Board’s general oversight and the TIP Board’s approved proxy voting policy.

The Current Advisory Agreement and the New Advisory Agreement authorize TAS to select brokers and place trades on behalf of the Fund in conformity with TIP’s policy respecting brokerage set forth in the Fund’s Statement of Additional Information. The Current Advisory Agreement and the New Advisory Agreement provide that neither TAS nor any of its officers, employees, or affiliates 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 the agreement, except as permitted by applicable law, regulation, rule, exemptive relief, or relevant guidance from or by the appropriate regulatory body.

The Current Advisory Agreement and the New Advisory Agreement provide that TAS will pay all of its own expenses arising from the performance of its obligations under the agreement, but that this provision does not limit the ability of TAS and the TIP Board to agree from time to time to the appropriate allocation of costs and expenses between the parties, including salaries and expenses of officers or employees of TAS who are performing duties for TIP other than those that TAS is required to provide under the agreement.

The Current Advisory Agreement and the New Advisory Agreement provide that it would continue in effect from year to year if such continuance is approved in the manner required by the 1940 Act and provided the agreement is not otherwise terminated. TAS may terminate the Current Advisory Agreement and the New Advisory Agreement at any time, without payment of penalty, upon 60 days’ written notice to TIP, and TIP may terminate the Current Advisory Agreement and the New Advisory Agreement at any time, without payment of penalty, upon 60 days’ written notice to TAS by vote of either the TIP Board or a majority of the Fund’s outstanding voting securities. The Current Advisory Agreement and the New Advisory Agreement will terminate automatically in the event of its “assignment,” as defined in the 1940 Act.

The Current Advisory Agreement and the New Advisory Agreement provide that, subject to Section 36 of the 1940 Act, TAS shall not be liable to TIP for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund and the performance of its duties under the agreement except for losses arising out of TAS’ bad faith, willful misfeasance, or gross negligence in the performance of its duties or by reason of TAS’ reckless disregard of its obligations and duties under the agreement. The Current Advisory Agreement and the New Advisory Agreement provide that TIP will indemnify TAS for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of TAS arising from the performance of its duties and obligations under the agreement) whatsoever arising out of the performance of the agreement except for those claims, losses, costs, damages, and expenses resulting from TAS’ bad faith, willful misfeasance, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this agreement.

The TIP Board initially approved the Current Advisory Agreement at a meeting held on September 11, 2014, and last approved the continuance of the Current Advisory Agreement at a meeting held on June 6, 2023, as part of its annual contract review process. The Current Advisory Agreement was last approved by members of the Fund on December 9, 2014, as part of such members’ approval of the reorganization of TIP from a Maryland corporation into a newly formed Delaware statutory trust.

Services Agreement and Reimbursement of Expenses Relating to Chief Compliance Officer.

TAS provides certain administrative and other services to the Fund pursuant to a services agreement that was entered into between the TIP, on behalf of the Fund, and TAS as of December 16, 2014 (the “Services Agreement”), for which TAS receives, on a monthly basis, an annualized fee of 0.02% of the Fund’s average daily net assets for such services provided to the Fund. In addition, TIP has designated an employee of TAS as its Chief Compliance Officer and for these services provided to TIP, which include the monitoring of the Fund’s compliance program pursuant to Rule 38a-1 under the 1940 Act, the Fund reimburses TAS. For the fiscal year ended December 31, 2022, TAS received fees from the Fund under the Services Agreement and reimbursement from the Fund for certain costs related to the Chief Compliance Officer in the aggregate amount of $474,822. The Services Agreement and the reimbursement arrangements with respect to the Chief Compliance Officer will continue if the New Advisory Agreement is approved.

Consideration of the New Advisory Agreement by the TIP Board.

Board Consideration of the New Advisory Agreement

The Board met on May 25, 2023 and on June 6, 2023 to discuss the proposed Reorganization and to consider the New Advisory Agreement. At its June 6, 2023 meeting, the Board also considered the annual renewal of the Current Advisory Agreement. As part of its consideration of the New Advisory Agreement, in addition to the information and considerations detailed below, the Board also considered the information from TAS and independent sources provided in connection with the Board’s annual consideration of the Current Advisory Agreement, and noted that as part of that annual consideration, the Board reached the following relevant conclusions, among others, with respect to its determination to renew the Current Advisory Agreement for another year: (i)  that the Fund’s performance was acceptable and that the Fund’s advisory fees and total expenses were reasonable in light of the quality and nature of services provided; (ii) overall, the Board was satisfied with the nature, extent, and quality of the services provided by TAS under the Current Advisory Agreement; and (iii) the Current Advisory Agreement was reasonable, fair, and in the best interests of the Fund, and that the fees set forth in the agreement were fair and reasonable.

With respect to its specific consideration of the New Advisory Agreement, the Board requested and received information from TAS in advance of the May 25, 2023 and June 6, 2023 Board meetings, which the Trustees reviewed separately in executive sessions with their independent legal counsel at each meeting. The information provided included information regarding the following matters and considerations:

Outstanding Shares

While attention was given to all information furnished, the following discusses the primary factors relevant to the Board’s decisions. The Board noted that the terms of the New Advisory Agreement, including TAS LLC’s obligations and responsibilities under the agreement and the fees payable to TAS LLC, are substantially identical to the terms of the Current Advisory Agreement, and TAS’s representation that the Reorganization and New Advisory Agreement (i) will not result in any change to the nature, extent or quality of services that TAS LLC will provide to the Fund under the New Advisory Agreement and (ii) will not impose an ‘unfair burden’ on the Fund, as that term is utilized and defined in Section 15(f) of the 1940 Act. Moreover, the Board noted that TAS LLC intends to provide its clients, including the Fund, voluntary fee waivers going forward. In this regard, the Board noted that the amount and timing of any such fee waivers has not been determined, and such fee waivers, if provided, may not be material. The Board also noted TAS’s representation that it and TAS LLC have no plans to change the manner in which the Fund is currently managed, operated, marketed, or distributed as a result of the Reorganization, and TAS’s expectation that the key personnel providing services to the Fund, including the Fund’s portfolio managers and unaffiliated money managers, will not change as a result of the Reorganization, nor will the Reorganization result in a change to any of the Fund’s other service providers. The Board also noted TAS’s belief that by offering equity interests to key employees as part of the Reorganization, TAS will remain competitive in attracting top talent, minimizing employee turnover, and aligning the interests of its employee owners with those of the firm’s clients. Further, the Board took into account the current profitability of TAS as the investment advisor to the Fund, and TAS LLC’s expected profitability moving forward, and noted TAS’s belief that (i) TAS LLC’s financial condition and stability would be strengthened as a result of the Reorganization and (ii) there are no anticipated changes in the economies of scale applicable to TAS LLC’s provision of services to the Fund as a result of the Reorganization. Finally, the Board noted that no costs related to considering and implementing the Reorganization and New Advisory Agreement will be paid by the Fund.

Results of Review of the New Advisory Agreement

After considering the information provide by TAS with respect to the Reorganization, TAS LLC and the New Advisory Agreement, the Board voted to approve the New Investment Advisory Agreement. The Board based its evaluation on the material factors presented to it and discussed above, including: (i) the terms of the New Advisory Agreement; (ii) the reasonableness of the advisory fees in light of the nature and quality of the advisory services expected to be provided and any additional benefits to be received by TAS in connection with providing services to the Fund; (iii) the nature, quality, and extent of the services performed by TAS and to be performed by TAS LLC, as well as the cost to TAS, and expected cost to TAS LLC, of providing such services; (iv) the fees to be charged by TAS LLC; and (v) the overall organization and experience of TAS.

Prior to a vote being taken to approve the New Advisory Agreement, the Board met separately in executive session to discuss the appropriateness of the agreement and other considerations. In their deliberations with respect to these matters, the Board was advised by their independent legal counsel. The Trustees weighed the foregoing matters in light of the advice given to them by their independent legal counsel as to the law applicable to their consideration and review of the New Advisory Agreement. The Board concluded that the New Advisory Agreement was reasonable, fair, and in the best interests of the Fund, and that the fees set forth in the agreement were fair and reasonable. In reaching its conclusion to approve the New Advisory Agreement, the Board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together with a view toward past and future long-term considerations.

Vote Required. A member of the Fund on the Record Date shall be entitled to one vote for each dollar, and a proportionate fraction of a vote for each fraction of a dollar, of the net asset value per share of each share of the Fund held by the member on the Record Date. Approval of the New Advisory Agreement, as set forth in Proposal 1, will be determined by the affirmative vote of a “majority of the outstanding voting securities” of the Fund cast either in person or by proxy, at a Meeting at which a quorum is present. A vote of a “majority of the outstanding voting securities of the Fund” means the vote of (i) 67 percent or more of the votes attributable to the voting securities of the Fund present at the meeting, if the holders of more than 50 percent of the votes attributable to the outstanding voting securities of the Fund are present or represented by proxy, or (ii) more than 50 percent of the votes attributable to the outstanding voting securities of the Fund, whichever is less.

TIP’S TRUSTEES UNANIMOUSLY RECOMMEND THAT

MEMBERS VOTE “FOR” THE PROPOSAL.

At the Meeting, four trustees will be elected to constitute the entire boardBoard of TIP, each to serve until his or her successor is duly elected and qualified or until his or her earlier resignation, death, or removal. The nominees are Mark L. Baumgartner, Craig R. Carnaroli,Jennifer E. Deger, Mai-Anh Fox, and William F. McCalpin and Mai-Anh Tran (each, a “Nominee” and collectively, the “Nominees”), all of whom are not interested persons of TIP and are therefore considered independent. Each Nominee currently serves as a Trustee of TIP. It is the intention of the persons named in the enclosed proxy to vote in favor of the Nominees in the absence of instructions to the contrary. TheEach of the Nominees havehas consented to serve as trustees of TIP. Messrs. Baumgartner, Carnaroli, and McCalpin are currently trusteesa Trustee of TIP.

Experience of Nominees. Described below for each Nominee are specific experiences, qualifications, attributes, or skills that support a conclusion that he or shethey should serve as a trusteeTrustee of TIP in light of TIP’s business and structure. Further information about each Nominee is set forth in the table below describing the business activities of each Nominee during at least the past five years.

Mr. Baumgartner has served as a trustee since 2016. Mr. Baumgartner’s six years’ experience as chief investment officer overseeing the endowment portfolio of an historically significant research institute, along with his prior five years’ experience as director of asset allocation at a major foundation and eleven years’ investment experience at various financial services firms, give him a comprehensive understanding of investment management, risk control, and endowment issues. In addition, in his four years as an independent trustee of TIP, he has developed an understanding of the Funds’ operations and strategies. Mr. Baumgartner is also a Chartered Financial Analyst.

Mr. Carnaroli has served as a trustee since 2012.  Mr. Carnaroli’s nineteen years’ experience as executive vice president of a large academic institution, where his responsibilities include oversight of audit, compliance, budgeting and finance, and investment functions, plus his prior experience in municipal securities at a financial services firm, give him extensive knowledge of investment and financial management matters. In addition, in his eight years as an independent trustee of TIP, he has developed an understanding of the Funds’ operations and strategies.

Mr. McCalpin has served as a trustee since 2008.  Mr. McCalpin’s seventeen years’ experience as a trustee of another large mutual fund complex, including twelve years as independent chair, and his experience in the investment management industry, previously as a managing partner of impact investing and as chief executive officer of a firm focused on impact investing, give him an extensive understanding of regulatory, investment management, and corporate governance issues.  As a consultant to foundations and as a former senior executive of a substantial private foundation, he has in-depth knowledge of issues relating to the non-profit community.  In addition, his twelve years as an independent trustee and chair of TIP’s board provide him with an understanding of the Funds’ operations and strategies.

Ms. Tran is a nominee for election to the board. Ms. Tran’s 10 years’ experience as a financial executive of a large, international foundation, where her responsibilities include overseeing all audit, budget, compliance, tax, insurance and treasury functions, plus her prior experience in capital markets, mergers and acquisitions and private equity as a director responsible for sourcing and executing transactions, give her extensive knowledge of investment and financial management matters. Ms. Tran is also a Chartered Financial Analyst.

The Nominees were recommended to the boardBoard by the governance committee of the boardBoard and the boardBoard approved the nominations. The Funds’Fund’s members have previously elected Messrs. Baumgartner, and McCalpin, and Carnaroli,Ms. Fox, but have not elected Mr. Baumgartner or Ms. Tran.  Mr. McCalpin recommendedDeger. The Board’s governance committee nominated and voted to appoint Ms. TranDeger as a Nominee to the governance committee.Board member in January 2022. The boardBoard knows of no reason why the Nominees would be unable to serve as trustees, but in the event of such unavailability, the proxies received will be voted for such substitute nominees as the governance committee may recommend and the boardBoard may approve.

The following table provides information concerning the Nominees for election by members, the current trusteesTrustees of TIP, and the executive officers of TIP. Unless otherwise noted, (i) each trusteeTrustee and officer has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity, and (ii) the address of the trusteesTrustees and officers is 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087.

* The officers of TIP are elected annually by the board.TIP Board.

Trustee Compensation.  Except as described below, all The independent TIP Board chairperson receives an annual fee of $40,000 in consideration of the trusteesduties performed by the independent Board chair. Each of the other Trustees on the TIP Board currently serveserves as volunteersa volunteer who receivereceives no fees or salary for serving as trusteesa Trustee but areis eligible for expense reimbursement and a matching charitable gift program offered by TIPTIP.

^†Matching Gift Program. Mr. McCalpin serves as independent board chair.  In considerationTIP has instituted a matching gift program. TIP will match contributions made by participating Trustees to eligible tax-exempt charitable organizations. TIP will match only the gift portion of payments to charitable organizations. Any payment for which the donor receives a specific benefit in return will be reduced by the fair market value of the duties performedbenefit to determine the gift portion of the payment.

TIP will match the first $5,000 of eligible contributions by a participating Trustee each calendar year at a rate of 2:1. TIP will match the next $10,000 of contributions by the independent board chair, Mr. McCalpinparticipating Trustee each calendar year at a rate of 1:1. Contributions by a participating Trustee in excess of $15,000 in a calendar year, will not be matched; the maximum aggregate match by TIP is compensated $50,000$20,000 per year.  Compensation payable to the independent board chair is a TIP expense and is allocated to each Fund pro rata based on the relative net assets of each Fund.  Among the duties of an independent board chair are to serve as the primary liaison on behalf of the board with independent counsel to the independent trustees, the board, management, and staff of the investment advisor, as well as TIP’s Chief Compliance Officer (“CCO”).  In addition, the independent board chair is involved in setting the agendacalendar year for each board meeting and coordinating matters among all trustees both in connection with meetings and during the period between meetings.Trustee. The independent board chair also takes the lead in evaluating the performance of the CCO.minimum contribution that will be matched is $25.

General Information Regarding the Board of Trustees.  TIP’s board The TIP Board held fourfive regularly scheduled and special meetings in 2019.  No2022. Each incumbent trustee, with the exception of Mr. Carnaroli,Trustee attended fewer thanat least 75% of the aggregate of the total number of meetings of the boardBoard or committees of the boardBoard on which hethey served during 2019. Mr. Carnaroli’s attendance at board and committee meetings was less than 75% due to unforeseen events.2022. It is expected that the trusteesTrustees will meet at least four times a year at regularly scheduled meetings. As TIP is not required to convene annual member meetings, there is no policy regarding trusteeTrustee attendance at such meetings. There was no annual member meeting in 2022.

Board Leadership Structure and Oversight of Risk Management. The following provides an overview of the leadership structure of the TIP boardBoard and the TIP board’sBoard’s oversight of TIP’s risk management process. The TIP board is currently composedBoard consists of three trustees, nonefour Trustees, each of whom is an “interested person” (as defined in Section 2(a)(19) ofIndependent Trustee, including the 1940 Act) of TIP (each, an “independent trustee”).  An independent trustee serves as chair of the TIP board.Board. In addition, there are three standing committees of the TIP board,Board, to which the TIP boardBoard has delegated certain authority and oversight responsibilities. The function of each of the committees is described below. Each of the three independent trusteesfour Independent Trustees serves on the audit committee, the governance committee and the investment oversight committee. The independent trusteesIndependent Trustees conduct a self-evaluation annually, which process is overseen by the governance committee. As part of the self-evaluation, the TIP board’sBoard’s leadership and committee structures are reviewed to determine whether such structures are appropriate to enable the TIP boardBoard to exercise its oversight of TIP. The TIP boardBoard believes that its current leadership and committee structures enable it to effectively oversee the management of TIP.

TIP has retained TAS as TIP’s investment advisoradviser and State Street Bank and Trust Company (“State Street Bank”Street”) as TIP’s administrator and custodian. TAS provides the FundsFund with investment advisory services and is responsible for managing the Fund’s investment program, of the Funds, including monitoring the Fund’s performance of the Funds, and the risks that arise from the Fund’s investment strategies pursued by each Fund.  With respect to MAF,strategies. TAS is also responsible for monitoring and overseeing the Fund’s investment in acquired funds, which include exchange-traded funds,ETFs, open-end mutual funds and private investment funds, including hedge funds, and for monitoring and overseeing the external money managers that also manage assets for MAF.the Fund. State Street Bank provides specified services necessary to the general day-to-day business activities and operations of TIP, other than investment advisory activities. In addition, TAS provides certain other services to TIP pursuant to a services agreement.Services Agreement. As part of its duties under the services agreement,Services Agreement, TAS provides general oversight of State Street Bank and other vendors providing services to the Funds.Fund.

Risks to TIP include, among others, investment risk, market risk, credit risk, counterparty risk, liquidity risk, valuation risk, compliance and regulatory risk, and operational risk, as well as the overall business risks relating to the Funds.risks. TAS monitors the FundsFund with respect to these risks and others, and with respect to MAF, allocates and re-allocates the Fund’s assets among itself and the acquired funds and money managers, taking into consideration the Fund’s investment and performance objectives as well as other variables, such as the performance of the acquired funds and the money managers, prevailing market conditions, and other factors TAS deems relevant. TAS recommends to the TIP boardBoard additional money managers to invest MAF’sthe Fund’s assets, in light of the capabilities of available managers and TAS’sTAS’ expectations as to the way in which the investment programs and styles of the money managers will complement each other and contribute to the Fund’s overall performance of MAF.performance. In addition, TAS reviews the Fund’s investment objectives, policies and restrictions applicable to the Funds and recommends such changes to the TIP boardBoard as TAS deems appropriate. In so doing, TAS considers the risks associated with each money manager’s investment strategy, with respect to MAF, including liquidity constraints and potential valuation issues, as well as the policies and restrictions adopted by the Fund, and allocates assets and takes other steps in an effort to adjust the risk level accordingly. TAS is also authorized to allocate Fund assets to be managed directly by TAS. While TAS is authorized to allocate and re-allocate assets among existing money managers and TAS, the TIP boardBoard must approve the appointment of any new money managers.

In connection with each of the TIP board’sBoard’s regular meetings, the boardBoard receives a quarterly compliance report from TIP’s CCOChief Compliance Officer, and the independent trusteesIndependent Trustees meet separately from TAS management and staff with their independent counsel and the CCO.Chief Compliance Officer. During these meetings the independent trusteesIndependent Trustees and the CCOChief Compliance Officer discuss issues related to portfolio compliance and other compliance matters. In addition, the TIP boardBoard receives a written compliance report each quarter as well as a written annual report from the CCOChief Compliance Officer regarding the adequacy and effectiveness of TIP’s compliance program. Pursuant to Rule 22e-4 under the 1940 Act, the TIP boardBoard receives annually from TIP’s liquidity risk program administrator a written report that addresses the operation of TIP’s liquidity risk management program and assesses its adequacy and effectiveness of implementation. In addition, TIP’s liquidity risk program administrator provides a summary liquidity report to the TIP boardBoard on a quarterly basis. Pursuant to Rule 18f-4 under the 1940 Act, the TIP Board receives annually from TIP’s derivatives risk manager a written report that addresses the operation of TIP’s derivatives risk management program and assesses its adequacy and effectiveness of implementation. In addition, TIP’s derivatives risk manager provides a summary derivatives risk management report to the TIP Board on a quarterly basis. The TIP boardBoard also receives reports from TAS on the investments, portfolio positioning, strategies and characteristics, performance, liquidity, and certain valuation and cybersecurity matters of the Funds.Fund. The TIP boardBoard receives reports from TAS regarding TIP’s primary service providers on a periodic or regular basis, including the money managers as well as TIP’s administrator and custodian. The TIP boardBoard also requires TAS to report to the TIP boardBoard on other matters relating to risk management on a regular and as-needed basis.

Audit Committee. Each of TIP’s independent trusteesIndependent Trustees serves on the audit committee of the TIP board.Board. The primary purposes of the audit committee, which are set forth in its charter, are to oversee (a) eachthe Fund’s accounting and financial reporting policies, (b) audits of eachthe Fund’s financial statements, including the appointment and the compensation of the independent auditors, and (c) eachthe Fund’s internal controls over financial reporting. The audit committee also acts as a liaison between TIP’s independent auditorauditors and the full TIP board.Board. The audit committee met twice during the fiscal year ended December 31, 2019.2022. The audit committee charter is included as Exhibit D.

Governance Committee. Each of TIP’s independent trusteesIndependent Trustees serves on the governance committee of the TIP board.Board. The governance committee’s primary functions, which are set forth in its charter, are to (a) provide counsel to the full TIP boardBoard with respect to the organization, function, and composition of the boardBoard and its committees; (b) identify and recommend to the full TIP boardBoard potential trustee candidates; and (c) lead the full TIP boardBoard in an annual review of the boardBoard and its committees. The governance committee’s responsibilities include (i) trustee nominations, elections, and training; (ii) committee nominations and functions; and (iii) governance oversight. The governance committee charter is included as Appendix AExhibit C to this proxy statement. The governance committee met four times during the fiscal year ended December 31, 2019.2022. The governance committee will consider nominees recommended by TIP members and will assess such nominees in the same manner it reviews committee nominees. The principal criterion for selection of candidates is their ability to contribute to the overall functioning of the boardBoard and to carry out the responsibilities of the trustees.Trustees. The trusteesTrustees also value diversity of background, experience and expertise in selecting nominees. The governance committee may use any process it deems appropriate for the purpose of evaluating candidates. The committee shall evaluate candidates’ qualifications for boardBoard membership and their independence from TAS, TIP’s money managers, and other principal service providers. Persons selected to serve as independent trusteesIndependent Trustees must be “disinterested” or independent in terms of both the letter and the spirit of the 1940 Act. The governance committee also considers the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial, or family relationships with TAS, TIP’s money managers, or service providers, including TIP’s independent auditors. The committee may also consider such other factors as it may determine are relevant. Members should send nominations in writing to TIFF Investment Program, Attn: Governance Committee, 170 N. Radnor Chester Road, Suite 300, Radnor, PennsylvaniaPA 19087. Such nominations should include appropriate information on the background and qualifications of the nominee, as well as the nominee’s contact information and a written consent from the nominee to serve if the nomination is accepted and the nominee elected. Nominations will be accepted on an on-going basis and kept on file for consideration when there is a vacancy on the TIP board.Board.

Investment Oversight Committee. Each of TIP’s independent trustees alsoIndependent Trustees serves on the investment oversight committee of the TIP board.Board. The investment oversight committee’s primary function, which is set forth in its charter, is to oversee the investment activities of eachthe Fund. The investment oversight committee’s responsibilities include, among others, (a) reviewing investment performance of eachthe Fund at least quarterly; (b) reviewing the investment objective of eachthe Fund and the performance of TAS and the money managers at least annually; (c) reviewing the exposures and risk characteristics of eachthe Fund at least annually; (d) advising the TIP boardBoard concerning the hiring of new money managers or material changes in allocations among existing money managers, as needed; (e) making recommendations to the TIP boardBoard concerning changes in benchmarks used to evaluate the performance of TAS, each money manager, and eachthe Fund, as needed; (f) reviewing a summary liquidity report at least quarterly; (g) reviewing a report to the TIP boardBoard that addresses the operation of TIP’s liquidity risk management program and assesses its adequacy and effectiveness at least annually; (h) reviewing a summary derivatives risk management report at least quarterly; (i) reviewing a report to the TIP Board that addresses the operation of TIP’s derivatives risk management program and (h)assesses its adequacy and effectiveness at least annually; and (j) reviewing such other notifications and reports concerning TIP’s liquidity risk management program, as needed. The investment oversight committee met four times during the fiscal year ended December 31, 2019.2022.

Share Ownership of TIP Trustees. The Funds areFund is available primarily to foundations, endowments, other 501(c)(3) organizations, and certain other non-profit organizations. Accordingly, as of October 1, 2020,[June 16], 2023, the trusteesTrustees and officers of TIP as a group owned less than 1% of the outstanding shares of any Fund.Fund’s equity securities. The following table sets forth information regarding the aggregate dollar range of equity securities in all Fundsthe Fund beneficially owned by each trusteeTrustee and nominee for trustee as of October 1, 2020:[June 16], 2023:

‡ Securities valued as^*As of October 1, 2020.the date of this proxy statement, the Fund is the only registered investment company in the “Family of Investment Companies.”

To the knowledge of the Funds,Fund, as of October 1, 2020,January 31, 2023, the independent trusteesIndependent Trustees and their immediate family members did not own beneficially or of record securities of, and did not have during the past five years any direct or indirect interest the value of which exceeds $120,000 in, any investment advisoradviser or money manager of the Funds,Fund, the principal underwriter of the Funds,Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with any investment advisor,adviser, money manager, or principal underwriter of the Funds.Fund.

Member Communications to the Trustees. Members may send communications to the trusteesTrustees by addressing such correspondence directly to TIFF Investment Program, 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087. When writing to the board,Board, members should identify themselves, the fact that the communication is directed to the board, the Fund about which they are writing,Board, and any relevant information regarding their Fund holdings. Except as provided below, TIP’s Secretary shall either (i) provide a copy of each member communication to the boardBoard at its next regularly scheduled meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the boardBoard promptly after receipt. The Secretary may, in good faith, determine that a member communication should not be provided to the boardBoard because it does not reasonably relate to the FundsFund or the Funds’Fund’s operations, management, activities, policies, service providers, board,Board, officers, members, or other matters relating to an investment in the FundsFund or is otherwise ministerial in nature (such as a request for Fund literature, share data or financial information).

Vote Required. The election of trustees,Trustees, as set forth in the Proposal 2, will be determined by the affirmative vote of a plurality (the greatest number of affirmative votes) of all of the votes of the Funds, voting together,Fund cast at the Meeting, either in person or by proxy.

TIP’S TRUSTEES UNANIMOUSLY RECOMMEND THAT

MEMBERS VOTE “FOR” EACH NOMINEE.

Management of TIP does not know of any matters to be presented at the Meeting other than those described in this proxy statement. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.

INFORMATION ABOUT TIP

Investment Advisor.  Adviser. TAS, with principal offices at 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087, serves as the investment advisoradviser to the Funds.  Fund.

The name and principal occupation of the principal executive officer and each director of each of TAS and TAS LLC, as well as the name of each officer of TIP who is an officer, employee, or director of TAS or TAS LLC, can be found on Exhibit B to this proxy statement. The principal business address of each person named on Exhibit B is 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087. Neither TAS nor TIP is aware of any financial condition of TAS or expected financial condition of TAS LLC that is reasonably likely to impair the financial ability of TAS or TAS LLC to fulfill its commitment to the Fund under the Current Advisory Agreement or the New Advisory Agreement, as applicable. TAS does not serve, and TAS LLC is not expected to serve, as an investment adviser to any other registered mutual fund having investment and performance objectives and an investment program similar to the Fund’s.

Money Managers. In addition to TAS, MAFthe Fund is managed by external money managers recommended by TAS and approved by the TIP board.  STF is managed by TAS.Board. The names and principal offices of MAF’sthe Fund’s external money managers as of the date of this proxy statement are:

Custodian, Administrator, Fund AccountingSecurities Lending Agent, Transfer Agent, Registrar and Dividend Disbursing Agent.Agent. State Street, Bank, One Lincoln Street, Boston, Massachusetts 02111-2900, serves as the custodian, of the Funds’ assets as well as the administrator, accountingsecurities lending agent transfer agent, registrar, and dividend disbursingtransfer agent. As custodian, State Street Bank employsmay employ sub-custodians outside of the United States for MAF.

Other Administrative Services.  TAS provides certain administrative servicesStates. In the role of securities lending agent, State Street administers the Fund’s securities lending program pursuant to the Funds pursuant toterms of a services agreementSecurities Lending Authorization Agreement entered into between TIP, on behalf of the Funds,Fund, and TAS.State Street.

Other Administrative Services. TAS provides certain administrative and other services to the Fund pursuant to the Services Agreement between TIP, on behalf of the Fund, and TAS. If the New Advisory Agreement is approved, TAS LLC will continue to provide these same administrative and other services to the Fund pursuant to the Services Agreement.

Distributor. Foreside Fund Services, LLC (the “distributor”), Three Canal Plaza, Suite 100, Portland, Maine 04101 is the distributor and principal underwriter of the Funds’Fund’s shares.

Independent Accountants.  Registered Public Accounting Firm. PricewaterhouseCoopers LLP (“PwC”), Two Commerce Square, 2001 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, serves as TIP’s independent registered public accounting firm. Selection of the Funds’Fund’s independent accountants for the current fiscal year took place at the regularly scheduled March boardBoard meeting in accordance with the provisions of the 1940 Act. PwC provides audit services and assistance and consultation in connection with tax returns and the review of various SEC filings.

Representatives of PwC are not expected to be present at the Meeting, will have the opportunity, but have not expressed a desire, to make a statement at the Meeting, and are not expected to be immediately available should any matter arise requiring their presence. If any such matter should arise, PwC will be contacted following the Meeting. Certain fees paid to PwC for the fiscal years ended December 31, 20182021 and 20192022 are set forth below.

Audit Fees. The aggregate Audit Fees billed for professional services by TIP’s independent accountant, PwC, for the audit of the Funds’Fund’s annual financial statements for fiscal years ended December 31, 20182021 and 2019,2022, respectively, were:

Audit-Related Fees. Audit-Related Fees are for assurance and related services by TIP’s independent accountant that are reasonably related to the performance of the audit or review of the Funds’Fund’s financial statements, but are not reported as audit fees. No such fees were billed by PwC to the FundsFund for fiscal years ended December 31, 20182021 and 2019.2022.

Tax Fees.The aggregate fees billed by PwC during fiscal years ended December 31, 20182021 and 2019,2022, respectively, for professional services rendered to the FundsFund for tax compliance, tax advice, and tax planning, including excise tax distribution and tax return review services, are shown in the table below:

All Other Fees. All other fees would include products and services provided by PwC to the FundsFund other than the services reported under the prior three categories. No such fees were billed to the FundsFund by PwC for fiscal years ended December 31, 20182021 and 2019.2022.

The Funds’ audit committee of the TIP Board has delegated the authority to pre-approve the provision of audit and non-audit services to the chair of the audit committee provided, however, that such pre-approval of audit or non-audit services is subject to ratification by the full audit committee at its next regularly scheduled audit committee meeting. All of the fees disclosed above were approved in advance by the full audit committee.

The aggregate non-audit fees billed by PwC for services rendered to the Funds,Fund, and to the Funds’ advisorFund’s investment adviser (not including any subadvisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor)adviser), and any entity controlling, controlled by, or under common control with the advisorinvestment adviser that provides ongoing services to the FundsFund for fiscal years ended December 31, 20182021 and 2019,2022, respectively, are shown in the table below. TIP’sThe audit committee has considered the provision of non-audit services rendered to or paid for by the Funds’ advisor,Fund’s investment adviser, or any entity controlling, controlled by, or under common control with the advisor,investment adviser, to be compatible with maintaining the principal accounting firm’s independence.

Annual Report.Report. The Funds’Fund’s annual report for the fiscal year ended December 31, 2019,2022, and semi-annual report for the period ended June 30, 2020,2022, were previously distributed to members. The FundsFund will furnish, without charge, an additional copy of its most recent annual report and semi-annual report to any member requesting such reports. An additional copy of the Funds’Fund’s annual and semi-annual reports may be obtained, without charge, by contacting TIP by mail, telephone, or email using the contact information below or visiting the SEC’s website at www.sec.gov.www.sec.gov.

TIFF Investment Program

170 N. Radnor Chester Road, Suite 300

Radnor, Pennsylvania 19087

1-800-984-0084

www.tipfunds.org

Electronic mail inquiries:

Services offered by TIFF: info@tiff.org

Member-specific account data: memberservices@tiff.org

Expenses. The FundsTAS will pay the expenses in connection with this notice and proxy statement and the Meeting, including the printing, mailing, solicitation, and vote tabulation expenses, legal fees, and out-of-pocket expenses.  Such expenses are estimated to be approximately $8,000 - $10,000 and will be allocated to MAF and STF pro rata based on the relative net assets of each Fund.

Ownership of Fund Shares. As of October 1, 2020,[June 16], 2023, the following members owned of record or, to the knowledge of management, beneficially owned more than 5% of the outstanding shares of the Funds:  Fund:

Additional Proxy Solicitation Information. In addition to solicitation by mail, certain officers and representatives of TIP and officers and employees of TAS may solicit proxies by telephone, facsimile, e-mail, or personally.

Member Proposals.Proposals. TIP is not required to hold an annual member meeting in any year in which the election of trusteesTrustees is not required by the 1940 Act. The TrustTIP is not required to hold annual member meetings and currently does not intend to hold such meetings unless member action is required in accordance with the 1940 Act. A member proposal to be considered for inclusion in the proxy statement at any subsequent meeting of members must be submitted a reasonable time before the proxy statement for that meeting is printed and mailed. Whether a proposal will be included in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion.

PLEASE

please COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE BY MAIL IN THE ACCOMPANYING ENVELOPE OR BY FAX TO 1-610-684-8210.1-610-684-8210 OR BY EMAIL TO MEMBERSERVICES@TIFF.ORG. ANY MEMBER ATTENDING OR REPRESENTED AT THE MEETING BY AN AUTHORIZED PERSON MAY VOTE IN PERSON EVEN THOUGH A PROXY HAS ALREADY BEEN RETURNED.

	By order of the boardBoard of trusteesTrustees of
	TIFF Investment Program,
	Christian A. Szautner, Secretary
	[July 7], 2023

PROXY CARD

This proxy card is solicited on behalf of the

Board of Trustees of TIFF Investment Program (“TIP”)

The undersigned hereby appoints Clarence Kane Brenan, Robert J. Zion and Christian A. Szautner, and each of them, proxies for the undersigned, with full power of substitution and revocation, to represent the undersigned, and to vote on behalf of the undersigned, all shares of TIFF Multi-Asset Fund (the “Fund”) in connection with the special meeting of the members of the Fund, to be held at [1:00] p.m., Eastern time, on [September 8], 2023, at the offices of TIFF Advisory Services, Inc., 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087 and at any adjournment(s) thereof. When properly executed and returned, this proxy card will be voted in the manner directed herein by the undersigned. If no direction is made on a properly executed card, this proxy card will be voted for approval of the Proposals referenced below, including voting FOR an Advisory Agreement with TIFF Advisory Services, LLC.

Important Notice Regarding the Availability of Proxy Materials for TIP’s Special Shareholder Meeting to be held on [September 8], 2023: A copy of the notice and the proxy statement is available at https://www.tipfunds.org.

Please refer to the proxy statement for a discussion of the Proposals before voting. The Proposals are being made by TIP. The board of trustees unanimously recommends that you vote “FOR” each Proposal. Please indicate your vote by filling in the appropriate box below.

In their discretion, the proxies are authorized to vote upon such other business, including any adjournment of the meeting, as may properly come before the meeting.

PROXY CARD

PLEASE SIGN AND DATE ABOVE.

ADDRESS SLIP SHEET

Appendix AExhibit A. FORM OF NEW ADVISORY AGREEMENT

Advisory Agreement

ADVISORY AGREEMENT, dated [DATE], 2023 (“Agreement”), between TIFF INVESTMENT PROGRAMInvestment Program, a Delaware statutory trust (“TIP”), for the account of its Multi-Asset Fund (the “Fund”), and TIFF Advisory Services LLC., a Delaware limited liability company (the “Adviser”).

In consideration of the mutual agreements herein made, the parties hereto agree as follows:

1. Attorney-in-Fact. TIP hereby appoints the Adviser to act as investment adviser to the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein described, for the compensation herein provided.

2. Duties of the Adviser. Under the supervision and subject to the control of TIP’s Board of Trustees, the Adviser shall manage the investment program of the Fund and, in particular, shall perform the following duties in addition to any others that the Board of Trustees and the Adviser agree are appropriate to support and enhance the investment program of the Fund:

Money Manager Selection and Supervision

(a) Establish, in consultation with the Board of Trustees of TIP, criteria for identification and selection of money managers for the Fund;

(b) Identify, screen, and interview money managers for the Fund, analyze the capabilities of such managers, and, subject to review and approval of the Board of Trustees, select one or more money managers to invest the Fund’s assets in light of the capabilities of available managers and expectations as to the way in which the investment programs and styles of each will contribute, in tandem, to the overall performance of the Fund;

(c) Negotiate discretionary management agreements between TIP and money managers on suitable terms with particular attention to performance benchmarks and fees, it being understood that (except with respect to cash and other management by the Adviser, as provided below) the agreements will vest with the money managers, and not with the Adviser, the discretion to select particular investments within the investment program, performance benchmark or benchmarks, investment policies, and restrictions set forth in such agreement or otherwise agreed from time to time, and advise TIP’s Board of Trustees, which has final authority for the approval or disapproval of such agreements, as to the terms thereof and other pertinent information with respect thereto;

(d) Review periodically the performance of each money manager against the manager’s performance benchmark and the manager’s overall contribution to the Fund’s performance, and make such recommendations to TIP’s Board of Trustees as the Adviser deems appropriate with respect to the continuation, modification, or termination of the agreement with the manager;

(e) Allocate and reallocate funds to and among money managers in light of changing market conditions, manager performance, and other factors that the Adviser deems relevant with the objective of maximizing the Fund’s investment performance;

(f) Review the investment objectives, policies, and restrictions applicable to the Fund in light of the Fund’s performance and make recommendations the Adviser deems appropriate with respect to any changes in such objectives, policies, and restrictions.

Cash and Other Management

(a) Arrange for the management of cash invested in the Fund pending its allocation to managers and, when permitted under terms of manager agreements, for the management of cash allocated to managers pending investment in accordance with the manager’s investment program; such arrangements may involve retention of one or more cash managers under agreements negotiated by the Adviser and approved by TIP’s Board of Trustees and may also involve investment by the Adviser in money market instruments and other securities in accordance with the Fund’s investment policies and restrictions applicable to the management of cash or the acquisition (with, in the discretion of the Adviser, assistance from registered commodity trading advisers or other registered persons) of futures contracts or derivative instruments providing a synthetic exposure to the investment market consistent with the Fund’s investment program.

(b) Make investments in securities, including ETFs and other registered and unregistered funds, and derivative instruments on behalf of the Fund to enhance returns, mitigate risks, adjust asset allocations, gain or reduce exposure to a particular market, manage cash, or otherwise pursue the performance objectives of the Fund. The Adviser shall be authorized to exercise discretion regarding any voting rights, rights to consent to corporate actions, and any other rights pertaining to securities and instruments held by the Fund, whether such securities and instruments are managed directly by the Adviser or by a money manager, and may delegate such authority to a money manager; provided, however, that the Adviser shall comply with any instructions received from the Fund as to the voting of securities or other instruments, the exercise of such rights, and the handling of proxies.

All of the foregoing duties, and any others that may be performed by the Adviser from time to time, shall be performed in accordance with the investment objectives, policies, and restrictions set forth in TIP’s Registration Statement under the Investment Company Act of 1940, as amended (the “1940 Act”), as such Registration Statement may be amended from time to time, and in conformity with the 1940 Act and other applicable law. The Adviser shall use its best judgment in the performance of its duties under this Agreement.

3. Further Provisions Involving Cash and Other Management by the Adviser. The provisions of this section pertain to investment by the Adviser in money market instruments and other securities and instruments.

(a) Records. The Adviser shall maintain proper and complete records relating to the furnishing of investment management services under this Agreement, including records with respect to the Fund’s securities transactions required by the 1940 Act and rules thereunder. All records maintained pursuant to this Agreement shall be subject to examination by TIP and by persons authorized by it during reasonable business hours upon reasonable notice. Records required to be maintained by the 1940 Act shall be the property of TIP; the Adviser will preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act and shall surrender such records promptly at TIP’s request. Upon termination of this Agreement, the Adviser shall promptly return records that are TIP’s property and, upon demand, shall make and deliver to TIP true, complete, and legible copies of such other records maintained as required by this Section 3(a) as TIP may request. The Adviser may retain copies of records furnished to TIP.

(b) Reports to Custodian. The Adviser 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 Adviser shall render to the Board of Trustees of TIP such periodic and special reports as the Board may reasonably request.

(d) Selection of Brokers. The Adviser shall place all orders for the purchase and sale of securities and other instruments managed by the Adviser hereunder on behalf of the Fund with brokers or dealers selected by the Adviser in conformity with the policy respecting brokerage set forth in the Statement of Additional Information included in the Registration Statement. Neither the Adviser nor any of its officers, employees, or affiliates 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 this Agreement, except as permitted by applicable law, regulation, rule, exemptive relief, or relevant guidance from or by the appropriate regulatory body.

4. Standard of Care/Indemnification. Subject to Section 36 of the 1940 Act, the Adviser shall not be liable to TIP for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund and the performance of its duties under this Agreement except for losses arising out of the Adviser’s bad faith, willful misfeasance, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. TIP agrees to indemnify the Adviser for any claims, losses, costs, damages, or expenses (including fees and disbursements of counsel, but excluding the ordinary expenses of the Adviser arising from the performance of its duties and obligations under this Agreement) whatsoever arising out of the performance of this Agreement except for those claims, losses, costs, damages, and expenses resulting from the Adviser’s bad faith, willful misfeasance, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

5. Other Investment Activity. Subject to restrictions imposed by law and by applicable Codes of Ethics adopted by TIP and by the Adviser, the Adviser and its directors, officers, affiliates, or employees may buy, sell, or trade in any securities for accounts in which they have a beneficial interest and for accounts over which they exercise investment discretion. TIP acknowledges that the Adviser and its officers, directors, and employees may at any time have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the account of the Fund and that the Adviser will have no obligation to acquire for the Fund a position in any investment that the Adviser, or its officers, directors, or employees may acquire, if in the sole discretion of the Adviser, it is not feasible or desirable to acquire a position in such investment for the account of the Fund.

6. Expenses. The Adviser shall pay all of its expenses arising from the performance of its obligations under this Agreement including the costs of office space, equipment, and personnel necessary to discharge those obligations including, in particular, the salaries and expenses of officers of TIP who are officers or employees of the Adviser who are performing duties under this agreement. The Adviser shall pay all fees, if any, and reimburse all expenses of its directors except to the extent such directors are trustees of TIP and expenses related to attendance at meetings of the Board of Trustees of TIP or any committee thereof or advisors thereto. The Adviser shall not be required to pay any other expenses of TIP, including, without limitation: money manager fees; brokerage commissions; fees and expenses of administrators, independent attorneys, auditors, custodians, accounting agents, and transfer agents including maintenance of books and records that are required to be maintained by TIP’s custodian or other agents of TIP; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers, and other specialists, if any; taxes; costs of share certificates and any other expenses (including clerical expenses) of issue, sale, repurchase, and redemption of shares; expenses of registering and qualifying shares of TIP under federal and state laws and regulations; expenses relating to investor and public relations including telephone, facsimile, postage, and other communications expenses, and expenses of printing and distributing reports, notices, information statements, and proxy materials to existing shareholders; expenses of printing and filing reports and other documents with governmental agencies; expenses of annual and special shareholders meetings; insurance premiums, including premiums for indemnification insurance for trustees and officers of TIP; and extraordinary expenses such as litigation expenses. Except as set forth in the first sentence of this Section 6, nothing herein shall limit the ability of the Adviser and the TIP Board of Trustees to agree from time to time to the appropriate allocation of costs and expenses between the parties, including salaries and expenses of officers or employees of TAS who are performing duties for TIP other than those set forth under this Agreement.

7. Compensation. (a) As compensation for the services performed and the facilities and personnel provided by the Adviser pursuant to this Agreement, TIP will pay to the Adviser at or promptly after the end of each calendar month, a fee, calculated on each day during such month, at an annual rate of the Fund’s average daily net assets, as follows:

The Adviser shall be entitled to receive during any month such interim payments of its fee hereunder as the Adviser shall request, provided that no such payment shall exceed 50% of the amount of such fee then accrued on the books of the Fund and unpaid.

(b) If the Adviser shall serve hereunder for less than the whole of any month, the fee payable hereunder shall be prorated.

(c) For purposes of this Section 7, the “average daily net assets” of the Fund shall mean the average of the values placed on the Fund’s net assets on each day pursuant to the applicable provisions of TIP’s Registration Statement, as it may be in effect from time to time.

8. Term of Agreement. This Agreement shall continue in full force and effect until one year from the date hereof, and will continue in effect from year to year thereafter if such continuance is approved in the manner required by the 1940 Act, provided that this Agreement is not otherwise terminated. The Adviser may terminate this Agreement at any time, without payment of penalty, upon 60 days’ written notice to TIP. TIP may terminate this Agreement with respect to the Fund at any time, without payment of penalty, upon 60 days’ written notice to the Adviser by vote of either the Board of Trustees or a majority of the outstanding voting securities (as defined by the 1940 Act) of the Fund. This Agreement will automatically terminate in the event of its assignment (as defined by the 1940 Act).

9. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require or to impose any duty upon either of the parties to do anything in violation of any applicable laws or regulations. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement with respect to the subject matter hereof whether oral or written, including any prior advisory agreement between the parties. This Agreement may be amended from time to time pursuant to a written agreement executed by TIP, on behalf of the Fund, and the Adviser, subject to approval, if required, by TIP’s Board of Trustees and shareholders of the Fund, in the manner set forth in any applicable exemptive order or under then current federal law, rule, regulation, or Securities and Exchange Commission staff interpretation thereof.

10. Rights Relating to Corporate Name. The Adviser and TIP each agrees that the phrase “TIFF” or “The Investment Fund for Foundations,” which comprises a component of TIP’s corporate name, is a property right of the Adviser. TIP agrees and consents that (i) it will only use the phrase “TIFF” as a component of its corporate name and for no other purpose; (ii) it will not purport to grant to any third party the right to use the phrase “TIFF” for any purpose; (iii) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the phrase “TIFF” or any combination or abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, including a grant of such right to any other investment company, and at the request of the Adviser, TIP will take such action as may be required to provide its consent to such use or grant; and (iv) upon the termination of any investment advisory agreement into which the Adviser and TIP may enter, TIP shall, upon request by the Adviser, promptly take such action, at its own expense, as may be necessary to change its corporate name to one not containing the phrase “TIFF” and following such a change, shall not use the phrase “TIFF,” “The Investment Fund for Foundations,” or any combination thereof, as part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its officers, directors, and stockholders to take any and all actions that the Adviser may request to effect the foregoing and recovery to the Adviser any and all rights to such phrase.

IN WITNESS WHEREOF, TIP and the Adviser have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

Exhibit B. DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER OF TAS AND TAS LLC AND OFFICERS OF BOTH THE FUND AND TAS OR TAS LLC

The directors and the principal executive officer of TAS and their positions with TAS are as follows.

The principal executive officer of TAS LLC is expected to be Clarence K. Brenan (expected Chief Executive Officer) and the directors of TAS LLC are expected to be Mr. Brenan, Jessica N. Portis (expected Head of Member Portfolio Management and Services of TAS LLC), Jay L. Willoughby and Robert J. Zion.

*Fund officer who is expected to own common equity interests of TAS LLC as of the completion of the Reorganization, either directly or indirectly via their ownership of interests of a Delaware limited liability holding company. The only Fund officer who is expected to own 10% or more of the common equity interests of TAS LLC as of the closing of Reorganization, either directly or indirectly via his ownership of interests of such Delaware limited liability holding company, is Clarence K. Brenan.

Exhibit C. GOVERNANCE COMMITTEE CHARTER

TIFF Investment Program

Governance Committee Charter

The Governance Committee is a committee of the Board of Trustees of TIFF Investment Program (“TIP”). Its primary functions are to:

● provide counsel to the Board of Trustees (“Board”) with respect to the organization, function and composition of the Board and its committees;

● identify and recommend to the Board potential trustee candidates; and

● lead the Board in an annual review of the Board and its committees.

The Committee shall be composed of at least three trustees. Members of the Committee shall be trustees who are not “interested persons” of TIP, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”).

The members and Chair of the Committee shall be elected annually by the Board and serve until their respective successors shall be duly elected.

The Committee shall meet at least once annually and hold such additional meetings as the Committee shall deem necessary. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee.

The presence in person or by telephone of 50% of the number of the Committee members shall constitute a quorum at any meeting.

The Committee shall:

Appendix A

The Committee shall:

The Committee shall:

Appendix A

The Committee shall:

(Replaced the former TIP Nominating Committee Charter)

PROXY CARDExhibit D. AUDIT COMMITTEE CHARTER

TIFF Investment Program
Audit Committee Charter

This proxy card is solicited on behalf of the

The Board of Trustees (the “Board”) of TIFF Investment Program (“TIP” or the “Company”), on behalf of its various series (the “Funds”), hereby establishes the following guidelines for the composition, mission, and responsibilities of the Audit Committee (the “Committee”). The primary purposes of the Committee are to oversee each Fund’s accounting and financial reporting policies, audits of its financial statements, and its internal controls over financial reporting.

The undersigned hereby appoints Clarence Kane Brenan, Robert J. Zion,Committee will endeavor to ensure the quality and Christian A. Szautner,objectivity of the Company’s independent audits and each of them, proxies for the undersigned, with full power of substitutionCompany’s financial statements, act as a liaison between the Board and revocation,the Company’s registered public accounting firm (“Independent Auditors”),¹ and periodically report to represent the undersigned,Board. In performing its duties, the Committee shall have unrestricted access to the Independent Auditors and to vote on behalfthe Funds’ investment adviser, money managers, administrator, and the executive and financial management personnel of the undersigned, all shares of TIFF Multi-Asset Fund and TIFF Short-Term Fund (the “Funds”) in connection withCompany. The Independent Auditors shall report directly to the special meetingCommittee.

Composition of the members of TIP, to be held at 4:00 p.m., Eastern time, on November 19, 2020, at the offices of TIFF Advisory Services, Inc., 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087 and at any adjournment(s) thereof. When properly executed and returned, this proxy card will be voted in the manner directed herein by the undersigned.  If no direction is made on a properly executed card, this proxy card will be voted for approval of the Proposal referenced below.

Important Notice Regarding the Availability of Proxy Materials for TIP’s Special Shareholder Meeting to be held on November 19, 2020: A copy of the notice and the proxy statement is available at https://www.tipfunds.org.

Please refer to the proxy statement for a discussion of the Proposal before voting.  The Proposal is being made by TIP.  The board of trustees recommends that you vote “FOR” each nominee named in the Proposal.  Please indicate your vote by filling in the appropriate box below.Committee

Duties and Responsibilities

The Committee, with respect to financial statements and financial reporting processes, shall have the following specific duties and responsibilities:

¹ The Independent Auditors must be registered with the Public Company Accounting Oversight Board (“PCAOB”) in accordance with §102 of the Sarbanes Oxley Act of 2002 (the “SOX Act”).

The Committee, with respect to the audit process, shall have the following specific duties and responsibilities:

² The selection of the Independent Auditors must be approved by a vote of a majority of the Independent Trustees.

³ As used herein, “investment adviser” does not include a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser, including any money manager.

⁴ The SOX Act prohibits the Independent Auditors from providing certain enumerated non-audit services contemporaneously with the Company’s audit. These services include: (i) bookkeeping or other services related to the accounting records or financial statements of the audit client; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions, (vii) human resources; (viii) broker-dealer, investment adviser, or investment banking services; (ix) legal services; (x) expert services unrelated to the audit; or (xi) any other non-audit service the Board determines to prohibit.

⁵ The pre-approval requirement may be waived for non-audit services to be provided to the Company or covered non-audit services if certain de minimis requirements are met. The Committee may delegate to one or more designated Committee members the authority to grant pre-approvals with respect to such services. The decisions of any Committee member with such authority, if applicable, shall be presented to the full Committee at each of its scheduled meetings.

In their discretion,addition, the proxies are authorized to vote uponCommittee will perform such other business, including any adjournmentfunctions consistent with this Charter, the Company’s Agreement and Declaration of Trust, By-laws, and applicable law, as the Committee or the Board deems necessary and appropriate.

In fulfilling their responsibilities under this Charter, it is recognized that members of the meeting, as may properly come beforeCommittee are not employees of the meeting.Company and it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to reasonably rely on the accuracy of the financial and other information provided to the Committee by the Company’s officers and employees and its internal and external service providers, absent actual knowledge to the contrary.

PROXY CARD

Meetings

PLEASE SIGN AND DATE ABOVE.

Reporting

The Chair will report to the Board on the Committee’s activities and make such recommendations as it deems appropriate. The Committee will keep minutes of its meetings, which will be available to the Board for its review.

Amendments

The Committee shall review this Charter at least annually and recommend changes, if any, to the Board. This Charter may be amended by a vote of a majority of the Board members.

Other

The Committee shall have the authority to retain its own independent counsel and other experts or consultants whose expertise would be considered helpful to the Committee. The Company shall provide for appropriate funding, as determined by the Committee for payment of compensation to: (i) the Independent Auditors and (ii) any advisers employed by the Committee.

Amended: June 9, 2003

Amended: September 21, 2011

Amended: September 9, 2015

Amended: March 2, 2018

Amended: September 29, 2021

ADDRESS SLIP SHEET