† Effective January 1, 2006, TIP instituted a matching gift program. TIP will match contributions made by TIP independent directors who do not receive compensation from TIP to eligible tax-exempt charitable organizations. TIP will match only the agreement. There are no plans currently under considerationgift portion of payments to charitable organizations. Any payment for which the donor receives a specific benefit in return will be reduced by either TIP or TAS to reallocate any current or future costs and expenses among the parties.
Considerationfair market value of the New Advisory Agreement bybenefit to determine the TIP Board. At an in-person meeting held on March 21, 2011, the TIP board approved the New Advisory Agreement. The board requested and received information from TAS in advancegift portion of the meeting, which information the board reviewed separately in executive session with its independent counsel. The materials provided included information regarding personnel and services, investment strategies, portfolio management, fees and expenses, performance, and TAS’s profitability. Information about brokerage and commission practices was also supplied, including allocation methodologies, best execution, and soft dollar programs. Extensive information with respect to compliance, administration, and risk management was supplied, such as information on TAS’s compliance programs, including its code of ethics and business continuity procedures, as well as information concerning any material violations of such programs, chief compliance officer background, disclosure about regulatory examinations or other inquiries, and confirmation that there were no litigation proceedings affecting TAS.payment.
In addition, the board considered (1) a memorandum from the board’s independent counsel setting forth the board’s fiduciary duties and responsibilities under the 1940 Act and the factors the board should consider in its evaluation of the New Advisory Agreement; (2) a memorandum from TAS requesting that the board consider the fee increase and describing TAS’s reasons for the request; (3) responses by TAS to a questionnaire prepared by the board’s independent counsel requesting information necessary for the board to evaluate the New Advisory Agreement; (4) two reports prepared by Keil Fiduciary Strategies (“KFS”), a firm that had been retained by the TIP board to assist it in its evaluation of the proposed fee increase; (5) a profile for TAS detailing the lead portfolio manager for the Fund, the current and proposed fee schedules, and the fees paid to TAS and expected to be paid to TAS under the current and proposed fee schedules, respectively; (6) information provided by TAS comparing the fees charged to Multi-Asset Fund with those charged to comparable clients of TAS; (7) an estimated cost allocation of actual 2010 expenses prepared by TAS, and other information relevant to the board’s evaluation of the reasonability of the proposed fee schedule and its expected impact on TAS’s profitability, including audited financial statements of TAS for the year ended December 31, 2009, a profit and loss summary for the year ended December 31, 2010, and TAS’s unaudited balance sheet as of December 31, 2010.
Board Leadership Structure and Oversight of Risk Management.The board was joined telephonically for a portion of its executive session by Jeff Keil, principal of KFS, who commented on the written reports KFS had provided to the board in advancefollowing provides an overview of the meeting.leadership structure of the TIP board and the TIP board’s oversight of TIP’s risk management process. The TIP board is currently composed of three directors, none of whom is an ‘‘interested person’’ (as defined in Section 2(a)(19) the 1940 Act) of TIP (each, an ‘‘independent director’’). An independent director serves as chair of the TIP board. In addition, at the requestthere are three standing committees of the TIP board, to which the TIP board has delegated certain membersauthority and oversight responsibilities. The function of TAS management joined a portioneach of the executive sessioncommittees is described below. Each of the audit committee, the governance committee and the investment oversight committee is comprised solely of the three independent directors. The independent directors conduct a self-evaluation annually, which process is overseen by the governance committee. As part of the self-evaluation, the TIP board’s leadership and committee structure are reviewed to determine whether such structures are appropriate to enable the TIP board to ask questionsexercise its oversight of TIP. The TIP board believes that its current leadership and requestcommittee structures enable it to effectively oversee the management of TIP.
TIP has retained TAS as TIP’s investment advisor and State Street Bank and Trust Company (‘‘State Street Bank’’) as TIP’s administrator. In addition, TAS provides certain additional informationservices pursuant to a services agreement. TAS provides the TIP Funds with investment advisory services, and is responsible for managing the investment program of the Funds, including monitoring the performance of the Funds and the money managers and the risks that arise from the investment strategies pursued by TAS after whichand the money managers. State Street Bank provides specified services necessary to the general day-to-day business activities and operations of TIP, other than investment advisory activities. As part of its duties under the services agreement, TAS management was excused. In its deliberationsprovides general oversight of State Street Bank and other vendors providing services to the Funds.
Risks to TIP include, among others, investment risk, credit risk, liquidity risk, valuation risk and operational risk, as well as the overall business risk relating to the Funds. TAS monitors the Funds and, with respect to TIFF Multi-Asset Fund, TIFF International Equity Fund, and TIFF US Equity Fund, allocates and re-allocates TIP’s assets among the proposed fee schedulemoney managers, taking into consideration each Fund’s investment and performance objectives as well as other variables, such as the New Advisory Agreement,money managers’ performance, prevailing market conditions and other factors TAS deems relevant. (As of the date of this proxy statement, TIFF International Equity Fund and TIFF US Equity Fund are in the process of being liquidated, which liquidation is expected to be completed prior to the date of the Meeting.) TAS recommends to the TIP board was advised by its independent legal counsel and weighedadditional money managers to invest the matters before itFunds’ assets, in light of the advice provided by such counselcapabilities of available managers and TAS’s expectations as to the lawway in which the investment programs and styles of the money managers will complement each other and contribute to the overall performance of the Funds. In addition, TAS reviews the investment objectives, policies and restrictions applicable to the review of investment advisory contracts. After consideration of the proposal, including the information summarized aboveFunds and below in this proxy statement and all factors deemed relevant, the board concluded that the New Advisory Agreement was reasonable, fair, and in the best interests of the Fund and its members, and that the fees provided in the New Advisory Agreement were fair and reasonable. Therefore, the board voted to approve the New Advisory Agreement for the Fund, to submit the New Advisory Agreementrecommends such changes to the Fund’s members for approval, and to recommend thatTIP board as TAS deems appropriate. In so doing, TAS considers the Fund’s members vote in favor of the proposal.
The board based its evaluation of the New Advisory Agreement and the proposed fee schedule on the material factors presented to it at the meeting, including (1) the terms of the New Advisory Agreement; (2) the reasonableness of the proposed fee schedule in light of the nature and quality of the services provided and any additional benefits received by TAS in connectionrisks associated with providing services to the Fund; (3) the nature, quality, and extent of the services performed by TAS,each money manager’s investment strategy, as well as the costpolicies and restrictions adopted by the Funds, and allocates assets and takes other steps in an effort to adjust the risk level of each Fund accordingly. While TAS of providingis authorized to allocate and re-allocate assets among existing money managers, the services; (4) the fees charged by TAS to the Fund and other similar clients; and (5) the overall organization and experience of TAS. In reaching its conclusion toTIP board must approve the New Advisory Agreement,appointment of any new money managers.
In connection with each of 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.
Nature, Extent, and Quality of Services. The board considered a number of factors in evaluating TAS. It noted that it receives information atTIP board’s regular meetings, throughout the yearindependent directors meet separately from TAS with their independent counsel and with TIP’s CCO. During these meetings the independent directors and the CCO discuss issues related to portfolio compliance and, on at least an annual basis, the services rendered byTIP board receives a report from the CCO regarding the effectiveness of TIP’s compliance program. In addition, the TIP board receives reports from TAS on the investments, portfolio positioning, strategies and characteristics, performance, liquidity, and certain valuation matters of the Funds. The TIP board receives reports from TAS regarding TIP’s primary service providers on a periodic or regular basis, including the money managers as well as the Fund’s performance, expense,TIP’s administrator and compliance information. Itcustodian. The TIP board also noted that it receives information between regular meetings as the need arises. The board’s evaluation of the services provided byrequires TAS took into account the board’s knowledge and familiarity gained as board members, including the scope and quality of TAS’s investment management capabilities in selecting money managers, allocating Fund assets across asset classes and managers, managing certain types of assets in-house (e.g., Treasuries, futures contracts, and derivatives), and its compliance responsibilities. The board noted that, over time, TAS expected to add investment personnelreport to the team that managesTIP board on other matters relating to risk management on a regular and supports the Fund. The board also noted the nature and quality of services that TAS provides pursuant to a separate Services Agreement, for which TAS is separately compensated. The board concluded that, overall, it was satisfied with the nature, extent, and quality of services provided under the Current Advisory Agreement and the Services Agreement, noting that the same or a similar level of services was expected to be provided under the New Advisory Agreement.as-needed basis.
Investment PerformanceAudit Committee. Each of TIP’s independent directors serves on the audit committee of the Fund.TIP board. The purposes of the audit committee, which are set forth in its charter, are to (a) select and recommend to the TIP board reviewed the Fund’s investmentindependent auditors and review the nature and performance versusof audit and other services; (b) oversee TIP’s accounting and financial reporting policies and practices, its benchmarks, includinginternal controls, and, as appropriate, the Consumer Price Index (“CPI”) + 5% per annum,internal controls of certain service providers; (c) oversee the Multi-Asset Fund Constructed Index (“CI”), based on the normal allocation to each asset class,quality and objectivity of TIP’s financial statements and the Morgan Stanley Capital International All Country World Index, for the one-year, three-year, five-year, ten-year,independent audit thereof; and since inception periods ended December 31, 2010. The Fund’s average annualized total returns (before the deduction of entry and exit fees levied on member purchases and redemptions) exceeded those of the benchmarks for all periods, except the three-year period. The board also reviewed the Fund’s investment performance versus the average of the funds in the Lipper Inc.’s Global Flexible Portfolio category for the one-year, three-year, five-year, and ten-year periods ended December 31, 2010, noting that the Fund’s returns exceeded those of the Lipper peer group for each of the time periods reviewed. The board also considered the Fund’s performance relative to certain other multi-asset or asset allocation mutual funds selected by TAS over various time periods. The Fund’s performance compared favorably to such other funds, although it did not outperform every fund for every time period reviewed. The board noted that KFS commented favorably on the Fund’s performance. The board also noted TAS’s implementation of the Fund’s investment strategy across multiple asset classes and money managers. Overall, the board was satisfied with the Fund’s performance.
Costs and Profitability. The board considered the profitability of TAS(d) act as a result of its relationship with the Fundliaison between TIP’s independent auditor and the likelihood that it would remain financially viable moving forward.full TIP board. The board reviewed the advisory fees TAS earned from the Fund foraudit committee met twice during the fiscal year ended December 31, 2010, which, based2010.
Governance Committee. Each of TIP’s independent directors also serves on the estimated cost allocations provided by TAS forgovernance committee of the same time period, was not sufficientTIP board. The governance committee’s primary functions, which are set forth in its charter, are to cover TAS’s costs in providing services(a) provide counsel to the Fund. Thefull TIP board also reviewedwith respect to the advisory fees TAS would have earned from the Fund had the proposed fee schedule been in effect during 2010, including the amount of an increase this represented as a percentageorganization, function, and composition of the current fee scheduleboard and in basis points. The board considered the fees TAS received from the Fund pursuantits committees; (b) identify and recommend to the Services Agreement forfull TIP board potential director candidates; and (c) lead the full TIP board in an annual review of the board and its committees. The governance committee’s responsibilities include (i) director nominations, elections, and training; (ii) committee nominations and functions; and (iii) governance oversight. The governance committee charter is included as Appendix A to this proxy statement. The governance committee met four times during the fiscal year ended December 31, 2010,2010. The governance committee will consider nominees recommended by TIP members and noted thatwill assess such nominees in the Fund reimburses TASsame manner it reviews committee nominees. The principal criterion for certain costs relatedselection of candidates is their ability to TIP’s Chief Compliance Officer. Based on TAS’s estimated cost allocations,contribute to the increased revenues, together with the fees earned under the Services Agreement, would have allowed TAS to approximately break even, and as Fund assets grow, will provide the modest cushion that TAS seeks. The board also noted that TAS bears the costoverall functioning of the Fund’s distribution arrangementsboard and to carry out the responsibilities of the directors. The directors also consider diversity in selecting nominees, but place primary focus on a candidate’s background and experience. The committee may use any process it deems appropriate for the purpose of evaluating candidates. The committee shall evaluate candidates’ qualifications for board membership and their independence from TAS, TIP’s money managers, and other principal service providers. Persons selected to serve as independent directors must be “disinterested” or independent in terms of both the letter and the spirit of the 1940 Act. The 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, Inc., Attn: Governance Committee, Four Tower Bridge, 200 Barr Harbor Drive, Suite 100, West Conshohocken, Pennsylvania 19428. Such nominations should include appropriate information on the amounts expendedbackground 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 such arrangements forconsideration when there is a vacancy on the TIP board.
Investment Oversight Committee. Each of TIP’s independent directors also serves on the investment oversight committee of the TIP board. The investment oversight committee’s primary function, which is set forth in its charter, is to oversee the investment activities of each Fund. The investment oversight committee’s responsibilities include (a) reviewing investment performance of each Fund at least quarterly; (b) reviewing the investment objectives of each Fund at least annually; and (c) reviewing the exposures and risk characteristics of each Fund at least annually. The investment oversight committee was formed at the December 2010 TIP board meeting and it met once during the fiscal year ended December 31, 2010 had been included in2010.
Share Ownership of TIP Directors. The TIP Funds are available primarily to foundations, endowments, other 501(c)(3) organizations, and certain other non-profit organizations. Accordingly, as of December 2, 2011, the materials provided to the board. The board was satisfied with TAS’s profitability analysisdirectors and concluded that the proposed fee schedule was fair and reasonable. KFS’s report supported this conclusion.
The board noted that it was separately being asked by TAS to considerofficers of TIP as a proposed reorganization of two other TIP funds which would result in those other funds being combined with and into Multi-Asset Fund. A second report prepared by KFS analyzed the profitabilitygroup owned less than 1% of the Fund to TAS on a pro forma basis assuming the implementationoutstanding shares of the proposed fee schedule and the consolidation of such other funds into Multi-Asset Fund. Mr. Keil reviewed his report with the board during the executive session and, at the request of the board, TAS management commented on the report. There were a number of assumptions that were required to be made by KFS to prepare the analysis and, overall, the results of the analysis did not alter the board’s conclusion that the proposed fee schedule was fair and reasonable.
Fees and Expenses (including Potential Economies of Scale). The board reviewed TAS’s advisory fee and Multi-Asset Fund’s fees and expenses for the year ended December 31, 2010, and on a pro-forma basis considering the effects of the proposed fee schedule. In its report, KFS compared such fees and expenses to those of a projected 2011 Lipper Inc. peer expense group for theany Fund. The KFS report revealed that Multi-Asset Fund’s total expense ratio usingfollowing table sets forth information regarding the current fee scheduleaggregate dollar range of equity securities in all Funds beneficially owned by each director and excluding the expenses associated with acquired funds was the lowest in the projected 2011 expense group, consistingnominee for director as of seven funds. Using the proposed fee schedule, Multi-Asset Fund’s total expense ratio would have been higher than the expense ratios of two of the funds in the projected expense group and lower than the expense ratios of four funds in the projected expense group. In each case, Multi-Asset Fund’s expense ratio was below the average expense ratio for the projected expense group. The KFS report noted that none of the other funds in the projected expense group makes significant use of acquired funds, such as hedge funds, and when considering the effect of the acquired funds’ fees and expenses, Multi-Asset Fund’s total expense ratio appeared to be higher than that of all of the funds in the projected expense group. The board noted the acquired funds’ contributions to Multi-Asset Fund’s investment performance and also the fact that most of the acquired funds had performance based fee schedules, so the acquired funds’ fees and expenses would tend to be higher when performance of such funds’ was good and lower when performance lagged.December 2, 2011:
Name of Director | Dollar Range of Equity Securities in Each Fund‡ | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies |
| | |
Independent Directors / Nominees | | |
| | |
Craig Carnaroli | None | None |
Sheryl Johns | None | None |
William McCalpin | None | None |
N.P. “Narv” Narvekar | Over $100,000 (Multi-Asset Fund) | Over $100,000 |
The board also considered TAS’s advisory feeTo the knowledge of the Funds, as of December 2, 2011, the independent directors and Multi-Asset Fund’s fees and expenses relative to certain other multi-assettheir immediate family members did not own beneficially or asset allocation funds selectedof record securities of any investment advisor or money manager of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, TAS. Both TAS andor under common control with any investment advisor or money manager of the KFS report noted the limited usefulness of such data dueFunds.
Member Communications to the differencesDirectors. Members may send communications to the directors by visiting The Investment Fund for Foundations website at www.tiff.org, or by addressing such correspondence directly to TIFF Investment Program, Inc., Four Tower Bridge, 200 Barr Harbor Drive, Suite 100, West Conshohocken, Pennsylvania 19428. When writing to the board, members should identify themselves, the fact that the communication is directed to the board, the Fund about which they are writing, and any relevant information regarding their Fund holdings. Except as provided below, the Secretary shall either (i) provide a copy of each member communication to the board at its next regularly scheduled meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the board promptly after receipt. The Secretary will also provide a copy of each member communication to the Fund’s Chief Compliance Officer. The Secretary may, in good faith, determine that a member communication should not be provided to the board or CCO because it does not reasonably relate to the Funds or the Funds’ operations, management, activities, policies, service providers, board, officers, members, or other matters relating to an investment strategies and techniques pursued by such other funds as well as differences in fund structures. Multi-Asset Fund’s advisory fees, including TAS’s fees and those of the money managers but not the advisory fees that Multi-Asset Fund bears indirectlyFunds or is otherwise ministerial in nature (such as a result of its investments in acquired funds, were lower than four of the funds in the group and higher than four of the funds in the group; and Multi-Asset Fund’s total expense ratio was higher than all of the other funds in the group. It was noted that none of the other funds in the group made extensive use of hedge funds in their acquired funds bucket, as Multi-Assetrequest for Fund does and that, unlike Multi-Asset Fund, many of the other funds in the group made extensive use of affiliated funds in their acquired funds bucket. Both of these factors would tend to result in Multi-Asset Fund having a higher expense ratio than the other funds.literature, share data or financial information).
The KFS report also included a comparison of Multi-Asset Fund’s advisory fees to a group of manager-of-managers funds culled from Lipper Inc.’s database. Noting the structural differences between Multi-Asset Fund and such other funds, the KFS report indicated that Multi-Asset Fund generally compared favorably to such other funds.
The board also considered the advisory fees paid by another non-mutual fund client of TAS that had a similar investment program to that of Multi-Asset Fund, noting that the proposed fee schedule compared favorably to the fee schedule between TAS and such other client.
TAS’s current fee schedule and the proposed fee schedule include breakpoints that enable Multi-Asset Fund to benefit from economies of scale at the Fund’s current asset levels. The board noted that the proposed fee schedule has fewer breakpoints and that the breaks occur at higher asset levels than the current fee schedule, but that the Fund’s assets were at a level that the Fund would enjoy the benefits of economies of scale under both fee schedules. The board questioned TAS management during the executive session about the rationale behind the change in the breakpoints and was satisfied with TAS management’s response. The board and TAS management undertook to review and consider from time to time whether the Fund continued to benefit from economies of scale should the Fund’s assets continue to grow. The board concluded that the Fund’s advisory fees and total expenses, including those that reflected the proposed fee schedule, were reasonable in light of the quality and nature of services provided and expected to be provided under the New Advisory Agreement.
Vote Required.Approval The election of directors, as set forth in the New Advisory AgreementProposal, will be determined by the affirmative “votevote of a majorityplurality (the greatest number of the outstanding voting securitiesaffirmative votes) of the Fund”all votes cast, either in person or by proxy, at a Meeting at which a quorum is present. A “vote
TIP’S DIRECTORS RECOMMEND THAT
MEMBERS VOTE “FOR” EACH NOMINEE.
‡ Securities valued as 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 outstanding 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. Because all of the Fund’s shares are held directly by its members and not through any brokers, dealers or other financial intermediaries, the Fund does not expect to receive any “broker non-votes.”December 2, 2011.
TIP'S DIRECTORS RECOMMEND THAT
MEMBERS VOTE "FOR" THE PROPOSAL.
II. II. | OTHER MATTERS TO COME BEFORE THE MEETING |
Management of TIP does not know of any matters to be presented at the Meeting that are notother 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.
III. III. | INFORMATION ABOUT TIP AND ITS OTHER SERVICE PROVIDERS |
TIP Board of Directors. The name, address, and principal occupation of each member of the TIP board can be found on Appendix B to this proxy statement.
Investment Adviser.Advisor. TAS, with principal offices at Four Tower Bridge, 200 Barr Harbor Drive, Suite 100, West Conshohocken, Pennsylvania 19428, serves as the adviser to the TIP mutual fund family. The name, address, and principal occupation of the principal executive officer and each director of TAS, as well as the name of each officer of TIP who is an officer, employee, or director of TAS, can be found on Appendix B to this proxy statement. Neither TAS nor TIP is aware of any financial condition of TAS that is reasonably likely to impair the financial ability of TAS to fulfill its commitment to the Fund under either the Current Advisory Agreement or the New Advisory Agreement. TAS does not serve as an investment advisor to any other mutual fund having investment and performance objectives and an investment program similar to the Fund’s.Funds.
Money Managers. In addition to TAS, theTIFF Multi-Asset Fund is managed by ten independentexternal money managers.managers recommended by TAS and approved by the TIP board. TIFF Short-Term Fund is managed by TAS.
Custodian, Administrator, Fund Accounting Agent, Transfer Agent, Registrar, and Dividend Disbursing Agent. State Street Bank, & Trust Company (formerly Investors Bank & Trust Company) (“State Street”), 200 Clarendon Street, Boston, Massachusetts 02116, serves as the custodian of the Fund’sFunds’ assets as well as itsthe administrator, accounting agent, transfer agent, registrar, and dividend disbursing agent. As custodian, State Street Bank employs sub-custodians outside of the United States.States for TIFF Multi-Asset Fund.
Other Administrative Services. TAS provides certain administrative services to the FundFunds pursuant to a Services Agreementservices agreement between TIP, on behalf of the Fund,Funds, and TAS.
Distributor. Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 serves as the distributor of the Fund’sFunds’ shares.
Independent Accountants. Ernst & Young LLP (“E&Y”), Two Commerce Square, 2001 Market Street, Philadelphia, Pennsylvania 19103, serves as TIP’s independent registered public accounting firm. Selection of the Funds’ independent accountants for the current fiscal year took place at the regularly scheduled March board meeting in accordance with the provisions of the 1940 Act. E&Y provides audit services and assistance and consultation in connection with tax returns and the review of various SEC filings.
Representatives of E&Y 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, E&Y will be contacted following the Meeting. Certain fees paid to E&Y for the fiscal years ended December 31, 2009 and 2010 are set forth below.
Audit Fees. The aggregate Audit Fees for professional services by TIP’s independent accountant, E&Y, for the audit of the Funds’ annual financial statements for fiscal years ended December 31, 2009 and 2010, respectively, were:
2009 | | | 2010 | |
$213,300 | | | $221,100 | |
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’ financial statements, but are not reported as audit fees. Fees billed by E&Y to the Funds for fiscal years ended December 31, 2009 and 2010, respectively, are shown in the table below. These fees were for the review of the Funds’ semi-annual report.
Tax Fees. The aggregate fees billed by E&Y during fiscal years ended December 31, 2009 and 2010, respectively, for professional services rendered to the Funds for tax compliance, tax advice, and tax planning, including excise tax distribution and tax return review services, are shown in the table below:
2009 | | | 2010 | |
$96,275 | | | $84,500 | |
All Other Fees. All other fees would include products and services provided by E&Y to the Funds other than the services reported under the prior three categories. No such fees were billed to the Funds by E&Y for fiscal years ended December 31, 2009 and 2010.
The Funds’ audit committee 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 by the full audit committee.
The aggregate non-audit fees billed by E&Y for services rendered to the Funds, and to the Funds’ advisor (not including any subadvisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control with the advisor that provides ongoing services to the Funds for fiscal years ended December 31, 2009 and 2010, respectively, are shown in the table below. TIP’s audit committee has considered the provision of non-audit services rendered to or paid for by the Funds’ advisor to be compatible with maintaining the principal accounting firm’s independence.
2009 | | | 2010 | |
$287,064 | | | $242,499 | |
Annual Report. TIP’sThe Funds’ annual report for the fiscal year ended December 31, 2010 was previously distributed to members. The FundFunds will furnish, without charge, an additional copy of theits annual report for the fiscal year ended December 31, 2010, and the semi-annualsemiannual report for the period ended June 30, 2010,2011, to any member requesting such reports. An additional copy of TIP’sthe Funds’ annual and semi-annualsemiannual reports may be obtained, without charge, by contacting TIP by mail, phone, or email using the contact information below or visiting the Securities and Exchange Commission’s website at www.sec.gov.
TIFF Investment Program, Inc.
Four Tower Bridge
200 Barr Harbor Drive, Suite 100
West Conshohocken, PA 19428
1-800-984-0084
www.tiff.org
Electronic mail inquiries: Services offered by TIFF: info@tiff.org
Member-specific account data: memberservices@tiff.org
Expenses. TASThe Funds will pay all of 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 $[ ]. TASless than $15,000 and will also paybe allocated to TIFF Multi-Asset Fund and TIFF Short-Term Fund pro rata based on the other expenses attributable to the Proposal described in this proxy statement, such as the fees and expensesrelative net assets of Fund counsel in preparing the Proposal for presentation to the TIP board, the fees and expenses of independent counsel to the board in reviewing, and advising the board in its evaluation of, the Proposal, and the fees and expenses of KFS. Such fees and expenses are estimated to be approximately [$ ] in the aggregate.each Fund.
Ownership of Fund Shares. As of April 8,December 2, 2011, [thethe following members owned of record or, to the knowledge of management, beneficially owned more than 5% of the outstanding shares of the Fund / no member owned of record or, to the knowledge of Management, beneficially owned more than 5% of the outstanding shares of the Fund].Funds:
Title of Class | | Name and Address of Record/Beneficial Owner | | Amount and Nature of Beneficial Owner | | Percent of Class |
TIFF MULTI-ASSET FUND | | N/A | | N/A | | N/A |
| | | | | | |
TIFF INTERNATIONAL EQUITY FUND | | [ ]Houston Endowment Inc.
600 Travis, Suite 6400 Houston, TX 77002 | | 1,893,222.264 shares | | 100% |
| | | | | | |
TIFF US EQUITY FUND | | TIFF Advisory Services, Inc. Four Tower Bridge 200 Barr Harbor Drive, Suite 100 West Conshohocken, PA 19428 | | 33,557.611 shares | | 100% |
| | | | | | |
TIFF SHORT-TERM FUND | | Saint Joseph’s University 5600 City Avenue Philadelphia, PA 19131 | | 3,688,938.905 shares | | 22.80% |
| | | | | | |
| | St. David’s Foundation 811 Barton Springs Road Suite 600 Austin, TX 78704 | | 2,560,330.490 shares | | 15.82% |
| | | | | | |
| | TIFF Advisory Services, Inc. Four Tower Bridge 200 Barr Harbor Drive, Suite 100 West Conshohocken, PA 19428 | | 2,363,948.299 shares | | 14.61% |
| | | | | | |
| | US Naval Academy Foundation Inc. 247 King George Street Annapolis, MD 21402 | [ ]%
| 1,482,934.925 shares | | 9.16% |
TIP has no knowledge of any other owners of record of 5% or more of the outstanding shares of the 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. TIP 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 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 COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE BY MAIL IN THE ACCOMPANYING ENVELOPE OR BY FAX TO 610-684-8210. 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 board of directors of the |
| TIFF Investment Program, Inc., |
| |
| |
| |
| Richelle S. Maestro, Secretary |
December 19, 2011 | |
By orderAppendix A
TIFF INVESTMENT PROGRAM, INC.
GOVERNANCE COMMITTEE CHARTER
I. | Purpose of the Committee |
The Governance Committee is a committee of the Board of Directors of the
TIFF Investment Program, Inc., (“TIP”). Its primary functions are to:
| ● | provide counsel to the Board of Directors (“Board”) with respect to the organization, function and composition of the Board and its committees; |
Tina M. Leiter
Secretary
April [21], 2011
Appendix A | ● | identify and recommend to the Board potential director candidates; and |
Amended and Restated
Advisory Agreement | ● | lead the Board in an annual review of the Board and its committees. |
ADVISORY AGREEMENT, dated ________, 2011 (“Agreement”), between TIFF Investment Program, Inc., a Maryland corporation (“TIP”) for the account of its Multi-Asset Fund, (the “Fund”) and TIFF Advisory Services, Inc., a Delaware corporation (the “Adviser”).II. | Composition of the Committee |
In considerationThe Committee shall be composed of at least three directors. Members 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 Directors, the AdviserCommittee 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 Directors and the Adviser agreebe directors who 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 Directorsnot “interested persons” 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 Directors, 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 uninvested cash and other managementdefined 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 Directors, 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 Directors as the Adviser deems appropriate with respect to the continuation, modification, or termination of the agreement with the manager;
Appendix A
(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 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 Directors 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 appropriate 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 TIP’s investment program.
Other
(a)Make investments in securities 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; 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”), (“Independent Directors”).
The members and Chair of the Committee shall be elected annually by the Board and serve until their respective successors shall be duly elected.
III. | Meetings of the Committee |
The Committee shall meet at least once annually and hold such additional meetings as such Registration Statementthe Committee shall deem necessary. Special meetings (including telephone meetings) may be amended from timecalled by the Chair or a majority of the members of the Committee upon reasonable notice to time, andthe other members of the Committee.
The presence in conformity withperson or by telephone of a majority of the 1940 Act and other applicable law. number of the Committee members shall constitute a quorum at any meeting.
IV. | Responsibilities and Duties of the Committee |
A. | Director Nominations, Elections, and Training |
The Adviser shall use its best judgment in the performance of its duties under this Agreement.Committee shall:
| 1. | Identify and nominate candidates for election to the Board. The principal criterion for selection of candidates is their ability to contribute to the overall functioning of the Board and to carry out the responsibilities of the Directors. The Committee may use any process it deems appropriate for the purpose of evaluating candidates. The Committee will use the same process for nominees submitted by members as for other nominees. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from TIFF Advisory Services, Inc. (“TAS”), TIP’s money managers, and other principal service providers. Persons selected to serve as Independent Directors must be “disinterested” or independent in terms of both the letter and the spirit of the 1940 Act. The Committee shall also consider 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. |
Appendix A
| 2. | Review periodically the composition and size of the Board to determine whether it may be appropriate to add individuals with backgrounds or skill sets different from those of the current Directors. |
| 3. | Oversee arrangements for orientation of new Directors and for continuing education of the Directors. |
B. | Committee Nominations and Functions |
The Committee shall:
| 1. | Identify and recommend individuals for membership on all committees, recommend individuals to chair committees, and review committee assignments at least annually. The Committee shall make recommendations for any such assignments to the Board. |
| 2. | As necessary, review the responsibilities of each committee, whether there is a continuing need for each committee, whether there is need for additional committees, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board. |
The Committee shall:
| 1. | Oversee an annual evaluation of the Board and its committees. |
| 2. | Review periodically Board governance procedures and recommend any appropriate changes to the Board. |
| 3. | Recommend an Independent Director for appointment by the Directors as Chair of the Board. |
| 4. | Review annually the compensation of the Chair of the Board and determine whether to recommend to the Directors any change in the schedule of compensation. |
| 5. | Review periodically the benefits available to Independent Directors for their service on the Board. |
D. | Other Responsibilities and Duties |
The Committee shall:
| 1. | Authorize and oversee investigations into any matters within the scope of the Committee’s responsibilities. The Committee shall be empowered to use TIP assets to retain independent counsel, consultants, and other professionals to discharge its responsibilities. |
Appendix A
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. | 2. | Review this Charter at least annually and recommend changes, if any, to the Board. |
| 3. | Maintain minutes of its meetings and report to the Board on its activities. |
Adopted: | December 7, 2009 |
Amended: | September 21, 2011 |
(a)Records. The Adviser shall maintain proper and complete records relating to(Replaced 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 byformer 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.Nominating Committee Charter)
(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 Directors 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.
Appendix A
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 which 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 directors of TIP and expenses related to attendance at meetings of the Board of Directors 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 which 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 stock 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, telex, facsimile, postage and other communications expenses and expenses of printing and distributing reports, notices 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 directors 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 Directors 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 promptly at 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:
Appendix A
Assets | Annual Rate |
| |
First $1 Billion | 0.25% |
Next $1 Billion | 0.23% |
Next $1 Billion | 0.20% |
Over $3 Billion | 0.18% |
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 two years 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 or a majority of the outstanding voting securities 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 Commonwealth of Pennsylvania. 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 Directors 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 agree 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 Investment Fund for Foundations. 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” 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 which the Adviser may request to effect the foregoing and recovery to the Adviser any and all rights to such phrase.
Appendix A
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.
TIFF INVESTMENT PROGRAM, INC.
By:
TIFF ADVISORY SERVICES, INC.
By:
Appendix B
The following persons are the directors of TIFF Investment Program, Inc. (“TIP”) and their principal occupations:
| Position with TIP | Principal Occupation |
Sheryl L. Johns | Director | Executive Vice President, Houston Endowment Inc. |
William McCalpin | Director, Chair | Managing Director, Holos Consulting LLC; Chair of the Board of The Janus Funds |
N.P. “Narv” Narvekar | Director | President and CEO, The Columbia Investment Management Company |
The following persons are the directors and principal executive officer of TIFF Advisory Services, Inc. (“TAS”) and their principal occupations:
Director*
| Position with TAS | Principal Occupation |
Seth Alexander | Director | President, MIT Investment Management Company |
Collette Chilton | Director | Chief Investment Officer, Williams College |
Richard J. Flannery | Director, Chief Executive Officer | Chief Executive Officer, TAS; President and Chief Executive Officer, TIP |
Mark Kritzman | Director | President and Chief Executive Officer, Windham Capital Management |
Laurence H. Lebowitz | Director, President and Chief Investment Officer | President and Chief Investment Officer, TAS; Vice President and Chief Investment Officer, TIP |
Richard Lindsey | Director | Chief Executive Officer, Callcott Group LLC |
Erik Lundberg | Director | Chief Investment Officer, University of Michigan |
In addition to Messrs. Flannery and Lebowitz noted above, the following TIP officers are also officers, employees, or directors of TAS:
Officer*
| Position with TIP | Position with TAS |
Tina M. Leiter | Secretary | Secretary, Deputy Compliance Officer |
Dawn I. Lezon | Treasurer and Chief Financial Officer | Vice President, Treasurer |
Kelly A. Lundstrom | Vice President | Vice President |
Richelle S. Maestro | Vice President and Chief Legal Officer | Vice President, General Counsel |
Christian A. Szautner | Chief Compliance Officer | Vice President, Chief Compliance Officer |
* The business address for each of the directors and officers named above is c/o TIFF Advisory Services, Inc., Four Tower Bridge, 200 Barr Harbor Drive, Suite 100, West Conshohocken, Pennsylvania 19428.
PROXY CARD
This proxy card is solicited on behalf of the
Board of Directors of TIFF Investment Program, Inc. (“TIP”)
The undersigned hereby appoints Richard J. Flannery, Dawn I. Lezon, and Richelle S. Maestro, 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, TIFF International Equity Fund, TIFF US Equity Fund, and TIFF Short-Term Fund (the “Fund”“Funds”) in connection with the specialannual meeting of the members of the Fund,Funds, to be held at [2:2:00 pm]p.m., Eastern time, on May [23], 2011,January 23, 2012, at the offices of TIFF Advisory Services, Inc., Four Tower Bridge, 200 Barr Harbor Drive, Suite 100, West Conshohocken, Pennsylvania 19428 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 the Fund’s SpecialTIP’s Annual Shareholder Meeting to be Heldheld on May [23], 2011:January 23, 2012: A copy of the notice and the proxy statement is available at [www.tiff.org/ tas/____].https://wwws.tiff.org/mutualfunds/Reports/proxy/TIPFundsProxy.pdf.
Please refer to the proxy statement for a discussion of the Proposal.Proposal before voting. The Proposal is being made by TIP. The board of directors recommends that you vote “FOR” each nominee named in the Proposal. Please indicate your vote by filling in the appropriate box below.
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY CARD AS PROMPTLY AS POSSIBLE BY MAIL IN THE ACCOMPANYING ENVELOPE OR BY FAX TO 610-684-8210.
PLEASE COMPLETE, SIGN, AND RETURN THIS PROXY CARD AS PROMPTLY AS POSSIBLE BY MAIL IN THE ACCOMPANYING ENVELOPE OR BY FAX TO 610-684-8210. |
PROPOSAL | FOR | AGAINST | ABSTAIN |
To elect the nominees specified below as directors for an indefinite term of office: | | | |
To approve the new Advisory Agreement between the TIFF Investment Program, Inc., on behalf of TIFF Multi-Asset Fund, and TIFF Advisory Services, Inc. | o | o | o |
| (1) Craig Carnaroli | ¨ | ¨ | ¨ |
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| (2) Sheryl Johns | ¨ | ¨ | ¨ |
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| (3) William McCalpin | ¨ | ¨ | ¨ |
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| (4) N.P. “Narv” Narvekar | ¨ | ¨ | ¨ |
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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.
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. |
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