TIFF INVESTMENT PROGRAM INC.

170 N. Radnor Chester Road, Suite 300

Radnor, Pennsylvania  19087

TIFF Multi-Asset Fund

TIFF Short-Term Fund 

PROXY STATEMENT

OCTOBER __, 201416, 2020

FOR THE SPECIAL MEETING OF MEMBERS

TO BE HELD ON DECEMBER 9, 2014NOVEMBER 19, 2020

This proxy statement is being furnished in connection with the solicitation of proxies by the board of directorstrustees of TIFF Investment Program Inc. (“TIP”) for use at a special meeting (the “Meeting”) of the shareholders (“members”) of TIFF Multi-Asset Fund (“MAF”) and TIFF Short-Term Fund (“STF”) (each a “Fund,” and, collectively, the “Funds”), each a series of TIP, to be held at 3:4:00 p.m., Eastern time, on December 9, 2014,November 19, 2020, at the offices of [TIFFTIFF Advisory Services, Inc. (“TAS”), 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087],19087, and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Members (the “notice”).  The notice, this proxy statement, and the enclosed proxy card are first being mailed or otherwise being made available to members on or about October [29], 2014.16, 2020.  Please read this proxy statement and keep it for future reference.  TIP’s principal executive offices are located at the offices of its investment advisor, TAS, at 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087.

Important Notice Regarding the Availability of Proxy Materials for TIP’s Special Shareholder Meeting to be held on December 9, 2014:November 19, 2020:  A copy of the notice and this proxy statement is available athttps://wwws.tiff.org/mutualfunds/Reports/proxy/TIPFundsProxy.pdf.www.tipfunds.org. The Funds’ most recent annual and semi-annual shareholder reports are available athttps://wwws.tiff.org/mutualfunds/QTRRepDoc/QRFinancial.aspx.www.tipfunds.org.

The Meeting has been called for the purpose of having the members of TIP consider and vote upon the proposalsproposal listed below (the “Proposals”“Proposal”) and on any other matter that may properly come before the Meeting.  This proxy statement contains information you should know before voting on the Proposals.Proposal.

The board of directorstrustees of TIP, all of whom are not “interested persons” of TIP (the “board” or the “TIP board”), as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), is soliciting votes from members of the Funds.  The solicitation of votes is made by the mailing of this proxy statement and the accompanying proxy card on or about October [29], 2014.16, 2020.  The appointed proxies will vote in their discretion on any other business, including any adjournment of the Meeting, as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.  Any additional matters would only include matters that were not anticipated as of the date of this proxy statement.

All proxies solicited by the board that are properly executed and received by TIP’s Secretary prior to the Meeting, and are not revoked prior to their exercise, will be voted at the Meeting.  Shares represented by such proxies will be voted in accordance with the instructions thereon.  If no specification is made on a properly executed and returned proxy card, it will be votedFOR the election of all nominees andFOR the approval of the Agreement and Plan of Reorganization and Liquidation (the “Plan”).nominees.  All shares that are voted and votes toABSTAIN will be counted toward establishing a quorum.  Because all of the Funds’ shares are held directly by its members and not through any brokers, dealers or other financial intermediaries, TIP does not anticipateexpect to receive any ‘broker non-votes.’ Shares that represent ‘broker non-votes’ are shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. If the Funds were to receive any broker non-votes.non-votes, such shares would be counted as shares present and entitled to vote at the Meeting for purposes of determining whether the required quorum of shares exists. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not be counted for purposes of obtaining approval of the Proposal. Any proxy given by a member is revocable until voted at the Meeting.

A quorum will exist if members entitled to cast one-third of the votes entitled to be cast at the Meeting, without regard to class, are present at the Meeting, in person or by proxy.  If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve one or both Proposalsthe Proposal are not received, or for any other reason deemed necessary or desirable, the Meeting chairmembers present, in person or by proxy, may proposevote on one or more adjournments of the Meeting to permit further solicitation of proxies.Meeting.

Members of the Funds will vote together for the election of directors and on the approval of the Plan.trustees.  Members of record at the close of business on October 20, 20141, 2020 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournments(s) thereof. MembersA member of a 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 common stock of the Fund held by the member on the Record Date on each matter submitted to a vote at the Meeting.  As of the Record Date, the following shares of each Fund were issued and outstanding and entitled to vote, and the net asset value per share/votes per share waswere as follows:

PROPOSAL 1:  ELECTION OF DIRECTORS

At the Meeting, four directorstrustees will be elected to constitute the entire board 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, Amy B. Robinson, William F. McCalpin, and N.P. “Narv” NarvekarMai-Anh Tran (each, a “Nominee” and collectively, the “Nominees”), all of whom are not interested persons of TIP and are therefore considered independent.  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.

The Nominees have consented to serve as directorstrustees of TIP,TIP. Messrs. Baumgartner, Carnaroli, and each Nominee isMcCalpin are currently a directortrustees of TIP.

Experience of Nominees.  Described below for each Nominee are specific experiences, qualifications, attributes, or skills that support a conclusion that he or she should serve as a directortrustee 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 directortrustee since 2012.  Mr. Carnaroli’s thirteennineteen 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 twoeight years as an independent directortrustee of TIP, he has developed a thoroughan understanding of TIP’sthe Funds’ operations and strategies.

Ms. Robinson has served as a director since 2013.  Ms. Robinson’s seventeen years’ experience as a financial executive of a large, national foundation, where her responsibilities include formulating financial policy and oversight of accounting, tax, insurance, budget, and treasury functions, plus her prior experience as a senior auditor at a major public accounting firm, give her extensive knowledge of investment and financial management issues. In addition, in her year as an independent director of TIP, she has developed an understanding of TIP’s operations and strategies.

Mr. McCalpin has served as a directortrustee since 2008.  Mr. McCalpin’s elevenseventeen years’ experience as a trustee of another large mutual fund complex, including sixtwelve years as independent chair, and his current positionexperience in the investment management industry, previously as a managing partner of impact investing and as chief executive officer of an investment advisorya 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 sixtwelve years as an independent directortrustee and chair of TIP’s board provide him with an extensive understanding of the Funds’ operations and strategies.

Mr. Narvekar has servedMs. 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 since 2010.  Mr. Narvekar’s eleven years’ experience as the head of endowment investment at a major research university, along with his prior four years’ experience as deputy head of investments at another major research universityresponsible for sourcing and fourteen years at a financial services firm,executing transactions, give him a comprehensive understandingher extensive knowledge of investment and financial management and endowment issues.  In addition, his four years as an independent director of TIP provide him with an extensive understanding of TIP’s operations and strategies.matters. Ms. Tran is also a Chartered Financial Analyst.

The Nominees were recommended to the Funds’ board by the Funds’ governance committee of the board and the board approved the nominations.  The Funds’ members have previously elected Messrs. McCalpin Carnaroli, and NarvekarCarnaroli, but have not elected Mr. Baumgartner or Ms. Robinson.Tran.  Mr. McCalpin recommended Ms. RobinsonTran as a Nominee to the governance committee. The board knows of no reason why the Nominees would be unable to serve as directors,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 board may approve.

The following table provides information concerning the Nominees for election by members, the current directorstrustees of TIP, and the executive officers of TIP.  Unless otherwise noted, (i) each directortrustee 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 directorstrustees and officers is 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087.

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

DirectorTrustee Compensation.  Except as described below, all of the directorstrustees currently serve as volunteers who receive no fees or salary for serving as directorstrustees but are eligible for expense reimbursement and a matching charitable gift program offered by TIP^[†].  Mr. McCalpin serves as independent board chair.  In consideration of the duties performed by the independent board chair, Mr. McCalpin is compensated $50,000 per year for serving as chair.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 directors,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 agenda for each board meeting and coordinating matters among all directorstrustees both in connection with meetings and during the period between meetings.  The independent board chair also takes the lead in evaluating the performance of the CCO.

General Information Regarding the Board of Directors.  TIP’s board held four regularly scheduled meetings in 2013.  Each director attended all meetings of the board and all committees on which he or she served.  It is expected that the directors 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 director attendance at such meetings.

General Information Regarding the Board of Trustees.  TIP’s board held four regularly scheduled meetings in 2019.  No incumbent trustee, with the exception of Mr. Carnaroli, attended fewer than 75% of the aggregate of the total number of meetings of the board or committees of the board on which he served during 2019. Mr. Carnaroli’s attendance at board and committee meetings was less than 75% due to unforeseen events. It is expected that the trustees 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 trustee attendance at such meetings.

Board Leadership Structure and Oversight of Risk Management.  The following provides an overview of the 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 four directors,three trustees, none of whom is an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of TIP (each, an “independent director”trustee”).  An independent directortrustee serves as chair of the TIP board. In addition, there are three standing committees of the TIP board, to which the TIP board has delegated certain authority and oversight responsibilities.  The function of each of the committees is described below.  The audit committee is comprised of three of the four independent directors: Mr. Carnaroli, Ms. Robinson, and Mr. McCalpin. Each of the fourthree independent directorstrustees serves on the audit committee, the governance committee and the investment oversight committee.  The independent directorstrustees 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 structures are reviewed to determine whether such structures are appropriate to enable the TIP board to exercise its oversight of TIP.  The TIP board 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 advisor and State Street Bank and Trust Company (“State Street Bank”) as TIP’s administrator and custodian.  TAS provides the 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 risks that arise from the investment strategies pursued by each Fund.  With respect to MAF, TAS is also responsible for monitoring and overseeing the Fund’s investment in acquired funds, which include exchange-traded funds, 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. 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.  As part of its duties under the services agreement, TAS provides general oversight of State Street Bank and other vendors providing services to the Funds.

Risks to TIP include, among others, investment 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.  TAS monitors the Funds with respect to these risks and others, and, with respect to MAF, allocates and re-allocates the Fund’s assets among 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’ performance,managers, prevailing market conditions, and other factors TAS deems relevant.  TAS recommends to the TIP board additional money managers to invest MAF’s assets, in light of the capabilities of available managers and TAS’s expectations as to the way in which the investment programs and styles of the money managers will complement each other and contribute to the overall performance of MAF.  In addition, TAS reviews the investment objectives, policies and restrictions applicable to the Funds and recommends such changes to the TIP board 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.  While TAS is authorized to allocate and re-allocate assets among existing money managers, the TIP board must approve the appointment of any new money managers.

In connection with each of the TIP board’s regular meetings, the board receives a quarterly compliance report from TIP’s CCO and the independent directorstrustees meet separately from TAS management and staff with their independent counsel and with the CCO.  During these meetings the independent directorstrustees and the CCO discuss issues related to portfolio compliance and other compliance matters. In addition, the TIP board receives a written compliance report each quarter as well as a written annual report from the CCO regarding the adequacy and effectiveness of TIP’s compliance program.  Pursuant to Rule 22e-4 under the 1940 Act, the TIP board 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 board on a quarterly basis. The TIP board also 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 TIP’s administrator and custodian.  The TIP board also requires TAS to report to the TIP board on other matters relating to risk management on a regular and as-needed basis.

Audit Committee.  ThreeEach of TIP’s independent directors servetrustees serves on the audit committee of the TIP board.  The primary functionspurposes of the audit committee, which are set forth in its charter, are to oversee (a) select and recommend to the TIP board the independent auditors and review the nature and performance of audit and other services; (b) oversee TIP’seach Fund’s accounting and financial reporting policies, (b) audits of each Fund’s financial statements, including the appointment and practices, itsthe compensation of the independent auditors, and (c) each Fund’s internal controls and, as appropriate, the internal controls of certain service providers; (c) oversee the quality and objectivity of TIP’sover financial statements and the independentreporting. The audit thereof; and (d) actcommittee also acts as a liaison between TIP’s independent auditor and the full TIP board.  The audit committee met twice during the fiscal year ended December 31, 2013.2019.

Governance Committee.  Each of TIP’s independent directorstrustees serves on the governance committee of the TIP board.  The governance committee’s primary functions, which are set forth in its charter, are to (a) provide counsel to the full TIP board with respect to the organization, function, and composition of the board and its committees; (b) identify and recommend to the full TIP board potential directortrustee 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) directortrustee nominations, elections, and training; (ii) committee nominations and functions; and (iii) governance oversight. The governance committee charter is included asAppendix A to this proxy statement. The governance committee met four times during the fiscal year ended December 31, 2013.2019.  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 board and to carry out the responsibilities of the directors.trustees.  The directorstrustees also value diversity of background, experience and expertise in selecting nominees.  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 directorstrustees 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, 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 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.

Investment Oversight Committee.  Each of TIP’s independent directorstrustees 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, among others, (a) reviewing investment performance of each Fund at least quarterly; (b) reviewing the investment objective of each Fund and the performance of TAS and the money managers at least annually; (c) reviewing the exposures and risk characteristics of each Fund at least annually; (d) advising the TIP board concerning the hiring of new money managers or material changes in allocations among existing money managers, as needed; and (e) making recommendations to the TIP board concerning changes in benchmarks used to evaluate the performance of TAS, each money manager, and each Fund, as needed; (f) reviewing a summary liquidity report at least quarterly; (g) reviewing a report to the TIP board that addresses the operation of TIP’s liquidity risk management program and assesses its adequacy and effectiveness at least annually; and (h) 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, 2013.2019.

Share Ownership of TIP Directors.Trustees.  The Funds are available primarily to foundations, endowments, other 501(c)(3) organizations, and certain other non-profit organizations.  Accordingly, as of October 27, 2014,1, 2020, the directorstrustees and officers of TIP as a group owned less than 1% of the outstanding shares of any Fund.  The following table sets forth information regarding the aggregate dollar range of equity securities in all Funds beneficially owned by each directortrustee and nominee for directortrustee as of October 27, 2014:1, 2020:

‡ Securities valued as of October 27, 2014.1, 2020.

To the knowledge of the Funds, as of October 27, 2014,1, 2020, the independent directorstrustees 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 advisor or money manager of the Funds, the principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with any investment advisor, money manager, or principal underwriter of the Funds.

Member Communications to the Directors.Trustees.  Members may send communications to the directors by visiting The Investment Fund for Foundations website at www.tiff.org, ortrustees by addressing such correspondence directly to TIFF Investment Program, Inc., 170 N. Radnor Chester Road, Suite 300, Radnor, Pennsylvania 19087.  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, TIP’s 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 such member communication to TIP’s CCO.  The Secretary may, in good faith, determine that a member communication should not be provided to the board or the 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 in the Funds or is otherwise ministerial in nature (such as a request for Fund literature, share data or financial information).

Vote Required.  The election of directors,trustees, as set forth in the Proposal, 1, 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, cast at the Meeting, either in person or by proxy, at a Meeting at which a quorum is present.proxy.

TIP’S DIRECTORSTRUSTEES RECOMMEND THAT

MEMBERS VOTE “FOR” EACH NOMINEE.

PROPOSAL 2:  TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION THAT PROVIDES FOR THE REORGANIZATION OF TIP INTO A DELAWARE STATUTORY TRUST

The board of TIP unanimously recommends that the members of TIP approve an Agreement and Plan of Reorganization and Liquidation (the “Plan”), substantially in the form attached to this proxy statement asAppendix B, that would change the state and form of organization of TIP. This proposed change calls for the reorganization of TIP from a Maryland corporation into a newly formed Delaware statutory trust (the “Trust”). The proposed reorganization will be referred to throughout this proxy statement as the “Reorganization.” To implement the Reorganization, the board of TIP has approved the Plan, which contemplates the continuation of the current business of TIP in the form of a Trust.

If the Plan is approved by members and the Reorganization is implemented, the Trust would be composed of two funds (the “Reorganized Funds”) that have the same investment objectives, policies and restrictions as the existing Funds (MAF and STF). The Trust’s board of trustees and the officers of the Trust would be the same as those of TIP, including any persons elected under Proposal 1 in this proxy statement, and would operate the Trust in essentially the same manner as they previously operated TIP and the Funds. Thus, on the effective date of the Reorganization, each member would hold an interest in the Trust that is equivalent to that member’s interest in TIP. For all practical purposes, a member’s investment in TIP and the Funds would not change.

Board’s recommendation to approve the Plan and the Reorganization.The board has determined that investment companies formed as Delaware statutory trusts have certain advantages over investment companies organized as Maryland corporations. Under Delaware statutory trust law, investment companies are able to simplify their operations by reducing administrative burdens. For example, the Delaware law allows a Delaware statutory trust to file a one-page Certificate of Trust with the State of Delaware, which rarely needs to be amended. In contrast, Maryland corporations must file any amendments or supplements to their articles of incorporation with the Maryland Secretary of State (for example, to increase the amount of authorized shares of stock or to designate and create additional classes or series of shares). Such filings and any related filing fees are not required in Delaware.

Funds organized as Delaware statutory trusts also have greater flexibility in structuring shareholder voting rights and shareholder meetings. For example, under Maryland law, certain fund transactions, such as mergers, certain reorganizations and liquidations, are subject to mandatory shareholder votes, some of which may require a super-majority vote. The Delaware Statutory Trust Act (“DSTA”) allows a fund to provide in its governing documents that each of these types of transactions may go forward with only trustee approval; all are subject, however, to any special voting requirements of the 1940 Act. Maryland corporate law imposes more stringent record date, notice, quorum and adjournment provisions than the DSTA, which may cause member meetings to be more costly and may make obtaining any necessary member approvals more difficult.

Finally, Delaware has a well-established body of legal precedent in the area of corporate law that may be relevant in deciding issues pertaining to a Delaware statutory trust. This could benefit the Trust and its members by, for example, making litigation involving the interpretation of provisions in the Trust’s governing instruments less likely or, if litigation should be initiated, less burdensome or expensive.Appendix C to this proxy statement includes a more complete description of the advantages of the Delaware statutory trust form of organization and the differences from Maryland corporations.

Procedures and consequences of the Reorganization.Upon completion of the Reorganization, the Trust and the two Reorganized Funds will continue the business of TIP and the Funds with the same investment objectives and policies as those existing on the date of the Reorganization, and will hold the same portfolio of securities previously held by the corresponding Fund. The Trust and the Reorganized Funds will be operated under substantially identical overall management, investment management, distribution and administrative arrangements as those of TIP and the Funds. As the successor to TIP’s operations, the Trust will adopt TIP’s registration statement under the federal securities laws with amendments to show the new Delaware statutory trust structure.

The Trust and the Reorganized Funds were created solely for the purpose of becoming the successor organization and funds to, and carrying on the business of, TIP and the Funds. To accomplish the Reorganization, the Plan provides that each TIP Fund will transfer all of its portfolio securities and any other assets, subject to its related liabilities, to the corresponding Reorganized Fund. In exchange for these assets and liabilities, the Trust will issue shares of each Reorganized Fund to the corresponding TIP Fund, which TIP Fund will then distribute those shares pro rata to its members. Through this procedure, each member will receive exactly the same number and dollar amount of shares of the Reorganized Fund(s) as such member held in the TIP Fund(s) on the date of the Reorganization. The net asset value of each share of a Reorganized Fund will be the same as that of the corresponding TIP Fund on the date of the Reorganization. As soon as practicable after the date of the Reorganization, TIP will be dissolved and will cease its existence.

The board may terminate the Plan and abandon the Reorganization at any time prior to the effective date of the Reorganization if it determines that proceeding with the Reorganization is inadvisable and not in the best interests of members. If the Reorganization is not approved by members, or if the board abandons the Reorganization, TIP will continue to operate as a Maryland corporation. If the Reorganization is approved by members, it is expected to be completed on or about December 16, 2014.

Effect of the Reorganization on current investment advisory/money manager agreements.As a result of the Reorganization, the Reorganized Funds will enter into new investment advisory agreements with TAS and, with respect to Reorganized MAF, amended money manager agreements with MAF’s money managers. The new advisory and amended money manager agreements will be substantially identical to the current agreements with TAS and the money managers, respectively.

Other service provider agreements.The Trust will assume the agreements between TIP and State Street Bank for custody, fund administration and transfer agency services, on substantially identical terms to the agreements currently in place for TIP and the Funds. [Quasar Distributors, LLC] will serve as the distributor for the shares of the Trust and the Reorganized Funds under a separate distribution agreement that will be substantially identical to the distribution agreement in effect for TIP and the Funds as of the date of the Reorganization.

Effect of member approval of the Plan.Under the 1940 Act, the shareholders of an investment company must elect trustees and approve the initial investment management agreements for a fund. Theoretically, if the Plan is approved for TIP and the Funds, and TIP is reorganized as the Trust, the shareholders or members of the Trust would need to vote on these two matters in order to comply with the 1940 Act.

In order to comply with these requirements, and consistent with Securities and Exchange Commission (“SEC”) guidance, member approval of the Plan will also constitute, for purposes of the 1940 Act, member approval of: (1) the election of the board members of TIP who are in office on the effective date of the Reorganization (i.e., the Nominees discussed under Proposal 1, if elected) as trustees of the Trust; (2) the new investment advisory agreements with TAS and, for MAF, the amended money manager agreements with the money managers, which are substantially identical to the agreements currently in place for the Funds; and (3) the Trust’s operation as a multi-manager fund in reliance on an exemptive order issued by the SEC and received by TIP and TAS, and on which the Trust intends to rely. As a reminder, TIP and TAS have obtained an exemptive order from the SEC that allows the TIP Funds, subject to TIP board approval and certain other conditions contained in the order, to enter into and materially amend money manager agreements with money managers that are not affiliated with TIP or TAS without seeking or obtaining member approval of such agreements.

If the Plan is approved by TIP’s members, then this initial shareholder approval for the new Trust will be arranged by TIP (1) purchasing one share of each Reorganized Fund; (2) as sole shareholder of each Reorganized Fund, voting “FOR” the election of board members, the initial investment advisory agreements with TAS and, for MAF, the amended money manager agreements, and the operation of the Reorganized Funds in a multi-manager structure; and (3) then redeeming its shares of the Reorganized Funds, all prior to the completion of the Reorganization. These actions will enable the Trust to satisfy the requirements of the 1940 Act without involving the time and expense of another member meeting.

Capitalization and structure of the Trust.The Trust was formed as a Delaware statutory trust on September 11, 2014, pursuant to Delaware law. The Trust is authorized to issue an unlimited number of shares of beneficial interest, $0.001 par value, of two series, each of which corresponds to one of the TIP Funds.

As of the effective date of the Reorganization, shares of TIP and the Trust will: (1) have similar distribution and redemption rights; (2) be fully paid and non-assessable; (3) have similar conversion rights; (4) have no preemptive or subscription rights; (5) have similar voting and liquidation rights; and (6) have one vote per dollar of net asset value and a proportionate fractional vote for each fractional dollar of net asset value. Neither TIP nor the Trust provides for cumulative voting in the election of its board members. The Trust also will have the same fiscal year as TIP.

Expenses of the Reorganization.Because the Reorganization will benefit TIP and its members, the board has authorized that the expenses incurred in the Reorganization, including the costs associated with soliciting proxies, be paid by TIP, whether or not the Reorganization is approved by members or completed.

Tax consequences for members.For federal income tax purposes, the reorganization of each Fund into its corresponding Reorganized Fund will be treated as a separate transaction. Each such transaction is intended to qualify as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, (the “Code”). As such, the members generally will not experience a taxable gain or loss when the Reorganization is completed. In addition, the basis and holding period of a member’s shares in a Reorganized Fund will be the same as the basis and holding period of such member’s shares in the corresponding TIP Fund.

Consummation of the Reorganization is subject to receipt of a legal opinion from the law firm of Stradley Ronon Stevens & Young, LLP, counsel to TIP and the Trust, that, under the Code, the exchange of assets of each Fund for the shares of the corresponding Reorganized Fund, the transfer of such shares to the members of the Fund, and the dissolution of TIP pursuant to the Plan will not give rise to the recognition of a gain or loss for federal income tax purposes to TIP, the Funds, the Reorganized Funds or any of their members. Opinions of counsel are not binding upon the Internal Revenue Service (“IRS”) or the courts. If the Reorganization is consummated but the IRS or the courts determine that the transaction for a Fund does not qualify as a tax-free reorganization under the Code, and thus is taxable, that Fund would recognize gain or loss on the transfer of its assets to the corresponding Reorganized Fund and each member of the Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its Fund shares and the fair market value of the shares of the Reorganized Fund it receives. The failure of one transaction to qualify as a tax-free reorganization would not adversely affect the transaction for the other Fund.

Members should consult their tax adviser regarding the effect, if any, of the Reorganization in light of their individual circumstances. Members should also consult their tax adviser about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this proxy statement relates only to the federal income tax consequences of the transactions.

Vote Required. Approval of the Plan, as set forth in Proposal 2, requires the affirmative vote of a majority of all votes attributable to the outstanding shares of common stock of TIP, either in person or by proxy, at a Meeting at which a quorum is present.

TIP’S DIRECTORS RECOMMEND THAT

MEMBERS VOTE “FOR” THE PLAN.

OTHER MATTERS TO COME BEFORE THE MEETING

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.

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

Money Managers.  In addition to TAS, MAF is managed by external money managers recommended by TAS and approved by the TIP board.  STF is managed by TAS. The names and principal offices of MAF’s external money managers are:

Custodian, Administrator, Fund Accounting Agent, Transfer Agent, Registrar, and Dividend Disbursing Agent.  State Street Bank, One Lincoln Street, Boston, Massachusetts 02111-2900, serves as the custodian of the Funds’ assets as well as the administrator, accounting agent, transfer agent, registrar, and dividend disbursing agent.  As custodian, State Street Bank employs sub-custodians outside of the United States for MAF.

Other Administrative Services.  TAS provides certain administrative services to the Funds pursuant to a services agreement between TIP, on behalf of the Funds, and TAS. Such arrangement is expected to continue after the Reorganization.

Distributor.  [Quasar Distributors,Foreside Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 serves asThree Canal Plaza, Suite 100, Portland, Maine 04101 is the distributor and principal underwriter of the Funds’ shares.]

Independent Accountants.  Ernst & YoungPricewaterhouseCoopers LLP (“EY”PwC”), OneTwo Commerce Square, 20052001 Market Street, Suite 700,1800, 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.  EYPwC provides audit services and assistance and consultation in connection with tax returns and the review of various SEC filings.

Representatives of EYPwC 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, EYPwC will be contacted following the Meeting.  Certain fees paid to EYPwC for the fiscal years ended December 31, 20122018 and 20132019 are set forth below.

Audit Fees.The aggregate Audit Fees billed for professional services by TIP’s independent accountant, EY,PwC, for the audit of the Funds’ annual financial statements for fiscal years ended December 31, 20122018 and 2013,2019, 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’ financial statements, but are not reported as audit fees.  FeesNo such fees were billed by EYPwC to the Funds for fiscal years ended December 31, 20122018 and 2013, respectively, are shown in the table below.  These fees were for the review of the Funds’ semi-annual report.2019.

Tax Fees.  The aggregate fees billed by EYPwC during fiscal years ended December 31, 20122018 and 2013,2019, 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:

All Other Fees.  All other fees would include products and services provided by EYPwC to the Funds other than the services reported under the prior three categories.  No such fees were billed to the Funds by EYPwC for fiscal years ended December 31, 20122018 and 2013.2019.

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 in advance by the full audit committee.

The aggregate non-audit fees billed by EYPwC 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, 20122018 and 2013,2019, 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, or any entity controlling, controlled by, or under common control with the advisor, to be compatible with maintaining the principal accounting firm’s independence.

Annual Report.  The Funds’ annual report for the fiscal year ended December 31, 2013,2019, and semi-annual report for the period ended June 30, 2014,2020, were previously distributed to members.  The Funds 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’ 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.

TIFF Investment Program Inc.

170 N. Radnor Chester Road, Suite 300

Radnor, Pennsylvania 19087

1-800-984-0084

www.tiff.orgwww.tipfunds.org

Electronic mail inquiries:

Services offered by TIFF:info@tiff.org

Member-specific account data:memberservices@tiff.org

Expenses.  The Funds 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 less than $________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 20, 2014,1, 2020, the following members owned of record or, to the knowledge of management, beneficially owned more than 5% of the outstanding shares of the Funds:  

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.  Neither TIP noris not required to hold an annual member meeting in any year in which the election of trustees is not required by the 1940 Act. The Trust is not required to hold annual member meetings and neither currently intendsdoes 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 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.  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 directorstrustees of the
	TIFF Investment Program Inc.,
	Richelle S. Maestro,Christian A. Szautner, Secretary
October __, 201416, 2020

Appendix A

TIFF INVESTMENT PROGRAM INC.

GOVERNANCE COMMITTEE CHARTER

The Governance Committee is a committee of the Board of DirectorsTrustees 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;

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

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

The Committee shall be composed of at least three directors.trustees. Members of the Committee shall be directorstrustees who are not “interested persons” of TIP, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”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 a majority50% of the number of the Committee members shall constitute a quorum at any meeting.

A. Director Nominations, Elections, and Training

The Committee shall:

Appendix A

B. Committee Nominations and Functions

The Committee shall:

C. Governance Oversight

The Committee shall:

Appendix A

D. Other Responsibilities and Duties

The Committee shall:

Adopted:   December 7, 2009

Amended: September 21, 2011

(Replaced the former TIP Nominating Committee Charter)

Appendix B 

FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION

This Agreement and Plan of Reorganization and Liquidation (“Agreement”) is made as of this ____ day of December, 2014 by and between TIFF Investment Program, Inc., a Maryland corporation (the “Fund”), and TIFF Investment Program, a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).

In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto agree as follows:

1.Plan of Reorganization.

a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund, on behalf of itself and its two separately designated series, as listed on Exhibit A hereto (collectively, the “MD series”), will convey, transfer and deliver to the DE Trust, on behalf of each of its separately designated series (collectively, the “DE series”) (each of which corresponds to the MD series with the same name) at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets, including the assets of the MD series (the “Assets”), such Assets to become the Assets of the corresponding DE series. In consideration thereof, the DE Trust, on behalf of each DE series, agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the corresponding MD series (including such MD series’ portion of any obligation and liability of the Fund), existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation, and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the corresponding DE series; and (ii) to deliver to the Fund, on behalf of each MD series, in accordance with paragraph (b) of this Section 1, full and fractional shares of beneficial interest, $0.001 par value, of the corresponding DE series, equal in number to the number of full and fractional shares of common stock, $0.001 par value, of that MD series outstanding at the time of calculation of the MD series’ net asset values (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. Each reorganization contemplated hereby is intended to qualify as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund shall distribute to the MD series’ shareholders the shares of the corresponding DE series in accordance with this Agreement and the resolutions of the Board of Directors of the Fund (the “Board of Directors”) authorizing the transactions contemplated by this Agreement. The DE Series are newly organized to acquire the Assets and Liabilities of the corresponding MD Series and have no assets and have carried on no business activities prior to the consummation of the Reorganization described herein.

Appendix B