SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
[ ] Preliminary information statement [ ] Confidential, for use of
the Commission only
(as permitted by
Rule 14c-5(d)(2))
[X] Definitive information statement
TIFF INVESTMENT PROGRAM, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
TIFF INVESTMENT PROGRAM, INC.
TIFF MULTI-ASSET FUND
TIFF INTERNATIONAL EQUITY FUND
590 Peter Jefferson Parkway, Suite 250
Charlottesville, Virginia 22911
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being furnished to all persons owning shares
("members") of TIFF Multi-Asset Fund and TIFF International Equity Fund (the
"funds"), each a series of the TIFF Investment Program, Inc. ("TIP"), to provide
such members with information regarding new money manager agreements between
TIP, on behalf of each fund, and Atlantic Value Partners (No. 3) Limited
("Atlantic") an entity formed by senior management of Delaware International
Advisers Ltd. ("Delaware") and a private equity firm to acquire Delaware.
Subsequent to the acquisition, Delaware's name was changed to Mondrian
Investment Partners Ltd. ("Mondrian").
TIP was not required to obtain the approval of members before entering into
the new money manager agreements because TIP has obtained an exemptive order
(the "order") from the Securities and Exchange Commission exempting TIP from
certain provisions of the 1940 Act and the regulations thereunder that would
otherwise mandate such approval. The order permits TIP to enter into new
agreements or amend existing agreements with money managers without obtaining
member approval, but the exemption does not apply to the advisory agreement with
TIP's investment adviser, TIFF Advisory Services Inc. ("TAS"), or any amendments
to such agreement. This information statement is being provided to all members
of the funds as required by one of the conditions of the order.
The board of directors of TIP expects to mail this information statement to
members on or about November 24, 2004.
TIFF MAF/IEF Information Statement
Page 2
FUND INFORMATION
TIFF MULTI-ASSET FUND
As of October 1, 2004, the TIFF Multi-Asset Fund had outstanding
43,105,160.565 shares of net asset value of common stock representing a total
net asset value of $595,282,267.40, each dollar of net asset value being
entitled to one vote.
As of October 1, 2004, the following members owned of record or
beneficially 5% or more of the shares of common stock of TIFF Multi-Asset Fund:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF FUND
Robert College Foundation 4,099,141.959 shares 9.5%
276 Fifth Avenue, Suite 905
New York, NY 10001-4509
William Caspar Graustein Memorial Fund 3,353,976.538 shares 7.8%
One Hamden Center, Suite 2B
2319 Whitney Avenue
Hamden, CT 06518
The Greater New Orleans Foundation 2,639,470.903 shares 6.2%
1055 Saint Charles Avenue, Suite 100
New Orleans, LA 70130
Shadyside Hospital Foundation 2,427,820.186 shares 5.6%
532 South Aiken Avenue, Suite 302
Pittsburgh, PA 15232
University of Texas Law School Foundation 2,208,892.030 shares 5.1%
727 East Dean Keeton
Austin, TX 78705
Carnegie Hero Fund Commission 2,203,117.156 shares 5.1%
425 Sixth Avenue, Suite 1640
Pittsburgh, PA 15219-1823
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TIFF INTERNATIONAL EQUITY FUND
As of October 1, 2004, the TIFF International Equity Fund had outstanding
14,102,123.806 shares of net asset value of common stock representing a total
net asset value of $165,558,933.48, each dollar of net asset value being
entitled to one vote.
As of October 1, 2004, the following members owned of record or
beneficially 5% or more of the shares of common stock of TIFF International
Equity Fund:
TIFF MAF/IEF Information Statement
Page 3
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF FUND
Houston Endowment Inc. 5,631,565.687 shares 39.9%
600 Travis, Suite 6400
Houston, TX 77002-3007
The BellSouth Foundation, Inc. 1,091,001.007 shares 7.7%
1155 Peachtree Street, Room 14F05
Atlanta, GA 30309-3610
TIP's annual report containing audited financial statements for the year
ended December 31, 2003 and semi-annual report containing unaudited financial
statements for the period ended June 30, 2004 were previously sent to members.
Members may obtain an additional copy of either report, without charge, by
contacting the funds in writing at TIFF Advisory Services, Inc., 590 Peter
Jefferson Parkway, Suite 250, Charlottesville, VA 22911, or by calling, toll
free, (800) 984-0084.
TIP's principal office is located at 590 Peter Jefferson Parkway, Suite
250, Charlottesville, VA 22911. TAS, a registered investment adviser whose
address is 590 Peter Jefferson Parkway, Suite 250, Charlottesville, VA 22911,
serves as TIP's investment advisor. TAS is a taxable organization operated on a
not-for-profit basis and was formed by The Investment Fund for Foundations,
d/b/a TIFF Education Foundation, to facilitate investment by 501(c)(3)
organizations in stocks, securities, and other assets. Pursuant to its
investment advisory agreement with TIP, TAS (a) develops investment programs,
selects money managers who each act as sub-advisers with respect to a portion of
each of the funds' assets, and monitors money manager investment activities and
results; (b) provides or oversees the provision of all general management,
investment advisory, and portfolio management services to TIP; and (c) provides
TIP with office space, equipment, and personnel.
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116,
serves as the fund's administrator. EOS Fund Services LLC, 26 West 17th Street,
Suite 601, New York, NY 10011, serves as the fund's operations monitoring agent.
Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, WI, 53202, serves
as the fund's distributor.
BACKGROUND
Delaware entered into an agreement with TIP on behalf of the TIFF
International Equity Fund on April 3, 1995 and with TIP on behalf of the TIFF
Multi-Asset Fund on July 12, 2002 (the "old money manager agreements") in which
Delaware agreed to act as money manager with respect to a portion of the assets
of each fund. On September 24, 2004, Atlantic acquired Delaware. Atlantic's
acquisition of Delaware constitutes a change in control of Delaware, as the term
"control" is defined under Section 2(a) of the Investment Company Act of 1940,
as amended (the "1940 Act"). The change in control of the money manager for the
funds caused a deemed assignment, and the automatic termination of the old money
manager agreements between Delaware and the funds. Subsequent to the
acquisition, Delaware's name was changed to Mondrian.
Pursuant to the new money manager agreements, Mondrian will provide
professional international equity investment management to the funds and will
manage those portions of the assets of
TIFF MAF/IEF Information Statement
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the funds that TAS allocates to Mondrian. TAS has provided Mondrian with a set
of investment management guidelines that Mondrian must follow in investing the
assets of the funds.
The purpose of this information statement is to provide members with
information regarding Mondrian and the new money manager agreements that, as
more fully described below, have been entered into between TIP, on behalf of
each fund, and Atlantic, containing substantially similar terms and conditions
as the old money manager agreements (the "new money manager agreements"). At a
board meeting held on June 14, 2004 and in anticipation of Atlantic's
acquisition of Delaware, TIP's board of directors (the "board") unanimously
approved each new money manager agreement. The new money manager agreements have
been executed and now govern the relationship between the funds and Mondrian.
TERMS OF THE NEW MONEY MANAGER AGREEMENTS
As discussed more fully below, the terms of the old money manager
agreements and the new money manager agreements are substantially identical to
the terms of the old money manager agreements, except for names of the parties,
the effective dates, and the termination dates.
BASIC TERMS. The money manager agreements have an initial term of two years
and provide that they will thereafter continue in effect from year to year only
if such continuation is specifically approved at least annually by (a) either
(i) a vote of a majority of the board of directors of TIP or (ii) a vote of a
majority of the outstanding voting securities of each fund, separately, and (b)
a vote of a majority of each fund's directors who are not "interested persons"
as defined in the 1940 Act (the "independent directors"). The money manager
agreements provide that they may be terminated by the applicable fund, by TIP's
board of directors, or by a vote of a majority of the outstanding voting
securities of the applicable fund, or by Mondrian, in each case at any time upon
30 days' written notice to the other party. In addition, the new money manager
agreements provide for their automatic termination in the event of assignment.
The money manager agreements provide that Mondrian is not liable to the
funds for any error of judgment but shall be liable to the funds for any loss
resulting from willful misfeasance, bad faith, or gross negligence by Mondrian
in providing services under the agreement or from reckless disregard by Mondrian
of its obligations and duties under the agreement.
MONEY MANAGEMENT FEES. As compensation for the services performed and the
facilities and personnel provided by Mondrian pursuant to the new money manager
agreements, each fund will pay Mondrian a fee according to the following
schedules:
TIFF MULTI-ASSET FUND:
0.500% per year on the first $50 million of assets;
0.350% per year on the next $50 million of assets;
0.300% per year on amounts above $100 million.
TIFF MAF/IEF Information Statement
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TIFF INTERNATIONAL EQUITY FUND:
0.550% per year on the first $50 million of assets;
0.385% per year on the next $50 million of assets;
0.330% per year on amounts above $100 million.
BACKGROUND INFORMATION REGARDING MONDRIAN INVESTMENT PARTNERS
Mondrian (and its predecessor, Delaware) is a money management organization
headquartered in London, England, that has managed assets for an institutional
client base for 14 years. Mondrian's international equity investment strategies
are substantially similar to those employed by Delaware on behalf of the funds.
Mondrian is majority controlled by its senior management (formerly the senior
management of Delaware) with a substantial minority investment by a private
equity fund affiliated with Hellman & Friedman LLC.
The directors and officers of Mondrian Investment Partners and their
principal occupations are set forth in the table below. The principal business
address of each director and principal executive officer, as it relates to his
or her duties at Mondrian Investment Partners, is Third Floor, 80 Cheapside,
London EC2V 6EE, United Kingdom.
NAME POSITION
David G. Tilles Managing Director & Chief Investment Officer
Clive Gillmore Deputy Managing Director
Christopher Moth Director & Chief Investment Officer/Global Fixed Income and Currency
Hamish Parker Director
John Kirk Director/Global Fixed Income and Currency
John Emberson Director, Chief Operating Officer
Roger Kitson Director
Elizabeth Desmond Regional Research Director
Nigel May Regional Research Director
John Barrett Chief Compliance Officer
Len Johnson Senior Vice President/Client Services
Warren Shirvell Head of Operations
EVALUATION AND ACTION BY TIP DIRECTORS
At a meeting of TIP's board of directors held on June 14, 2004, the
directors considered information with respect to whether the new money manager
agreements are in the best interests of the funds and their members. The
directors received information discussing the proposed acquisition. The
directors also received information concerning the fee arrangements and the
ability of the new entity to perform its responsibilities with respect to the
funds. The directors considered that the scope and quality of services to be
provided under the new money manager agreements would be at least equivalent in
scope and quality to the services provided under the old money management
agreements. The directors also considered that the compensation to be paid under
the new money manager agreements was no greater than the compensation Delaware
received under the old money manager agreements. The directors also considered
that all other material terms of the old money manager agreements would remain
unchanged (including those regarding compensation) under the new money manager
agreements, except for the party names, effective dates, and termination dates.
TIFF MAF/IEF Information Statement
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Based upon its review, the board of directors, and separately the
independent directors, concluded that the new money manager agreements are
reasonable, fair, and in the best interests of the TIFF Multi-Asset Fund and the
TIFF International Equity Fund and their members, and that the fees provided in
both such agreements are fair and reasonable. Accordingly, after consideration
of all factors as it deemed relevant, the board of directors, including all of
the independent directors, unanimously approved the new money manager
agreements.