<Page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08234
--------------------------------------------
TIFF Investment Program, Inc.
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(Exact name of registrant as specified in charter)
590 Peter Jefferson Parkway, Suite 250, Charlottesville, VA 22911
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(Address of principal executive offices) (Zip code)
Richard J. Flannery
President and Principal Executive Officer
TIFF Advisory Services, Inc.
590 Peter Jefferson Parkway, Charlottesville, VA 22911
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(Name and address of agent for service)
with a copy to:
Jack Murphy, Esq.
Dechert LLP
1775 I Street, N.W.,
Washington, D.C. 20006-2401
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Registrant's telephone number, including area code: 434-817-8200
-----------------------------
Date of fiscal year end: 12/31/2005
--------------------------
Date of reporting period: 1/1/2005 - 6/30/2005
------------------------
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ITEM 1. REPORTS TO STOCKHOLDERS.
<Page>
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SEMI-ANNUAL REPORT [LOGO]
JUNE 30, 2005
(UNAUDITED) A Report of the TIFF INVESTMENT PROGRAM
ABOUT TIFF
The Investment Fund for Foundations (TIFF) is a non-profit cooperative founded
in 1991 by a nationwide network of foundations. Its mission is to seek to
improve the investment returns of eligible organizations by making available to
them (1) a series of multi-manager investment vehicles designed to meet the
long-term investment needs of endowed charities and (2) resources aimed at
enhancing fiduciaries' knowledge of investing.
TIFF MUTUAL FUNDS
The TIFF Investment Program, Inc. (TIP) comprises a family of multi-manager,
no-load mutual funds open to foundations, endowments, 501(c)(3) organizations,
and certain other non-profit organizations. TIP consists of five mutual funds at
present: Multi-Asset Fund (MAF), International Equity Fund (IEF), US Equity Fund
(USEF), Government Bond Fund (GBF), and Short-Term Fund (STF). TIFF Advisory
Services, Inc. (TAS) serves as the investment advisor to the funds.
All of the TIFF mutual funds enable member organizations to delegate to TAS
responsibility for the time-intensive task of selecting money managers and other
vendors. MAF goes beyond this by providing members with an opportunity to also
delegate to TAS responsibility for the all-important task of asset allocation
within the marketable investments sector.
FINANCIAL STATEMENTS
TIP is pleased to provide this Semi-Annual Report for June 30, 2005. Additional
discussion of the performance of the mutual funds described herein has been
provided to members via the TIFF MARKETABLE INVESTMENTS quarterly reports.
FOR FURTHER INFORMATION
As always, we would welcome the opportunity to discuss any aspect of TIFF's
services as well as answer any questions about these financial reports. For
further information about TIFF, please call us at 434-817-8200 or visit our
Website at www.tiff.org.
AUGUST 29, 2005
CONTENTS
<Table>
TIFF Multi-Asset Fund
/ / Schedule of Investments....................... 3
TIFF International Equity Fund
/ / Schedule of Investments....................... 13
TIFF US Equity Fund
/ / Schedule of Investments....................... 18
TIFF Government Bond Fund
/ / Schedule of Investments....................... 21
TIFF Short-Term Fund
/ / Schedule of Investments....................... 22
Statements of Assets and Liabilities.............. 23
Statements of Operations.......................... 25
Statements of Changes in Net Assets............... 27
Statement of Cash Flows........................... 30
Financial Highlights.............................. 31
Notes to Financial Statements..................... 36
Fund Expenses..................................... 51
Additional Information............................ 52
Approval of the Investment Advisory and Money
Manager Agreements.............................. 53
Directors and Principal Officers.................. 61
</Table>
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Copyright -C- 2005 / / All rights reserved / / This report may not be reproduced
or distributed without written permission from TIFF.
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2
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TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
COMMON STOCKS -- 48.2%
US COMMON STOCKS -- 23.5%
AEROSPACE AND DEFENSE -- 0.4%
33,600 Boeing Co. $2,217,610
8,700 Lockheed Martin Corp. 564,369
8,200 Northrop Grumman Corp. 453,050
3,200 Textron, Inc. 242,720
------------
3,477,749
------------
AIRLINES -- 0.1%
55,300 AMR Corp.* 669,683
44,400 Northwest Airlines Corp.* 202,464
------------
872,147
------------
AUTOMOTIVE -- 0.0%
29,900 Ford Motor Co. 306,176
------------
BANKING -- 0.2%
6,500 Comerica, Inc. 375,700
6,600 PNC Financial Services Group, Inc. 359,436
5,400 UnionBanCal Corp. 361,368
8,900 Wells Fargo Corp. 548,062
------------
1,644,566
------------
BEVERAGES, FOOD, AND TOBACCO -- 0.7%
29,300 Altria Group, Inc. 1,894,538
66,700 Anheuser-Busch Companies, Inc. 3,051,525
6,900 General Mills, Inc. 322,851
2,900 Hershey Foods Corp. 180,090
12,100 Pepsi Bottling Group, Inc. 346,181
4,400 Pepsico, Inc. 237,292
------------
6,032,477
------------
CHEMICALS -- 0.2%
12,200 Dow Chemical Co. 543,266
14,700 The Scotts Miracle-Gro Company* 1,046,787
------------
1,590,053
------------
COMMERCIAL SERVICES -- 0.3%
10,100 Cendant Corp. 225,937
7,200 H & R Block, Inc. 420,120
4,000 Learning Tree International, Inc.* 48,080
32,000 Viad Corp. 906,880
32,300 Waste Management, Inc. 915,382
------------
2,516,399
------------
COMMUNICATIONS -- 0.8%
139,100 American Tower Corp., Class A* 2,923,882
11,100 Corning, Inc.* 184,482
403,000 Lucent Technologies, Inc.* 1,172,730
61,500 Nextel Communications, Inc., Class A* 1,987,065
17,700 Verizon Communications Corp. 611,535
------------
6,879,694
------------
COMPUTER SOFTWARE AND PROCESSING -- 1.1%
6,100 Adobe Systems, Inc. 174,582
4,600 Autodesk, Inc. 158,102
4,700 Computer Sciences Corp.* 205,390
4,700 Fiserv, Inc.* 201,865
48,600 IMS Health, Inc. 1,203,822
4,100 Intuit, Inc.* 184,951
<Caption>
NUMBER
OF SHARES VALUE +
200,700 Microsoft Corp. $4,985,388
155,800 Oracle Corp.* 2,056,560
------------
9,170,660
------------
COMPUTERS AND INFORMATION -- 0.6%
4,700 Apple Computer, Inc.* 173,007
51,700 Cisco Systems, Inc.* 987,987
20,700 Dell, Inc.* 817,857
31,100 Hewlett-Packard Co. 731,161
5,700 International Business Machines Corp. 422,940
262,400 Sun Microsystems, Inc.* 978,752
98,500 Xerox Corp.* 1,358,315
------------
5,470,019
------------
COSMETICS AND PERSONAL CARE -- 0.1%
9,100 Estee Lauder Companies, Inc., Class A 356,083
2,900 Procter & Gamble Co. 152,975
------------
509,058
------------
DIVERSIFIED -- 0.5%
475 Berkshire Hathaway Inc., Class B* 1,322,163
97,500 General Electric Co. 3,378,375
------------
4,700,538
------------
ELECTRIC UTILITIES -- 0.2%
3,800 Constellation Energy Group, Inc. 219,222
12,800 Edison International 519,040
4,400 FirstEnergy Corp. 211,684
5,800 TXU Corp. 481,922
------------
1,431,868
------------
ELECTRONICS -- 0.2%
38,180 Agere Systems, Inc.* 457,778
58,700 Intel Corp. 1,529,722
6,500 Texas Instruments, Inc. 182,455
------------
2,169,955
------------
ENTERTAINMENT AND LEISURE -- 0.4%
99,900 Blockbuster, Inc., Class A 909,090
19,000 International Speedway Corp., Class A 1,068,940
121,000 Liberty Media Corp., Class A* 1,232,990
8,900 Mattel, Inc. 162,870
------------
3,373,890
------------
FINANCIAL SERVICES -- 3.4%
54,300 American Express Co. 2,890,389
56,000 Bank of America Corp. 2,554,160
3,300 Bear, Stearns & Co., Inc. 343,002
6,000 CIT Group, Inc. 257,820
88,400 Citigroup, Inc. 4,086,732
12,600 Countrywide Financial Corp. 486,486
8,400 Extra Space Storage, Inc. REIT 120,372
52,300 Extra Space Storage, Inc. REIT(a)(b) 749,459
8,700 Goldman Sachs Group, Inc. 887,574
51,200 JP Morgan Chase & Co., Inc. 1,808,384
13,300 KeyCorp 440,895
36,700 KKR Financial Corp. REIT* 917,500
5,600 Lehman Brothers Holdings, Inc. 555,968
29,200 Maguire Properties, Inc. REIT 827,528
98,200 MBNA Corp. 2,568,912
113,400 Mellon Financial Corp. 3,253,446
10,700 Merrill Lynch & Co. 588,607
32,000 Moody's Corp. 1,438,720
49,700 Morgan Stanley 2,607,759
</Table>
3
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TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
71,400 People's Choice Financial Corp.
(144A)*(a)(b)(c){::} $646,170
26,500 Ventas, Inc. REIT 800,300
13,900 Washington Mutual, Inc. 565,591
------------
29,395,774
------------
FOREST PRODUCTS AND PAPER -- 0.3%
5,100 Georgia-Pacific Group 162,180
65,900 International Paper Co. 1,990,839
3,100 Kimberly-Clark Corp. 194,029
------------
2,347,048
------------
HEALTHCARE PROVIDERS -- 0.1%
8,100 HCA, Inc. 459,027
3,600 Quest Diagnostics, Inc. 191,772
------------
650,799
------------
HEAVY CONSTRUCTION -- 0.1%
39,660 Comstock Homebuilding Cos., Inc., Class
A* 960,565
------------
HEAVY MACHINERY -- 0.1%
3,300 Caterpillar, Inc. 314,523
7,200 Deere & Co. 471,528
6,400 Paccar, Inc. 435,200
------------
1,221,251
------------
HOME CONSTRUCTION, FURNISHINGS, AND APPLIANCES -- 0.4%
2,700 Centex Corp. 190,809
11,100 D.R. Horton, Inc. 417,471
5,300 Lennar Corp., Class A 336,285
76,200 Levitt Corp., Class A 2,279,904
------------
3,224,469
------------
HOUSEHOLD PRODUCTS -- 0.0%
7,300 The Clorox Co. 406,756
------------
INSURANCE -- 0.5%
6,800 Aetna, Inc. 563,176
10,300 Allstate Corp. 615,425
13,000 MBIA Inc. 771,030
15,500 Mercury General Corp. 845,060
8,200 MetLife, Inc. 368,508
7,900 MGIC Investment Corp. 515,238
8,700 Principal Financial Group, Inc. 364,530
5,300 The Progressive Corp. 523,693
------------
4,566,660
------------
LODGING -- 0.8%
89,700 Hilton Hotels Corp. 2,139,345
47,300 Las Vegas Sands Corp.* 1,690,975
6,800 Marriott International, Inc. Class A 463,896
45,100 Starwood Hotels & Resorts Worldwide,
Inc. 2,641,507
------------
6,935,723
------------
MEDIA - BROADCASTING AND PUBLISHING -- 1.3%
4,600 Clear Channel Communications, Inc. 142,278
37,400 Comcast Corp., Class A* 1,120,130
15,700 Dow Jones & Co., Inc. 556,565
2,300 Gannett Co., Inc. 163,599
56,515 Hollinger International, Inc. 565,715
58,867 Liberty Global, Inc., Class A* 2,747,323
10,800 McGraw-Hill Companies, Inc. 477,900
284,900 Primedia, Inc.* 1,153,845
<Caption>
NUMBER
OF SHARES VALUE +
20,700 Viacom, Inc., Class A $666,954
103,600 Viacom, Inc., Class B 3,317,272
------------
10,911,581
------------
MEDICAL SUPPLIES -- 0.1%
16,400 Baxter International, Inc. 608,440
2,900 Becton, Dickinson & Co. 152,163
------------
760,603
------------
METALS -- 0.0%
1,700 Phelps Dodge Corp. 157,250
------------
METALS AND MINING -- 1.1%
179,800 Alcoa, Inc. 4,698,174
23,300 Apex Silver Mines Ltd.* 320,142
27,100 CONSOL Energy, Inc. 1,452,018
34,100 Freeport-McMoRan Copper & Gold, Inc.,
Class B 1,276,704
45,300 Massey Energy Co. 1,708,716
7,800 Nucor Corp. 355,836
------------
9,811,590
------------
OIL AND GAS -- 3.5%
19,842 Anadarko Petroleum Corp. 1,630,020
16,900 Baker Hughes, Inc. 864,604
21,600 Burlington Resources, Inc. 1,193,184
53,600 Chevron Corp. 2,997,312
39,400 ConocoPhillips 2,265,106
19,200 Devon Energy Corp. 973,056
49,400 EOG Resources, Inc. 2,805,920
12,900 Equitable Resources, Inc. 877,200
68,060 Exxon Mobil Corp. 3,911,408
19,475 Global Santa Fe Corp. 794,580
23,400 Halliburton Co. 1,118,988
7,100 Marathon Oil Corp. 378,927
26,400 Newfield Exploration Co.* 1,053,096
13,500 Noble Energy, Inc. 1,021,275
16,300 Transocean, Inc.* 879,711
53,200 Valero Energy Corp. 4,208,652
25,200 Western Gas Resources, Inc. 879,480
69,366 XTO Energy, Inc. 2,357,750
------------
30,210,269
------------
PHARMACEUTICALS -- 1.6%
7,000 Abbott Laboratories 343,070
12,500 Amgen, Inc.* 755,750
28,300 Bristol-Myers Squibb Co. 706,934
9,100 Cardinal Health, Inc. 523,978
16,000 Johnson & Johnson 1,040,000
12,100 McKesson Corp. 541,959
5,000 Merck & Co., Inc. 154,000
163,000 Pfizer, Inc. 4,495,540
89,700 Schering-Plough Corp. 1,709,682
72,900 Wyeth 3,244,050
------------
13,514,963
------------
REAL ESTATE -- 2.4%
81,300 American Campus Communities, Inc. (REIT) 1,843,884
86,700 Amerivest Properties, Inc. (REIT) 361,539
39,400 BioMed Realty Trust, Inc. (REIT) 939,690
36,400 BNP Residential Properties, Inc. (REIT) 582,400
59,900 Digital Realty Trust, Inc. (REIT) 1,039,864
80,200 Education Realty Trust, Inc. (REIT) 1,467,660
20,200 Forest City Enterprises, Inc., Class A 1,434,200
</Table>
4
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TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
62,800 Glenborough Realty Trust, Inc. (REIT) $1,293,052
111,500 Gramercy Capital Corp. (REIT)(a)(b)(c) 2,719,262
200 Mack-Cali Realty Corp. (REIT) 9,060
36,400 Mills Corp. (The) (REIT) 2,212,756
102,400 Omega Healthcare Investors, Inc. (REIT) 1,316,864
28,900 ProLogis Trust (REIT) 1,162,936
18,700 St. Joe Co. (The) 1,524,798
66,300 Sunstone Hotel Investors, Inc. (REIT) 1,608,438
64,000 U-Store-It Trust (REIT) 1,219,200
------------
20,735,603
------------
RESTAURANTS -- 0.0%
8,600 Yum! Brands, Inc. 447,888
------------
RETAILERS -- 1.3%
54,000 99 Cents Only Stores* 686,340
14,900 Amazon.com, Inc.* 492,892
3,800 Best Buy Co., Inc. 260,490
76,000 Costco Wholesale Corp. 3,406,320
6,900 Federated Department Stores, Inc. 505,632
19,500 Home Depot, Inc. 758,550
24,500 Kroger Co.* 466,235
8,200 Limited Brands 175,644
6,000 Nordstrom, Inc. 407,820
19,800 Safeway, Inc. 447,282
7,000 The May Department Stores Co. 281,120
66,300 Wal-Mart Stores, Inc. 3,195,660
------------
11,083,985
------------
TELEPHONE SYSTEMS -- 0.4%
27,100 ALLTEL Corp. 1,687,788
15,900 BellSouth Corp. 422,463
78,100 Level 3 Communications, Inc.* 157,762
45,300 Qwest Communications International,
Inc.* 168,063
39,800 SBC Communications, Inc. 945,250
------------
3,381,326
------------
TEXTILES, CLOTHING, AND FABRICS -- 0.0%
6,100 Coach, Inc.* 204,777
2,700 Nike Inc., Class B 233,820
------------
438,597
------------
TRANSPORTATION -- 0.3%
29,700 Burlington Northern Santa Fe Corp. 1,398,276
50,500 Kansas City Southern* 1,019,090
16,400 Sabre Holdings Corp. 327,180
------------
2,744,546
------------
Total US Common Stocks
(Cost $179,577,458) 204,052,495
------------
FOREIGN COMMON STOCKS -- 24.7%
AUSTRALIA -- 1.4%
288,217 Alumina Ltd. 1,216,523
320,828 Amcor Ltd. 1,629,966
22,336 Australia and New Zealand Banking Group
Ltd. 368,873
12,000 Caltex Australian Ltd. 144,750
169,811 Coles Myer Ltd. 1,192,147
415,273 Foster's Group Ltd. 1,680,153
20,000 Iluka Resources Ltd. 114,795
115,061 National Australia Bank Ltd. 2,690,764
22,000 Rinker Group Ltd. 232,570
73,442 Santos Ltd. 631,977
<Caption>
NUMBER
OF SHARES VALUE +
478,284 Telstra Corp. Ltd. $1,842,452
6,565 WMC Resources Ltd. 39,083
------------
11,784,053
------------
BELGIUM -- 0.3%
2,562 Electrabel SA 1,119,186
59,000 Fortis* 1,630,421
------------
2,749,607
------------
BERMUDA -- 0.6%
5,500 Ingersoll Rand Co. 392,425
148,200 Jardine Matheson Holdings, Ltd. 2,623,140
178,500 Jardine Strategic Holdings, Ltd. 1,820,700
------------
4,836,265
------------
BRAZIL -- 0.8%
6,960,000 Cia de Saneamento Basico do Estado de
Sao Paulo 417,011
19,200 Cia Siderurgica Nacional SA - Sponsored
ADR+ 310,080
38,543 Cia Vale do Rio Doce - ADR 1,128,539
122,500 Cia Vale do Rio Doce - Sponsored ADR+ 3,111,500
32,700 Petroleo Brasileiro SA - ADR 1,704,651
52,700 Votorantim Celulose Papel SA - ADR 637,670
------------
7,309,451
------------
CANADA -- 3.7%
200,400 Abitibi-Consolidated, Inc. - New York
Stock Exchange 897,792
61,300 Abitibi-Consolidated, Inc. - Toronto
Stock Exchange 273,267
8,400 ACE Aviation Holdings, Inc., Class A* 273,302
43,900 Agrium, Inc. 858,072
22,000 Alcan, Inc. 660,647
21,500 BCE, Inc. 509,063
584,700 Bombardier, Inc., Class B 1,245,972
8,500 Brascan Corp., Class A 324,360
60,600 Cameco Corp. 2,711,850
3,750 Canadian National Railway Co. 216,188
12,000 Canadian Natural Resources Ltd. 436,560
125,000 Canadian Natural Resources Ltd. -
Toronto Stock Exchange 4,531,352
53,100 Domtar, Inc. 392,787
95,500 Encana Corp. - Toronto Stock Exchange 3,768,383
10,100 Fairmont Hotels & Resorts, Inc. 350,136
22,700 Imperial Oil Ltd. - Toronto Stock
Exchange 1,890,802
3,100 Inco Ltd. 117,025
1,700 Magna International, Inc. 119,578
409,900 Nortel Networks Corp.* 1,067,587
3,800 Novelis, Inc. 96,396
20,071 Petro-Canada 1,306,876
43,500 Placer Dome, Inc. 669,030
49,900 Rogers Communications, Inc., Class B 1,637,802
46,484 Suncor Energy, Inc. 2,198,198
96,700 Talisman Energy - Toronto Stock Exchange 3,623,881
89,487 Western Oil Sands, Inc., Class A* 1,738,158
------------
31,915,064
------------
CAYMAN ISLANDS -- 0.0%
10,900 Seagate Technology, Inc.* 191,295
------------
CHINA -- 0.3%
20,500 Aluminum Corp. of China Ltd. 1,126,885
20,800 China Petroleum & Chemical Corp. - ADR 816,128
</Table>
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TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
1,800,000 China Telecom Corp. $648,373
212,000 Tsingtao Brewery Co. Ltd. 227,728
------------
2,819,114
------------
DENMARK -- 0.1%
4,800 Coloplast A/S, Class B 278,784
13,333 Vestas Wind Systems A/S* 220,148
5,700 William Demant Holding A/S* 283,365
------------
782,297
------------
FINLAND -- 0.3%
23,400 Metso Oyj 508,864
38,430 M-real Oyj, Class B 208,131
40,300 Sampo Oyj, Class A 628,235
10,300 Tietoenator Oyj 312,264
63,268 UPM-Kymmeme Oyj 1,213,398
------------
2,870,892
------------
FRANCE -- 1.2%
28,500 Alcatel SA* 310,865
3,700 Atos Origin SA* 234,065
13,200 AXA SA 328,412
6,700 BNP Paribas 458,262
8,700 Carrefour SA 420,000
9,100 Compagnie de Saint-Gobain 503,094
4,200 Groupe Danone 368,399
4,504 Sanofi-Aventis 368,889
163,400 Scor SA* 327,725
8,879 Societe Generale, Class A 899,755
6,200 Thales SA 251,352
11,004 Total SA 2,578,003
25,700 Total SA - Sponsored ADR+ 3,003,045
------------
10,051,866
------------
GERMANY -- 0.8%
9,500 BASF AG 629,920
52,859 Bayer AG 1,758,764
37,908 Bayerische Hypo-und Vereinsbank AG* 986,310
8,400 Bayerische Motoren Werke AG 382,347
11,200 Deutsche Post AG 261,622
5,100 E.ON AG 452,966
8,200 Fresenius Medical Care AG 700,288
26,928 RWE AG 1,731,438
------------
6,903,655
------------
HONG KONG -- 0.9%
59,000 Asia Satellite Telecom Holdings Ltd. 103,327
958,000 First Pacific Co. Ltd.* 341,281
154,000 Henderson Land Development Co. Ltd. 735,573
80,000 Hong Kong Aircraft Engineering Co. Ltd. 514,275
276,700 Hong Kong Electric Holdings Ltd. 1,261,248
158,000 Hong Kong Exchanges & Clearing Ltd. 408,133
355,145 Hong Kong Shanghai Hotels Ltd. 368,917
292,412 Hysan Development Co. Ltd. 606,453
731,000 i-Cable Communications Ltd. 241,964
174,000 Mandarin Oriental International Ltd. 165,300
1,039,765 New World Development Ltd. 1,271,625
234,000 Next Media Ltd.* 108,968
118,000 Silver Grant International Ltd. 37,571
298,000 SmarTone Telecommunications Holdings
Ltd. 327,522
150,000 Television Broadcasts Ltd. 846,825
272,000 Wheelock & Co. Ltd. 437,582
------------
7,776,564
------------
<Caption>
NUMBER
OF SHARES VALUE +
INDONESIA -- 0.2%
341,000 PT Astra International TBK $442,563
8,220,367 PT Bank Pan Indonesia TBK 394,261
185,000 PT Gudang Garam TBK 239,543
172,000 PT Hero Supermarket TBK* 52,869
1,487,000 PT Indofood Sukses Makmur TBK 167,592
1,706,000 PT Matahari Putra Prima TBK 102,964
166,000 PT Semen Gresik TBK 326,536
------------
1,726,328
------------
IRELAND -- 0.1%
101,500 Eircom Group plc 226,388
55,400 Fyffes plc 165,405
123,900 Independent News & Media plc 380,952
------------
772,745
------------
ITALY -- 0.4%
265,612 Banca Intesa SpA 1,212,153
7,324 FASTWEB* 315,366
50,600 Fiat SpA* 367,056
23,200 Luxottica Group SpA - ADR 477,688
4,400 Natuzzi SpA - Sponsored - ADR+ 35,816
44,500 Saipem SpA 598,422
68,100 Unicredito Italiano SpA 358,444
------------
3,364,945
------------
JAPAN -- 2.2%
2,900 Aisin Seiki Co. Ltd. 62,716
11,000 Alfresa Holdings Corp. 491,382
38,000 Bank of Fukuoka Ltd. (The) 224,530
30,400 Canon, Inc. 1,593,767
50,000 Chiba Bank Ltd. (The) 328,274
14,000 Dai Nippon Printing Co. Ltd. 225,162
12,000 Daifuku Co. Ltd. 113,641
88 East Japan Railway Co. 451,539
11,600 FamilyMart Co. Ltd. 332,317
13,000 Fuji Photo Film Co. Ltd. 423,308
4,600 Fujitsu Frontech Ltd. 56,003
44,000 Hitachi Ltd. 266,672
11,400 Isetan Co. Ltd. 143,310
10,000 Ito-Yokado Co. Ltd. 330,102
32 Japan Tobacco, Inc. 426,861
11,000 JS Group Corp. 186,392
12,000 Kao Corp. 282,985
129,000 Kawasaki Heavy Industries Ltd. 246,687
20,000 Kinden Corp. 147,696
43,000 Kirin Brewery Co. Ltd. 416,448
14,000 Matsushita Electric Industries Co. 212,620
40,114 Matsushita Electric Works Ltd. 333,290
17,000 Mitsubishi Corp. 230,166
11,000 Mitsubishi Gas Chemical Co., Inc. 56,163
34 Mizuho Financial Group, Inc. 154,029
17,000 NGK Insulators Ltd. 165,070
3,200 Nintendo Co. Ltd. 333,642
13,000 Nippon Meat Packers, Inc. 150,804
10,000 Nippon Mining Holdings, Inc. 56,575
49,000 Nippon Oil Corp. 332,106
32,000 Nippon Suisan Kaisha Ltd. 120,236
79 Nippon Telegraph and Telephone Corp. 338,904
10,000 Nisshinbo Industries, Inc. 81,602
10,000 Noritake Co. Ltd. 43,381
278 NTT DoCoMo, Inc. 409,041
14,000 Onward Kashiyama Co. Ltd. 177,033
</Table>
6
<Page>
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TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
3,000 Ryosan Co. Ltd. $71,628
5,000 Sankyo Co. Ltd. 231,836
6,000 SECOM Co. Ltd. 257,258
24,000 Sekisui House Ltd. 242,794
40,000 Shimizu Corp. 186,626
14,000 Shiseido Co. Ltd. 176,609
16,000 Sompo Japan Insurance, Inc. 160,896
6,400 Sony Corp. 220,630
23,000 Sumitomo Electric Industries Ltd. 233,780
19,000 Sumitomo Forestry Co. Ltd. 183,584
19,000 Sumitomo Metal Mining Co. Ltd. 129,685
69 Sumitomo Mitsui Financial Group, Inc. 465,290
59,000 Sumitomo Trust & Banking Co. Ltd. 357,866
25,000 Taiyo Nippon Sanso Corp. 126,965
41,600 Takeda Pharmaceutical Co. Ltd. 2,058,643
32,000 Tanabe Seiyaku Co. Ltd. 308,832
20,000 Tokyo Broadcasting System, Inc. 329,885
13,300 Tokyo Electric Power Co., Inc. 317,467
121,000 Tokyo Gas Co. Ltd. 452,180
3,000 Tokyo Ohka Kogyo Co. Ltd. 63,082
14,200 Toppan Forms Co. Ltd. 158,980
3,000 Toyo Seikan Kaisha Ltd. 47,272
42,200 Toyota Motor Corp. 1,510,113
47 West Japan Railway Co. 161,391
6,000 Yamaha Motor Co. Ltd. 109,311
6,000 Yamatake Corp. 99,131
48,000 Yokohama Bank Ltd. 276,012
------------
18,882,200
------------
LUXEMBOURG -- 0.1%
31,800 Arcelor SA 620,878
------------
MALAYSIA -- 0.4%
22,800 British American Tobacco Berhad 250,376
106,000 Carlsberg Brewery Malaysia Berhad 153,421
217,000 CIMB Berhad 331,305
191,000 Commerce Asset-Holding Berhad 253,647
166,000 Kumpulan Guthrie Berhad 98,266
100,000 Malaysian Airlines System Berhad 92,225
362,900 Maxis Communications Berhad 926,350
369,000 Multi-Purpose Holdings Berhad* 90,827
250,000 Resorts World Berhad 624,071
121,000 Telekom Malaysia Berhad 317,930
------------
3,138,418
------------
MEXICO -- 0.0%
700 America Movil SA de CV 41,727
248,900 Grupo Continental SA 410,046
1,600 Telefonos de Mexico SA de CV,
Class L - ADR 30,224
------------
481,997
------------
NETHERLANDS -- 1.5%
15,175 Heineken NV 467,700
60,132 ING Groep NV 1,692,424
40,800 Koninklijke (Royal) KPN NV - Amsterdam
Exchange 341,874
19,600 Koninklijke (Royal) Philips Electronics
NV - Amsterdam Exchange 493,071
4,092 Koninklijke Boskalis Westminster NV 159,480
65,139 Mittal Steel Co. NV, Class A - New York
Stock Exchange 1,546,400
120,268 Reed Elsevier NV 1,672,060
<Caption>
NUMBER
OF SHARES VALUE +
68,745 Royal Dutch Petroleum Co. - Amsterdam
Exchange $4,475,969
25,100 Royal Dutch Petroleum Co. - New York
Stock Exchange 1,628,990
7,400 Royal Nedlloyd NV 502,585
9,842 Wolters Kluwer NV 187,790
------------
13,168,343
------------
NEW ZEALAND -- 0.2%
93,722 Carter Holt Harvey Ltd. 148,372
298,525 Telecom Corporation of New Zealand Ltd. 1,247,004
------------
1,395,376
------------
NORWAY -- 0.0%
30,600 DNB NOR ASA 317,316
3,200 Schibsted ASA 87,828
------------
405,144
------------
PANAMA -- 0.1%
34,600 Banco Latinoamericano de Exportaciones
SA 621,070
------------
PHILIPPINES (THE) -- 0.3%
522,000 ABS-CBN Broadcasting Corp. - PDR 97,728
177,976 Ayala Corp. 1,002,458
358,000 Banco de Oro Universal Bank 201,645
57,400 Globe Telecom, Inc. 821,216
376,000 Jollibee Foods Corp. 194,600
------------
2,317,647
------------
POLAND -- 0.1%
15,504 Bank Pekao SA 666,953
------------
RUSSIA -- 0.2%
53,080 Lukoil Oil Co. - ADR 1,952,282
------------
SINGAPORE -- 0.3%
627,000 BIL International Ltd. 445,474
69,000 Great Eastern Holdings Ltd. 588,870
26,000 Overseas Union Enterprise Ltd. 140,000
158,400 Overseas-Chinese Banking Corp. Ltd. 1,088,074
349,000 SembCorp Marine Ltd. 541,869
349,000 United Industrial Corp. 205,675
------------
3,009,962
------------
SOUTH AFRICA -- 1.1%
42,839 Anglo American Platinum Corp. Ltd. 1,903,201
20,856 Anglo American plc - Johannesburg
Exchange 488,988
31,174 Anglo American plc - London Exchange 731,951
178,517 FirstRand Ltd. 370,915
77,133 Gold Fields Ltd. 877,227
9,519 Impala Platinum Holdings Ltd. 849,462
40,800 JD Group Ltd. 392,647
48,804 Nedbank Group Ltd. 543,178
4,700 Pretoria Portland Cement Co. Ltd. 161,924
210,300 RMB Holdings Ltd. 701,150
47,633 Sasol Ltd. 1,285,433
78,100 Sun International Ltd. 721,584
91,100 Venfin Ltd. 390,801
------------
9,418,461
------------
SOUTH KOREA -- 0.1%
430 Hyundai Motor Co. Ltd. 23,774
730 Kookmin Bank 33,257
460 Korea Electric Power Corp. 14,127
</Table>
7
<Page>
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TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
23,500 Korea Gas Corp. $674,190
100 POSCO 17,626
80 Samsung Electronics Co. Ltd. 37,940
------------
800,914
------------
SPAIN -- 1.0%
6,700 Acciona SA 662,764
38,200 Acerinox SA 519,087
43,500 Banco Popular Espanol SA 526,106
143,834 Banco Santander Central Hispanoamer SA 1,661,505
66,197 Iberdrola SA 1,741,341
12,180 NH Hoteles SA 166,763
2,300 Prosegur Cia de Seguridad SA 48,510
30,600 Repsol SA - Sponsored ADR+ 768,978
8,480 Sogecable SA* 300,826
141,788 Telefonica SA 2,316,040
6,800 Viscofan SA 64,880
------------
8,776,800
------------
SWEDEN -- 0.2%
25,300 Assa Abloy AB 324,690
5,600 Hoganas AB, Class B 149,972
7,500 Svenska Cellulosa AB 239,740
25,200 Svenska Handelsbanken AB, Class A 513,710
187,700 Telefonaktiebolaget LM Ericsson, Class B 599,866
------------
1,827,978
------------
SWITZERLAND -- 0.2%
5,900 Adecco SA 267,923
16,200 Compagnie Financiere Richemont AG 543,185
290 Geberit AG 185,359
6,080 Logitech International SA* 195,532
11,900 Novartis AG 565,390
400 Publigroupe SA 109,066
------------
1,866,455
------------
TAIWAN -- 0.1%
43,000 Asustek Computer, Inc. 121,591
134,200 Asustek Computer, Inc. - GDR 373,076
------------
494,667
------------
THAILAND -- 0.5%
589,700 Advanced Information Service Public Co.
Ltd. 1,398,611
224,000 GMM Grammy Public Co. Ltd. 68,306
321,000 Kasikornbank Public Co. Ltd.* 441,637
108,000 MBK Public Co. Ltd. 125,460
327,000 National Finance Public Co. Ltd. 101,297
103,700 Siam Cement Public Co. Ltd. 606,297
168,100 Siam Cement Public Co. Ltd. - NVDR 927,561
84,000 Siam Commercial Bank Public Co. Ltd. 95,547
923,700 Thai Union Frozen Products Public Co.
Ltd. - NVDR 614,757
------------
4,379,473
------------
UNITED KINGDOM -- 5.0%
60,400 Amvescap plc 358,427
48,300 Arriva plc 470,757
53,500 Associated British Ports Holdings plc 470,240
89,176 Aviva plc 990,471
40,200 BAA plc 445,938
144,300 BAE Systems plc 738,993
64,400 Barclays plc 639,268
287,544 BG Group plc 2,357,477
<Caption>
NUMBER
OF SHARES VALUE +
66,199 BOC Group plc $1,187,007
198,518 Boots Group plc 2,161,479
289,108 BP plc 3,007,609
57,100 BP plc - ADR 3,561,898
253,105 Brambles Industries plc 1,381,669
57,800 BT Group plc 237,275
10,889 Bunzl plc 100,224
205,300 Cable & Wireless Communications plc 546,230
52,400 Capita Group plc 344,367
7,800 Carnival plc 443,181
79,500 Compass Group plc 333,652
35,000 Devro plc 81,537
44,800 Diageo plc 658,582
98,900 Enodis plc* 203,678
17,200 Enterprise Inns plc 256,314
7,000 Filtrona plc* 30,490
229,200 GKN plc 1,055,260
114,373 GlaxoSmithKline plc 2,760,705
54,500 Hanson plc 522,364
78,600 Hays plc 182,448
143,579 HBOS plc 2,210,477
55,000 Hilton Group plc 281,069
75,600 ICAP plc 401,455
22,100 Intertek Testing Services plc 277,003
833,200 Invensys plc* 155,574
131,000 ITV plc 288,346
308,969 Lloyds TSB Group plc 2,612,725
1,079,000 MyTravel Group plc, Class A* 112,175
220,900 Pilkington plc 472,521
25,000 Provident Financial plc 321,724
16,300 Reckitt Benckiser plc 479,124
59,000 Reed Elsevier plc 563,531
20,400 Rexam plc 176,157
24,200 Rio Tinto plc 737,108
116,100 Sage Group plc (The) 463,668
102,400 Shell Transport & Trading Co. plc 992,388
22,300 Shell Transport & Trading Co. plc - ADR 1,294,738
21,400 Smiths Group plc 352,075
172,200 Stagecoach Group plc 363,044
58,700 Sygen International Group plc 41,023
103,400 Tesco plc 589,207
2,200 Travis Perkins plc 68,377
114,534 Unilever plc 1,105,521
141,663 Vedanta Resources Ltd. 1,276,987
194,100 Vodafone Group plc 471,841
26,600 WPP Group plc 272,988
94,457 Xstrata plc 1,815,728
------------
43,724,114
------------
Total Foreign Common Stocks
(Cost $173,380,454) 213,803,273
------------
Total Common Stocks
(Cost $352,957,912) 417,855,768
------------
</Table>
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE
ASSET-BACKED SECURITIES -- 3.2%
$350,000 ACE Securities Corp., Ser.
2003-NC1, Class M2 (FRN) 5.214% 07/25/33 359,274
300,000 ACE Securities Corp., Ser.
2003-OP1, Class M2 (FRN) 4.814% 12/25/33 303,438
</Table>
8
<Page>
- --------------------------------------------------------------------------------
TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
$418,530 ACE Securities Corp., Series
2005-RM1, Class A2A (FRN) 3.444% 03/25/35 $418,557
543,513 Asset Backed Funding
Certificates, Ser.
2005-WF1, Class A2A (FRN) 3.394% 01/25/35 543,550
254,000 Asset Backed Securities Corp.,
Home Equity Loan Trust,
Ser. 2004-HE1, Class M2
(FRN) 4.870% 01/15/34 263,335
1,025,696 Bank of America Funding Corp.,
Ser. 2004-B, Class 1A2 4.060% 12/20/34 1,036,439
275,000 Centex Home Equity, Ser.
2003-B, Class M2 (FRN) 5.014% 06/25/33 280,206
250,000 Chase Funding Loan Acquisition
Trust, Ser. 2003-C1, Class
2M2 (FRN) 4.764% 10/25/32 254,045
1,520,000 Chase Funding Loan Acquisition
Trust, Ser. 2004-AQ1, Class
A2 (FRN) 3.714% 05/25/34 1,527,273
177,200 Chase Funding Mortgage Loan
Asset-Backed Certificates,
Ser. 2000-2, Class IA5 8.321% 05/25/30 179,666
9,698 CIT Group Home Equity Loan
Trust, Ser. 2003-1, Class
A2 2.350% 04/20/27 9,679
500,000 Countrywide Asset-Backed
Certificates, Ser.
2003-BC3, Class M3 (FRN) 4.814% 01/25/33 506,753
181,650 Countrywide Asset-Backed
Certificates, Ser. 2004-1,
Class 3A (FRN) 3.594% 04/25/34 181,730
1,600,000 Countrywide Asset-Backed
Certificates, Ser. 2004-11,
Class A2 (FRN) 3.694% 03/25/33 1,606,506
1,500,000 Countrywide Asset-Backed
Certificates, Ser. 2004-14,
Class A2 (FRN) 3.584% 06/25/35 1,498,920
966,273 Countrywide Asset-Backed
Certificates, Ser. 2005-1,
Class 3AV1 (FRN) 3.404% 07/25/35 966,343
875,931 Countrywide Home Equity Loan
Trust, Ser. 2005-A, Class
2A (FRN) 3.460% 02/15/30 876,849
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
$500,000 First Franklin Mortgage Loan
Asset-Backed Certificates,
Ser. 2003-FF2, Class M2
(FRN) 4.964% 07/25/33 $507,351
265,000 First Franklin Mortgage Loan
Asset-Backed Certificates,
Ser. 2003-FF5, Class M2,
(FRN) 4.814% 03/25/34 270,088
690,888 First Franklin Mortgage Loan
Asset-Backed Certificates,
Ser. 2004-FFC, Class A
(FRN) 3.544% 06/25/35 691,010
973,088 First Franklin Mortgage Loan
Asset-Backed Certificates,
Ser. 2005-FF3, Class A1
(FRN) 3.394% 04/25/35 973,070
913,008 Harborview Mortgage Loan
Trust, Ser. 2004-7, Class
2A2 3.806% 11/19/34 902,195
862,023 Harborview Mortgage Loan
Trust, Ser. 2004-8, Class
2A3 (FRN) 3.670% 11/19/34 863,196
93,108 Impac CMB Trust, Ser. 2003-5,
Class M2 (FRN) 5.064% 08/25/33 94,098
168,024 Impac CMB Trust, Ser. 2003-6,
Class M (FRN) 5.014% 07/25/33 169,495
97,239 Impac CMB Trust, Ser. 2003-7,
Class M (FRN) 4.964% 08/25/33 98,512
212,344 Impac CMB Trust, Ser. 2004-4,
Class 1M5 (FRN) 4.614% 09/25/34 212,226
162,038 Impac CMB Trust, Ser. 2004-7,
Class M5 (FRN) 4.714% 11/25/34 162,519
610,106 Impac CMB Trust, Ser. 2004-9,
Class M4 (FRN) 4.364% 01/25/35 611,934
502,356 Master Asset Backed Securities
Trust, Ser. 2005-NC1, Class
A3 (FRN) 3.444% 12/25/34 502,469
1,121,241 MLCC Mortgage Investors, Inc.,
Ser. 2004-D, Class A2 (FRN) 3.473% 08/25/29 1,121,255
606,000 Morgan Stanley ABS Capital,
Inc., Ser. 2004-NC1, Class
M2 (FRN) 4.864% 12/27/33 617,735
500,000 New Century Home Equity Loan
Trust, Ser. 2003-2, Class
M2 (FRN) 5.314% 01/25/33 507,666
</Table>
9
<Page>
- --------------------------------------------------------------------------------
TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
$300,000 New Century Home Equity Loan
Trust, Ser. 2003-6, Class
M2 (FRN) 4.914% 01/25/34 $307,084
350,000 New Century Home Equity Loan
Trust, Ser. 2004-1, Class
M2 (FRN) 4.664% 05/25/34 351,516
1,600,000 Option One Mortgage Loan
Trust, Ser. 2004-3, Class
A3 (FRN) 3.614% 11/25/34 1,603,856
332,323 Option One Mortgage Loan
Trust, Ser. 2005-1, Class
A2 (FRN) 3.444% 02/25/35 332,317
377,331 Park Place Securities, Inc.,
Ser. 2005-WCH1, Class A3A
(FRN) 3.434% 01/25/36 377,467
250,000 Residential Asset Securities
Corp., Ser. 2003-KS10,
Class MII2 (FRN) 4.664% 12/25/33 254,042
100,006 Residential Asset Securities
Corp., Ser. 2003-KS7, Class
AI2 2.667% 01/25/24 99,769
1,340,751 Residential Asset Securities
Corp., Ser. 2004-KS9, Class
AII4 (FRN) 3.614% 10/25/34 1,344,098
771,579 Structured Asset Investment
Loan Trust, Ser. 2004-3,
Class A2 (FRN) 3.454% 04/25/34 771,640
250,000 Structured Asset Securities
Corp., Ser. 2003-S2, Class
A3 4.650% 12/25/33 249,950
250,000 Structured Asset Securities
Corp., Ser. 2003-S2, Class
A4 5.200% 12/25/33 251,182
965,733 Structured Asset Securities
Corp., Ser. 2005-FR1, Class
A1 (FRN)(c) 3.664% 03/25/35 965,733
82,934 Wachovia Asset Securitization,
Inc., Ser. 2002-1, Class
1A1 6.250% 10/25/33 83,197
1,453,338 Washington Mutual, Inc., Ser.
2005-AR1, Class A3 (FRN) 3.670% 01/25/45 1,453,947
-----------
Total Asset-Backed Securities
(Cost $27,489,415) 27,563,180
-----------
US TREASURY SECURITIES -- 14.4%
70,716,430 US Treasury Inflation-Indexed
Bond 1.625% 01/15/15 70,459,517
13,956,278 US Treasury Inflation-Indexed
Note++ 1.875% 07/15/13 14,254,482
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
$13,417,950 US Treasury Inflation-Indexed
Note 2.000% 07/15/14 $13,826,258
253,000 US Treasury Note 4.250% 08/15/14 259,048
26,209,000 US Treasury Note 4.125% 05/15/15 26,591,887
-----------
Total US Treasury Securities
(Cost $124,291,331) 125,391,192
-----------
US GOVERNMENT AGENCY OBLIGATIONS - AGENCY NOTES -- 0.2%
875,017 FHLMC (FRN) 2.883% 07/01/34 859,910
1,000,000 FNMA 5.000% 09/08/08 1,002,784
-----------
Total US Government Agency
Obligations - Agency Notes
(Cost $1,866,246) 1,862,694
-----------
US GOVERNMENT AGENCY OBLIGATIONS - MORTGAGE-BACKED -- 0.7%
153,950 FHLMC, Ser. 227, Class IO#(h) 10.960% 12/01/34 142,077
14,453 FHLMC, Ser. 2882,
Class HI#(h) 6.744% 05/15/18 12,245
40,354 FHLMC, Ser. 2934,
Class HI#(h) 5.741% 02/15/20 37,394
19,190 FHLMC, Ser. 2934,
Class KI#(h) 5.556% 02/15/20 17,867
20,935 FHLMC, Ser. 2967,
Class JI#(h) 5.148% 04/15/20 16,442
234,386 FHLMC, Ser. T-045, Class A-3 4.105% 10/27/31 233,816
1,104,470 FHLMC, Ser. T-057, Class 1A3 7.500% 07/25/43 1,171,552
2,300,000 FNMA TBA 5.000% 08/15/20 2,322,282
154,046 FNMA, Ser. 2001-W1,
Class AF-5 7.516% 08/25/31 153,704
1,207,700 FNMA, Ser. 2002-W8, Class A3 7.500% 06/25/42 1,282,149
73,920 7.861% -%
FNMA, Ser. 357, Class IO#(h) 8.505 02/01/35 62,907
305,144 GNMA, Ser. 2001-65, Class PG 6.000% 07/20/28 307,419
-----------
Total US Government Agency
Obligations - Mortgage-
Backed
(Cost $5,868,477) 5,759,854
-----------
CORPORATE OBLIGATIONS -- 0.0%(G)
TELEPHONE SYSTEMS -- 0.0%(G)
578,000 Level 3 Communications, Inc.,
Convertible Security
(Cost $309,139) 6.000% 03/15/10 300,560
-----------
</Table>
<Table>
<Caption>
NUMBER
OF SHARES
COMMINGLED INVESTMENT VEHICLES -- 21.6%
EXCHANGE TRADED FUNDS -- 2.2%
202,800 iShares MSCI EAFE Index Fund 10,608,468
105,300 iShares MSCI Emerging Markets Index Fund 7,539,480
40,000 iShares MSCI South Korea Index Fund 1,280,000
-----------
19,427,948
-----------
</Table>
10
<Page>
- --------------------------------------------------------------------------------
TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
PRIVATE INVESTMENT FUNDS -- 19.4%
66,281 Bessent Global Fund, LP*(b)(c)(d)(e) $7,593,886
884,952 Canyon Value Realization Fund,
LP*(b)(c)(d)(e) 24,386,769
6,235 Farallon Capital Institutional Partners,
LP*(a)(b)(c)(d) 20,512,331
400,000 Freeman Fair Value Fund I,
LP*(b)(c)(d)(f) 42,523,648
13,549 Lone Picea, LP, Class B*(a)(b)(c)(d) 1,826,688
22,308 Lone Picea, LP, Class D*(a)(b)(c)(d) 3,017,152
29,274 Lone Redwood, LP*(a)(b)(c)(d) 13,577,934
184,771 Maverick Fund USA, Ltd.*(a)(b)(c)(d) 22,697,917
90,000 OZ Domestic Partners, LP*(a)(b)(c)(d) 11,703,189
60,000 Regiment Capital Ltd.*(a)(b)(c)(d) 6,866,664
108,782 Tosca*(a)(b)(c)(d) 13,320,004
-----------
168,026,182
-----------
Total Commingled Investment Vehicles
(Cost $139,390,135) 187,454,130
-----------
<Caption>
NUMBER
OF SHARES
PREFERRED STOCKS -- 0.2%
METALS -- 0.1%
5,456 Anglo Platinum Ltd.* 110,369
691,000 Caemi Mineracao e Metalurgica SA 643,743
-----------
754,112
-----------
OIL AND GAS -- 0.1%
17,800 Surgutneftegaz - ADR 663,940
-----------
Total Preferred Stocks
(Cost $1,093,000) 1,418,052
-----------
WARRANTS -- 0.0%(G)
MALAYSIA -- 0.0%(G)
18,100 Multi-Purpose Holdings Berhad Warrants,
Expires 2/26/2009*
(Cost $500) 1,286
-----------
</Table>
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE
SHORT-TERM INVESTMENTS -- 13.8%
REPURCHASE AGREEMENT -- 2.9%
$24,788,729 Investors Bank & Trust Repurchase Agreement issued
06/30/05 (proceeds at maturity $24,790,113)
(Collateralized by a $20,802,406 GNMA, 4.00%,
due 02/20/33, and a $4,627,252 SBA, 6.625%, due
09/25/16 with market values of $21,000,000, and
$4,959,827, respectively)
(Cost $24,788,729) 2.010% 07/01/05 24,788,729
------------
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
US TREASURY SECURITIES -- 10.9%#
$15,000,000 US Treasury Bill++ 3.041% 09/15/05 $14,905,050
17,000,000 US Treasury Bill 3.091% 10/06/05 16,860,396
12,500,000 US Treasury Bill+++ 3.063% 10/13/05 12,388,587
18,000,000 US Treasury Bill 3.144% 10/27/05 17,817,282
33,500,000 US Treasury Bill 3.132% 11/17/05 33,094,315
------------
Total US Treasury Securities
(Cost $95,079,471) 95,065,630
------------
Total Short-Term Investments
(Cost $119,868,200) 119,854,359
------------
Total Investments -- 102.3%
(Cost $773,134,355) 887,461,075
Liabilities in Excess of Other
Assets -- (2.3%) (19,643,084)
------------
NET ASSETS -- 100.0% $867,817,991
============
</Table>
<Table>
<Caption>
NUMBER
OF SHARES
SHORT PORTFOLIO -- (2.2%)
EXCHANGE TRADED FUNDS -- (2.0%)
81,948 iShares Dow Jones US Real Estate Index
Fund $(5,211,893)
275,800 Energy Select Sector SPDR Fund (12,248,278)
-----------
(17,460,171)
-----------
REAL ESTATE -- (0.2%)
66,700 Gramercy Capital Corp. (REIT) (1,631,482)
1,700 PS Business Parks, Inc. (75,565)
-----------
(1,707,047)
-----------
Total Short Portfolio
(Proceeds $18,608,447) $(19,167,218)
===========
</Table>
11
<Page>
- --------------------------------------------------------------------------------
TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS):
Basic Industries 0.9%
Capital Equipment 5.5
Consumer Goods 7.0
Energy 10.3
Finance 16.1
Industrial 0.1
Materials 5.7
Multi-Industry 1.1
Private Investment Funds (d) 19.4
Repurchase Agreements 2.9
Services 7.0
US Government Agency Obligations 0.9
US Treasury Obligations 25.3
Utilities 0.0(g)
Forward Currency Contracts 0.0(g)
Financial Futures Contracts (0.2)
Reverse Repurchase Agreements (3.9)
Swap Agreements 0.1
Other Assets in Excess of Other Liabilities 1.8
------
TOTAL 100.0%
======
</Table>
ADR American Depositary Receipt
FHLMC Freddie Mac
FNMA Fannie Mae
FRN Floating Rate Note. Rate disclosed represents rate as of June 30, 2005.
GDR Global Depositary Receipt
GNMA Ginnie Mae
NVDR Non-Voting Depositary Receipt
PDR Philippine Depositary Receipt
REIT Real Estate Investment Trust
SBA Small Business Administration
TBA To be Announced
# Interest rate represents the yield to maturity at the time of purchase.
* Non-income producing security.
+ A Sponsored ADR is an American Depositary Receipt that is issued through
the cooperation of the company whose stock will be the underlying asset.
++ Security or a portion thereof is held as initial margin for financial
futures and held as collateral for short sales. See Appendix C of Notes to
Financial Statements for further information on financial futures
contracts.
+++ Security or a portion thereof is held as collateral for delayed delivery
contracts.
+ See Note 2 to the Financial Statements.
{::} Security exempt from registration under Rule 144A of the Securities Act of
1933. Security may be resold in transactions exempt from registration,
normally to qualified buyers. At June 30, 2005, the market value of this
security was $646,170 or 0.07% of net assets.
(a) Illiquid security.
(b) Restricted security. See Appendix E of Notes to Financial Statements.
(c) Security is valued in good faith under procedures established by the board
of directors.
(d) Portfolio holdings information of the Private Investment Funds is not
available as of June 30, 2005. These positions are therefore grouped into
their own industry classification.
(e) The valuation committee has determined these partnership interests to be
liquid based on liquidity letters issued by the funds' advisor and duly
ratified by the TIP board of directors. In the case of Bessent Global Fund,
LP, the liquidity letter states that the funds' interest may be redeemed
upon seven days notice and payment of a 5% redemption fee. The fund's
advisor, TAS, has agreed to reimburse the fund for any redemption fees
incurred pursuant to the terms of the liquidity letter.
(f) The valuation committee has determined the partnership interest in Freeman
Fair Value Fund I, LP to be liquid based on the ability to redeem the
private investment fund interest upon seven days notice and payment of a
0.25% redemption fee. The TIP board of directors duly ratified the
liquidity determination and agreed to fair value the private investment
fund at 99.75% of its stated market value to take into account this
potential redemption fee.
(g) Rounds to less than 0.1%.
(h) Interest Only security. Face amount represents amortized cost.
See accompanying Notes to Financial Statements.
12
<Page>
- --------------------------------------------------------------------------------
TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE
30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
COMMON STOCKS -- 78.3%
AUSTRALIA -- 4.7%
94,000 Alumina Ltd. $396,761
203,541 Amcor Ltd. 1,034,090
35,734 Australia and New Zealand Banking Group
Ltd. 590,137
43,300 Caltex Australian Ltd. 522,306
118,768 Coles Myer Ltd. 833,803
376,441 Foster's Group Ltd. 1,523,043
79,571 National Australia Bank Ltd. 1,860,811
150,965 Santos Ltd. 1,299,072
346,642 Telstra Corp. Ltd. 1,335,339
2,531 Wesfarmers Ltd. 76,845
24,772 WMC Resources Ltd. 147,472
------------
9,619,679
------------
BELGIUM -- 1.0%
1,737 Electrabel SA 758,793
47,887 Fortis* 1,323,322
------------
2,082,115
------------
BERMUDA -- 1.8%
140,620 Jardine Matheson Holdings, Ltd. 2,488,974
126,312 Jardine Strategic Holdings, Ltd.* 1,263,420
------------
3,752,394
------------
BRAZIL -- 0.4%
5,210,000 Cia de Saneamento Basico do Estado de
Sao Paulo 312,159
48,950 Votorantim Celulose Papel SA - ADR 592,295
------------
904,454
------------
CANADA -- 1.6%
30,000 Abitibi-Consolidated, Inc. - Toronto
Stock Exchange 133,736
3,800 ACE Aviation Holdings, Inc., Class A* 123,637
6,710 Agrium, Inc. 131,154
7,500 Alcan, Inc. 225,220
7,800 BCE, Inc. 184,683
335,900 Bombardier, Inc., Class B 715,790
3,800 Fairmont Hotels & Resorts, Inc. 131,734
10,072 Imperial Oil Ltd. - Toronto Stock
Exchange 838,950
69,620 Nortel Networks Corp.* 181,326
1,500 Novelis, Inc. 38,051
20,800 Rogers Communications, Inc., Class B 682,691
------------
3,386,972
------------
CHILE -- 0.2%
15,500 Banco Santander Chile SA - ADR 500,650
------------
CHINA -- 0.2%
1,008,000 China Telecom Corp. 363,089
145,000 Tsingtao Brewery Co. Ltd. 155,758
------------
518,847
------------
CROATIA -- 0.3%
42,490 Pliva DD - GDR 534,435
------------
DENMARK -- 0.5%
5,200 Coloplast A/S, Class B 302,016
16,166 Vestas Wind Systems A/S* 266,925
7,600 William Demant Holding A/S* 377,820
------------
946,761
------------
<Caption>
NUMBER
OF SHARES VALUE +
FINLAND -- 1.4%
28,400 Metso Oyj $617,596
43,815 M-real Oyj, Class B 237,296
42,800 Sampo Oyj, Class A 667,208
12,220 Tietoenator Oyj 370,473
47,168 UPM-Kymmeme Oyj 904,621
------------
2,797,194
------------
FRANCE -- 4.3%
34,600 Alcatel SA* 377,401
4,400 Atos Origin SA* 278,347
14,200 AXA SA 353,292
7,908 BNP Paribas 540,886
10,546 Carrefour SA 509,117
35,738 Compagnie de Saint-Gobain 1,975,777
4,800 Groupe Danone 421,027
5,176 Sanofi-Aventis 423,927
201,820 Scor SA* 404,783
12,626 Societe Generale, Class A 1,279,457
7,500 Thales SA 304,055
8,337 Total SA 1,953,182
------------
8,821,251
------------
GERMANY -- 3.5%
9,100 BASF AG 603,397
39,304 Bayer AG 1,307,752
36,583 Bayerische Hypo-und Vereinsbank AG* 951,836
10,200 Bayerische Motoren Werke AG 464,278
13,600 Deutsche Post AG 317,684
6,100 E.ON AG 541,782
3,400 Fresenius Medical Care AG 290,363
15,780 Fresenius Medical Care AG - ADR 448,941
35,948 RWE AG 2,311,413
------------
7,237,446
------------
HONG KONG -- 2.9%
28,000 Asia Satellite Telecom Holdings Ltd. 49,036
684,000 First Pacific Co. Ltd.* 243,670
108,000 Henderson Land Development Co. Ltd. 515,856
59,000 Hong Kong Aircraft Engineering Co. Ltd. 379,278
187,500 Hong Kong Electric Holdings Ltd. 854,658
110,000 Hong Kong Exchanges & Clearing Ltd. 284,143
217,539 Hong Kong Shanghai Hotels Ltd. 225,975
206,920 Hysan Development Co. Ltd. 429,145
491,000 i-Cable Communications Ltd. 162,523
118,881 Mandarin Oriental International Ltd. 112,937
722,916 New World Development Ltd. 884,121
300,000 Next Media Ltd.* 139,703
80,000 Silver Grant International Ltd. 25,472
202,478 SmarTone Telecommunications Holdings
Ltd. 222,537
89,000 Television Broadcasts Ltd. 502,449
219,571 Wharf Holdings Ltd. 767,743
155,000 Wheelock & Co. Ltd. 249,358
------------
6,048,604
------------
INDONESIA -- 0.6%
231,307 PT Astra International TBK 300,199
5,467,922 PT Bank Pan Indonesia TBK 262,249
5,572 PT Bank Permata TBK 417
343,000 PT Citra Marga Nusaphala Persada TBK* 32,193
114,000 PT Gudang Garam TBK 147,610
1,067,000 PT Indofood Sukses Makmur TBK 120,256
1,420,000 PT Matahari Putra Prima TBK 85,703
</Table>
13
<Page>
- --------------------------------------------------------------------------------
TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE
30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
415,000 PT Mulia Industrindo TBK* $12,331
121,000 PT Semen Gresik TBK 238,017
------------
1,198,975
------------
IRELAND -- 0.5%
121,000 Eircom Group plc 269,881
72,300 Fyffes plc 215,862
151,340 Independent News & Media plc 465,321
------------
951,064
------------
ITALY -- 2.2%
456,531 Banca Intesa SpA 2,083,436
9,010 FASTWEB* 387,964
61,500 Fiat SpA* 446,125
28,400 Luxottica Group SpA - ADR 584,756
6,600 Natuzzi SpA - Sponsored - ADR+ 53,724
45,600 Saipem SpA 613,214
82,700 Unicredito Italiano SpA 435,290
------------
4,604,509
------------
JAPAN -- 14.0%
3,800 Aisin Seiki Co. Ltd. 82,180
4,400 Alfresa Holdings Corp. 196,553
32,000 Bank of Fukuoka Ltd. (The) 189,078
25,900 Canon, Inc. 1,357,848
67,000 Chiba Bank Ltd. (The) 439,887
25,000 Dai Nippon Printing Co. Ltd. 402,076
27,000 Dai-Dan Co. Ltd. 161,649
15,000 Daifuku Co. Ltd. 142,051
122 East Japan Railway Co. 625,997
18,500 Eisai Co. Ltd. 620,174
800 Ezaki Glico Co. Ltd. 6,156
18,000 FamilyMart Co. Ltd. 515,665
17,000 Fuji Photo Film Co. Ltd. 553,557
8,500 Fujitsu Frontech Ltd. 103,484
189,000 Hitachi Ltd. 1,145,478
10,000 Inabata & Co. Ltd. 81,010
14,000 Isetan Co. Ltd. 175,995
13,000 Ito-Yokado Co. Ltd. 429,132
39 Japan Tobacco, Inc. 520,236
12,000 JS Group Corp. 203,336
16,000 Kao Corp. 377,314
167,000 Kawasaki Heavy Industries Ltd. 319,355
233 KDDI Corp. 1,078,684
18,000 Kinden Corp. 132,926
64,000 Kirin Brewery Co. Ltd. 619,829
85,000 Matsushita Electric Industries Co. 1,290,906
42,772 Matsushita Electric Works Ltd. 355,374
42 Millea Holdings, Inc. 566,141
22,000 Mitsubishi Corp. 297,862
20,000 Mitsubishi Gas Chemical Co., Inc. 102,114
51 Mizuho Financial Group, Inc. 231,044
24,000 NGK Insulators Ltd. 233,039
3,900 Nintendo Co. Ltd. 406,627
19,000 Nippon Meat Packers, Inc. 220,406
19,000 Nippon Mining Holdings, Inc. 107,493
69,000 Nippon Oil Corp. 467,660
58,000 Nippon Suisan Kaisha Ltd. 217,928
106 Nippon Telegraph and Telephone Corp. 454,732
25,000 Nisshinbo Industries, Inc. 204,005
32,000 Noritake Co. Ltd. 138,820
337 NTT DoCoMo, Inc. 495,851
20,000 Onward Kashiyama Co. Ltd. 252,905
<Caption>
NUMBER
OF SHARES VALUE +
8,000 Ryosan Co. Ltd. $191,007
6,400 Sankyo Co. Ltd. 296,750
9,000 Sankyo Seiko Co. Ltd. 39,286
6,500 SECOM Co. Ltd. 278,696
30,000 Sekisui House Ltd. 303,492
32,000 Shimizu Corp. 149,301
12,000 Shiseido Co. Ltd. 151,379
28,000 Sompo Japan Insurance, Inc. 281,568
8,800 Sony Corp. 303,366
30,000 Sumitomo Electric Industries Ltd. 304,930
38,000 Sumitomo Forestry Co. Ltd. 367,168
34,000 Sumitomo Metal Mining Co. Ltd. 232,068
98 Sumitomo Mitsui Financial Group, Inc. 660,846
80,000 Sumitomo Trust & Banking Co. Ltd. 485,242
10,000 Sumitomo Wiring Systems Ltd. 215,572
74,000 Taiyo Nippon Sanso Corp. 375,815
48,100 Takeda Pharmaceutical Co. Ltd. 2,380,305
30,000 Tanabe Seiyaku Co. Ltd. 289,530
22,000 Tokyo Broadcasting System, Inc. 362,873
16,100 Tokyo Electric Power Co., Inc. 384,302
147,000 Tokyo Gas Co. Ltd. 549,343
8,900 Tokyo Ohka Kogyo Co. Ltd. 187,144
18,700 Toppan Forms Co. Ltd. 209,361
4,000 Toyo Seikan Kaisha Ltd. 63,030
49,000 Toyota Motor Corp. 1,753,449
167 West Japan Railway Co. 573,453
11,000 Yamaha Motor Co. Ltd. 200,404
16,000 Yamatake Corp. 264,349
64,000 Yokohama Bank Ltd. 368,016
------------
28,744,602
------------
LUXEMBOURG -- 0.3%
33,740 Arcelor SA 658,756
------------
MALAYSIA -- 1.5%
19,000 British American Tobacco Berhad 208,647
78,000 Carlsberg Brewery Malaysia Berhad 112,895
151,000 CIMB Berhad 230,539
107,000 Commerce Asset-Holding Berhad 142,095
112,000 Kumpulan Guthrie Berhad 66,300
63,000 Malaysian Airlines System Berhad 58,102
224,200 Malaysian International Shipping Corp.
Berhad (foreign shares) 1,055,372
215,100 Maxis Communications Berhad 549,071
204,000 Multi-Purpose Holdings Berhad* 50,214
169,000 Resorts World Berhad 421,872
82,000 Telekom Malaysia Berhad 215,457
------------
3,110,564
------------
MEXICO -- 0.3%
800 America Movil SA de CV 47,688
377,600 Grupo Continental SA 622,071
1,600 Telefonos de Mexico SA de CV, Class L -
ADR 30,224
------------
699,983
------------
NETHERLANDS -- 4.2%
18,450 Heineken NV 568,637
58,864 ING Groep NV 1,656,736
49,450 Koninklijke (Royal) KPN NV - Amsterdam
Exchange 414,354
23,782 Koninklijke (Royal) Philips Electronics
NV - Amsterdam Exchange 598,276
5,680 Koninklijke Boskalis Westminster NV 221,369
</Table>
14
<Page>
- --------------------------------------------------------------------------------
TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE
30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
78,235 Reed Elsevier NV $1,087,684
48,442 Royal Dutch Petroleum Co. - Amsterdam
Exchange 3,154,046
9,842 Royal Nedlloyd NV 668,439
10,924 Wolters Kluwer NV 208,435
------------
8,577,976
------------
NEW ZEALAND -- 0.9%
43,500 Carter Holt Harvey Ltd. 68,865
387,668 Telecom Corporation of New Zealand Ltd. 1,619,373
142,209 Wrightson Ltd. 172,472
------------
1,860,710
------------
NORWAY -- 0.2%
37,100 DNB NOR ASA 384,720
4,000 Schibsted ASA 109,785
------------
494,505
------------
PANAMA -- 0.3%
33,100 Banco Latinoamericano de Exportaciones
SA 594,145
------------
PHILIPPINES (THE) -- 0.8%
352,000 ABS-CBN Broadcasting Corp. - PDR 65,901
122,440 Ayala Corp. 689,649
245,000 Banco de Oro Universal Bank 137,997
41,550 Globe Telecom, Inc. 594,452
252,000 Jollibee Foods Corp. 130,423
------------
1,618,422
------------
POLAND -- 0.2%
11,075 Bank Pekao SA* 476,426
------------
RUSSIA -- 0.2%ADR
12,800 Lukoil Oil Co. - ADR 470,784
------------
SINGAPORE -- 1.0%
433,000 BIL International Ltd. 307,640
47,000 Great Eastern Holdings Ltd. 401,114
20,000 Overseas Union Enterprise Ltd. 107,692
108,000 Overseas-Chinese Banking Corp. Ltd. 741,869
237,000 SembCorp Marine Ltd. 367,974
240,000 United Industrial Corp. 141,439
------------
2,067,728
------------
SOUTH AFRICA -- 2.0%
5,300 Anglo American Platinum Corp. Ltd. 235,462
146,916 FirstRand Ltd. 305,256
11,786 Gold Fields Ltd. 134,041
36,636 JD Group Ltd. 352,574
175,804 Nampak Ltd. 392,085
30,671 Nedbank Group Ltd. 341,361
2,230 Pretoria Portland Cement Co. Ltd. 76,828
165,000 RMB Holdings Ltd. 550,118
35,290 Sasol Ltd. 952,342
52,945 Sun International Ltd. 489,171
58,900 Venfin Ltd. 252,669
------------
4,081,907
------------
SOUTH KOREA -- 0.9%
950 Hyundai Motor Co. Ltd. 52,525
1,200 Kookmin Bank 54,670
950 Korea Electric Power Corp. 29,175
23,940 Korea Gas Corp. 686,813
48,110 KT&G Corp. (144A) - GDR{::} 942,648
<Caption>
NUMBER
OF SHARES VALUE +
200 POSCO $35,252
170 Samsung Electronics Co. Ltd. 80,623
------------
1,881,706
------------
SPAIN -- 4.3%
8,200 Acciona SA 811,144
46,300 Acerinox SA 629,155
52,500 Banco Popular Espanol SA 634,956
170,286 Banco Santander Central Hispanoamer SA 1,967,067
63,540 Iberdrola SA 1,671,447
16,373 NH Hoteles SA 224,172
3,000 Prosegur Cia de Seguridad SA 63,274
10,282 Sogecable SA* 364,752
141,803 Telefonica SA 2,316,278
9,950 Viscofan SA 94,935
------------
8,777,180
------------
SWEDEN -- 1.1%
30,700 Assa Abloy AB 393,991
7,500 Hoganas AB, Class B 200,855
9,200 Svenska Cellulosa AB 294,081
30,600 Svenska Handelsbanken AB, Class A 623,790
227,820 Telefonaktiebolaget LM Ericsson, Class B 728,085
------------
2,240,802
------------
SWITZERLAND -- 1.1%
6,700 Adecco SA 304,251
19,700 Compagnie Financiere Richemont AG 660,539
400 Geberit AG 255,667
8,000 Logitech International SA* 257,279
14,480 Novartis AG 687,971
510 Publigroupe SA 139,059
------------
2,304,766
------------
TAIWAN -- 0.6%
80,000 Asustek Computer, Inc. 226,216
126,225 Asustek Computer, Inc. - GDR 350,905
27,700 Chunghwa Telecom Co., Ltd. - Sponsored
ADR+ 593,611
------------
1,170,732
------------
THAILAND -- 1.6%
492,200 Advanced Information Service Public Co.
Ltd. 1,167,367
132,000 GMM Grammy Public Co. Ltd. 40,252
194,000 Kasikornbank Public Co. Ltd.* 266,909
330,000 Matichon Newspaper Group plc 56,704
89,000 MBK Public Co. Ltd. 103,388
250,000 National Finance Public Co. Ltd. 77,444
240,000 Post Publishing Public Co. Ltd. 29,913
74,000 Siam Cement Public Co. Ltd. 432,652
114,800 Siam Cement Public Co. Ltd. - NVDR 633,456
39,000 Siam Commercial Bank Public Co. Ltd. 44,361
521,200 Thai Union Frozen Products Public Co.
Ltd. - NVDR 346,878
------------
3,199,324
------------
UNITED KINGDOM -- 16.7%
70,100 Amvescap plc 415,989
13,731 Anglo American plc - ADR 322,679
64,782 Arriva plc 631,400
65,000 Associated British Ports Holdings plc 571,320
50,677 Aviva plc 562,865
48,800 BAA plc 541,338
</Table>
15
<Page>
- --------------------------------------------------------------------------------
TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE
30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
170,000 BAE Systems plc $870,608
78,200 Barclays plc 776,254
223,663 BG Group plc 1,833,738
42,773 BOC Group plc 766,958
159,365 Boots Group plc 1,735,178
182,100 BP plc 1,894,398
170,735 Brambles Industries plc 932,021
60,000 BT Group plc 246,306
13,766 Bunzl plc 126,705
239,200 Cable & Wireless Communications plc 636,426
63,650 Capita Group plc 418,301
9,456 Carnival plc 537,272
92,690 Compass Group plc 389,009
45,400 Devro plc 105,765
52,404 Diageo plc 770,364
138,400 Enodis plc* 285,025
21,500 Enterprise Inns plc 320,392
8,850 Filtrona plc* 38,548
139,199 GKN plc 640,886
87,996 GlaxoSmithKline plc 2,124,024
67,850 Hanson plc 650,319
95,300 Hays plc 221,213
99,357 HBOS plc 1,529,655
54,600 Hilton Group plc 279,025
91,700 ICAP plc 486,950
23,289 Intercontinental Hotels Group plc 294,091
34,000 Intertek Testing Services plc 426,158
897,000 Invensys plc* 167,487
158,300 ITV plc 348,437
163,238 Lloyds TSB Group plc 1,380,385
41,708 Mitchells & Butlers plc 248,710
1,297,000 MyTravel Group plc, Class A 134,839
265,000 Pilkington plc 566,854
22,702 Provident Financial plc 292,151
19,760 Reckitt Benckiser plc 580,828
66,700 Reed Elsevier plc 637,077
24,800 Rexam plc 214,151
67,404 Rio Tinto plc 2,053,059
132,700 Sage Group plc (The) 529,964
127,000 Shell Transport & Trading Co. plc 1,230,794
25,950 Smiths Group plc 426,932
209,015 Stagecoach Group plc 440,660
73,000 Sygen International Group plc 51,017
118,100 Tesco plc 672,972
2,600 Travis Perkins plc 80,809
112,500 Unilever plc 1,085,889
215,300 Vodafone Group plc 523,377
31,600 WPP Group plc 324,302
------------
34,371,874
------------
Total Common Stocks
(Cost $119,835,076) 161,308,242
------------
COMMINGLED INVESTMENT VEHICLES -- 10.5%
EXCHANGE TRADED FUNDS -- 2.7%
38,700 iShares MSCI EAFE Index Fund 2,024,397
30,000 iShares MSCI Emerging Markets Index Fund 2,148,000
40,000 iShares MSCI South Korea Index Fund 1,280,000
------------
5,452,397
------------
<Caption>
NUMBER
OF SHARES VALUE +
PRIVATE INVESTMENT FUNDS -- 7.8%
38,807 Bessent Global Fund, LP*(a)(b)(c)(d) $4,343,679
40,000 Lansdowne UK Equity Fund
Limited*(a)(b)(c)(d) 6,093,331
47,967 Tosca*(a)(b)(c)(d) 5,688,692
------------
16,125,702
------------
Total Commingled Investment Vehicles
(Cost $17,431,178) 21,578,099
------------
PREFERRED STOCKS -- 0.3%
BRAZIL -- 0.3%
632,000 Caemi Mineracao e Metalurgica SA
(Cost $427,458) 588,778
------------
</Table>
<Table>
<Caption>
RIGHTS -- 0.0%(E)
UNITED KINGDOM -- 0.0%(E)
37,500 TI Automotive Ltd. Certificate of
Entitlement*(c)
(Cost $0) 1
-----------
WARRANTS -- 0.0%(E)
MALAYSIA -- 0.0%(E)
20,400 Multi-Purpose Holdings Berhad
Warrants, Expires 2/26/2009*
(Cost $564) 1,450
-----------
</Table>
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE
SHORT-TERM INVESTMENTS -- 7.8%
REPURCHASE AGREEMENT -- 5.4%
$11,177,958 Investors Bank & Trust Repurchase Agreement issued
06/30/05 (proceeds at maturity $11,178,582)
(Collateralized by a $2,397,251 FHLMC, 3.84%,
due 11/15/31, a $9,282,418 FNMA, 3.71%, due
06/25/42 with market values of $2,416,331 and
$9,320,525, respectively)
(Cost $11,177,958) 2.010% 07/01/05 11,177,958
------------
US TREASURY SECURITY -- 2.4%#
5,000,000 US Treasury Bill++
(Cost $4,949,686) 3.144% 10/27/05 4,949,245
------------
Total Short-Term Investments
(Cost $16,127,644) 16,127,203
------------
Total Investments -- 96.9%
(Cost $153,821,920) 199,603,773
Other Assets in Excess of
Liabilities -- 3.1% 6,305,212
------------
NET ASSETS -- 100.0% $205,908,985
============
</Table>
16
<Page>
- --------------------------------------------------------------------------------
TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE
30, 2005
<Table>
<Caption>
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS):
Basic Industries 0.6%
Capital Equipment 11.7
Consumer Goods 14.9
Energy 10.2
Finance 19.7
Industrial 0.5
Materials 9.1
Multi-Industry 2.2
Repurchase Agreements 5.4
Private Investment Funds (d) 7.8
Services 12.2
US Treasury Obligations 2.4
Utilities 0.1
Forward Currency Contracts 0.2
Financial Futures Contracts (0.1)
Other Assets in Excess of Other Liabilities 3.1
-----
TOTAL 100.0%
=====
</Table>
ADR American Depositary Receipt
FHLMC Freddie Mac
FNMA Fannie Mae
GDR Global Depositary Receipt
NVDR Non-Voting Depositary Receipt
PDR Philippine Depositary Receipt
# Interest rate represents the yield to maturity at the time of purchase.
* Non-income producing security.
+ A Sponsored ADR is an American Depositary Receipt that is issued through
the cooperation of the company whose stock will be the underlying asset.
++ Security or a portion thereof is held as initial margin for financial
futures and held as collateral for short sales. See Appendix C of Notes to
Financial Statements for further information on financial futures
contracts.
+ See Note 2 to the Financial Statements.
{::} Security exempt from registration under Rule 144A of the Securities Act of
1933. Security may be resold in transactions exempt from registration,
normally to qualified buyers. At June 30, 2005, the market value of this
security was $942,648 or 0.46% of net assets. The board of directors has
deemed this security to be liquid.
(a) Illiquid security.
(b) Restricted security. See Appendix E of Notes to Financial Statements.
(c) Security is valued in good faith under procedures established by the board
of directors.
(d) Portfolio holdings information of the Private Investment Funds is not
available as of June 30, 2005. These positions are therefore grouped into
their own industry classification.
(e) Rounds to less than 0.1%.
See accompanying Notes to Financial Statements.
17
<Page>
- --------------------------------------------------------------------------------
TIFF US EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
COMMON STOCKS -- 55.7%
AEROSPACE AND DEFENSE -- 2.1%
61,500 AAR Corp.* $966,165
33,100 Alliant Techsystems, Inc.* 2,336,860
7,200 Lockheed Martin Corp. 467,064
9,300 Northrop Grumman Corp. 513,825
3,800 Textron, Inc. 288,230
3,400 United Technologies Corp. 174,590
-------------
4,746,734
-------------
AUTOMOTIVE -- 0.2%
39,400 Ford Motor Co. 403,456
-------------
BANKING -- 5.6%
32,000 BankUnited Financial Corp., Class A 865,280
44,531 Chittenden Corp. 1,211,243
6,800 Comerica, Inc. 393,040
31,395 Downey Financial Corp. 2,298,114
51,329 Hudson United Bancorp 1,852,977
69,300 North Valley Bancorp 1,188,495
72,000 People's Bank 2,177,280
7,100 PNC Financial Services Group, Inc. 386,666
61,469 SNB Bancshares, Inc.* 676,159
26,000 The South Financial Group 738,920
6,200 UnionBanCal Corp. 414,904
11,700 Wells Fargo Corp. 720,486
-------------
12,923,564
-------------
BEVERAGES, FOOD, AND TOBACCO -- 1.6%
7,900 Altria Group, Inc. 510,814
9,600 General Mills, Inc. 449,184
3,000 Hershey Foods Corp. 186,300
32,800 Molson Coors Brewing Co., Class B 2,033,600
12,500 Pepsi Bottling Group, Inc. 357,625
4,200 Pepsico, Inc. 226,506
-------------
3,764,029
-------------
CHEMICALS -- 1.1%
9,600 Dow Chemical Co. 427,488
138,050 Mosaic Co. (The)* 2,148,058
-------------
2,575,546
-------------
COMMERCIAL SERVICES -- 5.6%
19,100 Cendant Corp. 427,267
96,000 DeVry, Inc.* 1,910,400
25,600 GenTek, Inc. 254,720
6,500 H & R Block, Inc. 379,275
47,100 ITT Educational Services, Inc.* 2,516,082
26,200 Magellan Health Services, Inc.* 925,122
115,900 MoneyGram International, Inc. 2,216,008
57,050 Rent-A-Center, Inc.* 1,328,695
50,292 The Brink's Co. 1,810,512
50,200 United Rentals, Inc.* 1,014,542
-------------
12,782,623
-------------
COMMUNICATIONS -- 1.4%
169,500 Andrew Corp.* 2,162,820
12,400 Corning, Inc.* 206,088
6,800 Nextel Communications, Inc., Class
A* 219,708
18,800 Verizon Communications Corp. 649,540
-------------
3,238,156
-------------
<Caption>
NUMBER
OF SHARES VALUE +
COMPUTER SOFTWARE AND PROCESSING -- 2.1%
10,200 Adobe Systems, Inc. $291,924
5,000 Autodesk, Inc. 171,850
4,200 Computer Sciences Corp.* 183,540
4,000 Fiserv, Inc.* 171,800
108,900 Internet Security Systems* 2,209,581
4,200 Intuit, Inc.* 189,462
50,300 Microsoft Corp. 1,249,452
28,200 Oracle Corp.* 372,240
66,800 Preview Systems, Inc.(a) 201
-------------
4,840,050
-------------
COMPUTERS AND INFORMATION -- 1.1%
7,600 Apple Computer, Inc.* 279,756
51,300 Cisco Systems, Inc.* 980,343
29,800 Hewlett-Packard Co. 700,598
5,500 International Business Machines
Corp. 408,100
28,553 Nexprise, Inc.*(a) 10,850
11,000 Seagate Technology, Inc.* 193,050
-------------
2,572,697
-------------
COSMETICS AND PERSONAL CARE -- 0.2%
9,400 Estee Lauder Companies, Inc., Class
A 367,822
3,200 Procter & Gamble Co. 168,800
-------------
536,622
-------------
DIVERSIFIED -- 0.5%
20,200 FMC Corp.* 1,134,028
-------------
ELECTRIC UTILITIES -- 1.9%
5,000 American Electric Power, Inc. 184,350
6,500 Constellation Energy Group, Inc. 374,985
11,900 Edison International 482,545
226,718 Sierra Pacific Resources* 2,822,639
6,700 TXU Corp. 556,703
-------------
4,421,222
-------------
ELECTRONICS -- 2.4%
127,300 Checkpoint Systems, Inc.* 2,253,210
40,600 Intel Corp. 1,058,036
49,000 Rogers Corp.* 1,986,950
7,200 Texas Instruments, Inc. 202,104
-------------
5,500,300
-------------
ENTERTAINMENT AND LEISURE -- 0.1%
4,900 Walt Disney Co. 123,382
-------------
FINANCIAL SERVICES -- 2.3%
6,600 Bank of America Corp. 301,026
2,400 Bear, Stearns & Co., Inc. 249,456
8,300 Brascan Corp., Class A 316,728
4,900 CIT Group, Inc. 210,553
22,500 Citigroup, Inc. 1,040,175
9,400 Countrywide Financial Corp. 362,934
2,800 Goldman Sachs Group, Inc. 285,656
4,100 JP Morgan Chase & Co., Inc. 144,812
13,900 KeyCorp 460,785
5,700 Lehman Brothers Holdings, Inc. 565,896
11,100 Merrill Lynch & Co. 610,611
5,600 Morgan Stanley 293,832
12,000 Washington Mutual, Inc. 488,280
-------------
5,330,744
-------------
</Table>
18
<Page>
- --------------------------------------------------------------------------------
TIFF US EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
FOREST PRODUCTS AND PAPER -- 0.2%
5,100 Georgia-Pacific Group $162,180
2,800 Kimberly-Clark Corp. 175,252
-------------
337,432
-------------
HEALTHCARE PROVIDERS -- 3.8%
9,200 HCA, Inc. 521,364
42,000 LifePoint Hospitals, Inc.* 2,121,840
40,000 Lincare Holdings, Inc.* 1,633,600
146,200 Odyssey HealthCare, Inc.* 2,108,204
37,000 Universal Health Services, Inc.,
Class B 2,300,660
-------------
8,685,668
-------------
HEAVY MACHINERY -- 0.7%
2,900 Caterpillar, Inc. 276,399
6,300 Deere & Co. 412,587
5,700 Ingersoll Rand Co. 406,695
6,400 Paccar, Inc. 435,200
-------------
1,530,881
-------------
HOME CONSTRUCTION, FURNISHINGS, AND APPLIANCES -- 0.4%
2,800 Centex Corp. 197,876
12,666 D.R. Horton, Inc. 476,368
5,500 Lennar Corp., Class A 348,975
-------------
1,023,219
-------------
HOUSEHOLD PRODUCTS -- 0.2%
7,700 The Clorox Co. 429,044
-------------
INSURANCE -- 2.2%
6,500 Aetna, Inc. 538,330
10,000 Allstate Corp. 597,500
30,000 Brown & Brown, Inc. 1,348,200
42,200 Hilb, Rogal & Hobbs Co. 1,451,680
6,300 MetLife, Inc. 283,122
9,100 Principal Financial Group, Inc. 381,290
5,400 The Progressive Corp. 533,574
-------------
5,133,696
-------------
LODGING -- 0.2%
7,000 Marriott International, Inc. Class
A 477,540
-------------
MEDIA -- BROADCASTING AND PUBLISHING -- 1.7%
138,236 COX Radio, Inc., Class A* 2,177,217
7,875 Emmis Communications Corp., Class
A* 139,151
3,300 Gannett Co., Inc. 234,729
61,000 Insight Communications Co., Inc.* 674,050
11,000 McGraw-Hill Companies, Inc. 486,750
5,100 Viacom, Inc., Class B 163,302
-------------
3,875,199
-------------
MEDICAL SUPPLIES -- 3.3%
3,000 Becton, Dickinson & Co. 157,410
19,200 Fisher Scientific International,
Inc.* 1,246,080
50,800 Owens & Minor, Inc. 1,643,380
89,600 Steris Corp. 2,308,992
96,700 Viasys Healthcare, Inc.* 2,184,453
-------------
7,540,315
-------------
METALS -- 0.5%
52,000 General Cable Corp.* 771,160
3,000 Phelps Dodge Corp. 277,500
-------------
1,048,660
-------------
<Caption>
NUMBER
OF SHARES VALUE +
METALS AND MINING -- 0.2%
8,000 Nucor Corp. $364,960
35,000 Pacific Rim Mining Corp.* 20,650
-------------
385,610
-------------
OIL AND GAS -- 2.7%
2,600 Anadarko Petroleum Corp. 213,590
13,200 Canadian Natural Resources Ltd. 480,216
17,000 Chevron Corp. 950,640
14,200 ConocoPhillips 816,358
15,300 Exxon Mobil Corp. 879,291
157,883 Hanover Compressor Co.* 1,817,233
7,500 Marathon Oil Corp. 400,275
6,600 Valero Energy Corp. 522,126
-------------
6,079,729
-------------
PHARMACEUTICALS -- 3.2%
6,900 Abbott Laboratories 338,169
12,800 Amgen, Inc.* 773,888
10,100 Cardinal Health, Inc. 581,558
67,300 Hospira, Inc.* 2,624,700
17,900 Johnson & Johnson 1,163,500
11,300 McKesson Corp. 506,127
8,400 Merck & Co., Inc. 258,720
42,100 Pfizer, Inc. 1,177,666
269,200 PharmChem Laboratories, Inc.*(a) 915
-------------
7,425,243
-------------
RESTAURANTS -- 1.0%
65,000 Ruby Tuesday, Inc. 1,683,500
10,500 Yum! Brands, Inc. 546,840
-------------
2,230,340
-------------
RETAILERS -- 3.2%
3,900 Best Buy Co., Inc. 267,345
75,125 Big Lots, Inc.* 994,655
7,600 Federated Department Stores, Inc. 556,928
66,300 Geerlings & Wade, Inc.* 84,864
18,800 Home Depot, Inc. 731,320
24,900 Kroger Co.* 473,847
9,500 Limited Brands 203,490
6,700 Nordstrom, Inc. 455,399
48,600 Pier 1 Imports, Inc. 689,634
20,500 Safeway, Inc. 463,095
100,000 Saks, Inc.* 1,897,000
3,300 Target Corp. 179,553
60,000 Whitehall Jewellers, Inc.* 411,000
-------------
7,408,130
-------------
TELEPHONE SYSTEMS -- 1.7%
16,100 BellSouth Corp. 427,777
311,400 Cincinnati Bell, Inc.* 1,339,020
94,100 General Communications, Inc., Class
A* 928,767
24,100 United States Cellular Corp.* 1,203,554
-------------
3,899,118
-------------
TEXTILES, CLOTHING, AND FABRICS -- 0.2%
6,000 Coach, Inc.* 201,420
3,200 Nike Inc., Class B 277,120
-------------
478,540
-------------
TRANSPORTATION -- 2.1%
8,400 Burlington Northern Santa Fe Corp. 395,472
4,050 Canadian National Railway Co. 233,483
</Table>
19
<Page>
- --------------------------------------------------------------------------------
TIFF US EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
NUMBER
OF SHARES VALUE +
20,000 CNF, Inc. $898,000
41,800 EGL, Inc.* 849,376
64,100 Tidewater, Inc. 2,443,492
-------------
4,819,823
-------------
Total Common Stocks
(Cost $100,989,360) 127,701,340
-------------
COMMINGLED INVESTMENT VEHICLES -- 22.6%
PRIVATE INVESTMENT FUNDS -- 22.6%
279,429 Adage Capital Partners,
LP*(a)(b)(c)(d) 32,390,359
178,350 Freeman Fair Value Fund I,
LP*(b)(c)(d)(e) 18,915,369
250 Gotham Partners, LP*(a)(b)(c)(d) 373,576
-------------
51,679,304
-------------
Total Commingled Investment
Vehicles
(Cost $46,024,508) 51,679,304
-------------
</Table>
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE
SHORT-TERM INVESTMENTS -- 22.0%
REPURCHASE AGREEMENT -- 11.2%
$25,651,405 Investors Bank & Trust Repurchase Agreement issued
06/30/05 (proceeds at maturity $25,652,838)
(Collateralized by a $20,923,502 FHLMC, 3.62%, due
06/15/34, a $5,173,600 SBA, 6.375%, due 12/25/23,
and a $334,553 SBA, 6.825%, due 09/25/15 with
market values of $21,000,000, $5,577,095 and
$356,881, respectively)
(Cost $25,651,405) 2.010% 07/01/05 25,651,405
------------
US TREASURY SECURITY -- 10.8%#
25,000,000 US Treasury Bill+
(Cost $24,748,430) 3.144% 10/27/05 24,746,225
------------
Total Short-Term Investments
(Cost $50,399,835) 50,397,630
Total Investments -- 100.3%
(Cost $197,413,703) 229,778,274
Liabilities in Excess of Other
Assets -- (0.3%) (747,421)
------------
NET ASSETS -- 100.0% $229,030,853
============
</Table>
<Table>
<Caption>
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS):
Basic Industries 0.4%
Capital Equipment 10.1
Consumer Goods 12.2
Energy 4.6
Finance 10.2
Materials 1.9
Multi-Industry 0.5
Private Investment Funds(d) 22.6
Repurchase Agreements 11.2
Services 15.8
US Treasury Obligations 10.8
Financial Futures Contracts (0.7)
Other Assets in Excess of Other Liabilities 0.4
-----
TOTAL 100.0%
=====
</Table>
FHLMC Freddie Mac
SBA Small Business Administration
# Interest rate represents the yield to maturity at the time of purchase.
* Non-income producing security.
+ Security or a portion thereof is held as initial margin for financial
futures contracts. See Appendix C of Notes to Financial Statements.
+ See Note 2 to the Financial Statements.
(a) Illiquid security.
(b) Restricted security. See Appendix E of Notes to Financial Statements.
(c) Security is valued in good faith under procedures established by the board
of directors.
(d) Portfolio holdings information of the Private Investment Funds is not
available as of June 30, 2005. These positions are therefore grouped into
their own industry classification.
(e) The valuation committee has determined the partnership interest in Freeman
Fair Value Fund I, LP to be liquid based on the ability to redeem the
private investment fund interest upon seven days notice and payment of a
0.25% redemption fee. The TIP board of directors duly ratified the
liquidity determination and agreed to fair value the private investment
fund at 99.75% of its stated market value to take into account this
potential redemption fee.
See accompanying Notes to Financial Statements.
20
<Page>
- --------------------------------------------------------------------------------
TIFF GOVERNMENT BOND FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30,
2005
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
US TREASURY SECURITY -- 99.1%
$41,091,000 US Treasury Note+
(Cost $41,473,601) 4.125% 05/15/15 $41,691,298
------------
SHORT-TERM INVESTMENTS -- 52.7%
REPURCHASE AGREEMENTS -- 52.7%
3,300,000 Bear, Stearns & Co., Inc. Repurchase Agreement
issued 06/29/05 (proceeds at maturity
$3,302,310) (Collateralized by a $2,235,000 US
Treasury Bond, 8.125%, due 08/15/21, with a
market value
of $3,255,068) 3.150% 07/06/05 3,300,000
723,596 Investors Bank & Trust Company Repurchase Agreement
issued 06/30/05 (proceeds at maturity $723,636)
(Collateralized by a $760,106 FNMA, 3.864%, due
01/25/32, with a market value
of $759,776) 2.010% 07/01/05 723,596
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
$18,150,000 Nomura Asset Securities Corp. Repurchase Agreement
issued 06/28/05 (proceeds at maturity
$18,162,302) (Collateralized by a $14,545,000 US
Treasury Bond, 6.25%, due 08/15/23, with a
market value
of $18,190,341) 3.050% 07/05/05 $18,150,000
------------
Total Repurchase Agreements
(Cost $22,173,596) 22,173,596
------------
Total Short-Term Investments
(Cost $22,173,596) 22,173,596
------------
Total Investments -- 151.8%
(Cost $63,647,197) 63,864,894
Liabilities in Excess of Other
Assets -- (51.8%) (21,795,142)
------------
NET ASSETS -- 100.0% $42,069,752
============
</Table>
<Table>
<Caption>
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS):
Repurchase Agreements 52.7%
US Government Obligations 99.1
Reverse Repurchase Agreements (52.1)
Other Assets in Excess of Other Liabilities 0.3
-----
TOTAL 100.0%
=====
</Table>
FNMA Fannie Mae
+ Security or a portion thereof is held as collateral by the counterparty for
reverse repurchase agreements. See Appendix F of Notes to Financial
Statements.
+ See Note 2 to the Financial Statements.
See accompanying Notes to Financial Statements.
21
<Page>
- --------------------------------------------------------------------------------
TIFF SHORT-TERM FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
PRINCIPAL INTEREST MATURITY
AMOUNT RATE DATE VALUE +
SHORT-TERM INVESTMENTS -- 99.0%
US TREASURY SECURITIES -- 98.4%#
$20,500,000 US Treasury Bill 3.123% 11/17/05 $20,251,745
23,000,000 US Treasury Bill 3.101% 12/01/05 22,691,777
50,050,000 US Treasury Bill 3.049% 12/08/05 49,351,202
1,000,000 US Treasury Bill 3.135% 12/22/05 984,578
19,000,000 US Treasury Bill 3.326% 12/29/05 18,694,727
-------------
Total US Treasury Securities
(Cost $112,006,672) 111,974,029
-------------
TIME DEPOSIT -- 0.6%
618,000 Investors Bank & Trust Company
(Cost $618,000) 2.750% 07/01/05 618,000
-------------
Total Short-Term Investments
(Cost $112,624,672) 112,592,029
-------------
Total Investments -- 99.0%
(Cost $112,624,672) 112,592,029
Other Assets in Excess of
Liabilities -- 1.0% 1,189,450
-------------
NET ASSETS -- 100.0% $113,781,479
=============
</Table>
<Table>
<Caption>
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS):
Time Deposit 0.6%
US Treasury Obligations 98.4
Other Assets in Excess of Other Liabilities 1.0
-----
TOTAL 100.0%
=====
</Table>
# Interest rate represents the yield to maturity at the time of purchase.
+ See Note 2 to the Financial Statements.
See accompanying Notes to Financial Statements.
22
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
TIFF TIFF TIFF
MULTI-ASSET INTERNATIONAL US EQUITY
FUND EQUITY FUND FUND
ASSETS
Investments in securities, at
value (a)(b) $887,461,075 $199,603,773 $229,778,274
Cash 7,917,818 5,969,068 4,514
Foreign currency (c) 104,102 136,100 --
Receivables for:
Capital stock sold 698,975 -- --
Securities sold 6,551,329 1,315,140 615,257
Securities sold short 5,196,196 -- --
Dividends and tax reclaims 851,855 520,520 75,488
Open swap contracts (i) 430,265 -- --
Pending investments 10,000,000 -- --
Interest 1,003,100 988 1,608
Unrealized appreciation on forward
currency contracts (f) 422,709 329,986 --
Deposit with broker for short sales 13,799,409 -- --
-----------------------------------------
Total assets 934,436,833 207,875,575 230,475,141
-----------------------------------------
LIABILITIES
Payable for:
Capital stock repurchased 33,906 -- 92,047
Securities purchased 5,460,562 984,595 693,086
Delayed delivery contracts 4,659,214 -- --
Securities purchased to cover
short sales 424,615 -- --
Variation margin on financial
futures contracts 636,216 175,278 545,000
Reverse repurchase agreements
(Note 5) (h) 33,580,424 -- --
Dividends from securities sold
short 77,682 -- --
Dividends from net investment
income 2,180,228 418,899 40,660
Market value of securities sold
short (d) 19,167,218 -- --
Unrealized depreciation on forward
currency contracts (f) 38,532 26,070 --
Accrued expenses and other
liabilities 360,245 361,748 73,495
-----------------------------------------
Total liabilities 66,618,842 1,966,590 1,444,288
-----------------------------------------
NET ASSETS $867,817,991 $205,908,985 $229,030,853
=========================================
SHARES OUTSTANDING (G) 59,608,772 15,639,778 15,746,510
=========================================
NET ASSET VALUE PER SHARE $ 14.56 $ 13.17 $ 14.54
=========================================
COMPONENTS OF NET ASSETS:
Capital stock (e) $757,697,722 $173,633,871 $187,946,477
Distribution in excess of net
investment income (5,944,087) (2,471,547) (226,406)
Accumulated net realized gain
(loss) on investments 3,239,886 (11,139,936) 10,490,222
Net unrealized appreciation on
investments, short sales,
financial futures contracts,
swap agreements, forward
currency contracts, and
translation of assets and
liabilities denominated in
foreign currency 112,824,470 45,886,597 30,820,560
-----------------------------------------
$867,817,991 $205,908,985 $229,030,853
=========================================
- ------------------------------------------------------------------------------
(a) Cost of investments $773,134,355 $153,821,920 $197,413,703
(b) Includes repurchase agreements
of $24,788,729 $ 11,177,958 $ 25,651,405
(c) Cost of foreign currency $ 104,262 $ 136,227 $ --
(d) Proceeds $18,608,447 $ -- $ --
(e) Includes accumulated entry/exit
fees of $ 7,668,000 $ 3,501,260 $ 1,546,685
</Table>
(f) Appendix B of the Notes to Financials details each funds' open forward
currency contracts at June 30, 2005
(g) Authorized 500,000,000 shares, par value $0.001 for each fund.
(h) Appendix F of the Notes to Financials details each funds' open reverse
repurchase agreements at June 30, 2005.
(i) Appendix G of the Notes to Financials details each funds' open swap
agreements at June 30, 2005.
See accompanying Notes to Financial Statements.
23
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) JUNE 30, 2005
<Table>
<Caption>
TIFF TIFF
GOVERNMENT SHORT-TERM
BOND FUND TERM
ASSETS
Investments in securities, at
value (a)(b) $63,864,894 $112,592,029
Cash 4,135 20,002,884
Receivables for:
Capital stock sold -- 645,601
Interest 221,727 13,450
-------------------------
Total assets 64,090,756 133,253,964
-------------------------
LIABILITIES
Payable for:
Capital stock repurchased -- 696,757
Securities purchased -- 18,690,012
Reverse repurchase agreements (Note
5) (d) 21,934,955 --
Dividends from net investment income 19,774 29,460
Accrued expenses and other liabilities 66,275 56,256
-------------------------
Total liabilities 22,021,004 19,472,485
-------------------------
NET ASSETS $42,069,752 $113,781,479
=========================
SHARES OUTSTANDING (C) 4,233,081 11,631,423
=========================
NET ASSET VALUE PER SHARE $ 9.94 $ 9.78
=========================
COMPONENTS OF NET ASSETS:
Capital stock $41,915,144 $116,892,853
Distribution in excess of net
investment income (24,531) (1,612)
Accumulated net realized loss on
investments (38,558) (3,077,119)
Net unrealized appreciation
(depreciation) on investments 217,697 (32,643)
-------------------------
$42,069,752 $113,781,479
=========================
- -------------------------------------------------------------------
(a) Cost of investments $63,647,197 $112,624,672
(b) Includes repurchase agreements of $22,173,596 $ --
</Table>
(c) Authorized 500,000,000 shares, par value $0.001 for each fund.
(d) Appendix F of the Notes to Financials details each funds' open reverse
repurchase agreements at June 30, 2005.
See accompanying Notes to Financial Statements.
24
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2005
<Table>
<Caption>
TIFF TIFF TIFF
MULTI-ASSET INTERNATIONAL US EQUITY
FUND EQUITY FUND FUND
INVESTMENT INCOME
Interest $5,014,138 $ 177,121 $ 394,267
Dividends (a) 6,984,471 3,163,182 1,695,010
Miscellaneous income 2,290,406 28,291 38,468
----------------------------------------
Total investment income 14,289,015 3,368,594 2,127,745
----------------------------------------
OPERATING EXPENSES
Investment advisory fees 746,039 147,661 171,377
Money manager fees 1,364,005 541,102 356,354
Custodian and accounting fees 382,934 189,728 94,340
Administration fees 135,013 35,754 41,193
Member recordkeeping fees 7,804 3,743 5,024
Professional fees 129,023 78,596 76,860
Operations monitoring agent fees 74,680 19,003 22,061
Chief compliance officer fees 30,727 7,856 9,134
Insurance expense 14,618 4,691 6,668
Registration and filing fees 32,686 10,772 9,370
Miscellaneous fees and expenses 24,667 18,205 11,146
----------------------------------------
Total operating expenses 2,942,196 1,057,111 803,527
Fee waivers/reimbursements
(Note 3) -- (36,532) (8,645)
Interest expense (Note 5) 340,090 -- --
Dividends on securities sold
short 209,844 -- --
----------------------------------------
Net operating expenses 3,492,130 1,020,579 794,882
----------------------------------------
Net investment income 10,796,885 2,348,015 1,332,863
----------------------------------------
NET REALIZED GAIN (LOSS) ON:
Investments (b) 14,572,004 2,777,579 12,030,341
Short sales (765,246) (25,112) --
Swap agreements 2,173,666 -- --
Financial futures contracts 2,847,954 782,151 191,074
Forward currency contracts and
foreign currency-related
transactions (1,649,163) (1,001,948) (23)
----------------------------------------
Net realized gain 17,179,215 2,532,670 12,221,392
----------------------------------------
NET CHANGE IN UNREALIZED
APPRECIATION (DEPRECIATION) ON:
Investments 345,327 (3,710,000) (9,805,184)
Short sales (491,002) 22,862 --
Financial futures contracts (3,649,037) (1,342,581) (1,591,611)
Forward currency contract and
other assets and liabilities
and foreign currency-related
transactions 346,067 322,454 --
----------------------------------------
Net change in unrealized
depreciation (3,448,645) (4,707,265) (11,396,795)
----------------------------------------
Net realized and unrealized gain
(loss) 13,730,570 (2,174,595) 824,597
----------------------------------------
Net increase in net assets
resulting from operations $24,527,455 $ 173,420 $ 2,157,460
========================================
- -----------------------------------------------------------------------------
(a) Net of foreign withholding
taxes of $ 316,596 $ 295,564 $ 1,507
(b) Net of foreign withholding
taxes on capital gains of $ 57,344 $ 80,701 $ --
</Table>
See accompanying Notes to Financial Statements.
25
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2005
<Table>
<Caption>
TIFF TIFF
GOVERNMENT SHORT-TERM
BOND FUND TERM
INVESTMENT INCOME
Interest $1,439,947 $1,546,456
Miscellaneous income 240 --
----------------------
Total investment income 1,440,187 1,546,456
----------------------
OPERATING EXPENSES
Investment advisory fees 10,653 16,007
Money manager fees 15,209 --
Custodian and accounting fees 20,071 28,646
Administration fees 9,207 20,238
Member recordkeeping fees 1,869 5,423
Professional fees 32,549 23,327
Operations monitoring agent fees 4,116 10,281
Chief compliance officer fees 1,656 4,127
Insurance expense 758 2,900
Registration and filing fees 6,767 27,200
Miscellaneous fees and expenses 308 1,673
----------------------
Total operating expenses 103,163 139,822
Fee waivers/reimbursements (Note 3) (10,653) --
Interest expense (Note 5) 389,639 --
----------------------
Net operating expenses 482,149 139,822
----------------------
Net investment income 958,038 1,406,634
----------------------
NET REALIZED GAIN (LOSS) ON:
Investments 902,311 (69,382)
----------------------
NET CHANGE IN UNREALIZED DEPRECIATION
ON:
Investments (72,652) (8,060)
----------------------
Net realized and unrealized gain (loss) 829,659 (77,442)
----------------------
Net increase in net assets resulting
from operations $1,787,697 $1,329,192
======================
</Table>
See accompanying Notes to Financial Statements.
26
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
TIFF TIFF INTERNATIONAL
MULTI-ASSET FUND EQUITY FUND
-------------------------- --------------------------
Six Months Six Months
Ended Year Ended Year
6/30/05 Ended 6/30/05 Ended
(unaudited) 12/31/2004 (unaudited) 12/31/2004
INCREASE IN NET ASSETS FROM
OPERATIONS
Net investment income $10,796,885 $ 7,484,214 $ 2,348,015 $ 1,989,448
Net realized gain on
investments, short sales,
financial futures contracts,
swap agreements, forward
currency contracts, and
foreign currency-related
transactions 16,748,950 32,178,331 2,532,670 15,730,668
Net change in unrealized
appreciation (depreciation)
on investments, short sales,
financial futures contracts,
swap agreements, forward
currency contracts, and
translation of other assets
and liabilities denominated
in foreign currencies (3,018,380) 39,185,829 (4,707,265) 16,127,963
------------------------------------------------------
Net increase in net assets
resulting from operations 24,527,455 78,848,374 173,420 33,848,079
------------------------------------------------------
DISTRIBUTIONS
From net investment income (8,051,165) (11,888,604) (2,422,066) (4,769,897)
From net realized gains -- (26,646,233) -- --
------------------------------------------------------
Decrease in net assets
resulting from distributions (8,051,165) (38,534,837) (2,422,066) (4,769,897)
------------------------------------------------------
CAPITAL SHARE TRANSACTIONS,
NET (SEE APPENDIX D) 145,541,411 243,392,628 12,950,149 (2,477,596)
------------------------------------------------------
Total increase in net assets 162,017,701 283,706,165 10,701,503 26,600,586
NET ASSETS
Beginning of period 705,800,290 422,094,125* 195,207,482 168,606,896
------------------------------------------------------
End of period $867,817,991 $705,800,290 $205,908,985 $195,207,482
======================================================
DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME $(5,944,087) $ (8,689,807) $(2,471,547) $ (2,397,496)
- --------------------------------------------------------------------------------------
</Table>
* Certain amounts for the year ended December 31, 2003 have been restated.
See Note 11 of the Notes to Financial Statements.
See accompanying Notes to Financial Statements.
27
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
TIFF US TIFF GOVERNMENT
EQUITY FUND BOND FUND
-------------------------- ------------------------
Six Months Six Months
Ended Year Ended Year
6/30/05 Ended 6/30/05 Ended
(unaudited) 12/31/2004 (unaudited) 12/31/2004
INCREASE IN NET ASSETS FROM
OPERATIONS
Net investment income $ 1,332,863 $ 1,087,725 $ 958,038 $ 1,108,800
Net realized gain (loss) on
investments, financial
futures contracts, and
foreign currency-related
transactions 12,221,392 24,919,570 902,311 (85,344)
Net change in unrealized
appreciation (depreciation)
on investments, financial
futures contracts, and
translation of other assets
and liabilities denominated
in foreign currencies (11,396,795) 642,527 (72,652) 155,737
----------------------------------------------------
Net increase in net assets
resulting from operations 2,157,460 26,649,822 1,787,697 1,179,193
----------------------------------------------------
DISTRIBUTIONS
From net investment income (1,318,574) (1,754,170) (961,762) (1,127,776)
----------------------------------------------------
CAPITAL SHARE TRANSACTIONS,
NET (SEE APPENDIX D) (1,577,635) (27,624,176) 31,380 3,250,215
----------------------------------------------------
Total increase (decrease) in
net assets (738,749) (2,728,524) 857,315 3,301,632
NET ASSETS
Beginning of period 229,769,602 232,498,126 41,212,437 37,910,805
----------------------------------------------------
End of period $229,030,853 $229,769,602 $42,069,752 $41,212,437
====================================================
DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME $ (226,406) $ (240,695) $ (24,531) $ (20,807)
- ------------------------------------------------------------------------------------
</Table>
See accompanying Notes to Financial Statements.
28
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
TIFF
SHORT-TERM FUND
--------------------------
Six Months
Ended Year
6/30/05 Ended
(unaudited) 12/31/2004
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income $ 1,406,634 $ 1,321,773
Net realized loss on investments (69,382) (216,260)
Net change in unrealized depreciation on
investments (8,060) (39,491)
--------------------------
Net increase in net assets resulting
from operations 1,329,192 1,066,022
--------------------------
DISTRIBUTIONS
From net investment income (1,394,114) (1,396,540)
--------------------------
CAPITAL SHARE TRANSACTIONS, NET (SEE
APPENDIX D) 22,773,818 (37,257,268)
--------------------------
Total increase (decrease) in net assets 22,708,896 (37,587,786)
NET ASSETS
Beginning of period 91,072,583 128,660,369
--------------------------
End of period $113,781,479 $ 91,072,583
==========================
DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME $ (1,612) $ (14,132)
- --------------------------------------------------------------------
</Table>
See accompanying Notes to Financial Statements.
29
<Page>
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2005
<Table>
<Caption>
TIFF
GOVERNMENT
BOND FUND
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from
operations $ 1,787,697
Adjustments to reconcile net increase in net
assets resulting from
operations to net cash used for operating
activities:
Investments purchased (97,789,515)
Investments sold 98,000,492
Sale of short term investments, net 18,405,914
Amortization of discount and premium, net (24,473)
Decrease in dividends payable (1,033)
Decrease in interest receivable 10,138
Decrease in accrued expenses and other
liabilities (5,893)
Increase in interest expense payable 17,439
Net change in unrealized depreciation on
investments 72,652
Net realized gain from investments (902,311)
------------
Net cash provided by operating activities 19,571,107
------------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Proceeds from shares sold 9,462,181
Shares redeemed (10,264,979)
Cash distributions paid (127,584)
Decrease in payable for reverse repurchase
agreements (18,636,590)
------------
Net cash used for financing activities (19,566,972)
------------
NET INCREASE IN CASH 4,135
------------
Cash at beginning of period 0
------------
Cash at end of period $ 4,135
============
- ----------------------------------------------------------------
</Table>
Note: Non-cash financing activities not included herein consist of reinvestment
of all distributions of $834,178.
This Statement of Cash Flows has been included as required by Financial
Accounting Standard (FAS) 95. The TIFF Multi-Asset, International Equity, US
Equity, and Short-Term Funds are not required to present a Statement of Cash
Flows pursuant to an exemption provided by FAS 102.
See accompanying Notes to Financial Statements.
30
<Page>
- --------------------------------------------------------------------------------
TIFF MULTI-ASSET FUND -- FINANCIAL HIGHLIGHTS
<Table>
<Caption>
Six Months
Ended Year Year Year Year Year
6/30/05 Ended Ended Ended Ended Ended
(unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00
For a share outstanding
throughout each period
Net asset value,
beginning of period $ 14.24 $ 13.19 $ 10.61 $ 11.59 $ 12.18 $ 13.41
------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income 0.20+ 0.20+ 0.21 0.20 0.17 0.23
Net realized and
unrealized gain (loss)
on investments* 0.25 1.67 2.57 (0.96) (0.59) 0.04
------------------------------------------------------------------
Total from investment
operations 0.45 1.87 2.78 (0.76) (0.42) 0.27
------------------------------------------------------------------
LESS DISTRIBUTIONS FROM
Net investment income (0.14) (0.28) (0.22) (0.24) (0.17) (0.28)
Net realized gains -- (0.57) -- -- (0.01) (1.24)
------------------------------------------------------------------
Total distributions (0.14) (0.85) (0.22) (0.24) (0.18) (1.52)
------------------------------------------------------------------
Entry/exit fee per share
(Note 6) 0.01 0.03 0.02 0.02 0.01 0.02
------------------------------------------------------------------
Net asset value, end of
period $ 14.56 $ 14.24 $ 13.19 $ 10.61 $ 11.59 $ 12.18
==================================================================
TOTAL RETURN (A) 3.23%(d) 14.57% 26.65% (6.33%) (3.34%) 2.39%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000s) $867,818 $705,800 $422,094(b) $250,536 $208,441 $215,035
Ratio of expenses to
average net assets 0.76%(c) 0.72% 0.72%(b) 0.76% 0.97% 0.94%
Ratio of expenses to
average net assets,
inclusive of interest
expense and dividends
on securities sold
short 0.90%(c) 0.77% 0.75%(b) -- -- --
Ratio of net investment
income to average net
assets 2.79%(c) 1.45% 1.57%(b) 1.44% 1.42% 1.67%
Portfolio turnover 36.64%(d) 103.35% 116.53% 128.81% 139.64% 156.15%
</Table>
- --------------------------------------------------------------------------------
(a) Total return assumes dividend reinvestment and includes the effects of
entry and exit fees received by the fund; however, a member's total return
for the period, assuming a purchase at the beginning of the period and a
redemption at the end of the period, would be lower by the amount of entry
and exit fees paid by the member.
(b) As a result of a revision to money manager fees accrued, certain amounts
for the year ended December 31, 2003 have been changed from what was
previously reported. The impact of this revision was a decrease to the
ratio of net investment income to average net assets of 0.02% and a
corresponding increase to the ratio of expenses to average net assets of
0.02%. See Note 12 of the Notes to Financial Statements.
(c) Annualized.
(d) Not annualized.
* Includes foreign currency-related transactions.
+ Calculation based on average shares outstanding.
See accompanying Notes to Financial Statements.
31
<Page>
- --------------------------------------------------------------------------------
TIFF INTERNATIONAL EQUITY FUND -- FINANCIAL HIGHLIGHTS
<Table>
<Caption>
Six Months
Ended Year Year Year Year Year
6/30/05 Ended Ended Ended Ended Ended
(unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00
For a share outstanding
throughout each period
Net asset value,
beginning of period $ 13.30 $ 11.16 $ 8.02 $ 9.09 $ 11.25 $ 13.58
------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income 0.17 0.15 0.16 0.06 0.07 0.12
Net realized and
unrealized gain (loss)
on investments* (0.15) 2.31 3.13 (1.08) (2.05) (1.74)
------------------------------------------------------------------
Total from investment
operations 0.02 2.46 3.29 (1.02) (1.98) (1.62)
------------------------------------------------------------------
LESS DISTRIBUTIONS FROM
Net investment income (0.16) (0.34) (0.15) (0.05) (0.03) (0.08)
Net realized gains -- -- -- -- (0.12) (0.65)
Return of capital -- -- -- -- (0.04) --
------------------------------------------------------------------
Total distributions (0.16) (0.34) (0.15) (0.05) (0.19) (0.73)
------------------------------------------------------------------
Entry/exit fee per share
(Note 6) 0.01 0.02 --# --# 0.01 0.02
------------------------------------------------------------------
Net asset value, end of
period $ 13.17 $ 13.30 $ 11.16 $ 8.02 $ 9.09 $ 11.25
==================================================================
TOTAL RETURN (A) 0.23%(c) 22.51% 41.33% (11.24%) (17.49%) (11.66%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000s) $205,909 $195,207 $168,607 $123,219 $142,396 $181,110
Ratio of expenses to
average net assets 1.04%(b) 1.19% 1.17% 1.38% 1.40% 1.16%
Ratio of expenses to
average net assets
before expense waivers 1.07%(b) 1.21% 1.17% 1.38% 1.40% 1.16%
Ratio of net investment
income to average net
assets 2.39%(b) 1.18% 1.41% 0.67% 0.68% 0.99%
Portfolio turnover 4.17%(c) 55.17% 48.98% 48.07% 54.96% 62.04%
</Table>
- --------------------------------------------------------------------------------
(a) Total return assumes dividend reinvestment and includes the effects of
entry and exit fees received by the fund; however, a member's total return
for the period, assuming a purchase at the beginning of the period and a
redemption at the end of the period, would be lower by the amount of entry
and exit fees paid by the member. In certain periods, total return would
have been lower had certain expenses not been waived.
(b) Annualized.
(c) Not annualized.
* Includes foreign currency-related transactions.
# Rounds to less than $0.01.
See accompanying Notes to Financial Statements.
32
<Page>
- --------------------------------------------------------------------------------
TIFF US EQUITY FUND -- FINANCIAL HIGHLIGHTS
<Table>
<Caption>
Six Months
Ended Year Year Year Year Year
6/30/05 Ended Ended Ended Ended Ended
(unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00
For a share outstanding
throughout each period
Net asset value,
beginning of period $ 14.49 $ 12.95 $ 9.59 $ 12.08 $ 12.96 $ 15.78
------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income 0.08 0.07 0.02 --# 0.01 0.12
Net realized and
unrealized gain (loss)
on investments* 0.05 1.57 3.36 (2.49) (0.85) (0.61)
------------------------------------------------------------------
Total from investment
operations 0.13 1.64 3.38 (2.49) (0.84) (0.49)
------------------------------------------------------------------
LESS DISTRIBUTIONS FROM
Net investment income (0.08) (0.11) (0.02) -- (0.03) (0.10)
Net realized gains -- -- -- -- -- (2.24)
Return of capital -- -- -- -- (0.01) --
------------------------------------------------------------------
Total distributions (0.08) (0.11) (0.02) -- (0.04) (2.34)
------------------------------------------------------------------
Entry/exit fee per share
(Note 6) --# 0.01 --# --# --# 0.01
------------------------------------------------------------------
Net asset value, end of
period $ 14.54 $ 14.49 $ 12.95 $ 9.59 $ 12.08 $ 12.96
==================================================================
Total return (a) 1.01%(c) 12.75% 35.24% (20.61%) (6.51%) (2.67%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000s) $229,031 $229,770 $232,498 $174,477 $217,578 $242,806
Ratio of expenses to
average net assets 0.70%(b) 0.73% 0.85% 1.22% 1.28% 0.79%
Ratio of expenses to
average net assets
before expense waivers 0.70%(b) 0.74% 0.85% 1.22% 1.28% 0.79%
Ratio of net investment
income to average net
assets 1.16%(b) 0.48% 0.19% --# 0.07% 0.82%
Portfolio turnover 18.70%(c) 57.49% 60.32% 60.45% 103.40% 88.20%
</Table>
- --------------------------------------------------------------------------------
(a) Total return assumes dividend reinvestment and includes the effects of
entry and exit fees received by the fund; however, a member's total return
for the period, assuming a purchase at the beginning of the period and a
redemption at the end of the period, would be lower by the amount of entry
and exit fees paid by the member. In certain periods, total return would
have been lower had certain expenses not been waived.
(b) Annualized.
(c) Not annualized.
* Includes foreign currency-related transactions.
# Rounds to less than 0.01% or $0.01 as applicable.
See accompanying Notes to Financial Statements.
33
<Page>
- --------------------------------------------------------------------------------
TIFF GOVERNMENT BOND FUND -- FINANCIAL HIGHLIGHTS
<Table>
<Caption>
Six Months
Ended Year Period
6/30/05 Ended from 3/31/03*
(unaudited) 12/31/04 to 12/31/03
For a share outstanding throughout
each period
Net asset value, beginning of
period $ 9.76 $ 9.72 $ 10.00
-----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.22 0.39 0.29
Net realized and unrealized gain
(loss) on investments 0.18 0.04 (0.27)
-----------------------------------------
Total from investment operations 0.40 0.43 0.02
-----------------------------------------
LESS DISTRIBUTIONS FROM
Net investment income (0.22) (0.39) (0.30)
-----------------------------------------
Net asset value, end of period $ 9.94 $ 9.76 $ 9.72
=========================================
TOTAL RETURN (A) 4.17%(c) 4.48% 0.20%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000s) $ 42,070 $ 41,212 $ 37,911
Ratio of expenses to average net
assets, exclusive of interest
expense 0.43%(b) 0.69% 0.46%(b)
Ratio of expenses to average net
assets, inclusive of interest
expense 2.26%(b) 1.55% 0.99%(b)
Ratio of expenses to average net
assets before expense waivers,
inclusive of interest expense 2.31%(b) 1.60% 1.05%(b)
Ratio of net investment income to
average net assets 4.50%(b) 3.93% 3.93%(b)
Portfolio turnover 230.24%(c) 419.77% 322.22%(c)
</Table>
- --------------------------------------------------------------------------------
(a) Total return assumes dividend reinvestment and would have been lower had
certain expenses not been waived.
(b) Annualized.
(c) Not annualized.
* Commencement of Operations.
See accompanying Notes to Financial Statements.
34
<Page>
- --------------------------------------------------------------------------------
TIFF SHORT-TERM FUND -- FINANCIAL HIGHLIGHTS
<Table>
<Caption>
Six Months
Ended Year Year Year Year Year
6/30/05 Ended Ended Ended Ended Ended
(unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00
For a share outstanding
throughout each period
Net asset value,
beginning of period $ 9.79 $ 9.83 $ 9.97 $ 10.02 $ 10.00 $ 9.94
------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income 0.13 0.12 0.16 0.24 0.47 0.60
Net realized and
unrealized gain (loss)
on investments (0.01) (0.03) (0.07) (0.03) 0.04 0.06
------------------------------------------------------------------
Total from investment
operations 0.12 0.09 0.09 0.21 0.51 0.66
------------------------------------------------------------------
LESS DISTRIBUTIONS FROM
Net investment income (0.13) (0.13) (0.23) (0.24) (0.47) (0.60)
Net realized gains -- -- -- -- (0.02) --
Return of capital -- -- -- (0.02) (0.00)# --
------------------------------------------------------------------
Total distributions (0.13) (0.13) (0.23) (0.26) (0.49) (0.60)
------------------------------------------------------------------
------------------------------------------------------------------
Net asset value, end of
period $ 9.78 $ 9.79 $ 9.83 $ 9.97 $ 10.02 $ 10.00
==================================================================
TOTAL RETURN 1.23%(d) 0.92%(a) 0.88%(a) 2.11%(a) 5.29%(a) 6.86%(a)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000s) $113,781 $ 91,073 $128,660 $171,209 $ 93,882 $ 76,835
Ratio of expenses to
average net assets 0.26%(c) 0.31% 0.35% 0.35% 0.35% 0.35%
Ratio of expenses to
average net assets
before expense waivers 0.26%(c) 0.36% 0.39% 0.38% 0.40% 0.43%
Ratio of net investment
income to average net
assets 2.64%(c) 1.19% 1.76% 2.30% 4.75% 6.07%
Portfolio turnover 0.00%(b) 0.00%(b) 288.22% 87.15% 145.69% 267.48%
</Table>
- --------------------------------------------------------------------------------
(a) Total return assumes dividend reinvestment and in certain periods would
have been lower had certain expenses not been waived.
(b) Due to change in investment policies the fund no longer purchases or sells
securities with greater than one year to maturity; therefore under SEC
rules for the calculation of portfolio turnover, the transactions entered
into by the fund do not count as portfolio turnover.
(c) Annualized.
(d) Not annualized.
# Rounds to less than $0.01.
See accompanying Notes to Financial Statements.
35
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
1. ORGANIZATION
TIFF Investment Program, Inc. ("TIP") was organized as a Maryland corporation on
December 23, 1993, and is registered under the Investment Company Act of 1940,
as amended, as an open-end, management investment company. TIP currently has
five active funds: TIFF Multi-Asset Fund ("Multi-Asset"), TIFF International
Equity Fund ("International Equity"), TIFF US Equity Fund ("US Equity"), TIFF
Government Bond Fund ("Government Bond"), and TIFF Short-Term Fund
("Short-Term"), collectively referred to as the "funds."
INVESTMENT OBJECTIVES
<Table>
<Caption>
------------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVES
------------------------------------------------------------------------------------------------------
Attain a growing stream of current income and
appreciation of principal that at least offsets
Multi-Asset inflation.
Attain appreciation of principal that at least
International Equity offsets inflation.
Attain a growing stream of current income and
appreciation of principal that at least offsets
US Equity inflation.
Government Bond Attain as high a rate of current income as is
consistent with maintaining liquidity and to
provide a hedge against deflation-induced declines
in common stock prices and dividend streams.
Short-Term Attain as high a rate of current income as is
consistent with ensuring that the fund's risk of
principal loss does not exceed that of a portfolio
invested in six-month US Treasury bills.
</Table>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of asset and
liabilities, the reported amounts of increases and decreases in net assets from
operations during the reported period, and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could differ
from these estimates.
VALUATION OF INVESTMENTS
Securities listed on a securities exchange for which market quotations are
readily available are generally valued at their last quoted sales price on the
principal exchange on which they are traded on the valuation date or, if there
is no such reported sale on the valuation date, at the most recently quoted bid
price, or asked price in the case of securities sold short. Debt securities are
valued at prices that reflect broker/dealer-supplied valuations or are obtained
from independent pricing services and are deemed representative of market values
at the close. Unlisted securities or securities for which over-the-counter
market quotations are readily available are valued at the latest bid price.
Short-term debt securities having a remaining maturity of 60 days or less are
valued at amortized cost, which approximates fair value, or by amortizing their
value on the 61st day prior to maturity if their term to maturity at the date of
purchase was greater than 60 days. Exchange-traded and over-the-counter options
and futures contracts are valued at the closing settlement price or, if there
were no sales that day for a particular position, at the closing bid price
(closing ask price in the case of open future and option sales contracts).
Forward foreign currency exchange contracts are valued at their respective fair
market values. Investments in other open-end funds or trusts are valued at their
closing net asset value per share on valuation date, which represents their
redeemable value.
Events affecting the values of certain portfolio securities that occur between
the close of trading on the principal market for such securities (foreign
exchanges and over-the-counter markets) and the time at which net asset value of
the funds is determined may be reflected in the funds' calculation of the net
asset value if the funds' valuation committee believes that the particular event
would materially affect net asset value. The funds also employ a fair value
model to adjust prices of foreign securities.
Certain funds invest in private investment funds formed for the purpose of
earning returns from alternative investment strategies. Private investment
interests held by the funds are generally not securities for which market
quotations are readily available. Rather, such interests generally can be sold
back to the private investment fund only at specified intervals or on specified
dates. The TIP board of directors has approved valuation procedures pursuant to
which the fund values its interests in private investment funds at "fair value."
In accordance with these procedures, fair value of private investment interests
ordinarily is based on the "estimated" value of the private investment fund, as
provided to the fund by the management of the private investment fund. Fair
value is intended to represent a good faith approximation of the amount that the
fund could reasonably expect to receive from the private investment fund if the
fund's interest in the private investment were sold at the time of valuation,
based on information reasonably available at the time valuation is made and that
the fund believes is reliable. In the unlikely event that the private investment
fund does not provide a value to the fund on a timely basis, the fund would
determine the fair value of that private investment fund based on the most
recent estimated value provided by the management of the private investment, as
well as any other relevant information reasonably available at the time the fund
values its portfolio. The fair values of the private investment funds are based
on available information and do not necessarily represent the amounts that might
ultimately be realized, which depend on future circumstances and cannot be
reasonably determined until the investment is actually liquidated.
Securities for which market quotations are not readily available are valued at
their fair value as determined in good faith under procedures established by
TIP's board of directors. Such procedures use fundamental valuation methods
which include, but are not limited to, the analysis of the effect of any
restrictions on the resale of the security, industry analysis and trends,
significant changes in the issuer's financial position, and any other event
which could have a significant impact on the value of the security.
Determination of fair value involves subjective judgment as the actual
36
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
market value of a particular security can be established only by negotiations
between the parties in a sales transaction, and the difference between the
recorded fair value and the value that would be received in a sale could be
significant. At June 30, 2005, the aggregate amount of securities fair valued,
including the private investment funds referenced above, were as follows:
<Table>
<Caption>
-----------------------------------------------------------------------
FUND AMOUNT % OF NET ASSETS
-----------------------------------------------------------------------
Multi-Asset $172,357,347 19.86%
International Equity 16,125,703 7.83%
US Equity 51,679,304 22.56%
</Table>
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME
Securities transactions are recorded on the trade date (the date on which the
buy or sell order is executed). Interest income and expenses are recorded on an
accrual basis. The funds accrete discount or amortize premium using the
yield-to-maturity method on a daily basis, except for mortgage-backed securities
that record paydowns. The funds recognize paydown gains and losses for such
securities and reflect them in investment income. Dividend income is recorded on
the ex-dividend date, except certain dividends from foreign securities that are
recorded as soon after the ex-dividend date as the funds, using reasonable
diligence, become aware of such dividends. Non-cash dividends, if any, are
recorded at the fair market value of the securities received. The funds use the
specific identification method for determining realized gain or loss on sales of
securities and foreign currency transactions.
INCOME TAXES
There is no provision for federal income or excise tax since each fund has
elected to be taxed as a regulated investment company ("RIC") and intends to
comply with the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to RICs and to distribute all of its
taxable income. The funds may be subject to foreign taxes on income, gains on
investments, or currency repatriation. The funds accrue such taxes, as
applicable, as a reduction from the related income and realized and unrealized
gain as and when such income is earned and gains are recognized.
EXPENSES
Expenses directly attributable to a fund are charged to that fund's operations;
expenses that are applicable to all funds are allocated among them based on
their relative average daily net assets.
DIVIDENDS TO MEMBERS
It is the policy of all funds to declare dividends according to the following
schedule:
<Table>
<Caption>
---------------------------------------------------------------------------
DIVIDENDS FROM NET CAPITAL GAINS
FUND INVESTMENT INCOME DISTRIBUTIONS
---------------------------------------------------------------------------
Multi-Asset Quarterly Annually
International Equity Semi-annually Annually
US Equity Quarterly Annually
Government Bond Monthly Annually
Short-Term Monthly Annually
</Table>
The Multi-Asset Fund has adopted a managed distribution policy that aims, on a
best efforts basis, to distribute approximately 5% of its net assets in the form
of dividends and distributions each year. Pursuant to this policy, the fund may
make distributions that are ultimately characterized as return of capital.
Dividends from net short-term capital gains and net long-term capital gains of
each fund, if any, are normally declared and paid in December, but each fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Code. To the extent that a net realized capital gain could
be reduced by a capital loss carryover, such gain will not be distributed.
Dividends and distributions are recorded on the ex-dividend date.
Dividends and distributions from net investment income and net realized capital
gains are determined in accordance with federal income tax regulations, which
may differ from accounting principles generally accepted in the United States of
America. These "book/tax" differences are considered either temporary or
permanent in nature. To the extent these differences are permanent in nature,
such amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassification.
FOREIGN CURRENCY TRANSLATION
The books and records of the funds are maintained in US dollars. Foreign
currency amounts are translated into US dollars on the following basis:
(i) the foreign currency value of investments and other assets and liabilities
denominated in foreign currency are translated at the closing rate of
exchange on the valuation date and
37
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
(ii) purchases and sales of investments, income, and expenses are translated at
the rate of exchange prevailing on the respective dates of such
transactions.
The resulting net unrealized foreign currency gain or loss is included in the
Statement of Operations.
The funds do not generally isolate that portion of the results of operations
arising as a result of changes in the foreign currency exchange rates from the
fluctuations arising from changes in the market prices of securities.
Accordingly, such foreign currency gain (loss) is included in net realized and
unrealized gain (loss) on investments. However, the funds do isolate the effect
of fluctuations in foreign exchange rates when determining the gain or loss upon
the sale or maturity of foreign currency-denominated debt obligations pursuant
to US federal income tax regulations; such amount is categorized as foreign
currency gain or loss for income tax reporting purposes.
Net realized gains and losses from foreign currency-related transactions
represent net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses realized
between the trade and settlement dates on securities transactions, and the
difference between the amount of net investment income accrued and the US dollar
amount actually received.
FORWARD CURRENCY CONTRACTS
The funds may enter into forward currency contracts in connection with settling
planned purchases or sales of securities or to hedge the currency exposure
associated with some or all of the fund's portfolio securities. A forward
currency contract is an agreement between two parties to buy or sell a currency
at a set price on a future date. The market value of a forward currency contract
fluctuates with changes in forward currency exchange rates. Forward currency
contracts are marked to market daily, and the change in value is recorded by the
funds as an unrealized gain or loss. When a forward currency contract is
extinguished through delivery or by entry into a closing contract, the funds
record a realized gain or loss on foreign currency-related transactions equal to
the difference between the value of the contract at the time of purchase and the
value of the contract at the time it was extinguished. These contracts may
involve market risk in excess of the unrealized gain or loss reflected in the
fund's Statement of Assets and Liabilities. In addition, the funds could be
exposed to risk if the counterparties are unable to meet the terms of the
contracts or if the value of the currency changes unfavorably to the US dollar.
Appendix B of the Notes to Financial Statements details each fund's outstanding
forward currency contracts at June 30, 2005.
FINANCIAL FUTURES CONTRACTS
The funds may enter into trading financial futures contracts. A financial
futures contract is an agreement to purchase (long) or sell (short) an agreed
amount of securities at a set price for delivery at a future date. The funds are
exposed to market risk as a result of changes in the value of the underlying
financial instruments. Investments in financial futures require a fund to "mark
to market" on a daily basis, which reflects the change in the market value of
the contract at the close of each day's trading. Accordingly, variation margin
payments are made to or received from the broker in the amount of daily
unrealized gains or losses. When the contracts are closed, the fund recognizes a
realized gain or loss in the Statement of Operations. These investments require
initial margin deposits which consist of cash or cash equivalents, equal to
approximately 5%-10% of the contract amount.
Each fund may use futures contracts to manage its exposure to the stock and bond
markets and to fluctuations in currency values. Futures contracts are primarily
used to increase or decrease the funds' exposure to the underlying instrument or
hedge other fund investments. Futures contracts involve, to varying degrees,
risk of loss in excess of the variation margin included in the Statement of
Assets and Liabilities. Losses may arise from changes in the value of the
underlying instrument, an illiquid secondary market for the contracts, or
counterparties not performing under the contract terms. Futures contracts are
valued at the settlement price established each day by the board of trade or
exchange on which they are traded.
Appendix C of the Notes to Financial Statements details each fund's open futures
contracts at June 30, 2005.
SHORT SELLING
The funds may sell securities they do not own in anticipation of a decline in
the market price of such securities or in order to hedge portfolio positions.
The fund will generally borrow the security sold in order to make delivery to
the buyer. Upon entering into a short position, the fund records the proceeds as
a deposit with broker in its Statement of Assets and Liabilities and establishes
an offsetting liability for the securities sold under the short sale agreement.
The cash is retained by the fund's broker as collateral for the short position.
The liability is marked to market while it remains open to reflect the current
settlement obligation. Until the security is replaced, the fund is required to
pay the lender any dividend or interest earned. Such payments are recorded as
expenses to the fund. When a closing purchase is entered into by the fund, a
gain or loss equal to the difference between the proceeds originally received
and the purchase cost is realized.
In "short selling," a fund sells borrowed securities which must at some date be
repurchased and returned to the lender. If the market value of securities sold
short increases, the fund may realize losses upon repurchase in amounts which
may exceed the liability on the Statement of Assets and Liabilities. Further, in
unusual circumstances, the fund may be unable to repurchase securities to close
its short position except at prices significantly above those previously quoted
in the market.
38
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
OPTIONS
When a fund purchases an option, an amount equal to the premium paid by the fund
is included in the fund's Statement of Assets and Liabilities as an investment
and subsequently marked to market to reflect the current market value of the
option purchased. The current market value of a purchased option is the last
sale price on the market on which it is principally traded. If the purchased
option expires, the fund realizes a loss in the amount of the premium originally
paid. If the fund enters into a closing sale transaction, it realizes a gain or
loss, depending on whether the proceeds from the sale are greater or less than
the cost of the option.
If the fund exercises a call option, the cost of the securities acquired by
exercising the call option is increased by the premium paid to buy the call
option. If the fund exercises a put option, it realizes a gain or loss from the
sale of the underlying security, and the proceeds from such sale are decreased
by the premium originally paid. The risk associated with purchasing options is
limited to the premium originally paid.
When a fund writes an option, an amount equal to the premium received by the
fund is included in the fund's Statement of Assets and Liabilities as a
liability and subsequently marked to market to reflect the current value of the
option written. The current market value of a written option is the last sale
price on the market on which it is principally traded. If the written option
expires, the fund realizes a gain in the amount of the premium received. If the
fund enters into a closing transaction, it recognizes a gain or loss, depending
on whether the cost of the purchase is less than or greater than the premium
received.
If a written call option is exercised, the proceeds from the security sold are
increased by the premium received. If a put option is exercised, the cost basis
of the security purchased by the fund is reduced by the premium received. The
fund as a writer of an option has no control over whether the underlying
securities may be sold (call) or purchased (put), and as a result bears the
market risk of an unfavorable change in the price of the security underlying the
written option. Written options present risk of loss in excess of related
amounts shown on the Statement of Assets and Liabilities.
Each fund may use option contracts to manage its exposure to the stock and bond
markets and to fluctuations in interest rates and currency values. Option
contracts are primarily used to increase or decrease the fund's exposure to the
underlying instrument and may serve as hedges for other fund investments.
INTEREST ONLY SECURITIES
Interest only securities (IOs) entitle the holder to the interest payments in a
pool of mortgages, Treasury bonds, or other bonds. If the underlying mortgage
assets experience greater than anticipated prepayments of principal, a portfolio
may fail to recoup fully its initial investment in an IO. The fair market value
of these securities is volatile in response to changes in interest rates.
DOLLAR ROLL TRANSACTIONS
The funds may enter into dollar roll transactions with financial institutions to
take advantage of opportunities in the mortgage backed securities market. A
dollar roll transaction involves a simultaneous sale by the fund of securities
that it holds with an agreement to repurchase substantially similar securities
at an agreed upon price and date, but generally will be collateralized at time
of delivery by different pools of mortgages with different prepayment histories
than those securities sold. During the period between the sale and repurchase,
the fund will not be entitled to receive interest and principal payments on the
securities sold. Dollar roll transactions involve risk that the market value of
the security to be repurchased by the fund may decline below the repurchase
price of the security.
SWAP AGREEMENTS
A swap is an agreement that obligates two parties to exchange a series of cash
flows at specified intervals based upon or calculated by reference to changes in
specified prices or rates for a specified amount of an underlying asset. The
payment flows are usually netted against each other, with the difference being
paid by one party to the other. Risks may arise as a result of the failure of
another party to the swap contract to comply with the terms of the swap
contract. The loss incurred by the failure of a counterparty generally is
limited to the net payment to be received by the fund, and/or the termination
value at the end of the contract. Therefore, the fund considers the
creditworthiness of each counterparty to a swap contract in evaluating potential
credit risk. Additionally, risks may arise from unanticipated movements in
interest rates or in the value of the underlying securities or indices.
During the six months ended June 30, 2005, the Multi-Asset Fund entered into
total return swap contracts pursuant to which the fund agrees to exchange the
return on a security for an offsetting interest rate obligation.
The fund records a net receivable or payable and interest for the amount
expected to be received or paid in the period. Fluctuations in the value of
interest rate swap contracts are recorded for financial statement purposes as
unrealized appreciation (depreciation) on investments. The valuation of the swap
is provided by the counterparty.
Appendix G of the Notes to Financial Statements details each fund's open swap
contracts at June 30, 2005.
NET ASSET VALUE
The net asset value per share is calculated on a daily basis by dividing the
assets of each fund, less its liabilities, by the number of outstanding shares
of the fund.
39
<Page>
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
3. INVESTMENT ADVISORY AGREEMENT AND MONEY MANAGER AGREEMENTS
TIP's board of directors has approved investment advisory agreements with TIFF
Advisory Services ("TAS"). Each fund pays TAS a maximum monthly fee calculated
by applying the following annual rates to such fund's average daily net assets
for the month:
<Table>
<Caption>
----------------------------------------------------------------------------------
MULTI- INTERNATIONAL US GOVERNMENT SHORT-
ASSETS ASSET EQUITY EQUITY BOND TERM
----------------------------------------------------------------------------------
On the first $500 million 0.20% 0.15% 0.15% 0.05% 0.03%
On the next $500 million 0.18% 0.13% 0.13% 0.05% 0.03%
On the next $500 million 0.15% 0.11% 0.11% 0.04% 0.02%
On the next $500 million 0.13% 0.09% 0.09% 0.04% 0.02%
On the next $500 million 0.11% 0.07% 0.07% 0.03% 0.01%
On the remainder (> $2.5
billion) 0.09% 0.05% 0.05% 0.03% 0.01%
</Table>
TIP's board of directors has approved money manager agreements with each of the
money managers. Money managers will receive annual management fees equal to a
stated percentage of the value of fund assets under management that is adjusted
upward or downward, proportionately, to reflect actual investment performance
over the applicable time period relative to a chosen benchmark rate of return.
Certain money managers, however, will receive management fees equal to a flat
percentage per annum of the assets under management with a single rate or on a
descending scale.
Appendix A of the Notes to Financial Statements identifies money managers who
provide services to the funds and the minimum, maximum, and effective fee rates
applicable during the six months ended June 30, 2005. Unless otherwise
indicated, the management fee received by a money manager varies based on the
money manager's investment performance.
At December 31, 2004 International Equity Fund acquired a short position in
excess of the fund's fundamental investment limitations. The fund covered the
short position on January 3, 2005. The securities in excess of the limitation
had a realized loss of $10,300, and this amount was reimbursed to the fund by
the investment advisor on February 14, 2005.
During the six months ended June 30, 2005, the investment advisor voluntarily
waived fees of $36,532, $8,645 and $10,653 in the International Equity Fund, US
Equity Fund and Government Bond Fund. There are no recapture agreements in place
for fees that have been waived.
With respect to funds' investments in other registered investment companies,
private investment funds, investment partnerships, and other commingled
investment vehicles, the funds bear their ratable share of each such entity's
expenses and would also be subject to their share of the management and
performance fees, if any, charged by such entity. The funds' share of management
and performance fees charged by such entities is in addition to fees paid by the
respective fund to TAS and money managers.
Pursuant to an Operations Monitoring Agent Agreement, effective August 15, 2003,
EOS Fund Services LLC ("EOS"), an employee of which serves as an officer of TIP,
earns a fee for providing operations monitoring services to TIP as well as to
other investment vehicles offered by TIP's investment advisor according to the
following schedule: 0.02% of the first $3.5 billion of the aggregated average
daily net assets of TIP and the other vehicles, 0.015% thereafter up to $5
billion, 0.01% thereafter up to $7.5 billion, 0.0075% thereafter up to $10
billion, and 0.005% on assets over $10 billion. Pursuant to an Administration
Agreement, effective August 15, 2003, Investors Bank & Trust Company ("IBT")
earns a fee for providing fund administration services to TIP according to the
following schedule: 0.05% of the first $300 million of the average daily net
assets of TIP, 0.03% thereafter up to $3 billion, and 0.025% on assets over $3
billion. IBT also serves as TIP's custodian, accounting, and transfer agent.
Fees paid for services rendered by IBT are based upon assets of TIP and on
transactions entered into by TIP during the period. Fees for such services paid
to IBT by TIP are reflected as administration fees, custodian and accounting
fees, and shareholder recordkeeping fees in the Statement of Operations.
Pursuant to TIP's exemptive order obtained from the Securities and Exchange
Commission, shareholder approval of money manager agreements and material
changes to such agreements is not required. For additional information on the
approval of the investment advisory and money manager agreements see page 53.
4. INVESTMENT TRANSACTIONS
Cost of investment securities purchased and proceeds from sales of investment
securities, other than short-term investments, during the six months ended
June 30, 2005, were as follows:
NON-US GOVERNMENT SECURITIES
<Table>
<Caption>
--------------------------------------------------------------------
FUND PURCHASES SALES
--------------------------------------------------------------------
Multi-Asset $173,307,633 $104,606,242
International Equity 19,050,382 7,498,612
US Equity 35,309,380 65,407,366
</Table>
40
<Page>
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
US GOVERNMENT SECURITIES
<Table>
<Caption>
--------------------------------------------------------------------
FUND PURCHASES SALES
--------------------------------------------------------------------
Multi-Asset $166,711,053 $155,980,065
Government Bond 97,789,515 98,000,492
</Table>
For federal income tax purposes, the cost of securities owned at June 30, 2005,
the aggregate gross unrealized appreciation (depreciation) and the net
unrealized appreciation (depreciation) on securities owned and securities sold
short at June 30, 2005, for each fund are as follows:
<Table>
<Caption>
----------------------------------------------------------------------------------------
NET UNREALIZED
GROSS GROSS APPRECIATION/
FUND APPRECIATION DEPRECIATION (DEPRECIATION) COST
----------------------------------------------------------------------------------------
Multi-Asset $122,983,207 $(8,656,488) $114,326,719 $773,134,355
International Equity 49,594,056 (3,812,203) 45,781,853 153,821,920
US Equity 38,275,653 (5,911,082) 32,364,571 197,413,703
Government Bond 217,697 -- 217,697 63,647,197
Short-Term 4,714 (37,357) (32,643) 112,624,672
</Table>
5. REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
Each fund may enter into repurchase agreements under which a bank or securities
firm that is a primary or reporting dealer in US government securities and
asset-backed securities agrees, upon entering into a contract, to sell US
government securities to a fund and repurchase such securities from such fund at
a mutually agreed upon price and date.
Each fund is also permitted to enter into reverse repurchase agreements under
which a primary or reporting dealer in US government securities purchases US
government securities from a fund and such fund agrees to repurchase the
securities at an agreed upon price and date. The difference between the amount
the fund receives for the securities and the additional amount it pays on
repurchase is deemed to be a payment of interest. Appendix F of the Notes to
Financial Statements details each fund's open reverse repurchase agreements at
June 30, 2005.
Each fund will engage in repurchase and reverse repurchase transactions with
parties approved by the fund's board of directors on the basis of such party's
creditworthiness. Securities pledged as collateral for repurchase agreements are
held by the custodial bank until maturity of the repurchase agreements. In
connection with reverse repurchase agreements, the funds establish segregated
accounts with its custodian in which the funds maintain cash, US government
securities, or other liquid high grade debt obligations in the name of the
counterparty equal in value to its obligation. The funds may also invest in
tri-party repurchase agreements for which securities held as collateral are
maintained in a segregated account by the broker's custodian bank until maturity
of the repurchase agreement. Provisions of the repurchase agreements and the
procedures adopted by the funds require that the market value of the collateral,
including accrued interest thereon, be at least equal to the value of the
securities sold or purchased in order to protect against loss in the event of
default by the counterparty. If the counterparty defaults and the value of the
collateral declines or if the counterparty enters an insolvency proceeding,
realization of the collateral may be delayed or limited.
6. CAPITAL SHARE TRANSACTIONS
As of June 30, 2005, each fund had 500,000,000 shares of $0.001 par value
capital stock authorized. The funds may charge entry or exit fees on
subscriptions or redemptions, respectively. While there are no sales commissions
(loads) or 12b-1 fees, the Multi-Asset Fund assesses entry and exit fees of
0.50% of capital invested or redeemed; the International Equity Fund assesses
entry and exit fees of 0.75%; and the US Equity Fund assesses entry and exit
fees of 0.25%. These fees, which are paid to the funds directly, not to TAS or
other vendors supplying services to the funds, are designed to allocate
transaction costs associated with purchases and redemptions of a fund's shares.
These fees are deducted from the amount invested or redeemed; they cannot be
paid separately. Entry and exit fees may be waived at TAS's discretion when the
purchase or redemption will not result in significant transaction costs for the
affected fund (e.g., for transactions involving in-kind purchases and
redemptions). Such fees are retained by the funds and included in proceeds from
shares sold or deducted from distributions for redemptions. Transactions in
capital stock are listed in Appendix D of the Notes to Financial Statements.
7. DELAYED DELIVERY TRANSACTIONS
The funds may purchase or sell securities on a when-issued or forward commitment
basis. Payment and delivery may take place a month or more after the date of the
transaction. The price of the underlying securities and the date when the
securities will be delivered and paid for are fixed at the time the transaction
is negotiated. The funds identify these securities in their records as
segregated with a value at least equal to the amount of the purchase commitment.
The Multi-Asset Fund enters into "TBA" (to be announced) purchase commitments to
purchase mortgage-backed securities for a fixed unit price at a future date
beyond customary settlement time. Although the unit price has been established,
the principal value has not been finalized. However, the principal amount
delivered will not differ more than 0.01% from the commitment. TBA purchase
commitments may be considered securities in themselves and involve a risk of
loss if the value of the security to be purchased declines prior to the
settlement date, which risk is in addition to the risk of decline in the value
of the funds' other assets. Unsettled TBA purchase commitments are valued at the
current market value of the underlying securities, generally according to the
procedures described under VALUATION OF INVESTMENTS above. Risks may arise upon
entering into these contracts from the potential inability of counterparties to
meet the terms of their contracts.
41
<Page>
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
Although the fund will generally enter into TBA purchase commitments with the
intention of acquiring securities for their portfolio, the fund may dispose of a
commitment prior to settlement if the funds' money managers deem it appropriate
to do so.
The Multi-Asset Fund enters into TBA sale commitments to hedge the portfolio or
to sell mortgage-backed securities the fund owns under delayed delivery
arrangements. Proceeds of TBA sale commitments are not received until the
contractual settlement date. During the time a TBA sale commitment is
outstanding, equivalent deliverable securities, or an offsetting TBA purchase
commitment (deliverable on or before the sale commitment date), are held as
"cover" for the transaction.
Unsettled TBA sale commitments are valued at the current market value of the
underlying securities, generally according to the procedures described under
VALUATION OF INVESTMENTS above. The contract is marked to market daily, and the
change in market value is recorded by the fund as an unrealized gain or loss. If
the TBA sale commitment is closed through the acquisition of an offsetting
purchase commitment, the fund realizes a gain or loss on the commitment without
regard to any unrealized gain or loss on the underlying security. If the fund
delivers securities under the commitment, the fund realizes a gain or loss from
the sale of the securities upon the unit price established at the date the
commitment was entered into.
8. CONCENTRATION OF RISKS
The funds may engage in transactions with counterparties, including but not
limited to repurchase and reverse repurchase agreements, forward contracts,
futures and options, and interest rate, total return, and currency swaps. A fund
may be subject to various delays and risks of loss if the counterparty becomes
insolvent or is otherwise unable to meet its obligations.
The Multi-Asset, International Equity, and US Equity Funds invest in private
investment funds that entail liquidity risk to the extent they are difficult to
sell or convert to cash quickly at favorable prices.
The Multi-Asset Fund invests in fixed income securities issued by banks and
other financial companies, the market values of which may change in response to
interest rate changes. Although these funds generally maintain diversified
portfolios, the ability of the issuers of the respective funds' portfolio
securities to meet their obligations may be affected by changing business and
economic conditions in a specific industry, state, or region.
The Multi-Asset, International Equity, and US Equity Funds invest in securities
of foreign issuers in various countries. These investments may involve certain
considerations and risks not typically associated with investments in the United
States, a result of, among other factors, the possibility of future political
and economic developments and the level of governmental supervision and
regulation of securities markets in the respective countries. While the funds'
investment in emerging markets debt securities is limited, the yields of these
obligations reflect perceived credit risk.
9. FUNDAMENTAL MEMBERS
The schedule below shows the number of members each owning 10% or more of a fund
and the total percentage of the fund held by such members as of June 30, 2005.
<Table>
<Caption>
----------------------------------------------------------------
FUND NUMBER % OF FUND HELD
----------------------------------------------------------------
International Equity 1 40
US Equity 3 37
Government Bond 3 74
Short-Term 3 50
</Table>
From time to time, a fund may have members that hold significant portions of the
respective fund's outstanding shares. Investment activities of such members
could have a material impact on those funds.
10. RESTRICTED SECURITIES
Restricted securities that were held by the funds at June 30, 2005, were valued
in accordance with the VALUATION OF INVESTMENTS section as described in Note 2.
Such securities generally may be sold only in a privately negotiated transaction
with a limited number of purchasers. Each fund will bear any costs incurred in
connection with the disposition of such securities.
Appendix E of the Notes to Financial Statements details each fund's restricted
securities at June 30, 2005.
11. RESTATEMENT OF FINANCIAL INFORMATION
As a result of a revision to money manager performance fees in Multi-Asset Fund,
certain amounts for the year ended December 31, 2003 have been restated from
what was previously reported. Net investment income for the fund decreased by
$67,614, with a corresponding increase to expenses. The reclassification has no
impact on net asset value per share.
42
<Page>
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX A
MONEY MANAGER FEE AS PERCENT OF ASSETS MANAGED
FOR THE SIX MONTHS ENDED JUNE 30, 2005
<Table>
<Caption>
EFFECTIVE
MINIMUM MAXIMUM FEE RATE*
TIFF MULTI-ASSET FUND
Aronson+Johnson+Ortiz, LP (a) 0.10 0.80 0.65
Marathon Asset Management, LLP (a) 0.15 1.60 0.45
Mondrian Investment Partners
Limited 0.30 0.50 0.42
K.G. Redding & Associates, LLC
(a)(d) 0.50 2.50 3.35
Smith Breeden Associates, Inc. (a) 0.10 0.85 0.16
Wellington Management Company, LP 0.35 0.45 0.43
TIFF INTERNATIONAL EQUITY FUND
Marathon Asset Management, LLP
(a)(e) 0.15 1.60 0.70
Mondrian Investment Partners
Limited 0.33 0.55 0.50
TIFF US EQUITY FUND
Aronson+Johnson+Ortiz, LP (a)(e) 0.10 0.80 0.57
Martingale Asset Management, LLP
(b) (c) 0.05 0.10 0.09
Shapiro Capital Management
Company, Inc. (a)(e) 0.50 0.95 0.85
Westport Asset Management, Inc.
(a)(e) 0.15 2.00 0.14
TIFF GOVERNMENT BOND FUND
Smith Breeden Associates, Inc.
(a)(e) 0.10 0.85 0.08
</Table>
- -------------
(a) Money manager receives a fee that includes a performance component. The
effective fee may fall outside of the minimum/maximum range because
performance fees are based on assets and performance from a period prior to
when they are accrued.
(b) Money manager receives a fee based on assets of the entire fund.
(c) The money manager was defunded during the period. The effective fee rate is
based on the period prior to defunding and is annualized.
(d) Fees paid in 2005 include the final two months of the money manager's
transitional performance fee accrual, which takes into account the money
manager's outperformance against its benchmark over a twelve month period.
(e) A portion of the manager's fee was paid by TAS.
* Annualized.
43
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX B
OPEN FORWARD CURRENCY CONTRACTS AS OF JUNE 30, 2005
<Table>
<Caption>
CONTRACT US DOLLAR FOREIGN CURRENCY UNREALIZED APPRECIATION/
AMOUNT DESCRIPTION RECEIVABLE/(PAYABLE) RECEIVABLE/(PAYABLE) (DEPRECIATION)
MULTI-ASSET FUND
BUY CONTRACTS
9,947,742 Euro settling on 09/14/05 $(12,113,564) $12,075,032 $(38,532)
SELL CONTRACTS
British Pound settling on
4,860,000 07/29/05 9,126,115 (8,703,406) 422,709
--------
$384,177
========
INTERNATIONAL EQUITY FUND
BUY CONTRACTS
11,221,106 Euro settling on 09/14/05 $(13,646,771) $13,620,701 $(26,070)
SELL CONTRACTS
British Pound settling on
3,061,500 07/29/05 5,812,594 (5,482,608) 329,986
--------
$303,916
========
</Table>
44
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX C
OPEN FINANCIAL FUTURES CONTRACTS AS OF JUNE 30, 2005
<Table>
<Caption>
UNREALIZED
NUMBER OF COST/ VALUE AT APPRECIATION/
CONTRACTS TYPE (PROCEEDS) JUNE 30, 2005 (DEPRECIATION)
MULTI-ASSET FUND
LONG FINANCIAL FUTURES CONTRACTS
36 July 2005 CAC40 $ 1,826,145 $ 1,845,975 $ 19,830
September 2005 Swiss Market
74 Index 3,613,067 3,611,334 (1,733)
68 September 2005 Topix Index 7,043,619 7,207,472 163,853
243 September 2005 S&P 500 Index 73,602,125 72,626,625 (975,500)
September 2005 S&P TSE 60
35 Index 3,143,370 3,178,233 34,863
37 September 2005 Canadian Dollar 2,958,888 3,020,310 61,422
71 September 2005 Swiss Franc 7,123,963 6,966,875 (157,088)
11 September 2005 S&P MIB Index 2,155,049 2,158,377 3,328
101 September 2005 FTSE 100 Index 9,115,235 9,271,833 156,598
18 September 2005 DAX Index 2,490,791 2,518,303 27,512
582 September 2005 MSCI Pan Euro 13,270,563 13,305,634 35,071
274 September 2005 Japanese Yen 32,160,750 31,140,100 (1,020,650)
September 2005 10-Year US
4 Treasury Note 455,669 453,875 (1,794)
-----------
(1,654,288)
-----------
SHORT FINANCIAL FUTURES CONTRACTS
September 2005 2-Year US
6 Treasury Note $ (1,245,699) $ (1,246,125) $ (426)
September 2005 90-Day
3 Eurodollar (723,064) (721,125) 1,939
35 September 2005 US Long Bond (4,142,340) (4,156,250) (13,910)
September 2005 5-Year US
5 Treasury Note (545,781) (544,453) 1,328
September 2005 10-Year US
75 Treasury Note (8,453,439) (8,510,156) (56,717)
December 2005 90-Day
3 Eurodollar (719,578) (720,225) (647)
3 March 2006 90-Day Eurodollar (719,814) (720,075) (261)
3 June 2006 90-Day Eurodollar (718,414) (719,963) (1,549)
September 2006 90-Day
3 Eurodollar (717,165) (719,850) (2,685)
December 2006 90-Day
3 Eurodollar (715,965) (719,663) (3,698)
3 March 2007 90-Day Eurodollar (714,952) (719,588) (4,636)
3 June 2007 90-Day Eurodollar (713,952) (719,400) (5,448)
September 2007 90-Day
3 Eurodollar (713,040) (719,250) (6,210)
December 2007 90-Day
1 Eurodollar (239,509) (239,662) (153)
1 March 2008 90-Day Eurodollar (239,422) (239,625) (203)
1 June 2008 90-Day Eurodollar (239,309) (239,550) (241)
September 2008 90-Day
1 Eurodollar (239,184) (239,462) (278)
December 2008 90-Day
1 Eurodollar (239,034) (239,350) (316)
1 March 2009 90-Day Eurodollar (238,947) (239,288) (341)
1 June 2009 90-Day Eurodollar (238,822) (239,200) (378)
September 2009 90-Day
1 Eurodollar (238,702) (239,113) (411)
December 2009 90-Day
1 Eurodollar (238,547) (238,988) (441)
-----------
(95,682)
-----------
$(1,749,970)
===========
INTERNATIONAL EQUITY FUND
LONG FINANCIAL FUTURES CONTRACTS
56 July 2005 CAC40 $ 2,862,673 $ 2,871,517 $ 8,844
September 2005 Swiss Market
41 Index 2,003,435 2,000,874 (2,561)
44 September 2005 Topix Index 4,557,635 4,663,659 106,024
September 2005 S&P TSE 60
78 Index 7,005,226 7,082,920 77,694
80 September 2005 Canadian Dollar 6,397,599 6,530,400 132,801
56 September 2005 Swiss Franc 5,618,900 5,495,000 (123,900)
50 September 2005 British Pound 5,681,250 5,582,188 (99,062)
5 September 2005 S&P MIB Index 981,837 981,081 (756)
13 September 2005 DAX Index 1,807,273 1,818,775 11,502
</Table>
45
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX C (CONTINUED)
<Table>
<Caption>
UNREALIZED
NUMBER OF COST/ VALUE AT APPRECIATION/
CONTRACTS TYPE (PROCEEDS) JUNE 30, 2005 (DEPRECIATION)
323 September 2005 MSCI Pan Euro $ 7,364,773 $ 7,384,398 $ 19,625
85 September 2005 Japanese Yen 9,976,875 9,660,250 (316,625)
-----------
$ (186,414)
-----------
US EQUITY FUND
LONG FINANCIAL FUTURES CONTRACTS
336 September 2005 S&P 500 Index $102,075,138 $100,422,000 $(1,653,138)
-----------
SHORT FINANCIAL FUTURES CONTRACTS
September 2005 Midcap 400
29 Index $(10,004,275) $ (9,981,075) $ 23,200
September 2005 Russell 2000
79 Index (25,488,375) (25,402,450) 85,925
-----------
109,125
-----------
$(1,544,013)
===========
</Table>
46
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX D
CAPITAL SHARE TRANSACTIONS
<Table>
<Caption>
SIX MONTHS ENDED JUNE 30, 2005 YEAR ENDED DECEMBER 31, 2004
SHARES AMOUNT SHARES AMOUNT
MULTI-ASSET FUND
Shares Sold 10,509,407 $151,237,589 16,428,996 $ 226,013,207
Shares Reinvested 357,600 5,196,541 2,278,317 31,982,668
Entry Fee -- 759,977 -- 1,132,705
Exit Fee -- 58,556 -- 78,571
---------- ------------ ----------- -------------
Subtotal 10,867,007 157,252,663 18,707,313 259,207,151
Shares Redeemed (817,744) (11,711,252) (1,155,371) (15,814,523)
---------- ------------ ----------- -------------
Net Increase 10,049,263 $145,541,411 17,551,942 $ 243,392,628
---------- ------------ ----------- -------------
INTERNATIONAL EQUITY FUND
Shares Sold 1,151,620 $ 15,395,844 1,765,931 $ 21,148,740
Shares Reinvested 152,101 2,003,167 311,505 3,771,130
Entry Fee -- 116,341 -- 159,814
Exit Fee -- 34,498 -- 208,242
---------- ------------ ----------- -------------
Subtotal 1,303,721 17,549,850 2,077,436 25,287,926
Shares Redeemed (343,262) (4,599,701) (2,499,751) (27,765,522)
---------- ------------ ----------- -------------
Net Increase (Decrease) 960,459 $ 12,950,149 (422,315) $ (2,477,596)
---------- ------------ ----------- -------------
US EQUITY FUND
Shares Sold 664,401 $ 9,409,976 1,979,073 $ 26,465,253
Shares Reinvested 67,700 949,392 69,249 971,286
Entry Fee -- 24,711 -- 66,329
Exit Fee -- 28,619 -- 138,162
---------- ------------ ----------- -------------
Subtotal 732,101 10,412,698 2,048,322 27,641,030
Shares Redeemed (837,891) (11,990,333) (4,152,411) (55,265,206)
---------- ------------ ----------- -------------
Net Decrease (105,790) $ (1,577,635) (2,104,089) $ (27,624,176)
---------- ------------ ----------- -------------
GOVERNMENT BOND FUND
Shares Sold 978,755 $ 9,462,181 1,567,824 $ 15,337,361
Shares Reinvested 85,385 834,178 88,359 859,828
---------- ------------ ----------- -------------
Subtotal 1,064,140 10,296,359 1,656,183 16,197,189
Shares Redeemed (1,054,320) (10,264,979) (1,334,820) (12,946,974)
---------- ------------ ----------- -------------
Net Increase 9,820 $ 31,380 321,363 $ 3,250,215
---------- ------------ ----------- -------------
SHORT-TERM FUND
Shares Sold 10,957,842 $107,337,510 15,530,979 $ 152,583,665
Shares Reinvested 128,293 1,255,736 122,207 1,199,051
---------- ------------ ----------- -------------
Subtotal 11,086,135 108,593,246 15,653,186 153,782,716
Shares Redeemed (8,755,639) (85,819,428) (19,445,181) (191,039,984)
---------- ------------ ----------- -------------
Net Increase (Decrease) 2,330,496 $ 22,773,818 (3,791,995) $ (37,257,268)
---------- ------------ ----------- -------------
</Table>
47
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX E
RESTRICTED SECURITIES AS OF JUNE 30, 2005
The following restricted securities were held by the funds as of June 30, 2005,
and were valued in accordance with the VALUATION OF INVESTMENTS as described in
Note 2. Such securities generally may be sold only in a privately negotiated
transaction with a limited number of purchasers. Each fund will bear any costs
incurred in connection with the disposition of such securities.
<Table>
<Caption>
INVESTMENT DATE OF ACQUISITION COST
MULTI-ASSET FUND Bessent Global Fund, LP 07/31/03-07/31/04 $ 7,000,000
Canyon Value Realization Fund, LP 06/01/96-06/30/03 13,797,935
Extra Space Storage, Inc. REIT 06/21/05 704,481
Farallon Capital Institutional
Partners, LP 04/01/95-12/31/97 7,746,138
Freeman Fair Value Fund I, LP 09/30/04 40,000,000
Gramercy Capital Corp. 12/03/04 1,925,605
Lone Picea, LP, Class D 01/02/03 2,279,000
Lone Picea, LP, Class B 01/03/05 1,617,000
Lone Redwood, LP 12/31/97 3,685,394
Maverick Fund USA, Ltd. 12/31/02-08/31/04 20,000,000
OZ Domestic Partners, LP 12/31/01-09/30/03 9,000,000
People's Choice Financial Corp.
(144A) 12/22/04 714,000
Regiment Capital Ltd. 06/30/03 6,000,000
Tosca 12/30/03-7/31/04 11,000,000
INTERNATIONAL EQUITY FUND Bessent Global Fund, LP 05/31/03-08/01/03 $ 3,880,670
Lansdowne UK Equity Fund Limited 05/31/03 4,000,000
Tosca 07/01/04 4,700,000
US EQUITY FUND Adage Capital Partners, LP 12/31/01-12/31/04 $27,363,694
Freeman Fair Value Fund I, LP 09/30/04-12/31/04 18,000,000
Gotham Partners, LP 12/31/96-06/26/97 660,814
</Table>
At June 30, 2005, the aggregate market value of restricted securities was:
Multi-Asset Fund -- $172,141,073 (19.8% of net assets); International Equity
Fund -- $16,125,702 (7.8% of net assets); US Equity Fund -- $51,679,304 (22.6%
of net assets). All of the above listed securities are illiquid, with the
exception of Freeman Fair Value Fund I, LP, and Multi-Asset Fund's holdings of
Bessent Global Fund, LP and Canyon Value Realization Fund, LP, which the board
of directors deemed to be liquid. Other than People's Choice Financial Corp.,
the above list does not include other securities registered under Rule 144A of
the Securities Act of 1933. These securities may also be deemed to be
restricted.
48
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX F
REVERSE REPURCHASE AGREEMENTS AS OF JUNE 30, 2005
MULTI-ASSET FUND
<Table>
<Caption>
FACE MARKET
DESCRIPTION VALUE VALUE
Bear Stearns, 3.17%, dated 06/28/05, to
be repurchased on 07/05/05, at face
value, plus accrued interest $ 7,464,250 $ 7,466,222
Morgan Stanley Dean Witter, 2.40%, dated
06/01/05, to be repurchased on
07/01/05, at face value, plus accrued
interest 14,925,000 14,954,850
Morgan Stanley Dean Witter, Variable
Rate, 2.25%, dated 06/22/05, to be
repurchased on 12/31/50, at face
value, plus accrued interest 11,152,955 11,159,352
-----------
Total reverse repurchase agreements $33,580,424
===========
Average balance outstanding $34,786,926
Average interest rate 2.28%
Maximum face value outstanding $37,833,929
</Table>
Average balance outstanding was calculated based on daily
balances outstanding during the period that the fund had entered
into reverse repurchase agreements.
GOVERNMENT BOND FUND
<Table>
<Caption>
FACE MARKET
DESCRIPTION VALUE VALUE
Morgan Stanley Dean Witter, Variable
Rate, 2.40%, dated 06/01/05, to be
repurchased on 07/01/05, at face
value, plus accrued interest $19,900,000 $19,939,800
Morgan Stanley Dean Witter, Variable
Rate, 2.80%, dated 06/30/05, to be
Repurchased on 07/01/05, at face
value, plus accrued interest 1,995,000 1,995,155
-----------
Total reverse repurchase agreements $21,934,955
===========
Average balance outstanding $41,080,352
Average interest rate 1.99%
Maximum face value outstanding $47,215,885
</Table>
Average balance outstanding was calculated based on daily
balances outstanding during the period that the fund had entered
into reverse repurchase agreements.
49
<Page>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005
APPENDIX G
SWAP AGREEMENTS AS OF JUNE 30, 2005
MULTI-ASSET FUND
TOTAL RETURN SWAPS
<Table>
<Caption>
NOTIONAL EXPIRATION
AMOUNT DATE COUNTERPARTY RECEIVE PAY INDEX
35,000,000 USD 12/28/2006 AIG Return on Index 3-Month US Treasury The Dow Jones -- AIG
Bill Rate + 0.45% Commodity Index Total
Return
</Table>
50
<Page>
- --------------------------------------------------------------------------------
FUND EXPENSES (UNAUDITED) JUNE 30, 2005
The funds incur ongoing expenses during the normal course of business, such as
management fees, shareholder service fees, interest expense and other
expenses.*** The following tables, assuming a $1,000 investment in a class of
shares, disclose the ending account value and expenses incurred for the six
months ended June 30, 2005, based on, (1) the class's actual return and actual
expenses, and (2) a hypothetical annualized 5% return and the class's actual
expenses:
MULTI-ASSET FUND
<Table>
<Caption>
----------------------------------------------------------------------------------
INCLUDING INTEREST EXCLUDING INTEREST
AND OTHER EXPENSE** AND OTHER EXPENSE**
BEGINNING ENDING EXPENSE ENDING EXPENSE
AMOUNT VALUE INCURRED* VALUE INCURRED*
----------------------------------------------------------------------------------
1) Actual $1,000 $1,032.30 $4.54 $1,032.30 $3.83
2) Hypothetical 1,000 1,020.33 4.51 1,021.03 3.81
----------------------------------------------------------------------------------
</Table>
* Expenses are calculated using the annualized expenses for the six months
ended June 30, 2005, of 0.90%, multiplied by the average account value over
the period, multiplied by the number of days in the period, divided by the
number of days in the year. Excluding interest expense, expenses incurred
by the fund were 0.76%.
** Other expense includes dividends on securities sold short.
INTERNATIONAL EQUITY FUND
<Table>
<Caption>
---------------------------------------------------------------------
BEGINNING ENDING EXPENSE
AMOUNT VALUE INCURRED*
---------------------------------------------------------------------
1) Actual $1,000 $1,002.30 $5.16
2) Hypothetical 1,000 1,019.69 5.21
---------------------------------------------------------------------
</Table>
* Expenses are calculated using the annualized expenses for the six months
ended June 30, 2005, of 1.04%, multiplied by the average account value over
the period, multiplied by the number of days in the period, divided by the
number of days in the year.
US EQUITY FUND
<Table>
<Caption>
---------------------------------------------------------------------
BEGINNING ENDING EXPENSE
AMOUNT VALUE INCURRED*
---------------------------------------------------------------------
1) Actual $1,000 $1,010.10 $3.49
2) Hypothetical 1,000 1,021.32 3.51
---------------------------------------------------------------------
</Table>
* Expenses are calculated using the annualized expenses for the six months
ended June 30, 2005, of 0.70%, multiplied by the average account value over
the period, multiplied by the number of days in the period, divided by the
number of days in the year.
GOVERNMENT BOND FUND
<Table>
<Caption>
----------------------------------------------------------------------------------
INCLUDING INTEREST EXCLUDING INTEREST
EXPENSE EXPENSE
BEGINNING ENDING EXPENSE ENDING EXPENSE
AMOUNT VALUE INCURRED* VALUE INCURRED*
----------------------------------------------------------------------------------
1) Actual $1,000 $1,041.70 $11.44 $1,041.70 $2.18
2) Hypothetical 1,000 1,013.59 11.28 1,022.66 2.16
----------------------------------------------------------------------------------
</Table>
* Expenses are calculated using the annualized expenses for the six months
ended June 30, 2005, of 2.26%, multiplied by the average account value over
the period, multiplied by the number of days in the period, divided by the
number of days in the year. Excluding interest expense, expenses incurred
by the fund were 0.43%.
SHORT-TERM FUND
<Table>
<Caption>
---------------------------------------------------------------------
BEGINNING ENDING EXPENSE
AMOUNT VALUE INCURRED*
---------------------------------------------------------------------
1) Actual $1,000 $1,012.30 $1.30
2) Hypothetical 1,000 1,023.51 1.30
---------------------------------------------------------------------
</Table>
* Expenses are calculated using the annualized expenses for the six months
ended June 30, 2005, of 0.26%, multiplied by the average account value over
the period, multiplied by the number of days in the period, divided by the
number of days in the year.
- ------------
*** The expenses shown above do not include a fund's shares of expenses in
holdings of commingled investment vehicles.
51
<Page>
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION (UNAUDITED) JUNE 30, 2005
PROXY VOTING POLICY AND VOTING RECORD
A description of the policies and procedures that TIP uses to determine how to
vote proxies relating to portfolio securities is available on TIP's Website at
http://www.tiff.org and without charge, upon request, by calling 800-984-0084.
This information is also available on the Website of the US Securities and
Exchange Commission ("SEC") at http://www.sec.gov. Information regarding how the
funds voted proxies relating to portfolio securities during the most recent
12-month period ended June 30, is also available on the Websites noted above.
QUARTERLY REPORTING
TIP files its complete schedules of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form N-Q. TIP's Form N-Q is
available without charge, upon request, by calling 800-984-0084. This
information is also available on the Website of the SEC at http://www.sec.gov.
TIP's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C., and information on the operation of the Public Reference Room
may be obtained by calling 1-800-SEC-0330. In addition TIP's portfolio holdings
are available on a monthly basis on the TIFF Website at www.tiff.org.
52
<Page>
- --------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS
(UNAUDITED) JUNE 30, 2005
At meetings held on June 13 and June 14, 2005, the TIP board of directors
approved the continuation of the investment advisory and money manager
agreements between TAS and Multi-Asset Fund ("MAF"), International Equity Fund
("IEF"), US Equity Fund ("USEF"), Government Bond Fund ("GBF") and Short-Term
Fund ("STF"), as well as the money manager agreements with the following money
managers who manage all or a portion of the following TIP funds:
<Table>
Aronson+Johnson+Ortiz, LP MAF, USEF
K.G. Redding & Associates, LLC MAF
Marathon Asset Management, LLP MAF, IEF
Mondrian Investment Partners Limited MAF, IEF
Shapiro Capital Management Company, Inc. USEF
Smith Breeden Associates, Inc. MAF, GBF
Wellington Management Company, LLP MAF
Westport Asset Management, Inc. USEF
</Table>
In determining whether to approve the advisory and money manager agreements, the
board, including all of the directors who are not interested persons under the
Investment Company Act of 1940 (the "Independent Directors"), reviewed and
considered the following information separately for each agreement with respect
to the investment advisor and money manager.
TIFF ADVISORY SERVICES, INC.
SHORT-TERM FUND
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
The board evaluated the investment advisory agreement between STF and TAS. The
board requested and received information from TAS in advance of the meeting,
including certain performance, expense, and financial information. The
Independent Directors met separately with their independent counsel prior to the
meeting to review and discuss the advisory agreement and the information
provided by TAS. In addition, the board considered the following: (i) memoranda
from the fund's counsel setting forth the board's fiduciary duties and
responsibilities under the 1940 Act and Maryland law and the factors the board
should consider in its evaluation of the advisory agreements (the "Dechert
Memoranda"); (ii) TAS Financial Summary through May 31, 2005, and draft 2004
audited financials; (iii) a Lipper report comparing STF's advisory fees and
expenses to those of its peer group; (iv) a report comparing the performance of
STF to the performance of its applicable benchmark; (v) additional information
from TAS regarding the fees charged by TAS to STF; (vi) the fiduciary duty owed
by TAS to STF with respect to such compensation; (vii) information about TAS
provided by TAS; (viii) the services performed by TAS and TAS's expertise with
respect to those services; and (ix) TAS's profitability.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating TAS. It noted that
information received at regular meetings throughout the year related to the
services rendered by the advisor concerning the management of STF's affairs. The
board's evaluation of the services provided by TAS took into account the board's
knowledge and familiarity gained as board members, including the scope and
quality of TAS's investment management and other capabilities as well as its
compliance responsibilities. The board concluded that, overall, it was satisfied
with the nature, extent, and quality of the services provided under the advisory
agreement.
FUND PERFORMANCE
The board reviewed STF's performance against its benchmark (Merrill Lynch
6-month US Treasury Bill Index) and considered TAS's implementation of its
investment strategy. Although the fund did not beat its benchmark, the board
took note of the fact that STF's investment objective is designed to track as
closely as possible, gross of fees and expenses, the benchmark so that net of
fees performance is unlikely to exceed the benchmark. After reviewing STF's
performance under TAS's direct management, the board concluded that TAS's
investment advisory agreement warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis for Ultra-Short Obligation
funds. STF's net advisory fee and total expenses were among the lowest of the
peer group. The board also took note of the fact that TAS's management fee
includes breakpoints to take advantage of economies of scale. Considering the
fees charged by TAS and the total expenses of STF against the fees and expenses
of similar funds and evaluating TAS's services, the board concluded that the
fees charged by TAS are lower than what would be attained in an arm's-length
negotiation.
MANAGER PROFITABILITY
The board considered financial and expense information provided by TAS and
concluded that TAS's profitability was reasonable in light of the nature,
extent, and quality of services provided to the fund.
53
<Page>
- --------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS
(UNAUDITED) JUNE 30, 2005
CONCLUSION
After discussion, the board voted to re-approve the investment advisory
agreement for STF. The board based its evaluation on all material factors
presented to it at this meeting, including: (i) the terms of the agreement; (ii)
the reasonableness of the advisory fee in light of the nature and quality of the
advisory services provided and any additional benefits received by TAS in
connection with providing services to STF; (iii) the nature, quality, cost, and
extent of the services performed by TAS; (iv) the expense ratio of STF as
compared to the expense ratios of similar funds; and (v) the overall
organization and experience of TAS as well as TAS's profitability and financial
condition. In arriving at its decision, 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.
MULTI-ASSET FUND, INTERNATIONAL EQUITY FUND, US EQUITY FUND, AND GOVERNMENT BOND
FUND
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
In connection with the MAF, IEF, USEF, and GBF investment advisory agreements
the board requested and received information from TAS in advance of the meeting
as described above as well as Lipper information comparing the expenses of each
of the funds managed on a multi-manager basis to their respective peer groups.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating TAS's role as a manager
of managers with respect to each of the funds managed on a multi-manager basis.
The board noted that information received at regular meetings throughout the
year related to the services rendered by TAS concerning the management of such
funds. The board's evaluation of the services provided by TAS took into account
the board's knowledge and familiarity gained as board members, including the
scope and quality of TAS's investment management and other capabilities, as well
as TAS's role in selecting and overseeing the other money managers and its
compliance responsibilities. The board concluded that, overall, it was satisfied
with the nature, extent, and quality of the services provided by TAS under each
of the advisory agreements for the funds managed on a multi-manager basis.
FUND PERFORMANCE
The board reviewed the performance of each of the funds managed on a
multi-manager basis against their respective benchmarks and considered the
extent that TAS was able to implement each fund's investment objective through
its multi-manager strategy. The board took note of the fact that IEF and USEF
outperformed their benchmarks for all reporting periods and MAF outperformed its
constructed index for the 1-, 3-, and 5-year periods and was slightly below that
benchmark for the 10-year and since inception periods. For GBF, the fund was
slightly below its benchmarks for the 1-year and since inception periods. Based
on its review of the performance of each of the funds managed on a multi-manager
basis, the board concluded that TAS's investment advisory agreements warranted
renewal for each of the funds managed on a multi-manager basis.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis for each of the funds managed on
a multi-manager basis, looking at TAS's advisory fees and total fund expenses
and the expenses of each of the money managers selected by TAS. With the
exception of IEF, the fees charged by the funds managed on a multi-manager basis
were at or near the lowest in their peer groups. IEF's fees were at the median
and the board considered the degree to which this was the result of IEF's strong
performance as most of IEF's money managers received performance (fulcrum) fees,
which increased when the money managers outperformed their benchmarks. The board
noted that TAS charged reasonable fees and also took note of the fact that TAS's
management fee includes breakpoints to take advantage of economies of scale.
Considering the fees charged by TAS and the total expenses of each of the funds
managed on a multi-manager basis against the fees and expenses of similar funds,
and evaluating TAS's services, the board concluded that the fees charged by TAS
are within the range of what would be attained in an arm's-length negotiation.
MANAGER PROFITABILITY
The board considered financial and expense information provided by TAS and
concluded that TAS's profitability was reasonable in light of the nature,
extent, and quality of services provided to the fund.
CONCLUSION
After discussion, the board voted to re-approve the investment advisory
agreements for MAF, IEF, USEF, and GBF. The board based its evaluation on all
material factors presented to it at this meeting, including: (i) the terms of
the agreements; (ii) the reasonableness of the advisory fee in light of the
nature and quality of the advisory services provided and any additional benefits
received by TAS in connection with providing services to the funds managed on a
multi-manager basis; (iii) the nature, quality, cost, and extent of the services
performed by TAS; (iv) the expense ratio of the funds managed on a multi-manager
basis as compared to the expense ratios of similar funds; and (v) the overall
organization and experience of TAS as well as TAS's profitability and financial
condition. In arriving at its decision, 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.
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ARONSON+JOHNSON+ORTIZ, LP
BOARD APPROVAL OF MONEY MANAGER AGREEMENTS
The board evaluated the renewal of the MAF and USEF money manager agreements
with Aronson+Johnson+Ortiz, LP ("AJO"). As part of its review, the board
requested and received information regarding AJO in advance of the meeting,
including certain performance and expense information. The Independent Directors
met separately with their independent counsel prior to the meeting to review and
discuss the money manager agreements and the information received from AJO. In
addition, the board considered the following: (i) Dechert Memoranda; (ii) a
Lipper report comparing MAF and USEF advisory fees and expenses to those of
their peer groups; (iii) a report comparing the performance of the portions of
MAF and USEF managed by AJO with the applicable benchmarks; (iv) information
about AJO prepared by TAS, including the fee charged by AJO for MAF and USEF
(AJO charges an identical fulcrum fee for each fund); (v) the fiduciary duty
owed by AJO to the funds with respect to such compensation; (vi) information
about AJO compiled by EOS Fund Services LLC, the fund's operations monitoring
agent ("EOS"); and (vii) the services performed by AJO, and AJO's expertise with
respect to those services, including specific information about fund management
and compliance personnel and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating AJO. It noted that
information received at regular meetings throughout the year related to the
services rendered by AJO concerning the management of the funds' affairs. The
board's evaluation of the services provided by AJO took into account the board's
knowledge and familiarity gained as board members, including the scope and
quality of AJO's investment management and other capabilities and its compliance
responsibilities. The board concluded that, overall, it was satisfied with the
nature, extent, and quality of the services provided under the money manager
agreements.
FUND PERFORMANCE
The board reviewed the performance of the portions of MAF and USEF managed by
AJO against its benchmark (S&P 500 Index for each fund) and considered AJO's
implementation of its investment strategy. The board took note of the fact that
AJO outperformed its benchmark for both funds over the 1-, 3- and 5-year periods
and since inception of AJO as a money manager. After reviewing MAF's and USEF's
performance, the board concluded that AJO's money manager agreements warranted
renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Global Flexible Portfolio funds (for MAF) and
Multi-Cap Core funds (for USEF) and considered AJO's fee as an overall component
of that fee. The board took note of the fact that fees were among the lowest for
the class of funds to which MAF was compared and below average for the class of
funds to which USEF was compared. The board also noted that AJO's fee was
negotiated by TAS on an arm's-length basis. Considering the fees charged by AJO
and the total expenses of MAF and USEF against the fees and expenses of similar
funds and evaluating AJO's contribution to that fee and the services that it
provided, the board concluded that the fees charged by AJO are within the range
of what would be attained in an arm's-length negotiation.
CONCLUSION
After discussion, the board voted to re-approve the MAF and USEF money manager
agreements with AJO. The board based its evaluation on all material factors
presented to it at this meeting, including: (i) the terms of the agreements;
(ii) the reasonableness of the advisory fee in light of the nature and quality
of the advisory services provided and any additional benefits received by AJO in
connection with providing services to the funds; (iii) the nature, quality,
cost, and extent of the services performed by AJO; (iv) the fees charged by AJO;
and (v) the overall organization and experience of AJO. In arriving at its
decision, 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.
K.G. REDDING & ASSOCIATES, LLC
BOARD APPROVAL OF MONEY MANAGER AGREEMENT
The board evaluated the renewal of the MAF money manager agreement with K.G.
Redding & Associates, LLC ("K.G. Redding"). As part of its review, the board
requested and received information regarding K.G. Redding in advance of the
meeting, including certain performance and expense information. The Independent
Directors met separately with their independent counsel prior to the meeting to
review and discuss the money manager agreement and the information received from
K.G. Redding. In addition, the board considered the following: (i) Dechert
Memoranda; (ii) a Lipper report comparing MAF advisory fees and expenses to
those of its peer group; (iii) a report comparing the performance of the
portions of MAF managed by K.G. Redding with the applicable benchmark; (iv)
information about K.G. Redding prepared by TAS, including the fulcrum fee
charged by K.G. Redding for MAF; (v) the fiduciary duty owed by K.G. Redding to
MAF with respect to such compensation; (vi) information about K.G. Redding
compiled by EOS; and (vii) the services performed by K.G. Redding and K.G.
Redding's expertise with respect to those services, including specific
information about fund management and compliance personnel and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating K.G. Redding. It noted
that information received at regular meetings throughout the year related to the
services rendered by K.G. Redding concerning the management of the fund's
affairs. The board's evaluation of the services provided by K.G. Redding took
into account the board's knowledge and familiarity gained as board members,
including the scope and quality of
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K.G. Redding's investment management and other capabilities and its compliance
responsibilities. The board concluded that, overall, it was satisfied with the
nature, extent, and quality of the services provided under the money manager
agreement.
FUND PERFORMANCE
The board reviewed the performance of the portions of MAF managed by K.G.
Redding against its benchmark (Morgan Stanley REIT Index) and considered K.G.
Redding's implementation of its investment strategy. The board took note of the
fact that K.G. Redding outperformed its benchmark over the last year and since
inception of K.G. Redding as a money manager. After reviewing MAF's performance,
the board concluded that K.G. Redding's money manager agreement warranted
renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Global Flexible Portfolio funds (for MAF) and
considered K.G. Redding's fee as an overall component of MAF's fee. The board
took note of the fact that MAF's fees and expenses were among the lowest of its
class of funds. The board also noted that K.G. Redding's fee was negotiated by
TAS on an arm's-length basis. Considering the fees charged by K.G. Redding, the
asset class it manages, and the total expenses of MAF against the fees and
expenses of similar funds and evaluating K.G. Redding's contribution to that fee
and the services that it provided, the board concluded that the fees charged by
K.G. Redding are within the range of what would be attained in an arm's-length
negotiation.
CONCLUSION
After discussion, the board voted to re-approve the MAF money manager agreement
with K.G. Redding. The board based its evaluation on all material factors
presented to it at this meeting, including: (i) the terms of the agreement; (ii)
the reasonableness of the advisory fee in light of the nature and quality of the
advisory services provided and any additional benefits received by K.G. Redding
in connection with providing services to MAF; (iii) the nature, quality, cost,
and extent of the services performed by K.G. Redding; (iv) the fees charged by
K.G. Redding; and (v) the overall organization and experience of K.G. Redding.
In arriving at its decision, 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.
MARATHON ASSET MANAGEMENT, LLP
BOARD APPROVAL OF MONEY MANAGER AGREEMENTS
The board evaluated the renewal of the MAF and IEF money manager agreements with
Marathon Asset Management, LLP ("Marathon"). As part of its review, the board
requested and received information regarding Marathon in advance of the meeting,
including certain performance and expense information. The Independent Directors
met separately with their independent counsel prior to the meeting to review and
discuss the money manager agreements and the information received from Marathon.
In addition, the board considered the following: (i) Dechert Memoranda; (ii) a
Lipper report comparing MAF and IEF advisory fees and expenses to those of their
peer group; (iii) a report comparing the performance of the portions of MAF and
IEF managed by Marathon with the applicable benchmarks; (iv) information about
Marathon prepared by TAS, including the fee charged by Marathon for MAF and IEF
(Marathon charges an identical fulcrum fee for each fund); (v) the fiduciary
duty owed by Marathon to the funds with respect to such compensation; (vi)
information about Marathon compiled by EOS; and (vii) the services performed by
Marathon and Marathon's expertise with respect to those services, including
specific information about fund management and compliance personnel and their
experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating Marathon. It noted that
information received at regular meetings throughout the year related to the
services rendered by Marathon concerning the management of the funds' affairs.
The board's evaluation of the services provided by Marathon took into account
the board's knowledge and familiarity gained as board members, including the
scope and quality of Marathon's investment management and other capabilities and
its compliance responsibilities. The board concluded that, overall, it was
satisfied with the nature, extent, and quality of the services provided under
the money manager agreements.
FUND PERFORMANCE
The board reviewed the performance of the portions of MAF and IEF managed by
Marathon against its benchmarks (MSCI All Country World Index for MAF and MSCI
All Country World ex US Index for IEF) and considered Marathon's implementation
of its investment strategy. The board took note of the fact that Marathon
outperformed each of its benchmarks over all measured periods (1-year period and
since inception for MAF and 1-, 3-, 5-, and 10-year periods and since inception
for IEF). After reviewing MAF's and IEF's performance, the board concluded that
Marathon's money manager agreements warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Global Flexible Portfolio funds (for MAF) and
International Equity funds and International Multi-Cap Value funds (for IEF) and
considered Marathon's fee as an overall component of MAF's and IEF's fees. The
board took note of the fact that MAF's fees and expenses were among the lowest
for its class of funds and at the median for IEF's class of funds. The board
also noted that Marathon's fee was negotiated by TAS on an arm's-length basis.
Considering the fees charged by Marathon and the total expenses of MAF and IEF
against the fees and expenses of similar funds, and evaluating Marathon's
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contribution to that fee and the services that it provided, the board concluded
that the fees charged by Marathon are within the range of what would be attained
in an arm's-length negotiation.
CONCLUSION
After discussion, the board voted to re-approve the MAF and IEF money manager
agreements with Marathon. The board based its evaluation on all material factors
presented to it at this meeting, including: (i) the terms of the agreements;
(ii) the reasonableness of the advisory fee in light of the nature and quality
of the advisory services provided and any additional benefits received by
Marathon in connection with providing services to MAF and IEF; (iii) the nature,
quality, cost, and extent of the services performed by Marathon; (iv) the fees
charged by Marathon; and (v) the overall organization and experience of
Marathon. In arriving at its decision, 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.
MONDRIAN INVESTMENT PARTNERS LIMITED
BOARD APPROVAL OF MONEY MANAGER AGREEMENTS
The board evaluated the renewal of the MAF and IEF money manager agreements with
Mondrian Investment Partners Limited ("Mondrian"). As part of its review, the
board requested and received information regarding Mondrian in advance of the
meeting, including certain performance and expense information. The Independent
Directors met separately with their independent counsel prior to the meeting to
review and discuss the money manager agreements and the information received
from Mondrian. In addition, the board considered the following: (i) Dechert
Memoranda; (ii) a Lipper report comparing MAF and IEF advisory fees and expenses
to those of their peer group; (iii) a report comparing the performance of the
portions of MAF and IEF managed by Mondrian with the applicable benchmarks; (iv)
information about Mondrian prepared by TAS, including the fees charged by
Mondrian for MAF and IEF; (v) the fiduciary duty owed by Mondrian to the funds
with respect to such compensation; (vi) information about Mondrian compiled by
EOS; and (vii) the services performed by Mondrian and Mondrian's expertise with
respect to those services, including specific information about fund management
and compliance personnel and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating Mondrian. It noted that
information received at regular meetings throughout the year related to the
services rendered by Mondrian concerning the management of the funds' affairs.
The board's evaluation of the services provided by Mondrian took into account
the board's knowledge and familiarity gained as board members, including the
scope and quality of Mondrian's investment management and other capabilities and
its compliance responsibilities. The board concluded that, overall, it was
satisfied with the nature, extent, and quality of the services provided under
the money manager agreements.
FUND PERFORMANCE
The board reviewed the performance of the portions of MAF and IEF managed by
Mondrian against Mondrian's benchmarks (MSCI All Country World Index for MAF and
MSCI All Country World ex US Index for IEF) and considered Mondrian's
implementation of its investment strategy. The board took note of the fact that
Mondrian outperformed each of its benchmarks over all measured periods (1-year
period and since inception for MAF and 1-, 3-, 5-, and 10-year periods and since
inception for IEF). After reviewing MAF's and IEF's performance, the board
concluded that Mondrian's money manager agreements warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Global Flexible Portfolio funds (for MAF) and
International Equity funds and International Multi-Cap Value funds (for IEF) and
considered Mondrian's fee as an overall component of the fees for MAF and IEF.
The board took note of the fact that MAF's fees and expenses were among the
lowest for its class of funds and at the median for IEF's class of funds. The
board also noted that Mondrian's fee was negotiated by TAS on an arm's-length
basis and contained breakpoints to account for the economies of scale for
managing the funds. Considering the fees charged by Mondrian and the total
expenses of MAF and IEF against the fees and expenses of similar funds, and
evaluating Mondrian's contribution to that fee and the services that it
provided, the board concluded that the fees charged by Mondrian are within the
range of what would be attained in an arm's-length negotiation.
CONCLUSION
After discussion, the board voted to re-approve the MAF and IEF money manager
agreements with Mondrian. The board based its evaluation on all material factors
presented to it at this meeting, including: (i) the terms of the agreement; (ii)
the reasonableness of the advisory fee in light of the nature and quality of the
advisory services provided and any additional benefits received by Mondrian in
connection with providing services to MAF and IEF; (iii) the nature, quality,
cost, and extent of the services performed by Mondrian; (iv) the fees charged by
Mondrian; and (v) the overall organization and experience of Mondrian. In
arriving at its decision, 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.
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC.
BOARD APPROVAL OF MONEY MANAGER AGREEMENT
The board evaluated the renewal of the USEF money manager agreement with Shapiro
Capital Management Company, Inc. ("Shapiro"). As part of its review, the board
requested and received information regarding Shapiro in advance of the meeting,
including certain performance and
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expense information. The Independent Directors met separately with their
independent counsel prior to the meeting to review and discuss the money manager
agreement and the information received from Shapiro. In addition, the board
considered the following: (i) the Dechert Memoranda; (ii) a Lipper report
comparing USEF's advisory fees and expenses to those of its peer group; (iii) a
report comparing the performance of the portion of USEF managed by Shapiro with
the applicable benchmark; (iv) information about Shapiro prepared by TAS,
including the fee charged by Shapiro for USEF; (v) the fiduciary duty owed by
Shapiro to the fund with respect to such compensation; (vi) information about
Shapiro compiled by EOS; and (vii) the services performed by Shapiro and
Shapiro's expertise with respect to those services, including specific
information about fund management and compliance personnel and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating Shapiro. It noted that
information received at regular meetings throughout the year related to the
services rendered by Shapiro concerning the management of the fund's affairs.
The board's evaluation of the services provided by Shapiro took into account the
board's knowledge and familiarity gained as board members, including the scope
and quality of Shapiro's investment management and other capabilities and its
compliance responsibilities. The board concluded that, overall, it was satisfied
with the nature, extent, and quality of the services provided under the money
manager agreement.
FUND PERFORMANCE
The board reviewed the performance of the portions of USEF managed by Shapiro
against its benchmark (Russell 2000 Index) and considered Shapiro's
implementation of its investment strategy. The board took note of the fact that
Shapiro outperformed its benchmark over the 1-, 3- and 5-year periods and since
inception of Shapiro as a money manager. After reviewing USEF's performance, the
board concluded that Shapiro's money manager agreement warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Multi-Cap Core funds and considered Shapiro's fee
as an overall component of USEF's fee. The board took note of the fact that fees
were below average for USEF's class of funds. The board also noted that
Shapiro's fee was negotiated by TAS on an arm's-length basis. Considering the
fees charged by Shapiro and the total expenses of USEF against the fees and
expenses of similar funds, and evaluating Shapiro's contribution to that fee and
the services that it provided, the board concluded that the fees charged by
Shapiro are within the range of what would be attained in an arm's-length
negotiation.
CONCLUSION
After discussion, the board voted to re-approve the USEF money manager agreement
with Shapiro. The board based its evaluation on all material factors presented
to it at this meeting, including: (i) the terms of the agreement; (ii) the
reasonableness of the advisory fee in light of the nature and quality of the
advisory services provided and any additional benefits received by Shapiro in
connection with providing services to the fund; (iii) the nature, quality, cost,
and extent of the services performed by Shapiro; (iv) the fees charged by
Shapiro; and (v) the overall organization and experience of Shapiro. In arriving
at its decision, 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.
SMITH BREEDEN ASSOCIATES, INC.
BOARD APPROVAL OF MONEY MANAGER AGREEMENTS
The board evaluated the renewal of the MAF and GBF money manager agreements with
Smith Breeden Associates, Inc. ("Smith Breeden"). At the board's April 15, 2005,
meeting following a presentation by TAS and discussion with the board, the board
approved, on an interim basis, new money manager agreements between MAF and GBF
following a change in control transaction by Smith Breeden. The board's approval
was subject to the full contract review of Smith Breeden and the other money
managers that was to occur at the next quarterly meeting. At the next meeting,
as part of its review, the board requested and received information regarding
Smith Breeden in advance of the meeting to assist them, including certain
performance and expense information. The Independent Directors met separately
with their independent counsel prior to the meeting to review and discuss the
money manager agreements and the information received from Smith Breeden. In
addition, the board considered the following: (i) Dechert Memoranda; (ii) a
Lipper report comparing MAF and GBF advisory fees and expenses to those of their
peer groups; (iii) a report comparing the performance of the portions of MAF and
GBF managed by Smith Breeden with the applicable benchmarks; (iv) information
about Smith Breeden prepared by TAS, including the fee charged by Smith Breeden
for MAF and GBF (Smith Breeden charges an identical fulcrum fee for each fund);
(v) the fiduciary duty owed by Smith Breeden to the funds with respect to such
compensation; (vi) information about Smith Breeden compiled by EOS; and (vii)
the services performed by Smith Breeden and Smith Breeden's expertise with
respect to those services, including specific information about fund management
and compliance personnel and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating Smith Breeden. It noted
that information received at regular meetings throughout the year related to the
services rendered by Smith Breeden concerning the management of the funds'
affairs. The board's evaluation of the services provided by Smith Breeden took
into account the board's knowledge and familiarity gained as board members,
including the scope and quality of Smith Breeden's investment management and
other capabilities and its compliance responsibilities. The board concluded
that, overall, it was satisfied with the nature, extent, and quality of the
services provided under the money manager agreements.
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FUND PERFORMANCE
The board reviewed the performance of the portions of MAF and GBF managed by
Smith Breeden against its benchmarks (a constructed index composed of Citigroup
10-Year US Treasury Index and 10-Year TIPS for MAF and Citigroup 10-Year US
Treasury Index for GBF) and considered Smith Breeden's implementation of its
investment strategy. The board took note of the fact that Smith Breeden
outperformed its MAF benchmarks over all measured periods (1-year and since
inception) and was slightly below its benchmark for GBF for these periods. After
reviewing MAF's and GBF's performance, the board concluded that Smith Breeden's
money manager agreements warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Global Flexible Portfolio funds (for MAF) and
General US Treasury funds (for GBF) and considered Smith Breeden's fee as an
overall component of MAF's and GBF's fees. The board took note of the fact that
MAF's and GBF's fees and expenses were among the lowest for their class of
funds. The board also noted that Smith Breeden's fee was negotiated by TAS on an
arm's-length basis and contained breakpoints to account for the economies of
scale for managing two different TIP funds. Considering the fees charged by
Smith Breeden and the total expenses of MAF and GBF against the fees and
expenses of similar funds, and evaluating Smith Breeden's contribution to that
fee and the services that it provided, the board concluded that the fees charged
by Smith Breeden are within the range of what would be attained in an
arm's-length negotiation.
CONCLUSION
After discussion, the board voted to re-approve the MAF and GBF money manager
agreements with Smith Breeden. The board based its evaluation on all material
factors presented to it at this meeting, including: (i) the terms of the
agreements; (ii) the reasonableness of the advisory fee in light of the nature
and quality of the advisory services provided and any additional benefits
received by Smith Breeden in connection with providing services to the fund;
(iii) the nature, quality, cost, and extent of the services performed by Smith
Breeden; (iv) the fees charged by Smith Breeden; and (v) the overall
organization and experience of Smith Breeden. In arriving at its decision, 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.
WELLINGTON MANAGEMENT COMPANY, LLP
BOARD APPROVAL OF MONEY MANAGER AGREEMENT
The board evaluated the renewal of the MAF money manager agreement with
Wellington Management Company, LLP ("Wellington"). As part of its review, the
board requested and received information regarding Wellington in advance of the
meeting, including certain performance and expense information. The Independent
Directors met separately with their independent counsel prior to the meeting to
review and discuss the money manager agreement and the information received from
Wellington. In addition, the board considered the following: (i) Dechert
Memoranda; (ii) a Lipper report comparing MAF advisory fees and expenses to
those of its peer group; (iii) a report comparing the performance of the
portions of MAF managed by Wellington with the applicable benchmark; (iv)
information about Wellington prepared by TAS, including the fee charged by
Wellington for MAF; (v) the fiduciary duty owed by Wellington to MAF with
respect to such compensation; (vi) information about Wellington compiled by EOS;
and (vii) the services performed by Wellington and Wellington's expertise with
respect to those services, including specific information about fund management
and compliance personnel and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating Wellington. It noted that
information received at regular meetings throughout the year related to the
services rendered by Wellington concerning the management of the fund's affairs.
The board's evaluation of the services provided by Wellington took into account
the board's knowledge and familiarity gained as board members, including the
scope and quality of Wellington's investment management and other capabilities
and its compliance responsibilities. The board concluded that, overall, it was
satisfied with the nature, extent, and quality of the services provided under
the money manager agreement.
FUND PERFORMANCE
The board reviewed the performance of the portions of MAF managed by Wellington
against its benchmark (a constructed Index derived from the MSCI World Index)
and considered Wellington's implementation of its investment strategy. The board
took note of the fact that Wellington outperformed its benchmark over the 1-,
3-, 5-, and 10-year periods and since inception of Wellington as a money
manager. After reviewing MAF's performance, the board concluded that
Wellington's money manager agreement warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Global Flexible Portfolio funds (for MAF) and
considered Wellington's fee as an overall component of MAF's fee. The board took
note of the fact that MAF's fees and expenses were among the lowest of its class
of funds. The board also noted that Wellington's fee was negotiated by TAS on an
arm's-length basis and that it provided for breakpoints. Considering the fees
charged by Wellington, the asset class it manages, and the total expenses of MAF
against the fees and expenses of similar funds, and evaluating Wellington's
contribution to that fee and the services that it provided, the board concluded
that the fees charged by Wellington are within the range of what would be
attained in an arm's-length negotiation.
59
<Page>
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APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS
(UNAUDITED) JUNE 30, 2005
CONCLUSION
After discussion, the board voted to re-approve the MAF money manager agreement
with Wellington. The board based its evaluation on all material factors
presented to it at this meeting, including: (i) the terms of the agreement; (ii)
the reasonableness of the advisory fee in light of the nature and quality of the
advisory services provided and any additional benefits received by Wellington in
connection with providing services to MAF; (iii) the nature, quality, cost, and
extent of the services performed by Wellington; (iv) the fees charged by
Wellington; and (v) the overall organization and experience of Wellington. In
arriving at its decision, 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.
WESTPORT ASSET MANAGEMENT, INC.
BOARD APPROVAL OF MONEY MANAGER AGREEMENT
The board evaluated the renewal of the USEF money manager agreement with
Westport Asset Management, Inc. ("Westport"). As part of its review, the board
requested and received information regarding Westport in advance of the meeting,
including certain performance and expense information. The Independent Directors
met separately with their independent counsel prior to the meeting to review and
discuss the money manager agreement and the information received from Westport.
In addition, the board considered the following: (i) the Dechert Memoranda; (ii)
a Lipper report comparing USEF advisory fees and expenses to those of its peer
group; (iii) a report comparing the performance of the portions of USEF managed
by Westport with the applicable benchmark; (iv) information about Westport
prepared by TAS, including the fee charged by Westport for USEF; (v) the
fiduciary duty owed by Westport to the fund with respect to such compensation;
(vi) information about Westport compiled by EOS; and (vii) the services
performed by Westport and Westport's expertise with respect to those services,
including specific information about fund management and compliance personnel
and their experience.
NATURE, EXTENT, AND QUALITY OF SERVICES
The board considered a number of factors in evaluating Westport. It noted that
information received at regular meetings throughout the year related to the
services rendered by Westport concerning the management of the fund's affairs.
The board's evaluation of the services provided by Westport took into account
the board's knowledge and familiarity gained as board members, including the
scope and quality of Westport's investment management and other capabilities and
its compliance responsibilities. The board concluded that, overall, it was
satisfied with the nature, extent, and quality of the services provided under
the money manager agreement.
FUND PERFORMANCE
The board reviewed the performance of the portions of USEF managed by Westport
against its benchmark (Russell 2000 Index) and considered Westport's
implementation of its investment strategy. The board took note of the fact that
Westport slightly trailed its benchmark over the 1- and 3-year periods, but
exceeded its benchmark for the 5- and 10-year periods as well as since
inception. After reviewing USEF's performance, the board concluded that
Westport's money manager agreement warranted renewal.
FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE)
The board reviewed the fee and expense analysis provided by Lipper for a peer
group of funds classified as Multi-Cap Core funds and considered Westport's fee
as an overall component of USEF's fee. The board took note of the fact that fees
and expenses were below average for USEF's class of funds. The board also noted
that Westport's fee was negotiated by TAS on an arm's-length basis. Considering
the fees charged by Westport and the total expenses of USEF against the fees and
expenses of similar funds, and evaluating Westport's contribution to that fee
and the services that it provided, the board concluded that the fees charged by
Westport are within the range of what would be attained in an arm's-length
negotiation.
CONCLUSION
After discussion, the board voted to re-approve the USEF money manager agreement
with Westport. The board based its evaluation on all material factors presented
to it at this meeting, including: (i) the terms of the agreement; (ii) the
reasonableness of the advisory fee in light of the nature and quality of the
advisory services provided and any additional benefits received by Westport in
connection with providing services to the fund; (iii) the nature, quality, cost,
and extent of the services performed by Westport; (iv) the fees charged by
Westport; and (v) the overall organization and experience of Westport. In
arriving at its decision, 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.
60
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DIRECTORS AND PRINCIPAL OFFICERS
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------
NAME (AGE) POSITION LENGTH OF PRINCIPAL OCCUPATION
ADDRESS WITH FUND SERVICE (A) FOR LAST FIVE YEARS
------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT DIRECTORS
Suzanne Brenner (47) Director 2 years senior investment officer
Associate Treasurer and
Senior Investment Officer
The Metropolitan Museum of
Art
1000 Fifth Avenue
New York, NY 10028
Harry N. Hoffman III (50) Director 4 years chief investment officer
Chief Investment Officer
Mayo Foundation
200 First Street SW
Rochester, MN 55905
Sheryl L. Johns (49) Director 9 years chief financial officer
VP, Treasurer, and CFO
Houston Endowment Inc.
600 Travis, Suite 6400
Houston, TX 77002
INTERESTED DIRECTORS
William H. McLean (50) (b) Director 5 years chief investment officer
VP and Chief Investment
Officer
Northwestern University
Investment Office, Room
1-209
633 Clark Street
Evanston, IL 60208
PRINCIPAL OFFICERS
Richard F. Flannery (47) President and Principal 2 years principal executive officer
TIFF Executive Officer previously executive vice
590 Peter Jefferson Parkway, president of Delaware
Suite 250 Investments
Charlottesville, VA 22911
David A. Salem (49) Vice President and Chief 12 years chief investment officer
TIFF Investment Officer
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
Esther L. Cash (48) Vice President 12 years investment operations
TIFF
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
Tina M. Leiter (39) Secretary 2 years investment operations
TIFF
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
William E. Vastardis (49) Treasurer and Principal 12 years fund administration
EOS Fund Services LLC Financial Officer, Chief
55 Broad Street, Suite 13D Compliance Officer
New York, NY 10004
<Caption>
------------------------------ ------------------------------
NAME (AGE) OTHER
ADDRESS DIRECTORSHIPS
------------------------------
INDEPENDENT DIRECTORS
Suzanne Brenner (47) none
Associate Treasurer and
Senior Investment Officer
The Metropolitan Museum of
Art
1000 Fifth Avenue
New York, NY 10028
Harry N. Hoffman III (50) none
Chief Investment Officer
Mayo Foundation
200 First Street SW
Rochester, MN 55905
Sheryl L. Johns (49) none
VP, Treasurer, and CFO
Houston Endowment Inc.
600 Travis, Suite 6400
Houston, TX 77002
INTERESTED DIRECTORS
William H. McLean (50) (b) TIFF Advisory Services, Inc.
VP and Chief Investment
Officer
Northwestern University
Investment Office, Room
1-209
633 Clark Street
Evanston, IL 60208
PRINCIPAL OFFICERS
Richard F. Flannery (47) TIFF Advisory Services, Inc.
TIFF
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
David A. Salem (49) TIFF Advisory Services, Inc.
TIFF
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
Esther L. Cash (48)
TIFF
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
Tina M. Leiter (39)
TIFF
590 Peter Jefferson Parkway,
Suite 250
Charlottesville, VA 22911
William E. Vastardis (49)
EOS Fund Services LLC
55 Broad Street, Suite 13D
New York, NY 10004
</Table>
- -------------
(a) Each director serves until the date that director resigns, retires, or is
removed by the board of directors or shareholders in accordance with the
Articles of Incorporation.
(b) Mr. McLean is deemed to be an "interested director" because he also serves
as a director of TIFF Advisory Services, Inc., the mutual funds' advisor.
61
<Page>
- --------------------------------------------------------------------------------
TIFF INVESTMENT PROGRAM
ADVISOR
TIFF Advisory Services, Inc.
590 Peter Jefferson Parkway, Suite 250
Charlottesville, VA 22911
PHONE 434-817-8200
FAX 434-817-8231
CUSTODIAN
ACCOUNTING AGENT
TRANSFER AGENT
DIVIDEND DISBURSING AGENT
FUND ADMINISTRATOR
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
FUND DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
LEGAL COUNSEL
Dechert
1500 I Street, NW
Washington, DC 20005
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
125 High Street
Boston, MA 02110
OPERATIONS MONITORING AGENT
EOS Fund Services LLC
55 Broad Street, Suite 13D
New York, NY 10004
MONEY MANAGERS
TIFF MULTI-ASSET FUND
Aronson+Johnson+Ortiz, LP
Bessent Capital, LLC
Canyon Capital Advisors LLC
Farallon Capital Management, LLC
Freeman Associates Investment Management LLC
Lone Pine Capital LLC
Marathon Asset Management, LLP
Maverick Capital, Ltd.
Mondrian Investment Partners Limited
Och-Ziff Capital Management Group
K.G. Redding & Associates, LLC
Regiment Capital Management, LLC
Smith Breeden Associates, Inc.
Toscafund Limited
Wellington Management Company, LLP
TIFF INTERNATIONAL EQUITY FUND
Bessent Capital, LLC
Lansdowne Partners Limited
Marathon Asset Management, LLP
Mondrian Investment Partners Limited
Toscafund Limited
TIFF US EQUITY FUND
Adage Capital Management, LP
Aronson+Johnson+Ortiz, LP
Freeman Associates Investment Management LLC
Shapiro Capital Management Company, Inc.
Westport Asset Management, Inc.
TIFF GOVERNMENT BOND FUND
Smith Breeden Associates, Inc.
TIFF SHORT-TERM FUND
TIFF Advisory Services, Inc.
This report must be accompanied or preceded by a prospectus. Mutual fund
investing involves risk. Principal loss is possible.
<Page>
ITEM 2. CODE OF ETHICS.
Not applicable to this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this filing.
ITEMS 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not applicable to this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
Included in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEMS 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable to this filing.
ITEMS 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to this filing.
ITEMS 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable to this filing.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Registrant's Principal Executive Officer and Principal Financial
Officer concluded that the Registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act
of 1940 (17 CFR 270.30-3(c))) (the "1940 Act") were effective as of a
date within 90 days prior to the filing date of this report (the
"Evaluation Date"), based on their evaluation of the effectiveness of
the Registrant's disclosure controls and procedures required by Rule
30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or
15d-15(b) under the Securities Exchange Act of 1934 (17 CFR
240.13a-15(b) or 240.15d-15(b)) as of the Evaluation Date.
(b) There were no changes in the Registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the Registrant's second fiscal
quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Registrant's
internal control over financial reporting.
<Page>
ITEM 12. EXHIBITS.
(a)(1) Code of Ethics is not applicable to this filing.
(a)(2) Certification of Principal Executive Officer and Principal
Financial Officer of the Registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached
hereto as Exhibit 99CERT.
(a)(3) Not applicable to this filing.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 as required by Rule 30a-2(b), under the Investment Company Act of
1940 (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the
Securities Exchange Act of 1934 (17 CFR 240.13a - 14(b) or
240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350) is attached hereto as Exhibit 99.906CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
(Registrant) TIFF Investment Program, Inc.
By (Signature and Title) /S/
-----------------------------------------------
Richard J. Flannery, President and Principal
Executive Officer
Date 9/6/2005
-----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By (Signature and Title) /S/
-----------------------------------------------
Richard J. Flannery, President and Principal
Executive Officer
Date 9/6/2005
-----------------------------------
By (Signature and Title) /S/
-----------------------------------------------
William E. Vastardis, Treasurer and Principal
Financial Officer
Date 9/6/2005
-----------------------------------