Common use of Transitional Period Clause in Contracts

Transitional Period. The Transitional Period shall commence on the Effective Date and shall end on the last day of the calendar month in which a full 60 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed Assets: The Fund will pay the Manager an asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of the last day of the calendar month based on the Average Net Assets of the Sub-Account II Managed Assets for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated for any period that is less than a full calendar month. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed Assets: For each period and upon a complete withdrawal of the Sub-Account II Managed Assets, the Performance Based Fee shall be the higher of zero and the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Account II Managed Assets, in the month that follows such withdrawal. Performance Based Fee with respect to Sub-Account II Managed Assets—Transitional Period: Period 1 (commences on the Effective Date and ends on the last day of the 12th full calendar month after the Effective Date): Period 1 Excess Return x 20% x Period 1 Average Net Assets. Period 2 (commences on the Effective Date and ends on the last day of the 24th full calendar month after the Effective Date): (2 x Period 2 Excess Return x 20% x Period 2 Average Net Assets) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Date and ends on the last day of the 36th full calendar month after the Effective Date): (3 x Period 3 Excess Return x 20% x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net Assets) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional Period: For each period: Excess Return for the 60 month period just ended x 20% x Average Net Assets for the 60 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal of Sub-Account II Managed Assets Final Performance Based Fee: (Excess Return for the Final Performance Period x 20% x Average Net Assets for the Final Performance Period) x (the number of days since the end of the 60 month period to which last annual calculation of the Performance Based Fee related through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Account II Managed Assets during the Transitional Period, the Final Performance Based Fee shall be: (Excess Return for the Final Performance Period x 20% x Average Net Assets for the Final Performance Period) x (the number of days since the Effective Date through the withdrawal / 365). Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset Management, LLP for its TIFF Multi-Asset Fund By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxx X. Xxxxxx Name: Xxxx Xxxxxx Title: Secretary Title: Member

Transitional Period. The Transitional Period shall commence on the Effective Date and shall end on the last day of the calendar month in which a full 60 36 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed AssetsFee: The Fund will pay the Manager an asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of the last day of the calendar month based on the Average Net Assets average daily net assets of the SubManaged Account for which compensation is calculated under this Schedule 1-Account II Managed Assets A for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated prorated for any period that is less than a full calendar month. The Investment Management Fee will be paid from the Managed Account assets, except for those fees payable subsequent to a complete withdrawal of the Managed Account assets. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed AssetsFee: For each period and upon a complete withdrawal of the Sub-Managed Account II assets, a Performance Based Fee will be calculated only if the ending net asset value of the Managed AssetsAccount exceeds the High Water Xxxx. If the High Water Xxxx is exceeded for a given period, the Performance Based Fee shall be the higher of zero and the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Managed Account II Managed Assetsassets, in the month that follows such withdrawal. The Performance Based Fee with respect to Sub-shall not be paid from the Managed Account II Managed Assetsassets. Performance Based Fee—Transitional Period: Period 1 (commences on the Effective Date and ends on the last day of the 12th full calendar month after the Effective Date): Period 1 Excess Return x 20% x Period 1 Average Net Assetsaverage net assets of the Managed Account. Period 2 (commences on the Effective Date and ends on the last day of the 24th full calendar month after the Effective Date): (2 x Period 2 Excess Return x 20% x Period 2 Average Net Assetsaverage net assets of the Managed Account) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Date and ends on the last day of the 36th full calendar month after the Effective Date): (3 x Period 3 Excess Return x 20% x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day average net assets of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net AssetsManaged Account) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed AssetsFee—Post-Transitional Period: For each period: Excess Return for the 60 36 month period just ended x 20% x Average Net Assets average net assets of the Managed Account for the 60 36 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed AssetsFee—At Complete Withdrawal of Sub-the Managed Account II Managed Assets assets Final Performance Based Fee: (Excess Return for the Final Performance Period x 20% x Average Net Assets average net assets of the Managed Account for the Final Performance Period) x (the number of days since the end of the 60 month period to which last annual calculation of the Performance Based Fee related calculation period through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Managed Account II Managed Assets assets during the Transitional Period, the Final Performance Based Fee shall be: (Excess Return for the Final Performance Period x 20% x Average Net Assets average net assets of the Managed Account for the Final Performance Period) x (the number of days since the Effective Date through the withdrawal / 365). Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset Management, LLP for its TIFF Multi) – Performance Based Fee paid to-Asset Fund By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxx X. Xxxxxx Name: Xxxx Xxxxxx Title: Secretary Title: Memberdate.

Transitional Period. The Transitional Period shall commence on the Effective Start Date and shall end on the last day of the calendar month in which a full 60 36 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed Assets: . The Fund will pay the Manager an a monthly asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of equal to the last day of the calendar month based on Base Fee Rate divided by 12 multiplied by the Average Net Assets of the Sub-Account II Managed Assets for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated for any period that is less than a full calendar month. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed Assets: . For each period and upon a complete withdrawal of the Sub-Account II Managed Assets, the Performance Based Fee shall be the higher of (i) zero and (ii) the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Account II Managed Assets, in the month that follows such withdrawal. Performance Based Fee with respect to Sub-Account II Managed Assets—Transitional Period: Period 1 (commences on the Effective Start Date and ends on the last day of the 12th full calendar month after the Effective Start Date): (the lesser of (i) Period 1 Excess Return x 2010% or (ii) 1.00%) x Period 1 Average Net Assets. Period 2 (commences on the Effective Start Date and ends on the last day of the 24th full calendar month after the Effective Start Date): (2 x (the lesser of (i) Period 2 Excess Return x 2010% or (ii) 1.00%) x Period 2 Average Net Assets) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Start Date and ends on the last day of the 36th full calendar month after the Effective Start Date): (3 x (the lesser of (i) Period 3 Excess Return x 2010% or (ii) 1.00%) x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net Assets) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional Period: For each period: (the lesser of (i) the Excess Return for the 60 36 month period just ended x 2010% or (ii) 1.00%) x Average Net Assets for the 60 36 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal of Sub-Account II Managed Assets Assets: Final Performance Based Fee: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the end of the 60 36 month period to which last annual calculation of the Performance Based Fee related through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Account II Managed Assets during the Transitional Period, the Final Performance Based Fee shall be: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the Effective Start Date through the withdrawal / 365)) – Performance Based Fee paid to-date. Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset ManagementMission Value Partners, LLP L.L.C. for its TIFF Multi-Asset Fund By: /s/ Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxx XxXxxxxxx Name: Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx Name: Xxxx Xxxxxx XxXxxxxxx Title: Secretary Vice President Title: MemberPresident

Transitional Period. The Transitional Period shall commence on the Effective Date and shall end on the last day of the calendar month in which a full 60 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed Assets: The Fund will pay the Manager an asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of the last day of the calendar month based on the Average Net Assets of the Sub-Account II Managed Assets for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated for any period that is less than a full calendar month. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed Assets: For each period and upon a complete withdrawal of the Sub-Account II Managed Assets, the Performance Based Fee shall be the higher of zero and the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Account II Managed Assets, in the month that follows such withdrawal. Performance Based Fee with respect to Sub-Account II Managed Assets—Transitional Period: Period 1 (commences on the Effective Date and ends on the last day of the 12th full calendar month after the Effective Date): Period 1 Excess Return x 20% x Period 1 Average Net Assets. Period 2 (commences on the Effective Date and ends on the last day of the 24th full calendar month after the Effective Date): (2 x Period 2 Excess Return x 20% x Period 2 Average Net Assets) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Date and ends on the last day of the 36th full calendar month after the Effective Date): (3 x Period 3 Excess Return x 20% x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net Assets) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional Period: For each period: Excess Return for the 60 month period just ended x 20% x Average Net Assets for the 60 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal of Sub-Account II Managed Assets Final Performance Based Fee: (Excess Return for the Final Performance Period x 20% x Average Net Assets for the Final Performance Period) x (the number of days since the end of the 60 month period to which last annual calculation of the Performance Based Fee related through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Account II Managed Assets during the Transitional Period, the Final Performance Based Fee shall be: (Excess Return for the Final Performance Period x 20% x Average Net Assets for the Final Performance Period) x (the number of days since the Effective Date through the withdrawal / 365). Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset Management, LLP for its TIFF Multi-Asset Fund By: /s/ /s/Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxx X. Xxxxxx Name: Xxxx Xxxxxx Title: Secretary Title: Member

Transitional Period. The Transitional Period shall commence on the Effective Start Date and shall end on the last day of the calendar month in which a full 60 36 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed Assets: . The Fund will pay the Manager an a monthly asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of equal to the last day of the calendar month based on Base Fee Rate divided by 12 multiplied by the Average Net Assets of the Sub-Account II Managed Assets for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated for any period that is less than a full calendar month. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed Assets: . For each period and upon a complete withdrawal of the Sub-Account II Managed Assets, the Performance Based Fee shall be the higher of (i) zero and (ii) the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Account II Managed Assets, in the month that follows such withdrawal. Performance Based Fee with respect to Sub-Account II Managed Assets—Transitional Period: Period 1 (commences on the Effective Start Date and ends on the last day of the 12th full calendar month after the Effective Start Date): (the lesser of (i) Period 1 Excess Return x 2010% or (ii) 1.00%) x Period 1 Average Net Assets. Period 2 (commences on the Effective Start Date and ends on the last day of the 24th full calendar month after the Effective Start Date): (2 x (the lesser of (i) Period 2 Excess Return x 2010% or (ii) 1.00%) x Period 2 Average Net Assets) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Start Date and ends on the last day of the 36th full calendar month after the Effective Start Date): (3 x (the lesser of (i) Period 3 Excess Return x 2010% or (ii) 1.00%) x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net Assets) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional Period: For each period: (the lesser of (i) the Excess Return for the 60 36 month period just ended x 2010% or (ii) 1.00%) x Average Net Assets for the 60 36 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal of Sub-Account II Managed Assets Assets: Final Performance Based Fee: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the end of the 60 36 month period to which last annual calculation of the Performance Based Fee related through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Account II Managed Assets during the Transitional Period, the Final Performance Based Fee shall be: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the Effective Start Date through the withdrawal / 365)) – Performance Based Fee paid to-date. Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset ManagementMission Value Partners, LLP L.L.C. for its TIFF Multi-Asset International Equity Fund By: _/s/ Xxxx X. Xxxxxx Kxxxx Lundstrom_________ By: ____/s/ Xxxx Xxxxxx Axxxxx McDermott____ Name: Xxxx X. Xxxxxx Kxxxx Xxxxxxxxx Name: Xxxx Xxxxxx Axxxxx XxXxxxxxx Title: Secretary Vice President Title: MemberPresident

Transitional Period. The Transitional Period shall commence on the Effective Start Date and shall end on the last day of the calendar month in which a full 60 36 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed Assets: . The Fund will pay the Manager an a monthly asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of equal to the last day of the calendar month based on Base Fee Rate divided by 12 multiplied by the Average Net Assets of the Sub-Account II Managed Assets for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated for any period that is less than a full calendar month. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed Assets: . For each period and upon a complete withdrawal of the Sub-Account II Managed Assets, the Performance Based Fee shall be the higher of (i) zero and (ii) the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Account II Managed Assets, in the month that follows such withdrawal. Performance Based Fee with respect to Sub-Account II Managed Assets—Transitional Period: Period 1 (commences on the Effective Start Date and ends on the last day of the 12th full calendar month after the Effective Start Date): (the lesser of (i) Period 1 Excess Return x 2010% or (ii) 1.00%) x Period 1 Average Net Assets. Period 2 (commences on the Effective Start Date and ends on the last day of the 24th full calendar month after the Effective Start Date): (2 x (the lesser of (i) Period 2 Excess Return x 2010% or (ii) 1.00%) x Period 2 Average Net Assets) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Start Date and ends on the last day of the 36th full calendar month after the Effective Start Date): (3 x (the lesser of (i) Period 3 Excess Return x 2010% or (ii) 1.00%) x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net Assets) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional Period: For each period: (the lesser of (i) the Excess Return for the 60 36 month period just ended x 2010% or (ii) 1.00%) x Average Net Assets for the 60 36 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal of Sub-Account II Managed Assets Assets: Final Performance Based Fee: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the end of the 60 36 month period to which last annual calculation of the Performance Based Fee related through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Account II Managed Assets during the Transitional Period, the Final Performance Based Fee shall be: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the Effective Start Date through the withdrawal / 365)) – Performance Based Fee paid to-date. Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset ManagementMission Value Partners, LLP L.L.C. for its TIFF Multi-Asset International Equity Fund By: /s/ Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxx XxXxxxxxx Name: Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx Name: Xxxx Xxxxxx XxXxxxxxx Title: Secretary Vice President Title: MemberPresident

Transitional Period. The Transitional Period shall commence on the Effective Start Date and shall end on the last day of the calendar month in which a full 60 36 months of performance has been achieved. In the event that the Effective Date is other than the at the Fund’s close of business on the last day of a calendar month, the performance for such partial month shall be included with the performance for the next succeeding 12, 24, 36, 48, or 60 calendar months, as the case may be, and the performance for such periods shall be annualized. Investment Management Fee with respect to Sub-Account II Managed Assets: . The Fund will pay the Manager an a monthly asset based fee of 35 basis points (0.35%) per annum, calculated monthly as of equal to the last day of the calendar month based on Base Fee Rate divided by 12 multiplied by the Average Net Assets of the Sub-Account II Managed Assets for the month to which the fee relates. The Investment Management Fee will be paid by the tenth business day of the following month and will be pro-rated for any period that is less than a full calendar month. Calculation and Payment of Performance Based Fee with respect to Sub-Account II Managed Assets: . For each period and upon a complete withdrawal of the Sub-Account II Managed Assets, the Performance Based Fee shall be the higher of (i) zero and (ii) the amount determined using the applicable formula set forth below. The Performance Based Fee shall be payable annually in arrears commencing in the month that follows the last calendar month in Period 1 (as defined below) and each year thereafter in the same calendar month of the year or, in the event of a complete withdrawal of Sub-Account II Managed Assets, in the month that follows such withdrawal. Performance Based Fee with respect to Sub-Account II Managed Assets—Transitional Period: Period 1 (commences on the Effective Start Date and ends on the last day of the 12th full calendar month after the Effective Start Date): (the lesser of (i) Period 1 Excess Return x 2010% or (ii) 1.00%) x Period 1 Average Net Assets. Period 2 (commences on the Effective Start Date and ends on the last day of the 24th full calendar month after the Effective Start Date): (2 x (the lesser of (i) Period 2 Excess Return x 2010% or (ii) 1.00%) x Period 2 Average Net Assets) – Performance Based Fee paid to-date. Period 3 (commences on the Effective Start Date and ends on the last day of the 36th full calendar month after the Effective Start Date): (3 x (the lesser of (i) Period 3 Excess Return x 2010% or (ii) 1.00%) x Period 3 Average Net Assets) – Performance Based Fee paid to-date. Period 4 (commences on the Effective Date and ends on the last day of the 48th full calendar month after the Effective Date): (4 x Period 4 Excess Return x 20% x Period 4 Average Net Assets) – Performance Based Fee paid to-date. Period 5 (commences on the Effective Date and ends on the last day of the 60th full calendar month after the Effective Date): (5 x Period 5 Excess Return x 20% x Period 5 Average Net Assets) – Performance Based Fee paid to-date. Performance Based Fee with respect to Sub-Account II Managed Assets—Post-Transitional Period: For each period: (the lesser of (i) the Excess Return for the 60 36 month period just ended x 2010% or (ii) 1.00%) x Average Net Assets for the 60 36 month period just ended. Marathon Amended and Restated Schedule I Performance Based Fee with respect to Sub-Account II Managed Assets—At Complete Withdrawal of Sub-Account II Managed Assets Assets: Final Performance Based Fee: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the end of the 60 36 month period to which last annual calculation of the Performance Based Fee related through the withdrawal date / 365); provided, however, that for any complete withdrawal of Sub-Account II Managed Assets during the Transitional Period, the Final Performance Based Fee shall be: ((the lesser of (i) the Excess Return for the Final Performance Period x 2010% or (ii) 1.00%) x Average Net Assets for the Final Performance Period) x (the number of days since the Effective Start Date through the withdrawal / 365)) – Performance Based Fee paid to-date. Agreed and Accepted: Agreed and Accepted: TIFF Investment Program, Inc. Marathon Asset ManagementMission Value Partners, LLP L.L.C. for its TIFF Multi-Asset Fund By: ___/s/ Xxxx X. Xxxxxx Kxxxx Lundstrom_______ By: ___/s/ Xxxx Xxxxxx Axxxxx McDermott_____ Name: Xxxx X. Xxxxxx Kxxxx Xxxxxxxxx Name: Xxxx Xxxxxx Axxxxx XxXxxxxxx Title: Secretary Vice President Title: MemberPresident