AMENDMENT to CUSTODIAN AGREEMENT

AMENDMENT to

CUSTODIAN AGREEMENT

AMENDMENT AGREEMENT, effective as of January 1, 2009, by and among each of the entities listed on Appendix A hereto (each, a “Fund” and collectively, the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “State Street”).

WHEREAS, the Funds and Investors Bank & Trust Company (“IBT”) entered into a Custodian Agreement dated August 15, 2003, (as amended, modified and supplemented through the date hereof, the “Custodian Agreement”);

WHEREAS, IBT merged with and into State Street, effective July 2, 2007, with the result that State Street now serves as Custodian under the Custodian Agreement; and

WHEREAS, the Funds have requested that State Street further amend the Custodian Agreement and State Street has agreed to do so an accommodation to the Funds notwithstanding that, as amended, the Custodian Agreement is not identical to the form of custodian agreement customarily entered into by State Street as custodian, in order that the services to be provided to the Funds on behalf of its Portfolios by State Street, as successor by merger to IBT, may be made consistently and predictably to the Funds.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1. Amendments.

“(i) the names, signatures and authority of the Authorized Persons, which may include, to the extent acceptable to the Bank (after reasonable consideration of all relevant factors), specific transaction authorizations and/or dollar limitations applicable to any Authorized Person;”

2. Miscellaneous.

(a) Except as amended hereby, the Custodian Agreement shall remain in full force and effect.

(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signature Page Follows

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer, as the case may be, as of the date and year first above written.

EACH TIFF ENTITY LISTED ON APPENDIX A HERETO

By:  /s/ Xxxxx Xxxxxxxxx

Name:  Xxxxx Xxxxxxxxx

Title:  Vice President

STATE STREET BANK AND TRUST COMPANY

By:  /s/ Xxxxxx X. Xxxxxxxxxx

Name:  Xxxxxx X. Xxxxxxxxxx

Title:   Vice Chairman

APPENDIX A

TIFF INVESTMENT PROGRAM, INC., on behalf of

TIFF U.S. EQUITY FUND

TIFF INTERNATIONAL EQUITY FUND

TIFF SHORT-TERM FUND

TIFF MULTI-ASSET FUND

TIFF PARTNERS I, LLC

TIFF PARTNERS II, LLC

TIFF PARTNERS III, LLC

TIFF PARTNERS IV, LLC

TIFF PARTNERS V-US, LLC

TIFF PARTNERS V-INTERNATIONAL, LLC

TIFF PRIVATE EQUITY PARTNERS 2005, LLC

TIFF PRIVATE EQUITY PARTNERS 2006, LLC

TIFF PRIVATE EQUITY PARTNERS 2007, LLC

TIFF PRIVATE EQUITY PARTNERS 2008, LLC

TIFF SECONDARY PARTNERS I, LLC

TIFF SECONDARY PARTNERS II, LLC

TIFF REALTY AND RESOURCES I, LLC

TIFF REALTY AND RESOURCES II, LLC

TIFF REALTY AND RESOURCES III, LLC

TIFF REALTY AND RESOURCES 2008, LLC

TIFF REAL ESTATE PARTNERS I, LLC

TIFF REAL ESTATE PARTNERS II, LLC

TIFF ABSOLUTE RETURN POOL

TIFF ABSOLUTE RETURN POOL II