AMENDMENT to ADMINISTRATION AGREEMENT
Exhibit
99 (h8)
AMENDMENT
to
THIS AMENDMENT to ADMINISTRATION AGREEMENT,
effective as of July 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 an Administration
Agreement dated August 15, 2003, as amended, modified and supplemented from time
to time (the “Administration Agreement”);
WHEREAS, IBT merged with and
into State Street, effective July 2, 2007, with the result that State Street now
serves as Administrator under the Administration Agreement;
WHEREAS, the Funds and State
Street have amended the Administration Agreement previously as
follows: Amendment dated October 31, 2005; Amendment dated May
1, 2006; Amendment dated July 1, 2008; Amendment dated December 17,
2008; and Amendment dated January 2, 2009; and
WHEREAS, the Funds have
requested that State Street amend the Administration Agreement again and State
Street has agreed to do so as an accommodation to the Funds notwithstanding that
as amended, the Administration Agreement is not identical to the form of
administration agreements customarily entered into by State Street as
administrator, in order that the services to be provided to the Funds 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.
(a) Section
7(a) of the Administration Agreement is hereby amended by deleting the lead-in
paragraph of such Section 7(a) in its entirety and replacing it with the
following language:
“(a) The
term of this Agreement shall continue through June 16, 2010 (the
“Initial
Term”),
unless earlier terminated as provided herein. After the expiration of
the
Initial
Term, the term of this Agreement shall automatically renew for
successive
one-year
terms (each, a “Renewal Term”) unless written notice of non-renewal
is
delivered
by the non-renewing party to the other party no later than ninety
(90)
days
prior to the expiration of the Initial Term or any Renewal Term, as the
case
may
be.”
2. Miscellaneous.
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(a)
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Except
as amended hereby, the Administration Agreement shall remain in full force
and effect.
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(b)
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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.
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(c) The
obligations of each Fund shall be several and not joint.
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.
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EACH
ENTITY LISTED ON APPENDIX A HERETO
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By:
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/s/ Xxxx X. Xxxxx | ||
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Name:
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Xxxx X. Xxxxx | ||
| Title: | Vice President and Treasurer | ||
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STATE STREET BANK AND TRUST COMPANY
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By:
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/s/ Xxxx X. Xxxxxx | |
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Name:
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Xxxx X. Xxxxxx | ||
| Title: | Senior Vice President | ||
APPENDIX
A
FUNDS
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
PRIVATE EQUITY PARTNERS 2009, 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
REALTY AND RESOURCES 2009, LLC
TIFF REAL
ESTATE PARTNERS I, LLC
TIFF REAL
ESTATE PARTNERS II, LLC
TIFF
ABSOLUTE RETURN POOL
TIFF
ABSOLUTE RETURN POOL II
