AMENDMENT to CUSTODIAN AGREEMENT
Exhibit
99 (g6)
AMENDMENT
to
AMENDMENT 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 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 amend the Custodian Agreement and State Street has agreed to do so
as 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.
(a) The
first paragraph of Section 16.1 of the Custodian Agreement is hereby deleted in
its entirety and replaced with the following:
“16.1 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 Custodian 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)
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The
obligations of each Fund shall be several and not
joint.
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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/ Xxxx X.
Xxxxx
Name: Xxxx
X. Xxxxx
Title:
Vice President and Treasurer
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
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
