AMENDMENT to TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit
99 (h7)
AMENDMENT
to
THIS AMENDMENT to TRANSFER AGENCY AND SERVICE
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 Transfer Agency and
Service Agreement dated August 15, 2003, as amended, modified and
supplemented from time to time (the “Transfer Agency Agreement”);
WHEREAS, IBT merged with and
into State Street, effective July 2, 2007, with the result that State Street now
serves as Transfer Agent under the Transfer Agency Agreement;
WHEREAS, the Funds and State
Street have amended the Transfer Agency Agreement previously as
follows: Amendment dated May 1, 2006; and Amendment dated July 1,
2008;
WHEREAS, the Funds have
requested that State Street amend the Transfer Agency Agreement again and State
Street has agreed to do so as an accommodation to the Funds notwithstanding that
as amended, the Transfer Agency Agreement is not identical to the form of
transfer agency agreements customarily entered into by State Street as transfer
agent, 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. Amendment.
Section
16.1 of the Transfer Agency Agreement is hereby amended by deleting the lead-in
paragraph of such Section 16.1 in its entirety and replacing it with the
following language:
“Termination of
Agreement. 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 Transfer Agency 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/ Xxxxxxx Xxxxxxxx | |
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Name:
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Xxxxxxx Xxxxxxxx | ||
| 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
ABSOLUTE RETURN POOL
TIFF
ABSOLUTE RETURN POOL II
