AMENDMENT to CUSTODIAN AGREEMENT
AMENDMENT
to
AMENDMENT AGREEMENT, effective as of
July 1, 2008, 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
from time to time (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 to reflect, among other things,
modifications to the existing fee and operational arrangements between the Funds
and State Street, 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:
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1.
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Amendments.
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(a) Section
13 of the Custodian Agreement is hereby deleted in its entirety and replaced
with the following:
“13. Additional Services. The Bank
shall perform additional services for the Fund as agreed by the parties for such
compensation as agreed upon by the parties from time to time.”
(b) The
first three sentences of the second paragraph of Section 14.6 of the Custodian
Agreement are hereby deleted in their entirety and replaced with the
following:
“Fees and expenses will be calculated
monthly. Fees and expenses owed to the Bank for any month may be charged against
any cash balance held by a Fund.”
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(c)
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Paragraphs
(a) and (b) of Section 18 of the Custodian Agreement are hereby amended to
amend the notice addresses to the Funds and to State Street, as
follows:
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“(a)
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In
the case of notices sent to a Fund,
to:
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TIFF
Advisory Services, Inc.
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Four
Tower Bridge
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000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
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X.
Xxxxxxxxxxxx,
XX 00000
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Attention:
Xxxxxxx X. Xxxxxxxx
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With
a copy to: Xxxxxxxx X.
Maestro
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Telephone:
000-000-0000
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Telecopy:
000-000-0000
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(b)
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In
the case of notices sent to the Bank
to:
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State
Street Bank and Trust Company
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Xxxx
Xxxxxxx Tower
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200
Clarendon Street, JHT
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Xxxxxx,
Xxxxxxxxxxxxx 00000
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Attention: Xxxxxx
Xxxxxxx
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Telephone: 000-000-0000
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Telecopy: 000-000-0000”
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(d) Appendices
A and B are hereby deleted in their entirety and replaced with Appendices A and
B attached hereto, as the same may be amended from time to time.
(e) Appendices
C and D of the Custodian Agreement are hereby deleted in their
entirety.
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2.
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Miscellaneous.
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(a)
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The
obligations of each Fund shall be several and not
joint.
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(b)
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Except
as amended hereby, the Custodian Agreement shall remain in full force and
effect.
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(c)
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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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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/ Xxxxxxxx X.
Maestro
Name:
Xxxxxxxx X.
Maestro
Title: Authorized
Agent
STATE
STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X.
XxXxxxx
Name:
Xxxxxxx X.
XxXxxxx
Title:
Senior Vice
President
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
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
APPENDIX
B
NAV
Calculation Schedule:
TIFF Investment Program,
Inc.
NAVs are
calculated on each Business Day in the year. There are 11 holidays during the
year which are not Business Days: New Year’s Day, Xx. Xxxxxx Xxxxxx Xxxx Xx.’s
Birthday, Presidents’ Day, Good Friday, Memorial Day, Fourth of July, Labor Day,
Columbus Day, Veterans’ Day, Thanksgiving and Christmas.
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
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
The Bank
shall prepare in accordance with generally accepted accounting principles, and
deliver to TAS on or before 60 days after the end of each fiscal quarter,
quarterly statements of the Company’s assets and liabilities and Members’
capital, based on the most recent financial information received from the
Underlying Funds.
TIFF
Absolute Return Pool
TIFF Absolute Return Pool
II
Valuation
Day for each Class is defined as the last Business Day of each Month whilst
there are Redeemable Shares of any relevant Class outstanding (or such other day
or days as the Directors may determine from time to time on a case by case basis
or generally) as of which the Net Asset Value of each Series of the Class and of
the Redeemable Shares of each Series of that Class is calculated.
Business
Day is defined as a day of which banks and the New York Stock Exchange are
authorized to open for business in New York and the Caymen Islands.
