AMENDMENT to TRANSFER AGENCY AND SERVICE 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 Transfer Agency and
Service 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 transfer agent, dividend disbursing agent and agent in connection with
certain other activities under the Transfer Agency and Service Agreement;
and
WHEREAS, the Funds have
requested that State Street amend the Transfer Agency and Service 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
Transfer Agency and Service Agreement is not identical to the form of transfer
agency and service 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. Amendments.
(a) The
previous Appendix A is deleted and replaced with a new Appendix A attached
hereto, as the same may be amended from time to time.
(b) The
first sentence of Section 11.1 of the Transfer Agency and Service Agreement is
hereby deleted in its entirety and replaced with the following “For the services
rendered by the Bank hereunder, the Funds will pay to the Bank such fees at such
rate as shall be agreed upon in writing by the parties from time to
time.”
(c) Section
22 of the Transfer Agency and Service Agreement is hereby amended to update the
notice addresses for the Funds and State Street, as follows and to delete the
requirement that a copy of notices to the Funds be provided to EOS Fund Services
LLC:
To the
Funds:
c/o TIFF
Advisory Services, Inc.
Four
Tower Bridge
000 Xxxx
Xxxxxx Xxxxx, Xxxxx 000
Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Chief
Executive Officer
With a
copy to: Xxxxxxxx X. Maestro
Telephone:
000-000-0000
Facsimile:
000-000-0000
To the
Bank:
STATE
STREET BANK AND TRUST COMPANY
Xxxx
Xxxxxxx Tower
200
Clarendon Street, JHT
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention
Xxxxxx Xxxxxxx
Telephone:
000-000-0000
Facsimile: 000-000-0000
2. Miscellaneous.
|
|
(a)
|
Except
as amended hereby, the Transfer Agency and Service 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.
|
(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.
| EACH 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 | ||
| /s/ Xxxxxxx Xxxxxxxx | |||
| Xxxxxxx Xxxxxxxx | |||
| 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
