AMENDMENT to ADMINISTRATION 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 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; and
WHEREAS, the Funds have
requested that State Street amend the Administration Agreement 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:
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1.
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Amendments.
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(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 and second sentences of Section 3 of the Administration Agreement are
hereby amended by deleting the language “Appendix B hereto” and “Appendix B” and
replacing it with “the separate services operating matrix agreed to by the Funds
and State Street from time to time.”
(c) Paragraph
two of Section 5 of the Administration Agreement is hereby amended by deleting
the language “Appendix C hereto” and replacing it with “the fee schedule and
payment dates agreed to by the Funds and State Street from time to
time.”
(d) Paragraph
(a) of Section 8 of the Administration Agreement is hereby amended to update the
notice addresses for the Funds and State Street, as follows:
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
X.X. Xxx
0000
Xxxxxx,
Xxxxxxxxxxxxx 00000-0000
Attention
Fund Administration, Legal Department
Facsimile: 000-000-0000
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(e)
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Appendices
B, C and the Fee Schedule of the Administration 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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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)
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The
obligation 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
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
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
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
