AMENDMENT AGREEMENT NO. 2
Exhibit
99 (d26)
AMENDMENT
AGREEMENT NO. 2
Amendment Agreement No. 2, effective as
of July 15, 2003, by and between TIFF Investment Program, Inc. (“TIP”), a
Maryland corporation, for the account of its TIFF Multi-Asset Fund (“Fund”) and
Wellington Management Company LLP, a limited liability partnership
(“Manager”).
WHEREAS, TIP and Manager
entered into a money manager agreement dated December 30, 1994, as amended
September 14, 1999 (the “Money Manager Agreement”); and
WHEREAS, TIP and Manager
desire to amend the Money Manager Agreement as set forth below.
NOW, THEREFORE, in
consideration of the promises and of the mutual covenants and agreements herein
set forth, the parties hereto agree as follows:
1.
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Amendments.
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Section
2(d) of the Money Manager Agreement shall be replaced with the following
language:
(d)Voting. The
Manager shall be authorized to vote on behalf of the Fund any proxies relating
to the Managed Assets, provided, however, that the Manager shall comply with any
instructions received from the Fund as to the voting of securities and handling
of proxies.
2.
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Miscellaneous.
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(a)Except
as amended hereby, the Money Manager Agreement shall remain in full force and
effect.
(b)This
Amendment may be executed in two counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by
its duly authorized officer, as the case may be, as of the date and year first
written above.
TIFF
INVESTMENT PROGRAM, INC.
By: /s/ Xxxxxx
Xxxx
Name: Xxxxxx
Xxxx
Title:President
WELLINGTON
MANAGEMENT COMPANY, LLP
By: /s/ Xxxxx X.
Xxxxxxxx
Name: Xxxxx
Xxxxxxxx
Title:President
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