SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
| Filed by the Registrant | x |
| Filed by a Party other than the Registrant | ¨ |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive additional materials |
| ¨ | Soliciting material pursuant to Rule 14a-12 |
TIFF INVESTMENT PROGRAM INC.
(Name of Registrant as Specified in Its Charter/Declaration of Trust)
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of filing fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| (2) | Aggregate number of securities to which transaction applies:____________________ |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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| ¨ | Fee paid previously with preliminary materials: |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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NOTICE OF ANNUALSPECIAL MEETING OF MEMBERS OF
TIFF INVESTMENT PROGRAM INC.
TIFF Multi-Asset Fund
TIFF Short-Term Fund
170 N. Radnor Chester Road, Suite 100
Radnor, Pennsylvania 19428
SPECIAL MEETING OF MEMBERS
TO BE HELD ON JANUARY 23, 2012
To the shareholders (“members”) of TIFF Multi-Asset Fund, TIFF International Equity Fund, TIFF US Equity Fund and TIFF Short-Term Fund (each, a “Fund” and collectively, the “Funds”), each a series of TIFF Investment Program (“TIP”):
NOTICE IS HEREBY GIVEN that an Annuala Special Meeting of Members (the “Meeting”) of the FundsTIP will be held on January 23, 2012November 19, 2020 at 2:4:00 p.m., Eastern time, at the offices of TIFF Advisory Services, Inc., Four Tower Bridge, 200 Barr Harbor Drive,170 N. Radnor Chester Road, Suite 100, West Conshohocken,300, Radnor, Pennsylvania 19428.
The Meeting is being held for the following purposes:
| 1. | To elect |
| 2. | To transact such other business as may properly come before the Meeting or any adjournment(s) thereof. |
Members of record as of the close of business on December 2, 2011October 1, 2020 will be entitled to notice of, and to vote at, the Meeting orand any adjournment(s) thereof. If you attend the Meeting, you may vote your shares in person. EVEN IF YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. Any member, or a person authorized to act on its behalf, who is present at the Meeting may vote personally on all matters properly brought before the Meeting and, in that event, such member’s proxy will not be used. Please be aware that due to the COVID-19 protocols, you will not be admitted to the Meeting to cast your vote in person unless you wear a face mask and complete the health screening questionnaire and self-certification that will be provided at the Meeting. To obtain directions to be able to attend the Meeting and vote in person, please contact TIFF Member Services at 610-684-8200.1-610-684-8200. The enclosed proxy card is being solicited on behalf of the board of directorstrustees of TIP.
By order of the Funds.board of trustees of
TIFF Investment Program
Christian A. Szautner, Secretary
October 16, 2020
 | |
TIFF INVESTMENT PROGRAM
170 N. Radnor Chester Road, Suite 300
Radnor, Pennsylvania 19087
TIFF Multi-Asset Fund
TIFF Short-Term Fund
PROXY STATEMENT
OCTOBER 16, 2020
FOR THE ANNUALSPECIAL MEETING OF MEMBERS
TO BE HELD ON JANUARY 23, 2012
This proxy statement is being furnished in connection with the solicitation of proxies by the board of directorstrustees of TIFF Investment Program Inc. (“TIP”) for use at an annuala special meeting (the “Meeting”) of the shareholders (“members”) of TIFF Multi-Asset Fund TIFF International Equity Fund, TIFF US Equity Fund,(“MAF”) and TIFF Short-Term Fund (“STF”) (each a “Fund,” and, collectively, the “Funds”), each a series of TIP, to be held at 2:4:00 p.m., Eastern time, on January 23, 2012,November 19, 2020, at the offices of TIFF Advisory Services, Inc. (“TAS”), Four Tower Bridge, 200 Barr Harbor Drive,170 N. Radnor Chester Road, Suite 100, West Conshohocken,300, Radnor, Pennsylvania 19428,19087, and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of AnnualSpecial Meeting of Members (the “notice”). The notice, this proxy statement, and the enclosed proxy card are first being mailed or otherwise being made available to members on or about December 19, 2011.October 16, 2020. Please read this proxy statement and keep it for future reference. TIP’s principal executive offices are located at Four Tower Bridge, 200 Barr Harbor Drive,the offices of its investment advisor, TAS, at 170 N. Radnor Chester Road, Suite 100, West Conshohocken,300, Radnor, Pennsylvania 19428.
Important Notice Regarding the Availability of Proxy Materials for the Funds’ AnnualTIP’s Special Shareholder Meeting to be held on January 23, 2012:November 19, 2020: A copy of the notice and this proxy statement is available at https://wwws.tiff.org/mutualfunds/Reports/proxy/TIPFundsProxy.pdf.www.tipfunds.org. The Funds’ most recent annual and semiannualsemi-annual shareholder reports are available at https://wwws.tiff.org/mutualfunds/QTRRepDoc/QRFinancial.aspx.
The Meeting has been called for the purpose of having the members of the FundsTIP consider and vote upon the proposal listed below (the “Proposal”) and on any other matter that may properly come before the Meeting. TheThis proxy statement contains information you should know before voting on the Proposal.
| Proposal | Affected Fund(s) | |
To elect Mark L. Baumgartner, Craig R. Carnaroli, TIP | Both Funds |
The board of directorstrustees of TIP, all of whom are not “interested persons” of TIP (the “board” or the “TIP board”), as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), is soliciting votes from members of the Funds. The solicitation of votes is made by the mailing of this proxy statement and the accompanying proxy card on or about December 19, 2011.October 16, 2020. The appointed proxies will vote in their discretion on any other business, including any adjournment of the Meeting, as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Any additional matters would only include matters that were not anticipated as of the date of this proxy.
All proxies solicited by the board that are properly executed and received by TIP’s Secretary prior to the Meeting, and are not revoked prior to their exercise, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed and returned proxy card, it will be voted FOR the election of all nominees. All shares that are voted and votes to ABSTAIN will be counted toward establishing a quorum. TheBecause all of the Funds’ shares are held directly by its members and not through any brokers, dealers or other financial intermediaries, TIP does not expect to receive any ‘broker non-votes.’ Shares that represent ‘broker non-votes’ are shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. If the Funds do not anticipatewere to receive any broker non-votes.non-votes, such shares would be counted as shares present and entitled to vote at the Meeting for purposes of determining whether the required quorum of shares exists. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not be counted for purposes of obtaining approval of the Proposal. Any proxy given by a member is revocable until voted at the Meeting.
A quorum will exist if members entitled to cast one-third of the votes entitled to be cast at the Meeting, without regard to class, are present at the Meeting, in person or by proxy. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposal are not received, or for any other reason deemed necessary or desirable, the Meeting chairmembers present, in person or by proxy, may proposevote on one or more adjournments of the Meeting to permit further solicitation of proxies.
Members of the Funds will vote together for the election of directors.trustees. Members of record at the close of business on December 2, 2011October 1, 2020 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournments(s) thereof. MembersA member of a Fund on the Record Date shall be entitled to one vote for each dollar, and a proportionate fraction of a vote for each fraction of a dollar, of the net asset value per share of each share of common stock of the Fund held by the member on the Record Date on each matter submitted to a vote at the Meeting. As of the Record Date, the following shares of each Fund were issued and outstanding and entitled to vote, and the net asset value per share/votes per share waswere as follows:
| 2 |
Issued and Outstanding Shares | Net Asset Value/ Votes Per Share | ||||||
| TIFF Multi-Asset Fund | 94,460,773.899 shares | $15.34 | |||||
| TIFF Short-Term Fund | 8,224,677.18 shares | $ | 9.86 |
| I. | PROPOSAL: ELECTION OF TRUSTEES |
At the Meeting, four directorstrustees will be elected to constitute the entire board of TIP, each to serve until his or her successor is duly elected and qualified or until his or her earlier resignation, death, or removal. The nominees are Mark L. Baumgartner, Craig R. Carnaroli, Sheryl Johns, William F. McCalpin, and N.P. “Narv” NarvekarMai-Anh Tran (each, a “Nominee” and collectively, the “Nominees”), all of whom are not interested persons of TIP and are therefore considered independent. It is the intention of the persons named in the enclosed proxy to vote in favor of the Nominees in the absence of instructions to the contrary.
Experience of Directors.
Mr. Baumgartner has served as a trustee since 2016. Mr. Baumgartner’s six years’ experience as chief investment officer overseeing the endowment portfolio of an historically significant research institute, along with his prior five years’ experience as director of asset allocation at a major foundation and eleven years’ investment experience at various financial services firms, give him a comprehensive understanding of investment management, risk control, and endowment issues. In addition, in his four years as an independent trustee of TIP, he has developed an understanding of the Funds’ operations and strategies. Mr. Baumgartner is also a Chartered Financial Analyst.
Mr. Carnaroli ishas served as a nominee for election to the board.trustee since 2012. Mr. Carnaroli’s tennineteen years’ experience as executive vice president of a large academic institution, where his responsibilities include oversight of audit, compliance, budgeting and finance, and investment functions, plus his prior experience in municipal securities at a financial services firm, give him extensive knowledge of investment and financial management matters.
| 3 |
Mr. McCalpin has served as a directortrustee since 2008. Mr. McCalpin’s nineseventeen years’ experience as a trustee of aanother large mutual fund complex, including threetwelve years as independent chair, givesand his experience in the investment management industry, previously as a managing partner of impact investing and as chief executive officer of a firm focused on impact investing, give him an extensive understanding of regulatory, investment management, and corporate governance issues. As a consultant to foundations and as a former senior executive of a substantial private foundation, he has in-depth knowledge of issues relating to the non-profit community. In addition, his threetwelve years as an independent directortrustee and chair of TIP’s board provide him with an extensive understanding of the Funds’ operations.
Ms. Tran is a nominee for election to the board. Ms. Tran’s 10 years’ experience as a financial executive of a large, international foundation, where her responsibilities include overseeing all audit, budget, compliance, tax, insurance and treasury functions, plus her prior experience in capital markets, mergers and acquisitions and private equity as a director since 2010. Mr. Narvekar’s nine years’ experience as the head of endowment investment at a major research university, along with his prior four years’ experience as deputy head of investments at another major research universityresponsible for sourcing and fourteen years at a financial services firm,executing transactions, give him a comprehensive understandingher extensive knowledge of investment and financial management and endowment issues. In addition, his two years as an independent director of TIP provide him with an extensive understanding of the Funds’ operations.
The Nominees were recommended to the Funds’ board by the Funds’ governance committee of the board and the board approved the nominations. The Funds’ members have previously elected Ms. JohnsMessrs. McCalpin and Mr. McCalpin,Carnaroli, but have not elected Messrs. CarnaroliMr. Baumgartner or Narvekar.Ms. Tran. Mr. McCalpin recommended Mr. CarnaroliMs. Tran as a Nominee to the governance committee. The board knows of no reason why the Nominees would be unable to serve as directors,trustees, but in the event of such unavailability, the proxies received will be voted for such substitute nominees as the governance committee may recommend and the board may approve.
The following table provides information concerning the Nominees for election by members, the current directorstrustees of the Funds,TIP, and the executive officers of the Funds.TIP. Unless otherwise noted, (i) each directortrustee and officer has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity, and (ii) the address of the directorstrustees and officers is Four Tower Bridge, 200 Barr Harbor Drive,170 N. Radnor Chester Road, Suite 100, West Conshohocken,300, Radnor, Pennsylvania 19428.
| 4 |
Name and Age / Position(s) Held with TIP | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex to be Overseen by Trustee or Nominee for Trustee | Other Directorships Held by Trustee or Nominee for Trustee During Past Five Years | |||||||||
| Independent | |||||||||||||
Mark L. Baumgartner Born 1969 Trustee | Since 2016 | Chief Investment Officer, Institute for Advanced Study, a private, independent academic institution (2014-present). | 2 | Trustee, YMCA Retirement Fund. | |||||||||
Craig R. Carnaroli Born 1963 | Trustee | Since 2012 | Executive Vice President, University of Pennsylvania. | 2 | University City District; University City Science Center; | ||||||||
William F. McCalpin Born Trustee and Chairperson | Since | Independent consultant; Chair of the Board of Trustees of The Janus Henderson Funds (2008-present); Trustee of The Janus Henderson Funds (2002-present); Formerly, Managing Partner, Impact Investments, Athena Capital Advisors, LLC, an independent, registered advisor (2016-2019); Managing Director, Holos Consulting LLC, a consultant to foundations and non-profit organizations (2009-2016); Chief Executive | 2 | ||||||||||
Mai-Anh Tran Born Trustee | N/A | 2 | |||||||||||
| 5 |
| Name and Age | Position(s) held with Funds | Length of Time Served | ||||||||
Principal Occupation(s) During Past Five Years | ||||||
Principal | ||||||
Clarence Kane Brenan Born | President / Chief Executive Officer | Since | CEO, TIFF Advisory Services, Inc. | |||
Jay L. Willoughby Born | Since | |||||
Katherine M. Billings Born | Chief Financial Officer / Treasurer | Since |
| Vice President and Treasurer, TIFF Advisory Services, Inc. | ||||||
Zane T. Hamid Born | Vice President | Since | Vice President and Head of Fund Operations, TIFF Advisory Services, Inc. | |||
Christian A. Szautner Born 1972 | Chief Compliance Officer, Vice President, Secretary and Chief Legal Officer | CCO Since | Vice President and Chief Compliance Officer, TIFF Advisory Services, Inc. | |||
Robert J. Zion Born 1961 | Vice President, COO and Assistant Treasurer | Vice President and COO since March 2017; Assistant Treasurer since July 2017 | Vice President and Chief Operating Officer, TIFF Advisory Services, Inc. (March 2017-present); Chief Operating Officer, among other positions, Hirtle Callaghan & |
* The officers of TIP are elected annually by the board.
Trustee Compensation.
Except as described below, all of the| † | Effective January 1, 2006, TIP instituted a matching gift program. TIP will match contributions made by TIP independent trustees who do not receive compensation from TIP to eligible tax-exempt charitable organizations. TIP will match only the gift portion of payments to charitable organizations. Any payment for which the donor receives a specific benefit in return will be reduced by the fair market value of the benefit to determine the gift portion of the payment. |
| 6 |
General Information Regarding the Board of Directors.
Board Leadership Structure and Oversight of Risk Management
.The following provides an overview of the leadership structure of the TIP board and the TIP board’s oversight of TIP’s risk management process. The TIP board is currently composed of threeTIP has retained TAS as TIP’s investment advisor and State Street Bank and Trust Company (‘‘(“State Street Bank’’Bank”) as TIP’s administrator. In addition,administrator and custodian. TAS provides certain additional services pursuant to a services agreement. TAS provides the TIP Funds with investment advisory services and is responsible for managing the investment program of the Funds, including monitoring the performance of the Funds, and the money managers and the risks that arise from the investment strategies pursued by each Fund. With respect to MAF, TAS is also responsible for monitoring and overseeing the Fund’s investment in acquired funds, which include exchange-traded funds, open-end mutual funds and private investment funds, including hedge funds, and for monitoring and overseeing the external money managers.managers that also manage assets for MAF. State Street Bank provides specified services necessary to the general day-to-day business activities and operations of TIP, other than investment advisory activities. In addition, TAS provides certain other services to TIP pursuant to a services agreement. As part of its duties under the services agreement, TAS provides general oversight of State Street Bank and other vendors providing services to the Funds.
| 7 |
Risks to TIP include, among others, investment risk, credit risk, counterparty risk, liquidity risk, valuation risk, compliance and regulatory risk, and operational risk, as well as the overall business riskrisks relating to the Funds. TAS monitors the Funds with respect to these risks and others, and, with respect to TIFF Multi-Asset Fund, TIFF International Equity Fund, and TIFF US Equity Fund,MAF, allocates and re-allocates TIP’sthe Fund’s assets among the acquired funds and money managers, taking into consideration eachthe Fund’s investment and performance objectives as well as other variables, such as the performance of the acquired funds and the money managers’ performance,managers, prevailing market conditions, and other factors TAS deems relevant. (As of the date of this proxy statement, TIFF International Equity Fund and TIFF US Equity Fund are in the process of being liquidated, which liquidation is expected to be completed prior to the date of the Meeting.) TAS recommends to the TIP board additional money managers to invest the Funds’MAF’s assets, in light of the capabilities of available managers and TAS’s expectations as to the way in which the investment programs and styles of the money managers will complement each other and contribute to the overall performance of the Funds.MAF. In addition, TAS reviews the investment objectives, policies and restrictions applicable to the Funds and recommends such changes to the TIP board as TAS deems appropriate. In so doing, TAS considers the risks associated with each money manager’s investment strategy with respect to MAF, including liquidity constraints and potential valuation issues, as well as the policies and restrictions adopted by the Funds,Fund, and allocates assets and takes other steps in an effort to adjust the risk level of each Fund accordingly. While TAS is authorized to allocate and re-allocate assets among existing money managers, the TIP board must approve the appointment of any new money managers.
In connection with each of the TIP board’s regular meetings, the board receives a quarterly compliance report from TIP’s CCO and the independent directorstrustees meet separately from TAS management and staff with their independent counsel and with TIP’sthe CCO. During these meetings the independent directorstrustees and the CCO discuss issues related to portfolio compliance and on at least an annual basis,other compliance matters. In addition, the TIP board receives a written compliance report each quarter as well as a written annual report from the CCO regarding the adequacy and effectiveness of TIP’s compliance program. In addition,Pursuant to Rule 22e-4 under the 1940 Act, the TIP board receives annually from TIP’s liquidity risk program administrator a written report that addresses the operation of TIP’s liquidity risk management program and assesses its adequacy and effectiveness of implementation. In addition, TIP’s liquidity risk program administrator provides a summary liquidity report to the TIP board on a quarterly basis. The TIP board also receives reports from TAS on the investments, portfolio positioning, strategies and characteristics, performance, liquidity, and certain valuation matters of the Funds. The TIP board receives reports from TAS regarding TIP’s primary service providers on a periodic or regular basis, including the money managers as well as TIP’s administrator and custodian. The TIP board also requires TAS to report to the TIP board on other matters relating to risk management on a regular and as-needed basis.
Audit Committee.
Each of TIP’s independent| 8 |
Governance Committee.
Each of TIP’s independentInvestment Oversight Committee.
Each of TIP’s independent| 9 |
Share Ownership of TIP Directors.
| Name of | Dollar Range of Equity Securities in Each | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
| Independent | ||
| Mark L. Baumgartner | None | None |
| Craig R. Carnaroli | None | None |
| William F. McCalpin | None | None |
‡ Securities valued as of October 1, 2020.
To the knowledge of the Funds, as of December 2, 2011,October 1, 2020, the independent directorstrustees and their immediate family members did not own beneficially or of record securities of, and did not have during the past five years any direct or indirect interest the value of which exceeds $120,000 in, any investment advisor or money manager of the Funds, the principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with any investment advisor, or money manager, or principal underwriter of the Funds.
Member Communications to the Directors.
| 10 |
Vote Required.
The election ofTIP’S DIRECTORSTRUSTEES RECOMMEND THAT
MEMBERS VOTE “FOR” EACH NOMINEE.
| II. | OTHER MATTERS TO COME BEFORE THE MEETING |
Management of TIP does not know of any matters to be presented at the Meeting other than those described in this proxy statement. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.
| III. | INFORMATION ABOUT TIP AND ITS OTHER SERVICE PROVIDERS |
Investment Advisor.
TAS, with principal offices atMoney Managers.
In addition to TAS,Amundi Pioneer Institutional Asset Management, Inc. 60 State Street, Boston, MA 02109 | Kopernik Global Investors, LLC Two Harbour Place, 302 Knights Run Avenue, Suite 1225, Tampa, FL 33602 |
AQR Capital Management, LLC Two Greenwich Plaza, Greenwich, CT 06830 | Mission Value Partners, LLC 793 Broadway, Sonoma, CA 95476 |
Deep Basin Capital LP 484 Pacific Street, Stamford, CT 06902 | NewGen Asset Management Limited Commerce Court North, Suite 2900, 25 King Street West, POB 405, Toronto, ON, Canada |
Fundsmith, LLP 33 Cavendish Square, London, W1G 0PW | Strategy Capital LLC One First Street, Suite 13, Los Altos, CA 94022 |
Green Court Capital Management Limited Suites 4007 – 4008, 40/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong | TB Alternative Assets Ltd. 2001, Agricultural Bank of China Tower, 50 Connaught Road, Central, Hong Kong |
Keel Capital AB Gamla Brogatan 34, 111 20 Stockholm, Sweden |
Custodian, Administrator, Fund Accounting Agent, Transfer Agent, Registrar, and Dividend Disbursing Agent
. State Street Bank,| 11 |
Other Administrative Services.
TAS provides certain administrative services to the Funds pursuant to a services agreement between TIP, on behalf of the Funds, and TAS.Distributor.
Independent Accountants.
Representatives of E&YPwC are not expected to be present at the Meeting, will have the opportunity, but have not expressed a desire, to make a statement at the Meeting, and are not expected to be immediately available should any matter arise requiring their presence. If any such matter should arise, E&YPwC will be contacted following the Meeting. Certain fees paid to E&YPwC for the fiscal years ended December 31, 20092018 and 20102019 are set forth below.
Audit Fees.
The aggregate Audit Fees billed for professional services by TIP’s independent accountant,| 2009 | 2010 | |||
| $213,300 | $221,100 |
| 2018 | 2019 | ||
| $174,750 | $175,900 |
Audit-Related Fees
. Audit-Related Fees are for assurance and related services by TIP’s independent accountant that are reasonably related to the performance of the audit or review of the Funds’ financial statements, but are not reported as audit fees.| 2009 | 2010 | |||
| $6,000 | $6,000 |
Tax Fees.
The aggregate fees billed by| 2009 | 2010 | |||
| $96,275 | $84,500 |
| 2018 | 2019 | ||
| $73,695 | $90,984 |
All Other Fees
. All other fees would include products and services provided by| 12 |
The Funds’ audit committee has delegated the authority to pre-approve the provision of audit and non-audit services to the chair of the audit committee provided, however, that such pre-approval of audit or non-audit services is subject to ratification by the full audit committee at its next regularly scheduled audit committee meeting. All of the fees disclosed above were approved in advance by the full audit committee.
The aggregate non-audit fees billed by E&YPwC for services rendered to the Funds, and to the Funds’ advisor (not including any subadvisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control with the advisor that provides ongoing services to the Funds for fiscal years ended December 31, 20092018 and 2010,2019, respectively, are shown in the table below. TIP’s audit committee has considered the provision of non-audit services rendered to or paid for by the Funds’ advisor, or any entity controlling, controlled by, or under common control with the advisor, to be compatible with maintaining the principal accounting firm’s independence.
| 2009 | 2010 | |||
| $287,064 | $242,499 |
| 2018 | 2019 | ||
| $289,184 | $272,185 |
Annual Report
. The Funds’ annual report for the fiscal year ended December 31,TIFF Investment Program Inc.
170 N. Radnor Chester Road, Suite 100
Radnor, Pennsylvania 19087
1-800-984-0084
www.tipfunds.org
Electronic mail inquiries:
Services offered by TIFF: info@tiff.org
Member-specific account data: memberservices@tiff.org
Expenses.
The Funds will pay the expenses in connection with this notice and proxy statement and the Meeting, including the printing, mailing, solicitation, and vote tabulation expenses, legal fees, and out-of-pocket expenses. Such expenses are estimated to be| 13 |
Ownership of Fund Shares.
As ofTitle of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class | |||
| TIFF | Research Triangle Institute Research Triangle Park 3040 E. Cornwallis Road Research Triangle Park, NC 27709-2194 | |||||
East Tennessee Foundation 520 W. Summit Hill Drive Suite 1101 Knoxville, TN 37902 | ||||||
Shadyside Hospital Foundation 532 South Aiken Avenue Suite 302 Pittsburgh, PA 15232 | 5,218,367.408 shares | 5.5% | ||||
| TIFF SHORT-TERM FUND | TIFF Advisory Services, Inc. 170 N. Radnor Chester Road Suite 300 Radnor, PA 19087 | |||||
Elizabethtown College One Alpha Drive Elizabethtown, PA 17022 | 934,725.543 shares | 11.4% | ||||
College of Charleston Foundation 66 George Street Charleston, SC 29424 | ||||||
ICD – International Center for the Disabled 123 William Street, 5th Floor New York, NY 10038 | 648,525.946 shares | 7.9% |
| 14 | ||||||
Additional Proxy Solicitation Information.
In addition to solicitation by mail, certain officers and representatives of TIP and officers and employees of TAS may solicit proxies by telephone, facsimile, e-mail, or personally.Member Proposals
. TIP is not required to hold an annual member meeting in any year in which the election of trustees is not required by the 1940 Act. The Trust is not required to hold annual member meetings and currently does not intend to hold such meetings unless member action is required in accordance with the 1940 Act. A member proposal to be considered for inclusion in the proxy statement at any subsequent meeting of members must be submitted a reasonable time before the proxy statement for that meeting is printed and mailed. Whether a proposal will be included in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion.PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE BY MAIL IN THE ACCOMPANYING ENVELOPE OR BY FAX TO 610-684-8210.1-610-684-8210. ANY MEMBER ATTENDING OR REPRESENTED AT THE MEETING BY AN AUTHORIZED PERSON MAY VOTE IN PERSON EVEN THOUGH A PROXY HAS ALREADY BEEN RETURNED.
| By order of the board of | |
| TIFF Investment Program | |
| |
| Christian A. Szautner, Secretary | |
| October 16, 2020 | |
Appendix A
TIFF INVESTMENT PROGRAM INC.
GOVERNANCE COMMITTEE CHARTER
| I. | Purpose of the Committee |
The Governance Committee is a committee of the Board of DirectorsTrustees of the TIFF Investment Program Inc. (“TIP”). Its primary functions are to:
| ● | provide counsel to the Board of |
| ● | identify and recommend to the Board potential |
| ● | lead the Board in an annual review of the Board and its committees. |
| II. | Composition of the Committee |
The Committee shall be composed of at least three directors.trustees. Members of the Committee shall be directorstrustees who are not “interested persons” of TIP, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”Trustees”).
The members and Chair of the Committee shall be elected annually by the Board and serve until their respective successors shall be duly elected.
| III. | Meetings of the Committee |
The Committee shall meet at least once annually and hold such additional meetings as the Committee shall deem necessary. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee.
The presence in person or by telephone of a majority50% of the number of the Committee members shall constitute a quorum at any meeting.
| IV. | Responsibilities and Duties of the Committee |
| Trustee Nominations, Elections, and Training |
The Committee shall:
| 1. | Identify and nominate candidates for election to the Board. The principal criterion for selection of candidates is their ability to contribute to the overall functioning of the Board and to carry out the responsibilities of the |
| A-1 |
Appendix A
| 2. | Review periodically the composition and size of the Board to determine whether it may be appropriate to add individuals with backgrounds or skill sets different from those of the current |
| 3. | Oversee arrangements for orientation of new |
| B. | Committee Nominations and Functions |
The Committee shall:
| 1. | Identify and recommend individuals for membership on all committees, recommend individuals to chair committees, and review committee assignments at least annually. The Committee shall make recommendations for any such assignments to the Board. |
| 2. | As necessary, review the responsibilities of each committee, whether there is a continuing need for each committee, whether there is need for additional committees, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board. |
| C. | Governance Oversight |
The Committee shall:
| 1. | Oversee |
| 2. | Review periodically Board governance procedures and recommend any appropriate changes to the Board. |
| 3. | Recommend an Independent |
| A-2 |
Appendix A
| 4. | Review annually the compensation of the Chair of the Board and determine whether to recommend to the |
| 5. | Review periodically the benefits available to Independent |
| 6. | Oversee the selection, performance and continuing independence of counsel to the Independent Trustees, as applicable. |
| D. | Other Responsibilities and Duties |
The Committee shall:
| 1. | Authorize and oversee investigations into any matters within the scope of the Committee’s responsibilities. The Committee shall be empowered to use TIP assets to retain independent counsel, consultants, and other professionals to discharge its responsibilities. |
| 2. | Review this Charter at least annually and recommend changes, if any, to the Board. |
| 3. | Maintain minutes of its meetings and report to the Board on its activities. |
| Adopted: | December 7, 2009 |
| Amended: | September 21, 2011 |
| Amended: | September 9, 2015 |
| Amended: | September 19, 2018 |
| Amended: | September 25, 2019 |
(Replaced the former TIP Nominating Committee Charter)
| A-3 |
PROXY CARD
This proxy card is solicited on behalf of the
Board of DirectorsTrustees of TIFF Investment Program Inc. (“TIP”)
The undersigned hereby appoints RichardClarence Kane Brenan, Robert J. Flannery, Dawn I. Lezon,Zion, and Richelle S. Maestro,Christian A. Szautner, and each of them, proxies for the undersigned, with full power of substitution and revocation, to represent the undersigned, and to vote on behalf of the undersigned, all shares of TIFF Multi-Asset Fund TIFF International Equity Fund, TIFF US Equity Fund, and TIFF Short-Term Fund (the “Funds”) in connection with the annualspecial meeting of the members of the Funds,TIP, to be held at 2:4:00 p.m., Eastern time, on January 23, 2012,November 19, 2020, at the offices of TIFF Advisory Services, Inc., Four Tower Bridge, 200 Barr Harbor Drive,170 N. Radnor Chester Road, Suite 100, West Conshohocken,300, Radnor, Pennsylvania 1942819087 and at any adjournment(s) thereof. When properly executed and returned, this proxy card will be voted in the manner directed herein by the undersigned. If no direction is made on a properly executed card, this proxy card will be voted for approval of the Proposal referenced below.
Important Notice Regarding the Availability of Proxy Materials for TIP’s AnnualSpecial Shareholder Meeting to be held on January 23, 2012:November 19, 2020: A copy of the notice and the proxy statement is available at https://wwws.tiff.org/mutualfunds/Reports/proxy/TIPFundsProxy.pdf.
Please refer to the proxy statement for a discussion of the Proposal before voting. The Proposal is being made by TIP. The board of directorstrustees recommends that you vote “FOR” each nominee named in the Proposal.
| PLEASE COMPLETE, SIGN AND DATE ON THE REVERSE SIDE, AND RETURN THIS PROXY CARD AS PROMPTLY AS POSSIBLE BY MAIL IN THE ACCOMPANYING ENVELOPE OR BY FAX TO |
| PROPOSAL | FOR | AGAINST | ABSTAIN | |
| To elect the nominees specified below as | ||||
| (1) | ¨ | ¨ | ¨ | |
| (2) | ¨ | ¨ | ¨ | |
| (3) William F. McCalpin | ¨ | ¨ | ¨ | |
| (4) | ¨ | ¨ | ¨ | |
In their discretion, the proxies are authorized to vote upon such other business, including any adjournment of the meeting, as may properly come before the meeting.
| 1 |
PROXY CARD
| Account Number: [99999] | |
| [Member Name] | [Contact Name] |
| [Sub Account Name] | [Contact Title] |
| [Contact Company] | |
| Aggregate Market Value of Account | [Address Line 1] |
as of the Record Date: $[99,999,999.99] | [Address Line 2] |
| [City], [State] [Zip] |
| Signature of Authorized Person | |||
| Print Name of Authorized Person | |||
| Date | |||
PLEASE SIGN AND DATE ON THE REVERSE SIDE.ABOVE.
| 2 |
ADDRESS SLIP SHEET
| [Contact Name] | |
| [Contact Title] | |
| [Contact Company] | |
| [Address Line 1] | |
| [Address Line 2] | |
| [City], [State] [Zip] |