TIFF INVESTMENT PROGRAM Form 485BPOS Filed 2017-05-01

SECURITIES AND EXCHANGE COMMISSION

FORM 485BPOS Post-effective amendments [Rule 485(b)]

Filing Date: 2017-05-01 SEC Accession No. 0001144204-17-023683

(HTML Version on secdatabase.com)

FILER TIFF INVESTMENT PROGRAM Mailing Address Business Address 170 N. RADNOR CHESTER 170 N. RADNOR CHESTER CIK:916622| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 ROAD ROAD Type: 485BPOS | Act: 33 | File No.: 033-73408 | Film No.: 17801556 SUITE 300 SUITE 300 RADNOR PA 19087 RADNOR PA 19087 610-684-8000 TIFF INVESTMENT PROGRAM Mailing Address Business Address 170 N. RADNOR CHESTER 170 N. RADNOR CHESTER CIK:916622| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 ROAD ROAD Type: 485BPOS | Act: 40 | File No.: 811-08234 | Film No.: 17801557 SUITE 300 SUITE 300 RADNOR PA 19087 RADNOR PA 19087 610-684-8000

File Nos. 33-73408 and 811-8234

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. Post-Effective Amendment No. 51

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 55

TIFF INVESTMENT PROGRAM

(Exact Name of Registrant as Specified in Charter)

170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087 (Address of Principal Executive Offices) (Zip Code)

(800) 984-0084 (Registrant's Telephone Number, Including Area Code)

Richard J. Flannery, TIFF Advisory Services, Inc., 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087

(Name and Address of Agent for Service of Process)

With Copies to: Kristin H. Ives Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103

It is proposed that this filing will become effective: x Immediately upon filing pursuant to paragraph (b) o On [date], pursuant to paragraph (b) o 60 days after filing, pursuant to paragraph (a) (1) o On [date], pursuant to paragraph (a) (1) o 75 days after filing, pursuant to paragraph (a) (2) o On ______, pursuant to paragraph (a) (2) of Rule 485.

If appropriate, check the following box: o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Prospectus May 1, 2017

TIP Mutual Funds TIFF Multi-Asset Fund TIFF Short-Term Fund

TIFF Investment Program (TIP) is a no-load, open-end management investment company that seeks to improve the net investment returns of its members through two investment vehicles, each with its own investment objective and policies. The TIP funds are available primarily to foundations, endowments, other 501(c)(3) organizations, and certain other non-profit organizations that meet TIPs eligibility requirements.

Contents

TIFF Multi-Asset Fund Summary 1 TIFF Short-Term Fund Summary 7 Overview of TIP 10 Additional Investment Strategies and Risks 10 Biographies of Board Members and Principal Officers 19 The Advisor 22 Money Managers 22 Money Manager Fee Arrangements and Portfolio Managers 24 Member Information 29 Dividends and Distributions 35 Tax Considerations 36 Financial Highlights 37 Glossary 39 Further Information 40

The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

[This page intentionally left blank.]

TIFF Multi-Asset Fund Summary

Investment Objective The funds investment objective is to attain a growing stream of current income and appreciation of principal that at least offset inflation. The funds performance objective (which is non-fundamental) is to achieve a total return (price appreciation plus dividends and interest income) net of expenses that, over a majority of market cycles, exceeds inflation, as measured by the Consumer Price Index, plus 5% per annum.

Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The Redemption Fees shown in this table are referred to as exit fees elsewhere in the prospectus.

Shareholder Fees (fees paid directly from your investment): Entry Fees on Purchases (as a percentage of amount invested) 0.50% Redemption Fees (as a percentage of amount redeemed) 0.50% Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): Management Fees 0.71% Other Expenses 0.19% Other Expenses 0.17% Interest Expense and Dividends on Short Sales 0.02% Acquired Fund Fees and Expenses 0.49% Total Annual Fund Operating Expenses [a] 1.39% Total Annual Fund Operating Expenses does not correspond to the ratio of expenses to average net assets [a] shown in the Financial Highlights section of the prospectus, which reflects the operating expenses of the fund and does not include Acquired Fund Fees and Expenses.

Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years $242 $543 $866 $1,781 You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years $191 $488 $807 $1,710

TIFF Multi-Asset Fund Summary

Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for members that are subject to income or excise taxes. These costs, which are not reflected in annual fund operating expenses or in the example, affect the funds performance. During the most recent fiscal year, the funds portfolio turnover rate was 65% of the average value of its portfolio.

Principal Investment Strategies The fund seeks to achieve its objective through two principal means: (1) diversification across multiple asset classes and (2) active security selection. As a multi-manager fund, in addition to the funds investment advisor, TIFF Advisory Services, Inc. (TAS), the fund engages external money managers to manage a portion of the funds assets. The fund also invests a portion of its assets in other investment funds (referred to in this prospectus summary and in the prospectus as acquired funds), such as exchange-traded funds, open-end mutual funds, and private investment funds, such as hedge funds. Acquired fund investments are made subject to the limits of the Investment Company Act of 1940, as amended, and any related rules, regulations or exemptions, and the funds policy limiting investments in illiquid securities to no more than 15% of net assets. Asset class allocations and allocations to money managers and acquired funds may change from time to time. The fund invests, either directly or indirectly through its investments in acquired funds, in common and preferred stocks, securities issued or guaranteed by the US government, its agencies and instrumentalities, including Treasury bonds and Treasury inflation-protected securities (TIPS), and short-term investments, such as high- quality, short-term money market instruments. In addition, the fund invests in synthetic and derivative instruments, such as futures, options, swaps, and forward foreign currency exchange contracts, in order to gain or hedge exposure to the funds performance benchmark, one or more asset classes or categories of the benchmark, geographic exposures, or individual positions, including currency exposures. Generally, these investments are designed to complement the funds other holdings, and may be used in part to adjust the funds overall exposures toward the levels desired by TAS. As part of its investment strategy, the fund may take short positions in which it sells securities it does not own. In order to settle such short sales, the fund must borrow or otherwise acquire the securities that it sold short to make delivery to the buyer. The fund is then obligated to replace borrowed securities by purchasing them at the market price at the time of replacement. The fund invests broadly in issuers domiciled in the United States and foreign countries. The funds foreign securities may be denominated in currencies other than the US dollar. Under normal circumstances, up to 50% of the funds assets may be invested in foreign securities, including emerging market securities. The fund invests in companies of all sizes as measured by market capitalization. A portion of the funds assets may be invested in smaller companies. The funds investments in bonds and other debt obligations are not subject to any stated limitations on maturity. Up to 20% of the funds assets may be invested in debt obligations rated below investment grade (known as high yield bonds or junk bonds). The Multi-Asset Fund Constructed Index is a blended index comprised of three broad investment categories, weighted according to policy norms (or weights), with each category assigned a benchmark selected by TAS. The boards of TAS and TIP view the Constructed Index, in general, as an appropriate long-term asset mix for non- profit organizations that seek to maintain the inflation-adjusted value of their assets while distributing 5% of these assets annually. However, no assurance can be given that this result may be achieved.

TIFF Multi-Asset Fund Summary Effective October 1, 2015, the Constructed Index is comprised of the following investment categories, weights, and benchmarks:

Category Weight Benchmark Equity-Oriented Assets 65% MSCI All Country World Index Diversifying Strategies 20% Merrill Lynch Factor Model (Hedge Funds and Other) 2/3 Bloomberg Barclays US Intermediate Treasury Index and 1/3 Fixed Income (Including Cash) 15% Bank of America Merrill Lynch US 6-month Treasury Bill Index The Constructed Index weights are rebalanced by TAS at each month-end; those from July 1, 2009, through December 31, 2015, reflect quarter-end rebalancing. Actual weights in Multi-Asset Fund tend to vary over time.

Principal Investment Risks As with all investments, there are certain risks associated with investing in the fund, and you could lose money on an investment in the fund. Fluctuations in the market value of the investments held in the funds portfolio could cause members shares, when redeemed, to be worth more or less than their original cost. The principal risks associated with the funds primary investment policies and strategies are summarized below. Acquired Funds Risk. As an investor in an acquired fund, the fund will bear its ratable share of expenses, including advisory and administration fees, of the acquired fund. Acquired funds that are private investment funds are generally exempt from registration under the federal and state securities laws and, therefore, investors in such private funds, including the fund, may not benefit from the protections afforded by those laws. Investments by the fund in a private investment fund are not subject to the limitations imposed under the Investment Company Act of 1940 on shares held by a mutual fund in other registered investment companies. Interests in private investment funds generally can only be redeemed, in whole or in part, at the end of a given month or quarter. Any such interests that have restrictions on redemptions will be subject to the funds 15% limitation on illiquid securities. Credit Risk. An issuer or guarantor of a debt obligation or the counterparty to a derivatives contract or other obligation may default or otherwise become unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligation. Currency Risk. A decline in the value of a foreign currency relative to the US dollar will reduce the value of securities denominated in that currency. Derivatives Risk. Futures, options, swaps, and forward foreign currency exchange contracts are forms of derivatives. The performance of derivative instruments depends largely on the performance of an underlying instrument, such as a currency, security, index or commodity, and such derivatives often have risks similar to their underlying instrument, in addition to other risks. Derivative instruments involve costs and can create economic leverage in the funds portfolio, which may result in significant volatility and cause the fund to participate in losses (as well as gains) in an amount that exceeds the funds initial investment in such derivative instrument. When a derivative is used for hedging, the change in value of the derivative may not correlate specifically with the investment or other risk being hedged. There is also the risk that the other party to the transaction will fail to perform. Depending on the purpose for which the derivative instruments are being used, the successful use of derivative instruments may depend on, among other factors, TAS or the money managers ability to predict the general direction of market movements, foreign exchange rates, interest rates, or individual securities, as applicable. Predicting such fluctuations is extremely difficult, and thus the successful execution of certain derivative strategies can be highly uncertain. An incorrect prediction may hurt fund performance. If, however, the derivative instrument is being used solely to gain exposure, such as to a market segment, the ability to predict such fluctuations will be less important.

TIFF Multi-Asset Fund Summary Foreign and Emerging Markets Risk. Securities issued by foreign entities may involve risks not associated with US investments. These risks include the possibility of expropriation of assets, excessive taxation, and political, economic, social, or diplomatic instability. There may be less liquidity and more volatility in foreign markets than in US markets. There may be less publicly available information about a foreign issuer, and foreign issuers may not be subject to legal, accounting, auditing, and financial reporting standards and requirements comparable to those of US issuers. These risks are intensified in the case of investments in emerging market countries, whose political, legal, economic and social systems supporting their securities markets tend to be less developed and less stable than those of more developed nations. Interest Rate Risk. Interest rate changes can be sudden and unpredictable and are influenced by a number of factors including government policy, inflation expectations, and supply and demand. Bond prices typically fluctuate due to changing interest rates and generally vary inversely with market interest rates. Duration reflects the expected life of a bond and provides one measure of the sensitivity of a bonds price to changing interest rates. For a given change in interest rates, longer duration bonds usually fluctuate more in price than shorter duration bonds. In addition, falling interest rates may cause the funds interest income to decline, and rising interest rates may cause the value of the funds bond investments to fall. Leveraging Risk. Certain transactions may give rise to a form of leverage and many of the acquired funds use leverage on a regular basis. Leverage, including borrowing, may cause the funds performance to be more volatile than if the fund had not been leveraged. The use of derivatives may also create leveraging risk. To limit such leveraging risk, the fund observes asset segregation requirements to cover its obligations under derivative instruments. Liquidity Risk. From time to time, certain securities may be difficult or impossible to purchase, sell, or convert to cash quickly at favorable prices. Interests in many of the acquired funds and certain other instruments in which the fund invests are illiquid due to restrictions on transfer, the lack of a trading market, or for other reasons. Reduced liquidity is likely to have an adverse impact on the funds ability to sell such securities when necessary to meet the funds liquidity needs or in response to a specific economic event. Restrictions or limitations on transfer may also result in a lower value for the security. Market Risk. The market value of a security may increase or decrease over time. Market risk may affect a single issuer, an entire industry, or the market as a whole. Securities markets may from time to time experience short term or even extended periods of heightened volatility and turmoil. These events could have an adverse effect on the prices of securities held by the fund. Multi-Manager Risk. Multi-manager risk is the risk that TAS may not be able to (1) identify and retain money managers who achieve superior investment returns relative to similar investments; (2) combine money managers in the fund such that their investment styles are complementary; or (3) allocate cash among the money managers to enhance returns and reduce volatility or risk of loss relative to a fund with a single manager. Short Sale Risk. The fund may engage in short sales in which it sells a security it does not own. To complete such a transaction, the fund must borrow or otherwise obtain the security to make delivery to the buyer. The fund then is obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the fund. The funds investment performance will suffer if a security that it has sold short appreciates in value. Smaller Company Risk. The stocks of small or medium-sized companies may be more susceptible to market downturns and their prices may be more volatile than the stocks of larger companies. In addition, small company stocks typically trade in lower volume, making them more difficult to sell (see Liquidity Risk above).

Fund Performance The chart below is intended to show the risks of investing in the fund by showing changes in the funds performance from year to year. Calendar year total returns in the bar chart below include the entry and exit fees received by the fund; however, they do not reflect the deduction of such fees from a members account. Therefore, a members total return for the period, assuming a purchase at the beginning of the period and a redemption at the end of the period, would be lower by the amount of entry and exit fees incurred. The funds past performance does not necessarily indicate how the fund will perform in the future. Updated performance information is available online at www.tiff.org. Calendar Year Total Returns (%)

Highest and Lowest Quarterly Returns (for periods shown in the bar chart)

Highest (2Q 2009) 17.28 % Lowest (4Q 2008) -14.04 % Average Annual Total Returns (for periods ended 12/31/2016) The table below illustrates the changes in the funds yearly performance and shows how the funds average returns for one year, five years, ten years, and since fund inception, which reflect the deduction of entry and exit fees from a members account, compare with selected benchmarks. Past performance is not necessarily an indication of how the fund will perform in the future. Updated performance information is available online at www.tiff.org.

Since Five Inception One Year Years Ten Years (3/31/95) TIFF Multi-Asset Fund Return Before Taxes 3.42% 5.94% 4.85% 7.44% Benchmark Returns MSCI All Country World Index (does not reflect fees, expenses, or taxes) 7.86% 9.36% 3.56% 6.54% Consumer Price Index (CPI) + 5% per annum (does not reflect fees, expenses, or taxes) 7.17% 6.42% 6.89% 7.27% Multi-Asset Fund Constructed Index* (does not reflect taxes) 6.00% 5.21% 3.65% 6.88% 65/35 Mix (65% MSCI All Country World Index, 35% Bloomberg Barclays US Aggregate Bond Index) (does not reflect fees, expenses, or taxes) 6.17% 6.97% 4.23% 6.54% Performance of the Multi-Asset Fund Constructed Index generated from July 1, 2009, through September 30, 2015, was reduced by 0.20% per annum, prorated monthly. This reduction reflected an estimate of the * costs of investing in the Constructed Indexs asset segments through index funds or other instruments. The reported performance of the Constructed Index would increase in the absence of a 0.20% reduction.

TIFF Multi-Asset Fund Summary

Portfolio Management

Has Managed Investment Advisor Portfolio Manager Title Fund Assets Since TIFF Advisory Services, Inc. Jay Willoughby Chief Investment Officer 2015 David Fallace Managing Director 2016 Trevor Graham Managing Director 2013

Purchase and Sale Information Purchases may be made on any business day. The minimum initial investment is $2,500,000. The minimum for subsequent purchases is $10,000. Full and fractional shares may be redeemed on any business day upon a members request via phone (1-610-684-8200) or fax (1-610-684-8210), by providing the fund name, the dollar or share amount to be redeemed, gross or net of exit fees, the account to which the proceeds should be wired (as designated on the account application), the members name, and the members account number. Redemption notification provided other than by phone or fax may not be accepted and, if accepted, may result in a processing delay.

Tax Information Because members of the fund are typically tax-exempt organizations, in general, they are not subject to federal income taxation on distributions from the fund or on sales or exchanges of shares of the fund. Such members may be subject to excise taxes and should consult their tax advisors.

TIFF Short-Term Fund Summary

Investment Objective The funds investment objective is to attain as high a rate of current income as is consistent with ensuring that the funds risk of principal loss does not exceed that of a portfolio invested in US 6-month Treasury bills. The funds performance objective (which is non-fundamental) is, over a majority of market cycles, to track as closely as possible, gross of fees and expenses, the BofA Merrill Lynch US 6-Month Treasury Bill Index.

Shareholder Fees (fees paid directly from your investment): Entry Fees on Purchases (as a percentage of amount invested) None Redemption Fees (as a percentage of amount redeemed) None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): Management Fees 0.03% Other Expenses 0.21% Total Annual Fund Operating Expenses 0.24%

1 Year 3 Years 5 Years 10 Years $25 $77 $135 $306

Portfolio Turnover The fund pays transaction costs, such as a spread, when it buys and sells securities (or turns over its portfolio). Because the fund holds primarily securities with maturities at the time of acquisition of one year or less, and such securities are excluded by definition from the calculation of portfolio turnover, during the most recent fiscal year, the funds portfolio turnover rate was 0% of the average value of its portfolio.

Principal Investment Strategies The fund invests principally in securities issued by the US Government, its agencies, or its instrumentalities. The funds duration generally will not differ from the benchmarks duration by more than three months. While the duration of the benchmark varies throughout the month, as of April 3, 2017, the duration of the benchmark was approximately 5.8 months. The investment advisor, TIFF Advisory Services, Inc. (TAS), focuses on duration, maturity, relative valuations, and security selection. Typically, the average credit quality of the funds portfolio will be equivalent to the credit rating assigned to short-term obligations of the US Government, its agencies, or instrumentalities, and may include unrated obligations that are deemed to be of equivalent quality.

TIFF Short-Term Fund Summary

Principal Investment Risks As with all investments, there are certain risks of investing in the fund, and you could lose money on an investment in the fund. Fluctuations in the market value of the securities held in the funds portfolio could cause members shares, when redeemed, to be worth more or less than their original cost. The principal risks associated with the funds primary investment policies and strategies are summarized below. Credit Risk. An issuer or guarantor of a debt obligation or other obligation may default or otherwise become unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Interest Rate Risk. Interest rate changes are influenced by a number of factors, including government policy, inflation expectations, and supply and demand. Bond prices typically fluctuate due to changing interest rates and generally vary inversely with market interest rates. Duration reflects the expected life of a bond and provides one measure of the sensitivity of a bonds price to changing interest rates. For a given change in interest rates, longer duration bonds usually fluctuate more in price than shorter duration bonds. In addition, falling interest rates may cause the funds interest income to decline and rising interest rates may cause the value of the funds investments to fall. Further, in an environment marked by abnormally low short-term interest rates, the risk exists that earned interest will not be sufficient to cover the management fees and expenses of the fund, resulting in principal losses. Market Risk. The market value of a security may increase or decrease over time. Market risk may affect a single issue, an entire industry, or the market as a whole.

Fund Performance The chart below is intended to show the risks of investing in the fund by showing changes in the funds performance from year to year. The funds past performance does not necessarily indicate how the fund will perform in the future. Updated performance information is available online at www.tiff.org. Calendar Year Total Returns (%)

[a] Rounds to less than 0.01% Highest and Lowest Quarterly Returns (for periods shown in the bar chart)

Highest (3Q 2007) 1.39% Lowest (4Q 2011, 4Q 2013, 3Q 2014, 4Q 2014, 1Q 2015) -0.10%

TIFF Short-Term Fund Summary

Average Annual Total Returns (for periods ended 12/31/2016) The table below illustrates the changes in the funds yearly performance and shows how the funds average returns for one year, five years, ten years, and since fund inception compare with a selected benchmark. Past performance is not necessarily an indication of how the fund will perform in the future. Updated performance information is available online at www.tiff.org.

Since Inception One Year Five Years Ten Years (5/31/94) TIFF Short-Term Fund Return Before Taxes 0.13% -0.05% 0.79% 2.73% Benchmark Returns BofA Merrill Lynch US 6-Month Treasury Bill Index (does not reflect fees, expenses, or taxes) 0.67% 0.27% 1.16% 2.92%

Portfolio Management

Has Managed Investment Advisor Portfolio Manager Title Fund Assets Since TIFF Advisory Services, Inc. Jay Willoughby Chief Investment Officer 2015 Jessica Bolster Portfolio Manager 2017

Purchase and Sale Information Purchases may be made on any business day. The minimum initial investment is $50,000. The minimum for subsequent purchases is $5,000. Full and fractional shares may be redeemed on any business day upon a members request via phone (1-610-684-8200) or fax (1-610-684-8210), by providing the fund name, the dollar or share amount to be redeemed, the account to which the proceeds should be wired (as designated on the account application), the members name, and the members account number. Redemption notification provided other than by phone or fax may not be accepted and, if accepted, may result in a processing delay.

TIFF Investment Program Prospectus

Overview of TIP TIFF Advisory Services, Inc. (TAS) is the investment advisor to each TIP fund. Multi-Asset Fund operates primarily on a multi-manager basis. TAS seeks to achieve Multi-Asset Funds investment and performance objectives primarily by selecting external money managers for the fund, allocating cash among asset classes and money managers, as applicable, monitoring the money managers and the funds performance, managing directly a portion of the funds portfolio, and employing certain risk management or other techniques designed to enhance returns. Each money manager is responsible for the day-to-day investment decisions for that portion of Multi-Asset Funds assets allocated to such money manager. Each money manager specializes in a particular market or utilizes a particular investment style. A portion of Multi-Asset Funds assets may be invested in futures contracts and other derivative instruments, duration investments, and other securities and financial instruments, in accordance with the funds investment objective, policies, and restrictions. With respect to Short-Term Fund, TAS is responsible for the day-to-day management of the funds assets. Please see the statement of additional information (SAI) for a description of TIPs policies and procedures with respect to the disclosure of information about the funds portfolio securities. You can obtain the SAI by calling TIFF at 1-800-984-0084 to request a copy. The SAI can also be found on TIFFs website at www.tiff.org.

Additional Investment Strategies and Risks Each funds principal investment strategies and risks are summarized earlier in this prospectus. The funds may use other strategies and invest in other securities and are subject to additional risks and restrictions that are further described below and in the SAI. Fundamental Policies. The investment objective of each fund and certain investment policies and restrictions designated in this prospectus or in the SAI as fundamental may be changed only by a vote of a majority of the outstanding votes (as provided by the Investment Company Act of 1940, as amended (the 1940 Act)) of the funds members. Other investment policies and restrictions may be changed by the TIP Board without member approval. There can be no assurance that a fund will attain its investment or performance objective. Performance Goals. Performance objectives or benchmarks are not fundamental and may be changed without member approval upon notice to members. A funds performance benchmark serves to monitor its success over a full market cycle. The performance of each fund, both on an absolute basis and when compared to its specified benchmark(s), can be expected to vary from year to year. The funds attempt to attain their performance objectives over a combination of rising and falling markets, not during a single rising or falling market or a defined time period (such as one year). There is no guarantee that a TIP fund will achieve its investment or performance objective or that a funds assets will not decline in value. Like all mutual funds, the TIP funds are each subject to two basic risks: market risk, which is the risk that the value of investments held by a fund may decline due to general market and economic conditions; and management risk, which is the risk that investment strategies used by the fund and specific investments held by the fund may not perform as well as the relevant market.

TIFF Multi-Asset Fund Performance Objective and Benchmarks. Multi-Asset Fund seeks to achieve a total return (price appreciation plus dividends and interest income) net of expenses that, over a majority of market cycles, exceeds inflation, as measured by the Consumer Price Index (CPI), plus 5% per annum. TAS considers the primary benchmark of the fund to be CPI +5% and believes that this is an appropriate long-term performance benchmark for the fund but may not be meaningful over shorter time periods, especially those in which markets are highly volatile (e.g., calendar year 2008). Accordingly, at the funds inception on March 31, 1995, TAS staff, in consultation with the boards of TAS and TIP, created the Constructed Index as a further means of

TIFF Investment Program Prospectus assessing the funds performance. TAS believes that the Constructed Index is a relevant performance benchmark for both short- and long-term periods. The Constructed Index (also referred to as a policy portfolio) is a blended index comprised of three broad investment categories, weighted according to policy norms (or weights), with each category assigned a benchmark selected by TAS. The TAS and TIP boards view the Constructed Index, in general, as an appropriate long-term asset mix for non-profit organizations that seek to maintain the inflation-adjusted value of their assets while distributing 5% of these assets annually. However, no assurance can be given that this result may be achieved. The Constructed Index is also intended to help such organizations better assess the funds performance by providing a comparison of the active strategies pursued by TAS and external managers versus the returns of relevant benchmarks. In TASs view, the Constructed Index also helps convey to the funds members a general sense of the overall investment risks to which their capital might be subject (although the Constructed Index is only one of several tools that TAS staff uses internally to assess investment risks in the fund). TAS has changed the composition of the Constructed Index over time, including the most recent change (effective October 1, 2015) from a Constructed Index comprised of various asset segments to a Constructed Index comprised of three broad investment categories. In the past, TAS has changed the Constructed Indexs policy norms (or weights), asset segments, and segment benchmarks. TASs ongoing review of the Constructed Index may cause TAS to make additional changes in the future. Such changes are made only after careful study and consultation with the TAS and TIP boards. The current composition of the Constructed Index is presented earlier in this prospectus. TAS assigns each manager account, underlying acquired fund, or direct investment selected by TAS (each such manager account, underlying acquired fund, and direct investment is referred to as a holding) to one of the three Constructed Index categories. To select an appropriate category, TAS takes into account such characteristics as the holdings stated investment mandate and expected investment strategy as well as an assessment of the holdings risk characteristics. The assignment process may not reflect, or look through to, the entirety of the individual securities or investments comprising each holding. For example, an account pursuing a global equity mandate will be categorized as an Equity-Oriented Asset if its primary investment strategy is to invest in equity securities, even if it also holds a certain amount of uninvested cash, fixed income securities, or other investments that are not commonly thought of as equity securities. Holdings in the Diversifying Strategies category include those that display significant diversifying characteristics to either or both of the Equity-Oriented Assets and the Fixed Income categories. TAS expects that most of Multi-Asset Funds holdings in privately offered investment funds commonly known as hedge funds will be categorized as Diversifying Strategies. However, certain of Multi-Asset Funds hedge fund holdings may be categorized as Equity-Oriented Assets or Fixed Income if they do not display significant diversifying characteristics but rather display significant equity or fixed income characteristics. As a result of this method of categorizing holdings, the exposures and weights reported for Multi-Asset Fund within each Constructed Index category should be thought of as investment mandate weights and not look-through asset class weights. Look-through asset class weights may differ, at times significantly, from the investment mandate weights reported. Please see the SAI for information about the benchmarks used in the Constructed Index. Constructed Index weights are rebalanced by TAS at each month-end; those from July 1, 2009, through December 31, 2015, reflect quarter-end rebalancing. Actual weights in Multi-Asset Fund tend to vary over time. Performance of the Constructed Index generated from July 1, 2009, through September 30, 2015, was reduced by 0.20% per annum, prorated monthly. This reduction reflected an estimate of the costs of investing in the Constructed Indexs asset segments through index funds or other instruments. (One cannot invest directly in an index, and unmanaged indices do not incur fees and expenses.) The reported performance of the Constructed Index would increase in the absence of a 0.20% reduction. Performance of the Constructed Index for the periods beginning after September 30, 2015, do not reflect any adjustment for estimated costs. Historical performance reported for the Constructed Index is not adjusted when the composition of the Constructed Index changes. Therefore, past performance reflects the allocations, segment weights, and segment benchmarks that were in place at the time the performance was generated.

TIFF Investment Program Prospectus The Morgan Stanley Capital International (MSCI) All Country World Index is presented as a benchmark for the fund in this prospectus and in the funds annual report to comply with SEC regulations. While the MSCI All Country World Index is 100% stocks, Multi-Asset Fund normally invests in multiple asset classes. The MSCI All Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance of developed and emerging markets. MSCI All Country World Index returns include reinvested dividends, gross of foreign withholding taxes through December 31, 2000, and net of foreign withholding taxes thereafter. The 65/35 Mix is a blended index benchmark that consists of 65% MSCI All Country World Index and 35% Bloomberg Barclays US Aggregate Bond Index. Weights are rebalanced by TAS at each month-end; weightings from July 1, 2009, through December 31, 2015, reflected quarter-end rebalancing. The 65/35 Mix is presented as a convenience to members that prefer to use a benchmark of this sort for comparison purposes. The Bloomberg Barclays US Aggregate Bond Index covers the US dollar-denominated, investment grade, fixed rate, taxable bond market. Multi-Manager Fund. Multi-Asset Fund, which operates primarily on a multi-manager basis, is subject to multi- manager risk, described earlier in this prospectus. In addition, because each money manager directs the trading for its own portion of the fund and does not aggregate its transactions with those of the other money managers, the fund may incur higher brokerage and trading-related costs than would be the case if a single money manager were managing the fund. Money Managers and Their Strategies AJO, LP manages two separate investment mandates for Multi-Asset Fund. The first mandate is a large-cap US equities mandate for which the manager takes a value-oriented approach to US equities. AJOs disciplined, quantitative process focuses on securities of companies with quality cash profits, relatively low market valuations, positive price and earnings momentum, and favorable investor sentiment. The manager selects securities primarily from among the 500 largest capitalization stocks and creates portfolios of such issues, optimized to diversify multifaceted risks. The second mandate is a small-cap emerging markets equities mandate for which the manager employs a similar disciplined, quantitative process that seeks to exploit the alpha opportunities found in the less-efficient yet liquid emerging markets by identifying well-managed companies with positive momentum at attractive valuations. Amundi Smith Breeden, LLC manages two separate investment mandates for Multi-Asset Fund. One investment mandate is focused on US Treasury obligations, including US Treasury inflation-protected securities, US Treasury bonds, notes, or bills, or other US Treasury or agency obligations, as from time to time determined by Amundi Smith Breeden in consultation with TAS. US Treasury futures or other derivatives may be used as part of this strategy. In managing the portfolio, Amundi Smith Breeden focuses on duration (as directed by TAS), maturity, yield, relative valuations, and security selection. The second investment mandate is a portfolio composed of US Treasury securities with annual maturities of approximately zero to seven years. The manager may vary the portfolios holdings of US Treasury securities to take advantage of potential improvement in yield or relative value available from off-the-run US Treasury securities that offer similar curve and duration exposure to the target maturity securities. Fundsmith, LLP invests in a concentrated portfolio of global equities, allocating capital to high-quality, cash flow generating businesses in stable, non-cyclical sectors. The managers approach is to be a long-term investor in its chosen stocks. Glenhill Capital Advisors, LLC seeks to identify and evaluate high quality companies that are cyclically depressed and to identify those with the greatest potential for long-term risk adjusted returns. Glenhill focuses on equities across all market capitalizations, with a bias toward the United States and, to a limited extent, Western Europe. Glenhills investment decisions take into consideration its view of macroeconomic conditions and industry trends, and are based on fundamental analysis of a securitys relative value.

TIFF Investment Program Prospectus Green Court Capital Management Limited has a research-intensive, fundamentally-driven, bottom-up approach to investing in equity securities of companies in China. The manager focuses on understanding key issues that affect valuation and identifying investments they believe are undervalued. Generally, the manager seeks to invest in companies that have strong recurring operating cash flows where revenues and earnings are growing from their core businesses versus relying on new products in untested markets. The equity securities held in the portfolio may include stocks, depositary receipts, and equity-linked instruments. Hosking Partners LLP invests primarily in global equity securities using an analytical and behavioral approach founded on insights derived from the capital cycle. This security selection method is based on the observation that over time there is an inverse relationship between the supply of capital and the return on capital. Hosking allocates the portfolios capital among generalist multi-counsellors (or portfolio managers), each of whom makes individual stock selection decisions for the portion of the portfolio for which they are responsible. This distinct investment philosophy and portfolio construction strategy results in a large number of holdings but a small number of capital cycle-based themes. Kopernik Global Investors, LLC has a value approach to investing and through bottom-up fundamental research seeks to identify potential investments that trade at significant discounts to their risk-adjusted intrinsic values and are and undervalued by the market. The manager implements its long-only strategy primarily via equity securities of US and non-US companies of any size, with a bias toward small and mid-capitalization companies. Lansdowne Partners (UK) LLP invests primarily in the equity securities of large-cap companies in developed markets which are identified as being mispriced, either in absolute terms or relative to other large-cap companies in developed markets. The manager identifies investment opportunities through in-depth fundamental research and analysis. The investment approach is expected to result in a relatively concentrated portfolio, with a focus on maximizing returns relative to risk. Marathon Asset Management, LLP (Marathon-London) manages an investment mandate that focuses primarily on non-US developed markets (EAFE mandate). Marathon-London identifies stocks principally on the basis of capital cycle (or supply-side) analysis of the industry in which a company operates and on an assessment of the quality of company management. Marathon-London seeks to invest in companies operating in industries where low return on investment has repelled capital and, therefore, where competition is declining. Marathon- London may also invest in higher-returning companies where, in its judgment, barriers to entry limit new inflows of capital and competition. Marathon-London also looks for companies whose management demonstrates an ability to respond appropriately to the forces of the capital cycle and is incentivized accordingly. This approach is based on fundamental research and numerous meetings with company management, and is expected to result in low portfolio turnover and long average-stock-holding periods, often in excess of seven years. Mission Value Partners, LLC manages a concentrated global equity portfolio consisting primarily of public equities that are believed to be undervalued or out-of-favor at the time of purchase but offer growth opportunities over the long-term. The manager tends to favor companies that return significant capital to shareholders through dividends and share repurchases, or that are beneficiaries of industry consolidation. The manager selects investments based on a companys business, people, and price using fundamental valuation measures supported by the managers qualitative research. While the portfolio is currently focused on Japan-related public equities, TAS and Mission Value may elect to shift the portfolio from its Japan-focus to a more global mandate. Mondrian Investment Partners Limited takes a value-oriented approach to global equity investments. The manager identifies attractive stocks using a dividend discount method (valuing future income streams adjusted for inflation) across all countries, sectors, and industries. In order to assess dividend income streams, the manager employs fundamental company analysis. The same real return methodology is used to identify attractive investments across all markets. The manager may engage in currency hedging as a defensive strategy.

TIFF Investment Program Prospectus Shapiro Capital Management LLC emphasizes bottom-up stock selection. Investment candidates must compete in an industry that is easily understood. The manager seeks to identify companies, primarily with small and mid-capitalizations, with superior economic characteristics, including a high return on assets, sizable cash flow, significant barriers to entry, and products unlikely to become obsolete. TB Alternative Assets Ltd. manages a greater China equity mandate utilizing fundamental research to identify industries of interest. Seeking companies offering sustainable growth, the manager analyzes the trends, landscapes and dynamics of identified industries, most recently those primarily in the consumer, technology, and healthcare industries. The manager focuses on catalysts, which may be market driven or sector or company specific, that are not expected to change the fundamental value of the investment targets but cause meaningful price dislocation due to different market participants perception, knowledge, expectations and characteristics. The equity securities held in the portfolio may include stocks, depositary receipts, and equity-linked instruments. TIFF Advisory Services, Inc. primarily invests in futures contracts and other derivative instruments, duration investments, exchange-traded and open-ended funds, and other securities and financial instruments, including US Treasury obligations, in accordance with the funds investment objective, policies, and restrictions. TAS may also oversee portfolio investments that are designed to track closely the returns of third-party or customized indices or that provide indirect exposure to the investment programs of other independent money managers, usually through total return swaps. As the funds primary adviser, TAS may seek to enhance returns, mitigate risks, adjust asset allocations, gain market exposure, manage cash, or otherwise pursue the funds performance objective. TAS also selects acquired fund investments for Multi-Asset Fund.

TIFF Short-Term Fund Performance Objective and Benchmark. Short-Term Fund seeks, over a majority of market cycles, to track as closely as possible, gross of fees and expenses, the BofA Merrill Lynch US 6-Month Treasury Bill Index. The BofA Merrill Lynch US 6-Month Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding Treasury Bill that matures closest to, but not beyond, six months from the rebalancing date. To qualify for selection, an issue must have settled on or before the month-end rebalancing date. Additional Information about the Funds Principal Investment Strategies. The fund may also enter into dollar roll transactions and repurchase and reverse repurchase agreements collateralized by securities issued by the US Government, its agencies, or its instrumentalities.

Other Fund Strategies Temporary Strategies. Each of Multi-Asset Fund and Short-Term Fund may temporarily depart from their normal investment policies for example, by investing substantially in cash reserves in response to adverse market, economic, political, or other conditions as well as pending allocation to a manager or another investment opportunity, and to manage cash flows. In doing so, a fund may succeed in avoiding losses but otherwise fail to achieve its investment objective. In addition, a fund may hold cash equivalents or other short-term securities as collateral or margin for other investments held by the fund. Short-Term Trading. TAS and, with respect to Multi-Asset Fund, the money managers may sell a security when they believe it is appropriate to do so and may engage in active and frequent trading. A high rate of portfolio turnover (100% or more) could increase transaction costs, which could detract from the funds performance. Acquired Funds and Synthetic Exposures. In addition to investing directly in individual securities selected by the money managers or TAS, Multi-Asset Fund invests a portion of its assets in other investment funds (referred to in this prospectus as acquired funds) selected by TAS. An acquired fund is a fund of collectively managed assets in which there are other investors in addition to Multi-Asset Fund. Typically, the acquired

TIFF Investment Program Prospectus funds provide Multi-Asset Fund with access to money managers from which separate account management is not available to, or may be undesirable for, Multi-Asset Fund. The acquired funds have obligations to Multi-Asset Fund as an interest holder in the acquired funds rather than as a separate account client. Acquired funds may include exchange-traded funds or open-end mutual funds, but a substantial portion of the acquired funds are private investment vehicles or hedge funds that are not registered under any federal or state securities laws, including the 1940 Act. The acquired funds pay management fees to the acquired fund managers, typically a base fee and a performance- based incentive fee. As an investor in an acquired fund, Multi-Asset Fund will bear its ratable share of expenses and will be subject to its share of the management and performance fees charged by the acquired fund manager. The incentive fees charged by the managers of certain acquired funds may create an incentive for such managers to make investments that are riskier or more speculative than those they might have made in the absence of an incentive fee. Because these fees are charged by the individual acquired fund managers, a particular acquired fund may pay performance fees to its manager even if the overall return of Multi- Asset Fund, which invested in the acquired fund, is negative. In addition, the manager of the acquired fund may face a conflict of interest in valuing the acquired funds portfolio securities because such valuations could affect the managers compensation. Acquired fund fees and expenses are reflected as a reduction in an acquired funds gross return. The approximate fees and expenses indirectly incurred by Multi-Asset Fund as a result of its investments in acquired funds appear as Acquired Fund Fees and Expenses under the heading Fees and Expenses of the Fund appearing in the TIFF Multi-Asset Fund Summary section of this prospectus. The total expenses attributable to the acquired funds may differ significantly from period to period due to the variability of incentive fees. Multi-Asset Fund may also enter into derivative transactions, such as total return swaps, to obtain exposure to money managers from which separate account management or acquired fund investment is not available to, or may be undesirable for, Multi-Asset Fund. Similar to an investment in an acquired fund, Multi-Asset Fund will bear the costs of such derivative transactions, including any fees paid to the counterparty and certain fees of the underlying investment program. Such costs will reduce the total return of the derivative. Multi-Asset Fund is also subject indirectly to the risks of the underlying investment program, including as a result of any leverage, short sales or derivatives used in such program. Convertible Securities. Multi-Asset Fund may invest in convertible securities. Convertible securities are fixed income securities or preferred stock that may be converted at a stated price into a specified quantity of common stock of the same or a different issuer. Mortgage-Backed and Asset-Backed Securities. Multi-Asset Fund may invest in mortgage-backed and asset- backed securities. Mortgage-backed securities are securities which represent ownership interests in, or are debt obligations secured entirely or primarily by, pools of residential or commercial mortgage loans. Asset- backed securities are generally debt securities which represent ownership in various forms of consumer credit receivables, such as credit card receivables or automobile loan receivables. Preferred Stocks. Multi-Asset Fund may invest in preferred stocks. Preferred stocks are generally senior to common stocks but subordinate to an issuers debt obligations. Preferred stocks generally carry no voting rights but have priority over common stocks in the payment of dividends and upon liquidation. Preferred stocks may be convertible into common stocks. Real Estate Investment Trusts (REITs). Multi-Asset Fund may invest in REITs. REITs pool money to invest in real estate through properties or mortgages. REITs often trade on major exchanges, similar to stocks. Short Sales. Multi-Asset Fund may engage in short sales in which it sells a security it does not own. The fund must then borrow the security to deliver to the buyer. Until the security is replaced, the fund is generally required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. These payments, if any, are an expense to the fund and increase the funds expense ratio. The proceeds of the short sale will typically be retained by the broker, to the extent necessary to meet the margin requirements, until the short position is closed. Until the fund closes the short position or replaces the borrowed security, the fund will (1) segregate on its or its custodians books cash or liquid assets at such a level that the

TIFF Investment Program Prospectus amount so segregated plus that amount deposited with the broker as collateral (but not including the short sale proceeds) will equal the current value of the security sold short; or (2) otherwise cover the funds short position. Multi-Asset Fund may not acquire short positions in the securities of a single issuer (other than the US Government, its agencies, and its instrumentalities) whose current value exceeds 2% of the funds total assets. There are no limitations on the amount of the funds total assets engaged in short sale transactions other than the requirement to segregate assets or otherwise cover those transactions by owning offsetting positions. The funds use of short sales, in certain circumstances, can result in significant losses. Warrants. Multi-Asset Fund may invest in warrants. Warrants are a type of equity security that give the holder the right to purchase the issuers securities at a stated price during a stated term.

Additional Information about Risks Below Investment Grade Risk. Credit risk is particularly significant for debt securities that are rated below investment grade or, if unrated, determined to be of comparable quality (junk bonds). Below investment grade debt securities are predominantly speculative and may not pay interest or return principal as scheduled. Issuers of below investment grade debt securities are not as strong financially as those issuing securities with higher credit ratings. These issuers are more likely to encounter financial difficulties and are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, payments on the securities may never resume and the fund could lose its investment. The prices of below investment grade debt securities fluctuate more than those of higher-quality securities. Prices are especially sensitive to developments affecting the issuers business and to changes in the ratings assigned by rating agencies. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce a funds ability to sell these securities (liquidity risk). In addition, the entire below investment grade debt securities market can experience sudden and sharp price swings due to changes in economic conditions, stock market activity, large sustained sales by major investors, a high-profile default, or other factors. [Multi-Asset Fund] Commodity Risk. Commodity-linked derivative instruments may subject a fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. [Multi-Asset Fund] Credit Risk. An issuer or guarantor of a debt obligation, or the counterparty to a derivatives contract or a repurchase or reverse repurchase agreement, may default or otherwise become unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Debt securities and other investments are subject to varying degrees of credit risk, which are often reflected in credit ratings. In the event of failure of asset-backed securities or of mortgage-related securities issued by private issuers to pay interest or repay principal, the assets backing these securities, such as automobiles or credit card receivables, may be insufficient to support the payments on the securities. [Multi-Asset and Short-Term Funds] Currency Risk. Foreign securities may be issued and traded in foreign currencies. As a result, their market values in US dollars may be affected by changes in exchange rates between such foreign currencies and the US dollar, as well as between currencies of countries other than the US. For example, if the value of the US dollar goes up compared to a foreign currency, an investment traded in that foreign currency will go down in value because it will be worth fewer US dollars. The fund accrues additional expenses when engaging in currency exchange transactions, and valuation of the funds foreign securities may be subject to greater risk because both the currency (relative to the US dollar) and the security must be considered. [Multi-Asset Fund] Derivatives Risks. Futures, options, swaps, and forward currency exchange contracts are types of derivatives. A primary risk with these investments is that their use may create economic leverage and, as a result, amplify a gain or loss, potentially earning or losing substantially more money than the actual initial cost of the

TIFF Investment Program Prospectus derivative instrument. Derivatives involve other special risks, including: (1) the risk that interest rates, securities prices, or currency markets will not move in the direction that a money manager anticipates; (2) the potential to misprice or improperly value a position and the imperfect correlation between the price of derivative instruments and movements in the prices of the underlying securities, interest rates, or currencies; (3) the fact that skills needed to use these strategies may be different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in substantial losses to a fund (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations (including because of bankruptcy), which could leave a fund worse off than if it had not entered into the position; and (7) the inability to close out certain positions when desired. With respect to the funds, TAS has claimed an exclusion from the definition of commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, TAS is relying upon a related exclusion from the definition of commodity trading advisor (CTA) under the CEA and the rules of the CFTC. The terms of the CPO exclusion require that each fund, among other things, adhere to certain limits on its investments in commodity futures, commodity options, and swaps, which in turn include non-deliverable foreign currency forwards, as further described in the SAI. Because TAS and each fund intend to comply with the terms of the CPO exclusion, a fund may, in the future, need to adjust its investment strategies to limit its investments in these types of instruments. The funds are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved TASs reliance on these exclusions, or the funds, their investment strategies or this prospectus. [Multi-Asset and Short-Term Funds] Emerging Markets Risk. Risks associated with foreign investments are intensified in the case of investments in emerging market countries, whose political, legal, and economic systems tend to be less developed and less stable than those of more developed nations. Such investments are often less liquid and more volatile than securities issued by companies located in developed nations. [Multi-Asset Fund] Foreign Risk. Securities issued by foreign entities may involve risks not associated with US investments. Certain of these risks also may apply to securities of US companies with significant foreign operations. These risks include the possibility of expropriation of assets, excessive taxation, and political, economic, social, or diplomatic instability. There may be less liquidity and more volatility in foreign markets than in US markets. There may be less publicly available information about a foreign issuer and foreign issuers may not be subject to legal, accounting, auditing, and financial reporting standards and requirements comparable to those of US issuers. A fund could encounter difficulties in invoking legal process abroad and in enforcing contractual obligations in certain foreign countries. Transactions in foreign securities may involve higher transaction and custody costs than investments in US securities. Certain foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the unrecovered portion will reduce a funds income. Some foreign governments may be subject to sanctions that limit or restrict foreign investment, the movement of assets or other economic activity in that country. An acquired fund will be considered to be foreign and subject to Multi-Asset Funds 50% limitation on investments in foreign securities if it is domiciled outside of the US and irrespective of the types of portfolio investments held by the acquired fund; swaps and other derivatives are not subject to the 50% limitation on investments in foreign securities. [Multi-Asset Fund] Government-Sponsored Enterprises Risk. US Government agency debt securities include instruments issued by certain instrumentalities established or sponsored by the US Government, including the Federal Home Loan Banks, the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Although these securities are issued, in general, under the authority of an Act of Congress, the US Government is not obligated to provide financial support to the issuing instrumentalities

TIFF Investment Program Prospectus and these securities are neither insured nor guaranteed by the US Government. The US Department of the Treasury has the authority to support FNMA and FHLMC by purchasing limited amounts of their respective obligations. In addition, the US Government has provided financial support to FNMA and FHLMC with respect to their debt obligations. However, no assurance can be given that the US Government will do so in the future. Any downgrade of the credit rating of the securities issued by the US Government may result in a downgrade of securities issued by its agencies or instrumentalities, including government-sponsored entities. [Multi-Asset and Short-Term Funds] Interest Rate Risk. Bond prices typically fluctuate due to changing interest rates. As a rule, bond prices vary inversely with market interest rates. Duration reflects the expected life of a bond and provides one measure of the sensitivity of a bonds price to changing interest rates. For a given change in interest rates, longer duration bonds usually fluctuate more in price than shorter duration bonds. In addition, falling interest rates may cause a funds interest income to decline and rising interest rates may cause the value of the funds bond investments to fall. Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors including government policy, monetary policy, inflation expectations, perceptions of risk, and supply and demand of bonds. Changes in government monetary policy, including changes in tax policy or changes in a central banks implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed, nor that any such policy will have the desired effect on interest rates. A substantial increase in interest rates may also have an adverse impact on the liquidity of a security, especially those with longer maturities. The value of some asset-backed securities may be particularly sensitive to changes in prevailing interest rates, and like other fixed income investments, the ability of a fund to successfully use these instruments may depend in part upon the ability of TAS or a money manager to forecast interest rates and other economic factors correctly. [Multi-Asset and Short-Term Funds] Leveraging Risk. Certain transactions may give rise to a form of leverage and many of the acquired funds use leverage on a regular basis. Leverage, including borrowing, may cause a fund to be more volatile than if the fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of a funds investments. Therefore, a relatively small investment can have a disproportionately large impact on a fund. The use of derivatives may also create leveraging risk. To limit such leveraging risk, the fund observes asset segregation requirements to cover its obligations under derivative instruments. [Multi-Asset Fund] Liquidity Risk. Certain securities may be difficult or impossible to purchase, sell, or convert to cash quickly at favorable prices. These securities include certain acquired funds, repurchase agreements and time deposits with notice or termination dates of more than seven days, certain variable amount master demand notes that cannot be called within seven days, unlisted over-the-counter options, and other securities that are traded in the US but are subject to trading restrictions because they are not registered under the Securities Act of 1933, as amended, or for other reasons. In addition, certain mortgage-backed and asset-backed securities are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. For additional information regarding risks relating to mortgage- backed and asset-backed securities, see the sections entitled Interest Rate Risk and Prepayment/Extension Risk. Illiquidity for a particular security or class of securities may result from political, economic, or issuer specific events; changes in a specific markets size or structure, including the number of participants; or overall market disruptions. [Multi-Asset Fund] Management Risk. Each fund is actively managed and could experience losses if a managers judgment about markets, interest rates, or the attractiveness, relative values, liquidity, or potential appreciation or depreciation of particular investments made for the funds portfolio prove to be incorrect. There can be no guarantee that these techniques or the managers investment decisions will produce the desired results. Additionally, legislative, regulatory, or tax developments may affect the investment techniques available to TAS and/or the manager(s) in connection with managing the fund and may also adversely affect the ability of the fund to achieve its investment objective. [Multi-Asset and Short-Term Funds]

TIFF Investment Program Prospectus Market Risk. The market value of securities owned by a fund will go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular issuers, industries or sectors within the securities markets. The value of a security may go up or down due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. During a general downturn in the securities markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that a funds securities will participate in or otherwise benefit from the advance. [Multi-Asset and Short-Term Funds] Prepayment/Extension Risk. Prepayment risk is the risk that an issuer will exercise its right to pay principal on an obligation (such as a mortgage-backed or other asset-backed security) earlier than expected. Prepayments often happen during periods of falling interest rates. Under these circumstances, the fund may be unable to recoup all of its initial investment and will suffer from having to reinvest in lower yielding securities. Extension risk is the risk that during periods of rising interest rates, prepayments on such securities will drop. Under these circumstances, the value of the obligation may decrease and become more volatile and the fund will suffer from an inability to invest in higher yielding securities. [Multi-Asset Fund] Real Estate Investment Trust Risk. Investing in real estate investment trusts (REITs) may subject the fund to risks associated with the ownership of real estate, such as decreases in real estate values, overbuilding, increases in operating costs and property taxes, changes in zoning laws, fluctuations in rental income, and changes in interest rates. [Multi-Asset Fund] Short Sale Risk. In a short sale transaction, a fund sells a security it does not own in anticipation that the market price of that security will decline. If the security sold short does not decrease in value as anticipated or increases in value, the fund will lose money. It is also possible that securities held long will decline in value at the same time that the value of the securities sold short increases, thereby increasing the potential for loss. It may not always be possible to close out a short position at a particular time or at an acceptable price. In addition, a lender may request the securities borrowed by a fund in connection with a short sale be returned to it on short notice, at a time when, in order to return them, the fund must buy the borrowed security at an unfavorable price. If this occurs at a time when other short sellers of the same security also want to close out their positions, a short squeeze can occur, which can further increase the risk of loss to the fund. [Multi-Asset Fund] Smaller Company Risk. The stocks of small or medium-sized companies may be more susceptible to market downturns and their prices may be more volatile than the stocks of larger companies. In addition, small company stocks typically trade in lower volume, making them more difficult to sell (see Liquidity Risk above). [Multi-Asset Fund]

Biographies of Board Members and Principal Officers

TIFF Investment Program is comprised of two regulated, no-load, open-end mutual funds offered TIP primarily to non-profit organizations. TAS TIFF Advisory Services, Inc., is the investment advisor of the TIP funds. As part of the organization known colloquially as TIFF, TIP and TAS collectively seek to improve the net investment returns of eligible organizations by making available to them various investment vehicles plus resources aimed at enhancing fiduciaries knowledge of investing. The trustees of TIP are elected by the members of the TIP funds (i.e., the shareholders) or, when permitted by law, by the other TIP trustees. Set forth below is biographical information regarding the board members of TIP and TAS and principal officers of TIP. The information includes institutions with which these individuals have been associated for at least the last five years.

TIFF Investment Program Prospectus Biographies of TIP Board Members Mark L. Baumgartner, Ph.D., is Chief Investment Officer at the Institute for Advanced Study in Princeton, New Jersey, a private, independent academic institution. Previously, he served as Director of Asset Allocation and Risk at the Ford Foundation and Managing Director, Senior Portfolio Strategist, and Head of the Portfolio Architecture team for Morgan Stanley Investment Managements Global Portfolio Solutions group. Mr. Baumgartner serves as a trustee of the YMCA Retirement Fund. He is a CFA charterholder. Craig R. Carnaroli is Executive Vice President of the University of Pennsylvania in Philadelphia, Pennsylvania, where he oversees the universitys business affairs, including budget, finance, investments, facilities, real estate, and human resources. Previously, he was a Director in the Municipal Securities Division of Merrill Lynch. Mr. Carnaroli is chair of the University City District and the University City Science Center and serves on the boards of the Philadelphia Industrial Development Corporation, Visit Philadelphia, and the Connelly Foundation. William F. McCalpin is Managing Partner, Impact Investments, of Athena Capital Advisors, LLC, an independent registered investment advisor. Formerly, he was Chief Executive Officer of Imprint Capital Advisors, LLC, an investment firm focused on generating measurable social and environmental impact, alongside financial return; Executive Vice President and Chief Operating Officer of The Rockefeller Brothers Fund; and director of investments related to programs at the John D. and Catherine T. MacArthur Foundation. Mr. McCalpin was a founding director of TIFF. He is Chair of the Board of Trustees of the Janus Funds, and serves as a director of the F.B. Heron Foundation and of the Mutual Fund Directors Forum, and is Managing Director of Holos Consulting LLC, a consultant to foundation and non-profit organizations. Mr. McCalpin currently serves as Chair of the TIP Board. Amy B. Robinson is Vice President, Chief Financial Officer, and Chief Administrative Officer of The Kresge Foundation in Troy, Michigan. Previously, she was a Senior Auditor for Price Waterhouse. She serves as a member of the Detroit Riverfront Conservancy Audit Committee, a member of the Financial Accounting Standards Board (FASB) Not-For-Profit Advisory Committee, and is a non-trustee advisor to the UAW Retiree Medical Benefits Trust Audit Committee. Biographies of TAS Board Members In addition to Mr. Flannery, whose biography appears below, the following individuals are members of the TAS Board: Seth D. Alexander is President of MIT Investment Management Company in Cambridge, Massachusetts. He was formerly a Director at the Yale Investments Office. He is a CFA charterholder. Collette D. Chilton is Chief Investment Officer of Williams College. She was formerly CIO of the Lucent Technologies Inc. pension fund and of the Pension Reserves Investment Management Board of the Commonwealth of Massachusetts. Prior to serving in these posts, she worked at First National Bank of Boston and Citicorp Investment Bank. She is a member of the investment committee of The Edna McConnell Clark Foundation and serves on the boards of the Center for Private Equity and Entrepreneurship at The Tuck School of Business at Dartmouth and the Berkeley Endowment Management Company. Peter Holland is Chief Executive Officer of Columbia University Investment Management Company, where he also served as Chief Investment Officer. Previously, he was co-head of the US Equities Derivatives Group at J.P. Morgan and also worked in the companys Private Placement Group and Investment Banking (Financial Services Group). Mr. Holland serves on the Investment Committee of The College Board. Scott C. Malpass is Vice President and Chief Investment Officer at the University of Notre Dame in Notre Dame, Indiana. He has served as CIO since 1989. Previously, he worked at Irving Trust (now Bank of New York). Mr. Malpass teaches investment and portfolio management at Notre Dames Mendoza College of Business, and he serves on the investment advisory committee for Major League Baseball and for the Financial Industry Regulatory Authority (FINRA). He also serves on the boards of the Vatican Bank, Saint Joseph Regional Medical Center, the Vanguard Group, and the Vanguard mutual funds, and he advises numerous US charities on their investments.

TIFF Investment Program Prospectus Gumersindo Oliveros, Ph.D., is Chief Executive Officer and Chief Investment Officer of the financial endowment for King Abdullah University of Science and Technology (KAUST) in Saudi Arabia. Previously, he managed the World Banks pension plan, medical plan, and endowments, and he advised central banks, pension plans, and sovereign wealth funds on strategic asset allocation and multi-asset management. He also headed the World Banks Capital Markets and Financial Engineering Department and held positions at the International Monetary Fund. Mr. Oliveros serves on the board of the Sequoia Heritage Fund, the Investment Committee of The Rockefeller Foundation, the Investment Committee of the United Nations Pension Plan, and the Investment Steering Committee of the Alternative Investment Management Association. He is a CFA charterholder. Sandra Robertson is Chief Investment Officer and Chief Executive Officer of Oxford University Endowment Management Ltd. in Oxford, UK. Previously, she was Co-Head of Portfolio Management at the Wellcome Trust. She also serves as a non-executive director of RIT Capital Partners plc, formerly the Rothschild Investment Trust, and as a director of the Sequoia Capital Heritage Fund. Dennis R. Sugino is a Senior Advisor to Aristotle Capital Management, LLC in Los Angeles. Previously, he was a Senior Partner and Executive Committee Member at Aristotle Credit Partners. Mr. Sugino was the President and Co-Founder of Cliffwater LLC, an alternatives investment consulting firm, and a Managing Director and Principal at Wilshire Associates. He was formerly the Chief Investment Officer at the City of Los Angeles. He is a US- Japan Council board member; Mercy Health investment committee member; and former Toigo Foundation board member. Neal Triplett is President and Chief Executive Officer of DUMAC, LLC, which manages endowment and retirement funds for Duke University as well as investments for the universitys health system and the private charitable trust of Dukes founder. Previously, he was a credit officer for the corporate and real estate portfolios at Wachovia Bank. Mr. Triplett serves on the advisory committee for North Carolinas state pension funds and on the investment board of the North Carolina-based non-profit MCNC. He is a CFA charterholder. Biographies of Principal Officers Richard J. Flannery serves as a Director and Chief Executive Officer of TAS with overall responsibility for all of the organizations activities. He also serves as TIPs President and Chief Executive Officer. Prior to joining TIFF, Mr. Flannery spent 14 years at Delaware Investments, where he was Executive Vice President, supervising multiple departments and playing a key role in the firms transition from a domestic to a global investment management firm. Mr. Flannery serves on the Investment Committee of the Financial Industry Regulatory Authority (FINRA) and on the Compensation Committee of Mercy Investment Services, Inc., a non- profit investment firm serving the Sisters of Mercy. He also serves on the board of The Nelson Foundation and is an advisor to the board of the Catholic Investment Services, Inc. Jay L. Willoughby is Chief Investment Officer of TAS and also Chief Investment Officer of TIP, presiding over the full range of TIFFs investment activities and programs. Prior to joining TAS, Mr. Willoughby spent four years as CIO of the State of Alaskas roughly $50 billion sovereign wealth fund, the Alaska Permanent Fund Corp. Previously, he was Co-Managing Partner at Ironbound Capital Management and spent nine years with Merrill Lynch Investment Managers LP as CIO, Private Investors Group; Head of Research for Equity Funds; and Senior Portfolio Manager, Merrill Lynch Real Estate Fund. Mr. Willoughby is a CFA charterholder. Dawn I. Lezon serves as Vice President and Treasurer of TAS and Treasurer and Chief Financial Officer of TIP. Prior to joining TIFF, Ms. Lezon was a partner of the public accounting firm Crane, Tonelli, Rosenberg & Co., LLP. Kelly A. Lundstrom serves as Vice President of TAS and TIP. Ms. Lundstroms prior experience includes three years of investment operations consulting and 11 years in investment operations at Howard Hughes Medical Institute. Richelle S. Maestro is Vice President, Secretary, and General Counsel of TAS as well as Vice President, Secretary, and Chief Legal Officer of TIP. Prior to joining TAS, Ms. Maestro was Executive Vice President and General Counsel of Delaware Investments, where she had responsibility for all legal and compliance matters.

TIFF Investment Program Prospectus Christian A. Szautner is Vice President and Chief Compliance Officer of TAS and Chief Compliance Officer of TIP. He was formerly a partner at the law firm of Ballard Spahr Andrews & Ingersoll, LLP. Robert J. Zion serves as Vice President and Chief Operating Officer of TAS and also is Vice President and Chief Operating Officer of TIP. His responsibilities span all operational and strategic aspects of TIFFs work and specifically include oversight of finance, operations, information technology, legal affairs, and human resources. Previously, Mr. Zion spent 25 years at Hirtle Callaghan & Co., where he was Chief Operating Officer and, before that, Chief Financial Officer. He served on Hirtle Callaghans Executive Committee and Board of Directors. Prior to that, he was a Senior Audit Manager at PricewaterhouseCoopers.

The Advisor TIFF Advisory Services, Inc., with principal offices at 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087, serves as the advisor to the TIP funds. TAS was formed to facilitate investment by non-profit organizations in stocks, securities, and other assets. A discussion regarding the basis for the TIP Boards approving the funds advisory agreements with TAS is available in the funds most recent semi-annual report to members for the period ended June 30, 2016. Advisory Agreements. Pursuant to separate investment advisory agreements with TIP on behalf of each fund, TAS manages the investment program of each fund. For Multi-Asset Fund, TAS is responsible for money manager selection and supervision. TASs duties include identifying and, subject to review and approval of the TIP Board, selecting money managers to invest Multi-Asset Funds assets; negotiating money manager agreements; periodically reviewing each money managers performance and making recommendations to the TIP Board with respect to the continuation, modification, or termination of the agreement with each money manager; and allocating and reallocating assets among money managers and asset classes, as applicable. TAS also selects acquired funds for Multi-Asset Fund, which may include private investment or hedge funds, exchange-traded funds, and other types of investment funds. TAS manages Multi-Asset Funds cash and certain investments in US Treasury obligations, and makes investments in securities and in futures contracts and other derivative instruments to enhance returns, mitigate risks, adjust asset allocations, gain or reduce exposure to a particular market, manage cash, or otherwise pursue the funds investment objective. TASs investments in futures and other derivative instruments are intended to facilitate Multi-Asset Funds benchmark risk and return objectives in a cost-efficient manner. In addition, TAS is responsible for setting the asset allocation parameters for Multi-Asset Fund. TAS manages Short-Term Funds assets directly in lieu of selecting one or more money managers. Conflicts of Interest. Please see the funds SAI for a discussion about certain conflicts of interest that arise as a result of the fact that TAS and its affiliates manage a number of privately offered investment funds in addition to the TIP funds. As discussed in more detail in the SAI, regulatory requirements applicable to TIP as a registered investment company may require one or more of the TIP funds or the privately offered investment funds to limit or to delay their participation in certain transactions. Other legal and regulatory limitations may be triggered by the participation in the same investment opportunity by a TIP fund and one or more of the privately offered investment funds at or about the same time. The TIP board has adopted procedures to govern investments made under these circumstances. Please see additional information about these procedures in the funds SAI.

Money Managers Allocation of Assets Among Money Managers. In the case of Multi-Asset Fund, which is managed by more than one money manager, TAS is responsible for determining the appropriate manner in which to allocate assets to each money manager. There is no pre-specified target allocation among money managers. TAS may allocate or reallocate assets among managers or may allocate assets away from a manager as it deems appropriate in pursuit of the overall objectives of the fund. The goal of the multi-manager structure is to achieve a better rate of return with lower volatility than would typically be expected of any one management style. The success of this structure depends on whether TAS is able to identify and retain money managers that can

TIFF Investment Program Prospectus achieve superior investment results relative to appropriate benchmarks, combine money managers that have complementary investment styles, and effectively allocate fund assets among money managers and asset classes. As part of this process, TAS monitors the money managers performance and adherence to their stated investment styles and the funds investment guidelines. Discretion Afforded Money Managers. Each money manager has discretion to purchase and sell securities and other investments for its allocated portion of Multi-Asset Funds assets, subject to written investment objectives, policies, and restrictions developed by TAS in consultation with a money manager. Although the money managers activities are subject to general oversight by the TIP Board and officers of TIP and TAS, neither the trustees nor the officers evaluates the investment merits of the money managers individual security selections. Manager Selection Process. TAS is responsible for identifying qualified money managers and negotiating the agreement terms under which each money manager will provide services to Multi-Asset Fund. Money manager agreements are submitted for approval to TIPs Board. TIPs Board retains the right to disapprove the hiring of money managers and to terminate agreements between TIP and the money managers. TIP and TAS have received an order from the SEC, which permits TAS to hire and terminate unaffiliated money managers or change the terms of their advisory agreements, subject to specified terms and conditions, with the approval of TIPs Board without obtaining member approval. In selecting money managers, TAS weighs a number of relevant factors and makes its selection based on a comparison of such factors. TAS generally reviews factors such as the historical investment results of comparable money managers, evaluates written information supplied by the money managers and others, and conducts face-to-face interviews with individuals who would actually manage money for TIP should their firms be selected by TAS on behalf of TIP. Money Manager Agreements. In order to preserve the flexibility needed to respond to changes in TIPs operating environment, the agreements between TIP and each money manager do not specify the percentage of Multi-Asset Funds assets to be allocated to the money manager. Members and prospective members seeking to know the actual allocation of Multi-Asset Funds assets across money managers at a given time can obtain this information by contacting TIFF Member Services at the telephone number shown on the back cover of this prospectus. Performance-Based Fees. Some of the money managers are compensated for their services on the basis of a performance-based fee arrangement. For these managers, the performance-based fee is generally a specified percentage of net appreciation in excess of a preselected portfolio benchmark, in certain cases subject to a cap. In certain cases, prior years losses must be recovered or asset value must rise above a high water mark before additional performance fees will be paid. Total returns are generally computed over rolling time periods of varying lengths and are in most cases determined gross of fund expenses and fees, except custodian transaction charges and, in certain cases, the management fee and/or performance-based fee applicable to the money managers account. In a few cases, the performance-based fee arrangements specify a minimum fee (floor) and a maximum fee (cap), each expressed as a percentage of assets, and a fee formula that embodies the concept of a fulcrum fee (i.e., a fee midway between the minimum and the maximum). In such cases, actual fees paid to such money managers are proportionately related to performance above or below the fulcrum point. The formula is designed to augment the fee if the portfolios excess return (i.e., its actual return less the total return of the portfolios benchmark) exceeds a specified level and to reduce the fee if the portfolios excess return falls below this level. Fee formulas are normally expressed in basis points, where a basis point is 1/100th of one percent.

TIFF Investment Program Prospectus

Money Manager Fee Arrangements and Portfolio Managers The funds SAI provides additional information about the compensation, other accounts managed, and ownership of securities of the funds managed by the individual portfolio managers identified earlier in this prospectus. Information about each money managers fee schedule and total management fees paid by the funds is set forth below. Total Management Fees Paid to TAS and Money Managers for Fiscal Year Ended 12/31/2016

Multi-Asset Fund 0.71% Short-Term Fund 0.03% Note: Reflects aggregate fees paid to TAS and the money managers as a percentage of average net assets. Multi-Asset Funds fees do not include management and incentive fees paid to acquired fund managers or to managers to which exposure is achieved through total return swaps or the acquired funds operating expenses, which are reflected as a reduction in the acquired funds or reference fund underlying the swaps gross returns. See Fees and Expenses of the Fund in the Multi-Asset Fund Summary section of this prospectus for additional information regarding acquired fund fees and expenses. Multi-Asset Fund Certain information about the money managers to Multi-Asset Fund, including those individuals primarily responsible for day-to-day management of the Multi-Asset Fund portfolio that they manage, is included below. A discussion regarding the basis for the TIP Boards approval of the advisory agreements with money managers is available in the funds most recent semi-annual report to members for the period ended June 30, 2016.

AJO, LP (230 South Broad Street, 20th Floor, Philadelphia, PA 19102) is compensated based on performance. The fee formula for the large-cap US equities mandate entails a floor of 10 basis points, a cap of 50 basis points, and a fulcrum fee of 30 basis points. The portfolio must earn 200 basis points over the return of the S&P 500 Index in order for the manager to earn the fulcrum fee. For assets managed by AJO in the small-cap emerging markets mandate, the performance-based fee formula provides that AJO will receive 20.2% of the amount by which the annualized return generated by the portfolio exceeds the annualized return of the MSCI Emerging Markets Small Cap Index (net), measured over rolling sixty (60) month periods, multiplied by the average net asset value of the assets over the same sixty (60) month period, provided, however, that the performance fee does not exceed an amount equal to 161.5 basis points multiplied by the average net asset value over the same period. During the first five years after a contribution to the account, the performance fee is similarly structured, with the measurement periods starting at a specified inception date and running through each annual calculation date. A team of investment professionals manages the large-cap US equities mandate. The team is led by Theodore R. Aronson, Stefani Cranston, Gina Marie N. Moore, Gregory J. Rogers, and Christopher J. W. Whitehead. Theodore R. Aronson (CFA, CIC, Managing Principal) has been a portfolio manager with AJO since he founded the firm in 1984. Stefani Cranston (CFA, CPA, Principal) has been a portfolio and financial accountant with AJO since 1991 and a portfolio manager since 2007. Gina Marie N. Moore (CFA, Principal) has been a portfolio manager and a research analyst with the firm since 1998. Gregory J. Rogers (CFA, Principal) has been a trader with AJO since 1993 and a portfolio manager since 2012. Christopher J. W. Whitehead (CFA, Principal) joined AJO in 2000 and has been a portfolio manager and a research analyst with the firm since 2004. A separate team of investment professionals Arup Datta, Nicholas Tham, and Haijie Chen manages the small-cap emerging markets mandate. Arup Datta (CFA, Principal) joined AJO in 2012 after founding Agriya Investors. Prior to founding Agriya Investors, he was Director of Portfolio Management at Numeric Investors, a firm he joined in 1993. Nicholas Tham (CFA) joined AJO in 2012 from Agriya Investors. Prior to that, he was a quantitative trader at Weiss Asset Management. Haijie Chen (CFA) joined AJO in 2013, prior to which he was a quantitative researcher at State Street Associates.

TIFF Investment Program Prospectus Amundi Smith Breeden, LLC (280 South Mangum Street, Suite 301, Durham, NC 27701) is compensated based on assets. The manager receives 0.03% per year on the first $500 million of assets and 0.02% per year on amounts above $500 million. Daniel Dektar (Chief Investment Officer, Co-Head of Investment Management Group) has been employed by Amundi Smith Breeden (or its predecessors) since 1986. Timothy D. Rowe (Managing Director) has been a portfolio manager with Amundi Smith Breeden (or its predecessors) since 1988. Fundsmith, LLP (33 Cavendish Square, London, W1G 0PW) is compensated based on assets. The manager receives 0.90% per year on all assets comprising the portfolio. Terry Smith (Partner and Chief Investment Officer) has primary responsibility for the day-to-day investment decisions for the portion of Multi-Asset Funds assets managed by Fundsmith. Mr. Smith founded Fundsmith in 2010. Prior to founding Fundsmith, he was CEO of Collins Stewart/Tullet Prebon, a firm he joined in 1996. Fundsmith began managing assets for the fund in October 2015. Glenhill Capital Advisors, LLC (600 Fifth Avenue, 11th Floor, New York, NY 10020) is compensated in part based on assets and in part based on performance. The asset-based fee, payable monthly, is 0.75% per year if TIFF assets are less than $150 million, 0.65% per year if TIFF assets are between $150 million and $300 million, or 0.55% per year if TIFF assets exceed $300 million. For purposes of this calculation, TIFF assets means the Multi-Asset Fund assets plus the assets of any other funds advised by TAS or its affiliates that are managed by Glenhill. For the performance fee, Glenhill receives 15% of the amount by which the performance of its Multi-Asset Fund portfolio exceeds the performance of the Russell 3000 Total Return Index, subject to a high water mark. Glenn Krevlin (Founder and Senior Portfolio Manager) founded Glenhill in 2000.

Green Court Capital Management Limited (Suites 2007 2009, 20th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong) is compensated based on assets. The manager receives 0.90% per year on the first $100 million of its portfolio, 0.80% per year on the next $100 million, and 0.60% per year on amounts above $200 million. Yulin (Frank) Yao (Senior Portfolio Manager, Managing Director) and Lihui Tang (Portfolio Manager, Managing Director) have been employed by Green Court Capital Management Limited since April 2017 and both were previously employed by Neuberger Berman Asia Limited (a former money manager of Multi-Asset Fund) since 2008. Green Court Capital Management Limited began managing assets for Multi-Asset Fund in April 2017. Hosking Partners LLP (St Vincent House, 30 Orange Street, London WC2H 7HH, United Kingdom) is compensated in part based on assets and in part based on performance. The manager receives an asset- based fee, payable monthly, and a performance fee, payable annually. With respect to the asset-based fee, the manager receives 0.275% per year on all assets comprising the portfolio. The performance fee formula provides that Hosking will receive 18% of the amount by which the annualized return generated by the portfolio exceeds the annualized return of a blended benchmark, comprised of 50% MSCI All Country World Index (net dividends reinvested) and 50% MSCI All Country World Index (gross dividends reinvested), measured over rolling sixty (60) month periods, multiplied by the average net asset value of the assets over the same sixty (60) month period. During the first five years after funding, the performance fee is similarly structured, with the measurement periods starting at the funding date and running through each annual calculation date. Jeremy Hosking (Senior Partner and Portfolio Manager) founded Hosking in 2013. Prior to founding Hosking, he was head of the global division and portfolio manager for Marathon Asset Management LLP, a firm he co-founded in 1986. James Seddon (Partner and Portfolio Manager) joined Hosking in 2014. Previously, he was a global portfolio manager at Marathon Asset Management LLP for six years. Julius Mort (Partner and Portfolio Manager) joined Hosking in 2014. Previously, he was a global fund manager at Marathon Asset Management LLP from 2010 through 2012. Previous to that, he was deputy emerging markets fund manager at Threadneedle from 2007. Luke Bridgeman (Partner and Portfolio Manager) joined Hosking in 2014. Previously, he was a senior analyst at Marathon Asset Management LLP from 2009 through 2012. Django Davidson (Partner and Portfolio Manager) joined Hosking in 2013. Prior to joining Hosking, he was a partner at Algebris Investments LLP from 2009 to 2012.

TIFF Investment Program Prospectus Kopernik Global Investors, LLC (Two Harbour Place, 302 Knights Run Avenue, Suite 1225, Tampa, FL 33602) is compensated in part based on assets and in part based on performance. The asset-based fee, payable monthly, is 0.10% per year on all assets comprising the portfolio. For the performance-based fee, Kopernik receives 20% of the amount by which the value of its Multi-Asset Fund portfolio exceeds the value of a hurdle account, determined by reference to the MSCI All Country World Index, calculated over 12-month periods ending each December 31. Prior to June 1, 2016, Kopernik was compensated based on assets and the manager received 0.65% per year on the first $50 million of TIFF assets, 0.60% per year on the next $100 million of TIFF assets, 0.55% per year on the next $100 million of TIFF assets, and 0.50% per year on all remaining TIFF assets in excess of $250 million. For purposes of the prior fee schedule, TIFF assets meant the daily average over the applicable period of Multi-Asset Fund assets and the assets of any other funds or accounts advised by TAS or its affiliates that are managed by Kopernik or its affiliates. David Iben (Managing Member and Chief Investment Officer) founded Kopernik in 2013. Prior to founding Kopernik, he was a director and head of the Global Value team for Vinik Asset Management from 2012 to 2013. Previous to that, Mr. Iben was executive managing director, chief investment officer, co-president and portfolio manager of Tradewinds Global Investors, LLC, an investment firm, from 2006 through 2012. Lansdowne Partners (UK) LLP (15 Davies Street, London, England W1K 3AG) is compensated based on assets. The manager receives 0.80% per year on all assets comprising the portfolio. Peter Davies (Head of Developed Markets Strategy) and Jonathon Regis (Deputy Head of Developed Markets Strategy) are primarily responsible for managing the portfolio. Mr. Davies has been with Lansdowne since 2001; Mr. Regis has been with Lansdowne since 2003 and has been a portfolio manager since 2012. Messrs. Davies and Regis consult regularly with Stuart Roden, Chairman of Lansdowne. Mr. Roden has been with Lansdowne since 2001. Marathon Asset Management, LLP (Marathon-London) (Orion House, 5 Upper St. Martins Lane, London, England WC2H 9EA) is compensated based on performance. The fee formula for the EAFE mandate entails a floor of 15 basis points, a cap of 160 basis points, and a fulcrum fee of 88 basis points. The portfolio must earn 424 basis points over the return of the MSCI Europe, Australasia, Far East (EAFE) Index in order for Marathon-London to receive the fulcrum fee. Neil Ostrer (Director) has been a portfolio manager with Marathon-London since 1986 and is responsible for investments in Europe; William Arah (Director) has been a portfolio manager with Marathon- London since 1987 and is responsible for investments in Japan; Michael Godfrey (Portfolio Manager) and David Cull (Portfolio Manager) are responsible for investments in Asia ex-Japan and the emerging markets. Mr. Godfrey has been a portfolio manager with Marathon-London since 2012, prior to which he managed assets for M&G Investments since 2004. Mr. Cull has been a portfolio manager with Marathon-London since March 2015 having been employed with the firm since 2013. Prior to joining Marathon-London, Mr. Cull worked with Mr. Godfrey at M&G Investments since 2006. Charles Carter (Portfolio Manager) and Nick Longhurst (Portfolio Manager) are responsible for investments in Europe and have been employed with Marathon-London since 1998 and 2003, respectively. Simon Somerville (Portfolio Manager) is responsible for investments in Japan and has been employed with Marathon-London since 2016. Prior to joining Marathon-London, Mr. Somerville worked at Jupiter Asset Management since 2005, where he was Head of Pan Asian Equities and responsible for all Japanese investments. Mission Value Partners, LLC (793 Broadway, Sonoma, CA 95476) is compensated with a base fee, payable monthly, and a performance fee, payable annually. The base fee rate is a blended rate calculated by (i) applying 1.00% on the first $100 million of TIFF assets; 0.75% on the next $100 million of TIFF assets; 0.50% on the next $100 million of TIFF assets; and 0.25% on all remaining TIFF assets in excess of $300 million, (ii) summing the result of each calculation, and (iii) dividing by TIFF assets. For purposes of this calculation, TIFF assets means the daily average over the applicable period of Multi-Asset Fund assets plus the assets of other funds advised by TAS or its affiliates that are managed by Mission Value Partners. The base fee rate is then divided by twelve (12) and multiplied by the average daily net assets of Multi-Asset Fund to determine the monthly base fee for Multi-Asset Fund.

TIFF Investment Program Prospectus For the performance fee, Mission Value Partners receives 10% of the amount by which the annualized return of Multi-Asset Funds portfolio managed by Mission Value Partners exceeds the annualized performance of a specified benchmark, measured over rolling thirty-six (36) month periods, subject to a cap of 1% and a floor of 0%, multiplied by the average daily net asset value of Multi-Asset Funds portfolio managed by Mission Value Partners over the same rolling thirty-six (36) month period. The specified benchmark is equal to (i) the average monthly change in CPI measured over the applicable thirty-six (36) month period (as reported in the month the performance fee is calculated) multiplied by twelve (12), (ii) plus a spread of 2%, 3%, or 4%, if Mission Value Partners total assets under management are less than or equal to $500 million, greater than $500 million up to $750 million, or greater than $750 million, respectively. During the first three years of the inception of an account with Mission Value Partners, the performance fee is similarly structured, with measurement periods for the performance of Multi-Asset Funds portfolio starting as of the first day of the first full calendar month after the assets are placed with Mission Value Partners and ending as of the last day of the 12th, 24th, and 36th full calendar month, respectively; the performance of the specified benchmark for each of these three (3) periods will still be measured over a 36-month period ending as of the last day of such 12, 24, or 36 month period. Andrew McDermott (President) founded Mission Value Partners in 2010. Prior to founding Mission Value Partners, he was a senior investment professional at Southeastern Asset Management, Inc. and co-managed the Longleaf Partners International Fund offered by Southeastern Asset Management for approximately eleven years. Mondrian Investment Partners Limited (Fifth Floor, 10 Gresham Street, London, England EC2V 7JD) is compensated based on assets. The manager receives 0.425% per year on the first $50 million of its portfolio, and 0.30% per year on amounts above $50 million, subject to a minimum account size of $50 million or fees equivalent thereto. Clive Gillmore (Chief Executive Officer and Group Chief Investment Officer) has been a portfolio manager with Mondrian since 1990. Aileen Gan (Senior Portfolio Manager, Global Equities) has been a portfolio manager with Mondrian since 2005. Jonathan Spread (Senior Portfolio Manager, Global Equities) has been a portfolio manager with Mondrian since 2005. Shapiro Capital Management LLC (One Buckhead Plaza, Suite 1555, 3060 Peachtree Road NW, Atlanta, GA 30305) is compensated based on performance. Its fee formula entails a floor of 50 basis points, a cap of 95 basis points, and a fulcrum fee of 73 basis points. The portfolio must earn 325 basis points over the return of the Russell 2000 Index in order for the manager to earn the fulcrum fee. Samuel R. Shapiro (Chairman, Chief Investment Officer) has been a portfolio manager with Shapiro Capital since 1990. Michael A. McCarthy (Director of Research, CFA) has been a portfolio manager with Shapiro Capital since 1990. Louis S. Shapiro (President, Chief Compliance Officer) has been a portfolio manager with Shapiro Capital since 1992. TB Alternative Assets Ltd. (2001, Agricultural Bank of China Tower, 50 Connaught Road Central, Hong Kong) is compensated in part based on assets and in part based on performance. The asset-based fee, payable monthly, is 0.75% per year on all assets comprising the portfolio. For the performance-based fee, the manager receives 15% of the amount by which the performance of its Multi-Asset Fund portfolio exceeds the performance of a blended benchmark comprised of 50% MSCI China Index and 50% CSI 300 Index, rebalanced monthly, calculated over twelve (12) month periods ending each December 31. Shujun Li (Founder, Portfolio Manager, Managing Partner) founded Trustbridge Partners, an affiliate of TB Alternative Assets Ltd., in 2006. Prior to founding Trustbridge Partners, he was CFO of Shanda Interactive Entertainment from 2002 through 2006. Feng Ge (Managing Partner) joined Trustbridge Partners, an affiliate of TB Alternative Assets Ltd., in 2010, and prior to that, he was a Managing Director for Columbia Investment Management Company focusing on emerging markets, asset allocation and risk management from 2003 through 2010. TB Alternative Assets Ltd. began managing assets for Multi-Asset Fund in June 2016.

TIFF Investment Program Prospectus TIFF Advisory Services, Inc. (170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087) is compensated based on Multi-Asset Funds average daily net assets. The manager receives 0.25% per year on the first $1 billion; 0.23% on the next $1 billion; 0.20% on the next $1 billion; and 0.18% on amounts above $3 billion. TAS has an investment committee consisting of six members. Jay Willoughby (Chief Investment Officer of TAS and TIP), who joined TAS in 2015, chairs the investment committee. Prior to joining TAS, Mr. Willoughby was CIO of the State of Alaskas roughly $50 billion sovereign wealth fund, the Alaska Permanent Fund Corp. from 2011 2015. Previously, he was Co-Managing Partner at Ironbound Capital Management and spent nine years with Merrill Lynch Investment Managers LP. Mr. Willoughby is a CFA charterholder. David Fallace (Managing Director), who joined TAS in 2016, is a member of the investment committee. Before joining TAS, he was Director of Investments-Special Opportunities at the Alaska Permanent Fund Corp. since 2013; Vice President at Haugen Custom Financial Systems since 2009; and Vice President at GF Private Equity Group prior thereto. Trevor Graham (Managing Director), who joined TAS in 2012, is also a member of the investment committee. Prior to joining TAS, he was a managing director in the Office of Investments at New York- Presbyterian Hospital from 2008 to 2012. Previous to that, Mr. Graham was an investment officer at the Museum of Modern Art in New York. Mr. Willoughby has ultimate responsibility for asset allocation, investment decisions, portfolio construction, and the Fixed Income segment for Multi-Asset Fund. Mr. Fallace and Mr. Graham are responsible for sourcing and recommending money managers and acquired funds within the Diversifying Strategies and Equity-Oriented Assets segments, respectively, of Multi-Assets Funds portfolio. Messrs. Willoughby, Fallace, and Graham consult regularly with Richard Flannery, TASs Chief Executive Officer and TIPs President and Chief Executive Officer, and Stephen Vicinelli, a Managing Director of TAS, each of whom is also on the investment committee. Short-Term Fund TIFF Advisory Services, Inc. (170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087) is compensated based on Short-Term Funds average daily net assets. The manager receives 0.03% per year on the first $1 billion; 0.02% on the next $1 billion; and 0.01% per year on amounts above $2 billion. Jay Willoughby (Chief Investment Officer of TAS and TIP) joined TAS in 2015. Prior to joining TAS, Mr. Willoughby was CIO of the State of Alaskas roughly $50 billion sovereign wealth fund, the Alaska Permanent Fund Corp. from 2011 2015. Previously, he was Co-Managing Partner at Ironbound Capital Management and spent nine years with Merrill Lynch Investment Managers LP. Mr. Willoughby is a CFA charterholder. Jessica Bolster (Portfolio Manager, Investment Analyst and Executing Trader) joined TAS in 2015. Previously, Ms. Bolster served as a trading and investment operations analyst at The Baupost Group from 2014 2015, and, prior to that, she worked as an operations analyst and trade operations manager, among other positions, at Geode Capital Management from 2008 2014. Mr. Willoughby and Ms. Bolster consult regularly with Richard Flannery, TASs Chief Executive Officer and TIPs President and Chief Executive Officer, David Fallace, Trevor Graham, and Stephen Vicinelli, Managing Directors of TAS.

TIFF Investment Program Prospectus

Member Information Eligible Investors. Each fund will accept as new members only those organizations that meet the eligibility criteria set forth below under the heading Eligibility Criteria and are accredited investors as defined in Rule 501(a) under the Securities Act of 1933, as amended, and the SECs interpretations thereof, which generally contemplate, among other criteria, that an organization have total assets in excess of $5 million. In addition, members in Multi- Asset Fund must be qualified clients as defined in Rule 205-3(d) under the Investment Advisers Act of 1940, as amended, which generally means that an organization must maintain a minimum balance of at least $1 million in the TIP funds or have a net worth of more than $2.1 million. A fund may in its discretion accept a new member that is not an accredited investor, provided, in the case of Multi-Asset Fund, that such new investor is a qualified client. Typically, a new member accepted under these circumstances would have an investment in another fund bearing the TIFF name or would be an affiliate of or otherwise related to another member of TIP or another investment fund bearing the TIFF name. TAS and its affiliates, including other vehicles managed or sponsored by TAS or its affiliates, and TAS, TIP and TIFF Charitable Foundation (TCF) directors or trustees and employees and their retirement or other accounts are not subject to the accredited investor criterion. From time to time the funds may impose additional eligibility criteria. In addition, the definition of accredited investor and qualified client are expected to be changed periodically by the SEC and TIP may need to adjust its member requirements in accordance with any such changes. Eligibility Criteria. The funds are open to: 501(c)(3) organizations or affiliated or related entities; Organizations determined by TAS, in its sole discretion, to be operated for charitable purposes; Defined benefit plans of eligible organizations; and TAS and its affiliates, including other vehicles managed or sponsored by TAS and its affiliates; TAS directors and employees, TIP trustees, and TCF directors (including retirement accounts or other accounts of which such individual is the sole beneficial owner). Investment Minimums. The minimum initial investment for Multi-Asset Fund is $2,500,000. The minimum initial investment for Short-Term Fund is $50,000. The minimum for subsequent purchases is $10,000 for Multi- Asset Fund and $5,000 for Short-Term Fund. Minimums may be waived at TASs or the funds discretion and are expected to be waived or reduced for investments made by TAS, TIP and TCF directors or trustees and employees, including their retirement or other accounts, TAS and its affiliates, other vehicles managed or sponsored by TAS or its affiliates, and for organizations that maintain a TIP account for the purpose of funding investments in other investment vehicles sponsored by TAS. Fees. Purchases and redemptions of shares in the funds are not subject to sales charges. However, Multi- Asset Fund assesses entry and exit (or redemption) fees as set forth under the heading Fees and Expenses of the Fund in the Multi-Asset Fund Summary section of this prospectus. These fees are paid directly to Multi- Asset Fund itself and not to TAS or other fund service providers. The fees apply to initial investments and all subsequent purchases, exchanges, or redemptions of Multi-Asset Fund shares but not to payments of dividends, capital gains, or other distributions by Multi-Asset Fund or reinvestments of such payments in additional Multi- Asset Fund shares. Entry fees would apply to the reinvestment of dividends by a Short-Term Fund member in Multi-Asset Fund shares. These entry and exit fees are designed to serve multiple purposes. They are designed, in part, to protect non-transacting members from bearing the transaction costs, including market impact, that may arise from transacting members purchases, exchanges, and redemptions of Multi-Asset Fund shares. They are also designed to encourage investment only by members with a long-term investment horizon. Further, they are designed to discourage market timing or other inappropriate short-term trading by members. The entry and exit fees are assessed irrespective of the length of time a members shares are held. These fees are deducted automatically from the amount invested or redeemed and cannot be paid separately. Entry and exit fees may be waived at TASs or the funds discretion when the transaction

TIFF Investment Program Prospectus will not result in significant costs for the fund (e.g., in-kind purchases and redemptions) or if a member is requested to redeem from Multi-Asset Fund because its account falls below the minimum account size or it otherwise fails to meet the funds membership requirements. Further, exit fees are not assessed on withdrawals made under the systematic withdrawal plan described below under the heading Redemptions Not Subject to Exit Fee; Systematic Withdrawal Plan. Account Application. An account application must be completed and submitted by each TIP member. Accompanying the completed application, members must also submit proof of their tax-exempt status or other documentation as may be requested to document their eligibility to invest. Any organization admitted as a member of TIP that is subsequently determined to be ineligible will be asked to redeem all shares that it holds in any TIP fund. TIFF Member Services must receive a completed application and all requested information before an application can be accepted. Failure to provide all requested information may lead to a delay in establishing an account or result in a rejection of a members application. See Order and Payment Procedures below for purchasing share instructions. Customer Identification Program. Federal law requires that the funds adopt an anti-money laundering compliance program which, among other things, includes procedures to obtain, verify, and record identifying information, which may include the name, residential or business address, date of birth (for an individual), social security or taxpayer identification number, or other identifying information, for each member who seeks to open an account with the funds (the customer identification program). In compliance with the USA Patriot Act of 2001, please note that after a members account has been opened the funds may request additional information or documentation to verify certain information on the account application as part of the funds anti-money laundering compliance program. Account applications without the required information or (where applicable) without an indication that a social security or taxpayer identification number has been applied for, may not be accepted by the funds. After accepting an account application, to the extent permitted by applicable law or the customer identification program, the funds reserve the right to (1) place limits on transactions in any account until the identity of the member is verified; (2) refuse an investment in the funds; or (3) involuntarily redeem a members shares and close an account in the event that a members identity cannot be verified. The funds and their agents will not be responsible for any loss in a members account resulting from the members delay in providing all required identifying information or from closing an account and redeeming a members shares pursuant to the customer identification program. Exit fees will apply to any such redemptions. Net Asset Value. The price at which a member purchases or redeems shares of a fund is equal to the net asset value (NAV) per share of the fund next determined following receipt of the purchase or redemption request in good order. The NAV is calculated by taking the total value of a funds assets, subtracting the funds liabilities, and dividing the result by the number of fund shares outstanding. This calculation is performed by the fund accounting agent, State Street Bank and Trust Company (State Street), normally as of the end of regular trading hours of the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the days that the fund is open for business, which is typically Monday through Friday, except holidays (business days). However, the NAV may be calculated earlier, or the funds may be closed, if the New York Stock Exchange closes, or otherwise restricts trading, the Federal Reserve Bank of New York closes, or as permitted by the SEC. Each funds NAV is determined on the basis of market prices. If no market price for a security is readily available, or if price information is considered unreliable (for example, if a debt security is discovered to be in default or trading in an exchange-listed security has been halted during the trading day), the securitys fair value is determined by using guidelines approved by the TIP Board. Many of the acquired funds in which Multi-Asset Fund invests are not traded on a securities exchange or otherwise publicly traded. Therefore, market quotations are not available and such acquired funds are priced using fair valuation techniques. If the value of a security has been materially affected by significant events occurring after the close of an exchange or market on which the security is principally traded, but before a fund calculates its NAV, and the market quotations for that security are considered unreliable, a fund may use fair-value pricing instead. Trading in foreign securities is normally completed before the time at which the funds calculate their NAVs. The funds

TIFF Investment Program Prospectus employ a fair value model to adjust the prices of foreign securities to reflect such events occurring after the close of the relevant foreign markets. If a particular event would materially affect a funds NAV, a further adjustment is considered. A fund that uses fair value to price securities may value those securities higher or lower than a fund that uses market quotations, which could cause the NAV of shares to differ significantly from the NAV that would have been calculated using market quotations. In addition, because the indexes against which the funds compare their performance do not use fair value pricing, the volatility of a funds performance against the index may be higher than it would have been had a fund not used fair value pricing techniques. Foreign securities may trade in their primary markets on weekends or other days when the funds do not price their shares. Therefore, the value of a fund holding foreign securities may change on days when members are not able to buy or sell their shares. Offering Dates, Times, and Prices. Shares of the funds are continuously offered, and purchases may be made on any business day. Fund shares may be purchased at a funds NAV next determined after an order and payment are accepted. The purchase amount will be reduced by any applicable entry fee. All purchases, except in-kind purchases, must be made by wire transfer in US dollars. The funds reserve the right to reject any purchase order. Share purchase orders are deemed accepted when TIFF Member Services receives a completed account application in good order and other required documents in good order and funds are deposited in TIPs account with the custodian as set forth below.

Purchase Procedures The following procedures apply to purchases of shares.

When Allowed Purchases may be made on any business day that the funds are open. Only an authorized person as designated on the members account application Who May Purchase Shares or other written instruction may request a purchase of shares. For a member establishing a new account, TIFF Member Services will advise the member when the new account has been established, after which time the account may be funded by wire transfer. Prior to sending the initial wire, an authorized person must inform TIP of the amount of the initial investment, which amount must equal or exceed the applicable minimum initial investment Purchase Notification amount. Such notice may be provided by calling 1-610-684-8200 or by faxing New Accounts the information to 1-610-684-8210. The notice should clearly identify the account name, account number, and fund to be purchased, in addition to the investment amount, and signed by an authorized person. If the notice has been provided by fax, it is suggested that the member call TIP at the telephone number listed above to confirm that the fax was received.

TIFF Investment Program Prospectus

With respect to an additional investment in an existing account, an authorized person must inform TIP of the incoming wire transfer on the day the funds are expected to arrive at State Street. Such notice may be provided by calling 1-610-684-8200 or by faxing an Additional Deposits into Existing TIP Accounts form (which can be found under Member Resources on the TIFF website at www.tiff.org) signed by an authorized person to 1-610-684-8210. If notice has Purchase Notification been provided by fax, it is suggested that the member call TIP at the telephone Existing Accounts number listed above to confirm that the fax was received. Incoming wires that have not been preceded by trade notification in good order as described above will be rejected. The amount of the purchase must equal or exceed the applicable minimum subsequent purchase amount. TIP may require that a member provide additional evidence of eligibility to purchase shares prior to accepting a purchase order. The funds generally do not accept purchase orders that request a particular day or price for a transaction. Federal funds should be wired to the funds custodian and transfer agent, State Street. (See wiring instructions below.) If federal funds and all other required notice and documentation are received prior to the time the funds NAV is calculated, normally 4:00 p.m. Eastern time (the close of business), the order Payment Procedure will be effective on that day. If notice or such documentation is received after the close of business and/or if federal funds are not received by State Street by the close of business, such purchase order will be executed on the next business day. Funds transferred by bank wire may or may not be converted into federal funds the same day, depending on the time the funds are received and on the bank Converted Funds wiring the funds. If funds are not converted the same day, they will normally be converted on the next business day and the trade will be processed on the business day on which they are converted.

Wiring Instructions Bank State Street Bank and Trust Company Address Boston, Massachusetts ABA# 011000028 Attention Transfer Agent Deposit Account# 00330852 Deposit Account Name TIFF Investment Program Further Credit [Member Name or Number/Fund Name]

TIFF Investment Program Prospectus

Redemption Procedures The following procedures apply to redemptions of shares.

Full and fractional shares may be redeemed upon an authorized persons Type of Redemption request on any business day that the funds are open. Only an authorized person as designated on the members account application Who May Redeem or other written instruction may request a redemption. The authorized person must inform TIFF Member Services via phone by calling 1-610-684-8200 or by faxing to 1-610-684-8210 the fund name, the dollar or share amount to be redeemed, gross or net of exit fees, if applicable, the account to which the proceeds should be wired (which should match the account information that the fund has on file), the members name, and the members Notification account number, and the fax should be signed by an authorized person. Redemption notification provided other than by phone or fax may not be accepted and, if accepted, may result in a processing delay. If the notice has been provided by fax, it is suggested that the member call TIP at the telephone number listed above to confirm that the fax was received. TIFF Member Services must receive notice of redemption in good order by the Time of Notice close of business on any business day. If the notice of redemption is received on a day that is not a business day or after Late Notice the close of business on a business day, it will be deemed received as of the next business day. The redemption will be based on the NAV per share next determined after receipt Redemption Price by TIFF Member Services of the redemption request in good order. Payment, less any applicable exit fee, generally will be made on the business day following receipt of notice, but TIP reserves the right to delay payment for up to seven days. Payments of $10,000 or more for Multi-Asset Fund, or $5,000 or more for Short-Term Fund, will normally be made by wire transfer. Wire Payment redemptions will be directed to the bank account that the fund has on file. In order to change this account either temporarily or permanently, TIFF Member Services must receive new instructions in writing from an authorized person with the appropriate original signature guarantee by a qualified financial institution. Telephone Transaction Privilege. An authorized person may request purchase, redemption, and exchange transactions by telephone, unless the member has opted out of the telephone transaction privilege on the new account application or by instructing TIP otherwise in writing. TIFF Member Services or State Street, the funds transfer agent, will employ reasonable procedures designed to confirm that instructions communicated by telephone are genuine and legitimate, and may require one or more forms of personal identification. Such calls may be recorded. As long as reasonable procedures are followed and TIFF Member Services or State Street acts on instructions reasonably believed to be genuine, to the extent permitted by applicable law, TIP, TAS or State Street will not be responsible for any loss, liability, cost or expense arising out of any telephone transaction request that may occur from fraudulent or unauthorized requests. Members should keep their account information confidential, verify the accuracy of their confirmation statements immediately after receipt, and contact TIFF Member Services immediately if they believe someone has obtained unauthorized access to their account.

TIFF Investment Program Prospectus Potential In-Kind Redemptions. The funds reserve the right to redeem in kind, in readily marketable securities, any redemption request by a member if the aggregate market value of the shares being redeemed by that member during any 90-day period exceeds the lesser of $250,000 or 1% of the funds NAV during such period. In-kind redemptions generally entail the distribution to a redeeming member of readily marketable securities held by the fund whose shares it seeks to redeem, selected by TAS in its discretion, as opposed to the cash distributions normally made to redeeming members. Special requirements may apply where the member making the request owns 5% or more of a funds shares. Exchanges. One funds shares may be exchanged for shares of the other fund based on the respective NAVs of the shares involved in the exchange and subject to any applicable entry and exit fees. Exchanges into a fund in which the exchanging member does not have an account will be subject to the minimum initial investment for that fund and all exchanges will be subject to the minimum subsequent purchase amount for the fund into which the exchange is being made. An exchange order is considered a redemption followed by a purchase for tax purposes. The exchange privilege is intended for the convenience of members and is not intended as a vehicle for short- term trading. Exchange requests may be made either by calling 1-610-684-8200 or faxing 1-610-684-8210. If the notice has been provided by fax, it should be signed by an authorized person and it is suggested that the member call TIP at the telephone number listed above to confirm that the fax was received. Redemptions Not Subject to Exit Fee; Systematic Withdrawal Plan. As a means to enhance the predictability of cash flows for members, Multi-Asset Fund will allow members to set up a systematic withdrawal plan under which they automatically redeem (i) up to 1.5% of the value of their account each quarter, (ii) up to 3% of the value of their account semi-annually, or (iii) up to 6% of the value of their account once each calendar year, without paying the 0.50% exit fee. Withdrawals under this systematic withdrawal plan will normally be processed on the 15th day of March, June, September, and December, based upon the withdrawal frequency selected, and payments will normally be made on the next business day. Members that elect to participate in this systematic withdrawal plan must reinvest their quarterly Multi-Asset Fund dividends and distributions, and their enrollment elections must remain in place for a 12-month period, except as described below. The withdrawal percentage selected for quarterly and semi-annual withdrawal plans must be the same across quarters and semi-annual periods during the applicable 12-month period. Generally, new enrollments and changes to existing enrollments will be accepted on or before February 1, May 1, August 1, or November 1 of each year, or new Multi-Asset Fund members may enroll as part of their initial application process. For 2017 only, the May enrollment/change date will be May 15, 2017, instead of May 1. Enrollment/change forms received after the applicable deadline will be held until the next enrollment/change date or may be withdrawn at the request of the member. As noted above, enrollment elections must remain in place for a 12-month period, except that a member may cancel its systematic withdrawal plan prior to completion of the applicable 12-month period. In the case of such a cancellation, the member may not re-enroll in the systematic withdrawal plan until the next enrollment date that is at least 12 months after the date of cancellation of the plan. Any such request to cancel a systematic withdrawal plan must be submitted in writing on or before the February 1, May 1, August 1, or November 1 that precedes the next scheduled systematic withdrawal date and signed by an authorized person. Enrollment elections will remain in effect until changed by the member. TIFF Member Services may in its discretion waive the restrictions on changing enrollment elections in certain compelling circumstances. For additional information about this systematic withdrawal plan, including special rules that will apply during an introductory phase and following a new members initial enrollment in the plan, please contact TIFF Member Services at 1-610-684-8200. Frequent Purchases and Redemptions of Fund Shares. The funds discourage frequent purchases and redemptions of their shares, because short-term or other excessive trading into and out of a fund may harm performance by disrupting portfolio management strategies and by increasing expenses to the funds other members. The TIP Board has adopted policies and procedures pursuant to which the funds monitor the cash flow activity of their members on an ongoing basis and review any questionable activity of such members. In addition, the funds conduct an overall review of their cash flow activity periodically. Multi-Asset Fund also

TIFF Investment Program Prospectus assesses entry and exit fees as set forth under the heading Fees above and under the heading Fees and Expenses of the Fund in the Multi-Asset Fund Summary section of this prospectus, in part as a method to discourage frequent trading by members. Such fees are assessed irrespective of the length of time a members shares are held. There is no guarantee that the funds will be able to curtail frequent trading activity in every instance. As certain foreign securities may be more thinly traded and their prices may be stale or not current, investment in these foreign securities may expose Multi-Asset Fund to the risk of market timing. TIP reserves the right to reject or limit all or part of any purchase or exchange order for any reason. Important Information about Wire Transfers. A members bank may impose its own processing fee for outgoing wires (in connection with purchases of fund shares) or incoming wires (in connection with redemptions of fund shares or payment of dividends and capital gains, if applicable). A members authorized agent may change the account designated to receive redemption proceeds at any time by written request to TIFF Member Services with a signature guarantee. Further documentation may be required when deemed appropriate by TIFF Member Services. Accounts with Low Balances. If the value of a members total account with the funds falls below $1 million (for Multi-Asset Fund) or $25,000 (for Short-Term Fund) as a result of share redemptions, market movements, or otherwise, TIFF Member Services may send a notice asking the member to restore the account to $1 million or $25,000, as applicable, or to close it. If the member does not take action within 100 days, the members shares may be redeemed and the proceeds sent to the wiring instructions on file for the member. For Multi- Asset Fund members, the notice period may be shorter if the member also ceases to meet the membership requirements described under Eligible Investors earlier in this prospectus. Accounts involuntarily redeemed due to a low balance will not be assessed the exit fee customarily assessed on redemptions from Multi-Asset Fund. The minimum account balance may change from time to time in the future following notice to members if the membership requirements change. Performance Information in Multi-Asset Fund Summary. Average annual total returns appearing in the Multi-Asset Fund Summary section of this prospectus for Multi-Asset Fund include the effects of entry and exit fees received by the fund and the deduction of such fees from a members purchase and redemption amount, and assume a purchase at the beginning of each period and a redemption in full at the end of the period. This differs from the calendar year total returns included in the bar chart appearing in the Fund Summary for Multi-Asset Fund, which include the effects of the entry and exit fees received by the fund but do not reflect the deduction of such fees from a members purchase or redemption amount. A members actual total returns may differ from those presented in the Fund Summary depending on whether and how often the member purchased or redeemed fund shares during the applicable period.

Dividends and Distributions Intended Distribution Schedule. As a regulated investment company, a fund is generally not subject to entity-level tax on the income and gains it distributes to members. Each fund intends to distribute to its members substantially all of its net investment income and its net realized capital gains. Dividends from net investment income, if any, are declared and paid quarterly for Multi-Asset Fund and monthly for Short-Term Fund, provided that for Short-Term Fund the amount available to be paid in any such month is equal to or exceeds $0.01 per share. Capital gains, if any, are declared and paid at least annually. Dividends and capital gains distributions, if any, may be reinvested as described below in Distribution Options. A fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a fund, constitutes the funds net investment income from which dividends are paid. A fund realizes capital gains from the sale or exchange of portfolio securities. Capital gains distributions may vary considerably from year to year as a result of a funds normal investment activities and cash flows. During a time of economic volatility, a fund may experience capital losses and unrealized

TIFF Investment Program Prospectus depreciation in the value of its investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a fund may experience a current year loss, it may nonetheless distribute prior year capital gains. In order to satisfy certain distribution requirements, a fund may declare special year-end dividends and capital gains distributions, typically during October, November, or December with a record date in such a month. Such distributions, if paid to members by January 31 of the following calendar year, are deemed to have been paid by a fund and received by members on December 31 of the year in which they were declared. If it is determined that Short-Term Fund has met its annual distribution requirement in the first 11 months of the year, it may choose not to make a distribution in December. Information regarding the character and estimates of the amount of a distribution may be made available on TIFFs website prior to the payment date. Distribution Options. Dividends, short-term, and long-term capital gains distributions, if any, may be reinvested in additional shares of the same fund or, subject to any eligibility criteria or minimum initial investment requirement for new accounts, a different TIP fund at the NAV on the date of reinvestment. Short-Term Fund members reinvesting their dividends in shares of Multi-Asset Fund will be assessed an entry fee by Multi-Asset Fund on such reinvestment. Alternatively, dividends, short-term, and long-term capital gains distributions, if any, may be paid in cash except as noted below. Multi-Asset Fund does not assess exit fees on dividends, short-term, or long-term capital gains distributions paid in cash. Members are asked to designate their distribution option on their account application. All dividends and any capital gains distributions will be automatically reinvested unless a member indicates otherwise on the account application. Returns of capital, if any, will normally be paid or reinvested in accordance with a members instructions for long-term capital gains distributions in the absence of instructions to the contrary. Members may change their election by writing to TIFF Member Services. Such written election should be provided as soon as the decision is made and must be received by TIFF Member Services no later than the close of business on the record date for the distribution to which the election is intended to apply. Such instruction must be signed by an authorized agent of the member. All dividends and distributions must be reinvested by Multi-Asset Fund members that enroll in the systematic withdrawal plan that allows for limited automatic withdrawals without payment of an exit fee, as described above under the heading Redemptions Not Subject to Exit Fee; Systematic Withdrawal Plan. Tax-Related Warning to Private Foundations Subject to Excise Taxation. At the time a private foundation purchases fund shares, the funds net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution of such amounts, although constituting a return of investment, would be classified as a taxable distribution whether reinvested in additional shares or paid in cash. This is sometimes referred to as buying a dividend. In addition, a funds net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions.

Tax Considerations Because members (except TAS and its affiliates, TAS employees, TIP trustees, TAS and TCF directors) of the TIP funds are tax-exempt organizations, they generally are not subject to federal income tax on distributions from the funds or on sales or exchanges of fund shares. This general exemption from tax does not apply to the unrelated business taxable income or UBTI of an exempt organization. UBTI includes dividends, interest, and gains from sales and other dispositions of property held for investment to the extent that such items are attributable to debt financed property. For example, UBTI could result if a member debt finances its purchase of fund shares. In addition, private foundations that are exempt from federal income tax may nonetheless be subject to excise tax on their net investment income. Members should ask their own tax advisors for more information on their own tax situation. TAS employees, TIP trustees, TAS and TCF directors should consult the SAI for information relating to the tax consequences of their investment in the funds. This discussion of Tax Considerations is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and other tax provisions applicable to them.

Financial Highlights The following financial highlights tables are intended to help members understand the funds financial performance for the past five years. Certain information reflects financial results for a single share of a fund. The total returns in the tables represent the rate that a member would have earned (or lost) on an investment in a given fund, assuming reinvestment of all dividends and distributions and before the deduction of entry and exit fees, if applicable. Information for the year ended December 31, 2016 has been audited by PricewaterhouseCoopers, LLP, an independent accounting firm, whose report is included along with the funds financial statements in the annual report (available upon request). Information for the fiscal years prior thereto was audited by Ernst & Young LLP, the funds previous independent registered public accounting firm.

TIFF Multi-Asset Fund Financial Highlights

Year Year Year Year Year Ended Ended Ended Ended Ended 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12 For a share outstanding throughout each period Net asset value, beginning of year $ 14.25 $ 15.31 $ 16.26 $ 15.80 $ 14.54 Income (loss) from investment operations Net investment income (a) 0.10 0.10 0.09 0.01 0.17 Net realized and unrealized gain (loss) on investments 0.51 (0.38) 0.05 2.15 1.84 Total from investment operations 0.61 (0.28) 0.14 2.16 2.01 Less distributions from Net investment income (0.04) (0.20) (0.11) (0.17) (0.30) Net realized gains (0.30) (0.50) (0.99) (1.55) (0.47) Return of capital (0.42) (0.10) Total distributions (0.76) (0.80) (1.10) (1.72) (0.77) Entry/exit fee per share (a) 0.02 0.02 0.01 0.02 0.02 Net asset value, end of year $ 14.12 $ 14.25 $ 15.31 $ 16.26 $ 15.80 Total return (b) 4.45% (1.72)% 1.00% 14.02% 14.00% Ratios/supplemental data Net assets, end of year (000s) $4,126,979 $4,837,688 $5,757,318 $5,770,761 $4,923,265 Ratio of expenses to average net assets (c) 0.90% 0.85% 1.18% 1.31% 0.94% Ratio of expenses to average net assets, excluding interest and dividend expense (c) 0.87% 0.76% 0.85% 0.90% 0.81% Ratio of net investment income to average net assets 0.70% 0.68% 0.52% 0.06% 1.07% Portfolio turnover 65% 62% 94% 106% 54%

(a) Calculation based on average shares outstanding. Total return assumes dividend reinvestment and includes the effects of entry and exit fees received by the fund; however, it does not reflect the deduction of such fees from a members purchase or redemption transaction. Therefore, a members (b) total return for the period, assuming a purchase at the beginning of the period and a redemption at the end of the period, would be lower by the amount of entry and exit fees paid by the member. The expense ratio does not include the fees and expenses associated with investments made in acquired funds; such fees (c) and expenses are reflected in the acquired funds total return.

TIFF Investment Program Prospectus

TIFF Short-Term Fund Financial Highlights

Year Year Year Year Year Ended Ended Ended Ended Ended 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12 For a share outstanding throughout each period Net asset value, beginning of year $ 9.86 $ 9.87 $ 9.89 $ 9.90 $ 9.90 Income (loss) from investment operations Net investment income (loss) 0.01 (0.01) (0.03) (0.01) (0.01) Net realized and unrealized gain on investments 0.00(a) 0.00(a) 0.01 0.00(a) 0.01 Total from investment operations 0.01 (0.01) (0.02) (0.01) (0.00) Less distributions from Net investment income (0.01) Total distributions (0.01) Net asset value, end of year $ 9.86 $ 9.86 $ 9.87 $ 9.89 $ 9.90 Total return (b) 0.13% (0.10)% (0.20)% (0.10)% 0.00%(c) Ratios/supplemental data Net assets, end of year (000s) $83,729 $97,168 $104,383 $148,294 $136,549 Ratio of expenses to average net assets 0.24% 0.22% 0.35% 0.20% 0.20% Ratio of net investment income (loss) to average net assets 0.15% (0.09)% (0.28)% (0.11)% (0.09)% Portfolio turnover (d) % % % % %

(a) Rounds to less than $0.01. (b) Total return assumes dividend reinvestment. (c) The actual return is (0.001)%, which rounds to (0.00)%. Because the fund holds primarily securities with maturities at the time of acquisition of one year or less, and (d) such securities are excluded by definition from the calculation of portfolio turnover, the funds portfolio turnover rate was 0% of the average value of its portfolio.

TIFF Investment Program Prospectus

Glossary The Glossary below explains certain terms used throughout this prospectus. Alpha represents the amount of an investors return, on average, that is independent of the markets return.

A basis point is 1/100th of one percent. A bottom-up investment approach focuses on the performance of individual stocks before considering the impact of economic trends. This approach assumes that individual companies may do well even in an industry that is not performing well. A derivative is a financial instrument, traded on or off an exchange, the price of which is directly dependent, at least in part, upon the value of one or more underlying securities, commodities, currencies, other derivative instruments, or agreed-upon index or arrangement. Duration is a measure of the expected life of a bond. It also measures the sensitivity of a bonds price to changing interest rates. The longer a bonds duration, the greater the effect of interest rate movements on its price. A fulcrum fee is a performance-based fee that a money manager is paid when the return on the money managers portfolio is equal to that of an agreed upon benchmark or measure of investment performance. The fulcrum fee represents the mid-point on the fee schedule with such money manager and the money managers fee increases or decreases proportionately from that point as the portfolio out-performs or under-performs the benchmark. A hedge fund is an investment fund (often a limited partnership or limited liability company) that is typically managed with the goal of achieving consistently positive returns while seeking to avoid losses. To meet this goal, a hedge fund may use strategies such as investing significantly in derivatives and employing leverage, i.e., borrowing money to purchase securities. Use of these strategies magnifies the risk of loss. A high water mark is the highest net asset value that a money managers portfolio has reached and for which a performance fee was paid. This mechanism is used to prevent managers from receiving a performance fee when the portfolio has had negative performance over previous performance fee periods. The use of a high water mark also prevents managers from receiving performance fees more than once for the same increase in their portfolios value, which is something that could otherwise happen in a fluctuating market. Security selection for bonds involves fundamental analysis, credit analysis, and quantitative valuation techniques at the individual security level. Fundamental analysis takes into account the type of security and the amount and timing of cash flows. Credit analysis considers the likelihood of cash flows being received. Quantitative techniques, including statistical analysis, put a value on the cash flows and assess their probabilities. A value-oriented investment approach emphasizes securities that are inexpensive relative to the market in which they are traded, by measures such as price-to-earnings and price-to-book value ratios. An example is US common stocks of which the average price-to-earnings ratio is lower than the average price-to-earnings ratio for the S&P 500 Index.

TIFF Investment Program Prospectus

Further Information This prospectus sets forth concisely the information about the funds that a prospective member should know before investing. This prospectus should be read carefully and retained for future reference. Additional information is contained in the SAI dated May 1, 2017, as amended and supplemented from time to time, which has been filed with the SEC. The SAI is incorporated herein by reference. Further information about the funds investments is also available in the TIP annual and semi-annual reports to members. The funds annual report contains a discussion of the market conditions and investment strategies that significantly affected the funds performance during the last fiscal year. The SAI, annual, and semi-annual reports are available without charge by contacting TIFF by mail, fax, or email using the contact information below, or by phone at 1-800-984-0084. Information about the funds (including the prospectus and SAI) can be reviewed and copied at the SECs Public Reference Room in Washington, DC (for information about the Public Reference Room, call 1-202-551-8090). Reports and other information about the funds are also available on the Commissions Internet site at http://www.sec.gov, with copies of this information available upon payment of a duplicating fee by electronic request at the following email address: [email protected], or by writing the Public Reference Section of the Commission, 100 F Street NE, Washington, DC 20549-1520. The prospectus and SAI, as well as the annual and semi-annual reports, are also available, free of charge, on TIFFs website at www.tiff.org.

THE INVESTMENT FUND FOR FOUNDATIONS Pursuing investment excellence on behalf of endowed non-profits

Office Locations Boston, MA Metro Philadelphia, PA (Radnor)

Mailing Address 170 N. Radnor Chester Road, Suite 300 Radnor, PA 19087

Phone: 1-610-684-8200 Fax: 1-610-684-8210 Website: www.tiff.org

Electronic mail inquiries: Services offered by TIFF: [email protected] Member-specific account data: [email protected]

For further information about any of TIFFs services, please contact TIFF at the coordinates furnished above.

SEC File Number 811-8234 40

TIFF Investment Program

Statement of Additional Information May 1, 2017

TIP Mutual Funds

TIFF Multi-Asset Fund TIFF Advisory Services, Inc. TIFF Short-Term Fund 170 N. Radnor Chester Road, Suite 300 Radnor, PA 19087

Phone 1-610-684-8200 Fax 1-610-684-8210 Email [email protected] Website www.tiff.org

Introduction 1 Organization of TIP 1 Supplemental Discussion of Fund Management and Administration 1 Advisory and Service Provider Agreements 8 Performance-Based Fees for Money Managers 11 Portfolio Managers 14 Control Persons and Principal Holders of Securities 15 Distribution of TIP Funds 15 Supplemental Discussion of Purchases, Exchanges, Redemptions, and Distributions 16 Supplemental Discussion of Investment Objectives, Policies and Procedures 17 Policy Implementation and Risks 19 Brokerage Direction and Other Practices 53 Cybersecurity Risk 56 Tax Considerations 57 Member Information 67 Determination of Net Asset Value 68 Additional Service Providers 70 Financial Statements 71 Description of Indices 71 Appendix A: Quality Rating Descriptions 75 Appendix B: Proxy Voting Policies and Procedures 79 Appendix C: Portfolio Managers 81 This statement of additional information (SAI) is not a prospectus and should be read in conjunction with the TIP prospectus dated May 1, 2017, as amended and supplemented from time to time (the prospectus). The prospectus and the funds audited financial statements, including financial highlights, and the report of the independent registered accounting firm appearing in the annual report for the year ended December 31, 2016 are incorporated herein by reference. The prospectus and annual report can be obtained without charge by writing or calling TIFF Advisory Services, Inc. at the address and telephone number provided above, on TIFFs website at www.tiff.org, or by calling 1-800-984-0084.

[This page intentionally left blank.]

TIFF Investment Program Statement of Additional Information

Introduction TIFF Investment Program (TIP) is a no-load, open-end management investment company that seeks to improve the net investment returns of its members through two investment vehicles, each with its own investment objective and policies. TIP was originally incorporated under Maryland law on December 23, 1993, and was reorganized, effective December 16, 2014, as a Delaware statutory trust, and consists of two mutual funds at present: TIFF Multi-Asset Fund (MAF) and TIFF Short-Term Fund (STF), each of which is diversified, as defined in the Investment Company Act of 1940, as amended (the 1940 Act). The funds are available primarily to foundations, endowments, other 501(c)(3) organizations, and certain other non-profit organizations that meet TIPs eligibility requirements. With respect to MAF, TIFF Advisory Services, Inc. (TAS), advisor to the TIP funds, seeks to achieve the funds investment and performance objectives primarily by selecting independent money managers and other investment funds, such as exchange-traded funds, other mutual funds, and private investment or hedge funds (collectively referred to as acquired funds) for such fund. In addition, TAS is responsible for allocating cash among asset classes, money managers (which may include an allocation to TAS), and acquired funds, as applicable, and monitoring the performance of the money managers and acquired funds, as well as the funds overall performance. Each money manager is responsible for the day-to-day investment decisions for that portion of MAF that is allocated to such money manager. TAS also invests in futures contracts and other derivative instruments, duration investments, and other securities and financial instruments, in accordance with MAFs investment objective, policies, and restrictions. With respect to STF, TAS is responsible for the day-to-day management of the funds assets. The funds are subject to the general oversight of TIPs Board of Trustees (the TIP Board).

Organization of TIP The beneficial interest in TIP is divided into an unlimited number of shares, each with a par value of $0.001. Shares of each fund have equal voting rights. Members have one vote for each dollar of net asset value they hold. All shares issued and outstanding are fully paid and non-assessable, transferable and redeemable at net asset value at the option of the member. Shares have no preemptive or conversion rights. The shares of TIP possess non-cumulative voting rights. This means that the holders of more than 50% of the dollar value of shares voting for the election of trustees can elect 100% of the trustees if they choose to do so. In such event, the holders of the remaining percentage (less than 50%) of the dollar value of shares voting for the election of trustees will not be able to elect any person or persons to the TIP Board. TIPs Agreement and Declaration of Trust permits new series of shares evidencing new funds with divergent investment objectives, policies, and restrictions. Any issuances of shares of new funds, in the future, would be governed by the 1940 Act, other applicable federal securities laws, and Delaware law. Neither fund shall be liable for the obligations of the other fund.

Supplemental Discussion of Fund Management and Administration Trustees and Officers of TIP. Overall responsibility for supervision of the TIP funds rests with the TIP Board. Among the responsibilities of the TIP Board are selecting investment advisors and approving money managers for MAF; monitoring fund operations, performance, and costs; reviewing contracts; nominating and selecting new trustees, and electing TIP officers. The following trustees and principal officers oversee the TIP funds.

TIFF Investment Program Statement of Additional Information

Independent Trustees Principal Occupation(s) During the Past Five Years: Chief Investment Mark L. Baumgartner Officer, Institute for Advanced Study, a private, independent academic Born 1969 institution (2014 present); Director of Asset Allocation and Risk, Ford Trustee since September 2016 Foundation (2009 2013). 2 Funds overseen Other Directorships: Trustee, YMCA Retirement Fund. Principal Occupation(s) During the Past Five Years: Executive Vice Craig R. Carnaroli President, University of Pennsylvania. Born 1963 Other Directorships: University City District; University City Science Trustee since January 2012 Center; Philadelphia Industrial Development Corp.; Visit Philadelphia; 2 Funds overseen The Connelly Foundation, a private grant-making foundation. Principal Occupation(s) During the Past Five Years: Managing Partner, Impact Investments, Athena Capital Advisors, LLC, an independent, registered advisor (2016 present); Managing Director, Holos William F. McCalpin Consulting LLC, a consultant to foundations and non-profit organizations Born 1957 (2009 present); Chair of the Board of Trustees of The Janus Funds Trustee since February 2008 (2008 present); Trustee of The Janus Funds (2002 present) Board Chair since 2008 (oversees 58 portfolios). Formerly, Chief Executive Officer, Imprint 2 Funds overseen Capital Advisors, LLC, an investment advisor exclusively focused on impact investing (2013 2015). Other Directorships: FB Heron Foundation; Mutual Fund Directors Forum. Principal Occupation(s) During the Past Five Years: Vice President, Chief Financial Officer and Chief Administrative Officer, The Kresge Amy B. Robinson Foundation, a private, national foundation that works to expand Born 1967 opportunities in Americas cities. Trustee since September 2013 Other Directorships: Member of the Detroit Riverfront Conservancy 2 Funds overseen Audit Committee, Non-Trustee Advisor to the UAW Retiree Medical Benefits Trust Audit Committee, Member of Financial Accounting Standards Board (FASB) Not-For-Profit Advisory Committee. Principal Officers* Principal Occupation(s) During the Past Five Years: CEO, TIFF Advisory Services, Inc.; President and CEO, TIFF Investment Program. Richard J. Flannery Directorships: TIFF Advisory Services, Inc., The Nelson Foundation. Born 1957 Investment Committee Member, Financial Industry Regulatory Authority President and CEO since (FINRA), Compensation Committee Member, Mercy Investment September 2003 Services, Inc., and Advisor to the Board, Catholic Investment Services, Inc. Principal Occupation(s) During the Past Five Years: Chief Investment Jay L. Willoughby Officer, TIFF Advisory Services, Inc. (2015 present); CIO, Alaska Born 1958 Permanent Fund Corp., a sovereign wealth fund of the State of Alaska Chief Investment Officer since (2011 2015); Co-Managing Partner, Ironbound Capital Management, a October 2015 global long-short equity hedge fund (2006 2011).

TIFF Investment Program Statement of Additional Information

Dawn I. Lezon Born 1965 CFO and Treasurer since Principal Occupation(s) During the Past Five Years: Vice President/ January 2009 Treasurer, TIFF Advisory Services, Inc. (Vice President and Assistant Treasurer, September 2006 December 2008) Kelly A. Lundstrom Born 1964 Principal Occupation(s) During the Past Five Years: Vice President, Vice President since TIFF Advisory Services, Inc. September 2006 Richelle S. Maestro Born 1957 Principal Occupation(s) During the Past Five Years: Vice President/ Vice President and General Counsel, TIFF Advisory Services, Inc.; Secretary, TIFF Chief Legal Officer since Advisory Services, Inc. (2011 present). March 2006; Secretary since December 2011 Christian A. Szautner Principal Occupation(s) During the Past Five Years: Vice President/Chief Born 1972 Compliance Officer, TIFF Advisory Services, Inc. (2008 present). CCO since July 2008 Principal Occupation(s) During the Past Five Years: Vice President/Chief Robert J. Zion Operating Officer, TIFF Advisory Services, Inc. (Feb 2017 present); Born 1961 Chief Operating Officer, and prior to that Chief Financial Officer, Hirtle CCO since March 2017 Callaghan & Co. (1991 2017). * The officers of TIP are elected annually by the TIP Board. Share Ownership The following table shows the dollar amount range of each trustees beneficial ownership of the funds equity securities as of December 31, 2016.

Aggregate Dollar Range of Equity Securities Dollar Range of Equity in All Registered Investment Companies Name of Trustee Securities in the Funds Overseen by Trustee in TIP Funds Mark L. Baumgartner None None Craig R. Carnaroli None None William F. McCalpin None None Amy B. Robinson None None As of April 3, 2017, trustees and officers as a group owned less than 1% of the funds equity securities. The mailing address of the trustees and principal officers is 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087. Board Leadership Structure and Oversight of Risk Management The following provides an overview of the leadership structure of the TIP Board and the TIP Boards oversight of TIPs risk management process. The TIP Board consists of four trustees, none of whom is an interested person (as defined in Section 2(a)(19) of the 1940 Act) of TIP (each, an independent trustee). An independent trustee serves as chair of the TIP Board. In addition, there are three standing committees of the TIP Board, to which the TIP Board has delegated certain authority and oversight responsibilities. The function of

TIFF Investment Program Statement of Additional Information each of the committees is described below. Each of the four independent trustees serves on the audit committee, the governance committee and the investment oversight committee. The independent trustees conduct a self- evaluation annually, which process is overseen by the governance committee. As part of the self-evaluation, the TIP Boards leadership and committee structures are reviewed to determine whether such structures are appropriate to enable the TIP Board to exercise its oversight of TIP. The TIP Board believes that its current leadership and committee structures enable it to effectively oversee the management of TIP. TIP has retained TAS as TIPs investment advisor and State Street Bank and Trust Company (State Street) as TIPs administrator and custodian. TAS provides the 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 risks that arise from the investment strategies pursued by each fund. With respect to MAF, TAS is also responsible for monitoring and overseeing the external money managers that also manage assets for MAF. State Street 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 and other vendors providing services to the funds. 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 risks relating to the funds. TAS monitors the funds and, with respect to MAF, allocates and re-allocates the funds assets among the money managers, taking into consideration the funds investment and performance objectives as well as other variables, such as the money managers performance, prevailing market conditions, and other factors TAS deems relevant. TAS recommends to the TIP Board additional money managers to invest MAFs assets, in light of the capabilities of available managers and TASs 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 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 managers investment strategy with respect to MAF, including liquidity constraints and potential valuation issues, as well as the policies and restrictions adopted by the fund, and allocates assets and takes other steps in an effort to adjust the risk level 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 Boards regular meetings, the Board receives a quarterly compliance report from TIPs Chief Compliance Officer (CCO) and the independent trustees meet separately from TAS management and staff with their independent counsel and the CCO. During these meetings the independent trustees and the CCO discuss issues related to portfolio compliance and 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 TIPs compliance program. 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 TIPs primary service providers on a periodic or regular basis, including the money managers as well as TIPs 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. Experience of Trustees. Described below for each trustee are specific experiences, qualifications, attributes, or skills that support a conclusion that he or she should serve as a trustee of TIP in light of TIPs business and structure. Further information about each trustee is set forth in the table above describing the business activities of each trustee during the past five years. Mr. Baumgartners three 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 a financial services firm, give him a comprehensive understanding of investment management, risk control, and endowment issues.

TIFF Investment Program Statement of Additional Information Mr. Carnarolis sixteen 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. In addition, in his five years as an independent trustee of TIP, he has developed an extensive understanding of the funds operations and strategies. Mr. McCalpins fourteen years experience as a trustee of another large mutual fund complex, including nine years as independent chair, and his experience in the investment management industry, currently as a managing partner of impact investing and previously 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 nine years as an independent trustee and chair of TIPs Board provide him with an extensive understanding of the funds operations and strategies. Ms. Robinsons twenty-one years experience as a financial executive of a large, national foundation, where her responsibilities include formulating financial policy and oversight of accounting, tax, insurance, budget, and treasury functions, plus her prior experience as a senior auditor at a major public accounting firm, give her extensive knowledge of investment and financial management issues. In addition, in her three years as an independent trustee of TIP, she has developed a thorough understanding of the funds operations and strategies. Committees. Each of TIPs independent trustees serves on the audit committee of the TIP Board. The primary functions of the audit committee, which are set forth in its charter, are to (a) select and recommend to the TIP Board the independent auditors and review the nature and performance of audit and other services; (b) oversee TIPs accounting and financial reporting policies and practices, its internal controls, and, as appropriate, the internal controls of certain service providers; (c) oversee the quality and objectivity of TIPs financial statements and the independent audit thereof; and (d) act as a liaison between TIPs independent auditors and the full TIP Board. The audit committee met three times during the fiscal year ended December 31, 2016. Each of TIPs independent trustees also serves on the governance committee of the TIP Board. The governance committees primary functions, which are set forth in its charter, are to (a) provide counsel to the full TIP Board with respect to the organization, function, and composition of the Board and its committees; (b) identify and recommend to the full TIP Board potential trustee candidates; and (c) lead the full TIP Board in an annual review of the Board and its committees. The governance committees responsibilities include (i) trustee nominations, elections, and training; (ii) committee nominations and functions; and (iii) governance oversight. The governance committee met four times during the fiscal year ended December 31, 2016. The governance committee will consider nominees recommended by TIP members and will assess such nominees in the same manner it reviews committee nominees. 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 trustees. The trustees also value diversity of background, experience and expertise in selecting nominees. The committee may use any process it deems appropriate for the purpose of evaluating candidates. The committee shall evaluate candidates qualifications for board membership and their independence from TAS, TIPs money managers, and other principal service providers. Persons selected to serve as independent trustees must be disinterested or independent in terms of both the letter and the spirit of the 1940 Act. The committee also considers the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial, or family relationships with TAS, TIPs money managers, or service providers, including TIPs independent auditors. The committee may also consider such other factors as it may determine are relevant. Members should send nominations in writing to TIFF Investment Program, Attn: Governance Committee, 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087. Such nominations should include appropriate information on the background and qualifications of the nominee, as well as the nominees contact information and a written consent from the nominee to serve if the nomination is

TIFF Investment Program Statement of Additional Information accepted and the nominee elected. Nominations will be accepted on an on-going basis and kept on file for consideration when there is a vacancy on the TIP Board. Each of TIPs independent trustees also serves on the investment oversight committee of the TIP Board. The investment oversight committees primary function, which is set forth in its charter, is to oversee the investment activities of each fund. The investment oversight committees responsibilities include, among others, (a) reviewing investment performance of each fund at least quarterly; (b) reviewing the investment objective of each fund and the performance of TAS and the money managers at least annually; (c) reviewing the exposures and risk characteristics of each fund at least annually; (d) advising the TIP Board concerning the hiring of new money managers or material changes in allocations among existing money managers, as needed; and (e) making recommendations to the TIP Board concerning changes in benchmarks used to evaluate the performance of TAS, each money manager, and each fund, as needed. The investment oversight committee met four times during the fiscal year ended December 31, 2016. Trustee Compensation. The independent TIP Board chairperson receives an annual fee of $50,000. The remaining TIP Board members currently serve as volunteers who receive no fees or salary as trustees but are eligible for expense reimbursement and a matching charitable gift program offered by TIP. Matching Gift Program. Effective January 1, 2006, TIP instituted a matching gift program. TIP will match contributions made by TIP participating trustees 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. TIP will match the first $5,000 of eligible contributions by a participating trustee each calendar year at a rate of 2:1. TIP will match the next $10,000 of contributions by the participating trustee each calendar year at a rate of 1:1. Contributions by a participating trustee, in excess of $15,000 in a calendar year, will not be matched; the maximum aggregate match by TIP is $20,000 per calendar year for each independent trustee. The minimum contribution that will be matched is $25. Code of Ethics. Rule 17j-1 of the 1940 Act addresses conflicts of interest that arise from personal trading activities of investment company personnel. The rule requires TIP, its investment advisor, TAS, and its money managers to adopt codes of ethics and to report periodically to the TIP Board on issues raised under their codes of ethics. To assure compliance with these restrictions, TIP and TAS have adopted and agreed to be governed by a joint code of ethics, and the money managers have each adopted and agreed to be covered by their individual codes of ethics containing provisions reasonably necessary to prevent fraudulent, deceptive, or manipulative acts with regard to the personal securities transactions of their employees and violations of federal securities laws. The TIP and TAS joint code of ethics permits personal investing transactions by TIP and TAS trustees and directors, officers, and employees, including transactions in securities that may be purchased or held by the funds, provided that such transactions avoid conflicts of interest with TIP and comply with applicable reporting and preapproval requirements. Information about these codes of ethics may be obtained by calling the Securities and Exchange Commission (SEC)s Public Reference Room at 1-202-551-8090. Copies of the codes of ethics may also be obtained on the EDGAR Database on the SECs website at http://www.sec.gov. Alternatively, this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street NE, Washington, DC 20549-0102 or by electronic request at the following email address: [email protected]. Investment Advisor Conflicts of Interest. In addition to serving as the investment advisor to TIP, TAS serves as the investment advisor to numerous privately offered investment funds (the TAS-Managed Private Funds). TAS also is the sole member of TIFF Endowment Asset Management, LLC (TEAM), which serves as the general partner and is responsible for the management and investment decisions of certain other privately offered investment funds (the TEAM-Managed Private Funds and, together with the TAS-Managed Private Funds, the Private Funds). The investment programs of MAF and certain of the Private Funds are intended to be similar and there will by definition be investment opportunities suitable to MAF and one or more of the Private Funds. Participation in some of those opportunities may be constrained and have to be

TIFF Investment Program Statement of Additional Information allocated amongst MAF and the Private Funds, which constraints and allocations have the potential to create conflicts because they may result in MAF or the Private Funds receiving less than its or their desired amount of an investment opportunity. TAS and TEAM have implemented compliance policies and procedures designed to address these conflicts. On behalf of MAF and the Private Funds, TAS or TEAM may, at or about the same time, purchase or sell the same or similar securities or instruments or invest with the same or similar underlying managers or in the same or similar acquired funds. Doing so has the potential to create conflicts, including those related to aggregation of orders and allocation of opportunities. TAS and TEAM have implemented compliance policies and procedures designed to address these conflicts. The fact that TAS acts as the advisor to TIP, a registered investment company subject to the 1940 Act, may require one or more of MAF or the Private Funds to limit their participation in certain transactions or to delay their participation in certain transactions. In particular, applicable securities laws and regulations constrain the transactions that may be entered into with any of TIPs affiliates, which may include TIPs external money managers and acquired funds in which funds advised or managed by TAS and its affiliates hold in the aggregate a material ownership interest. Other legal and regulatory limitations may be triggered by the side-by-side participation in an investment opportunity by MAF and one or more of the Private Funds. Such limitations may cause one or more of MAF or the Private Funds to forego certain investment opportunities or to participate in other investment opportunities on terms less favorable than might otherwise have been obtainable. TAS and TIP, as applicable, have implemented compliance policies and procedures designed to address the above conflicts, constraints, and limitations. Specifically, TIP has adopted compliance procedures related to aggregated transactions involving Managers (defined as investment management firms other than TAS or its affiliates which make and implement investment decisions for one or more of MAF and/or the Private Funds, including external money managers for one or more of MAF and/or the Private Funds and managers of acquired funds in which one or more of MAF and/or the Private Funds invest). Among the terms and conditions of these procedures are the following: The Chief Investment Officer of TIP, and any TAS supervised person who is involved in the negotiation of the terms of the aggregated transaction (including but not limited to investment minimums, fees, liquidity or redemption terms, and reporting requirements), must negotiate such terms equally from the perspective of the best interests of MAF and the applicable Private Fund(s). The Chief Investment Officer of TIP, and any TAS supervised person who is exercising investment discretion and causing MAF to participate in the aggregated transaction, must reasonably determine (i) that MAFs participation in the aggregated transaction is in the best interests of MAF and (ii) that MAFs participation in the aggregated transaction is on terms and conditions that are at least as favorable and advantageous as those offered to each Private Fund. With respect to an aggregated transaction as to which the same acquired fund is purchased by both MAF and a Private Fund, the aggregated transaction will be subject to, and will comply with, TASs written compliance procedures regarding the allocation of investment opportunities. Notwithstanding the above, MAF and one or more Private Funds may invest side-by-side in an aggregated transaction if one or more of the applicable requirements and conditions are not met with the prior written approval of either the CCO or TIPs Chief Legal Officer, whose approval shall be based upon a reasonable determination (i) that MAFs participation in the aggregated transaction is on terms and conditions that are at least as favorable and advantageous as those offered to each Private Fund and (ii) that there are not any incentives or conflicts of interest affecting the TIP Chief Investment Officer, or any TAS supervised person who is exercising investment discretion and causing MAF to participate in the aggregated transaction, that could reasonably cause the Chief Investment Officer or such TAS supervised person to cause MAF to participate in the aggregated transaction despite such participation not being in MAFs best interests, or to otherwise overreach or disadvantage MAF.

TIFF Investment Program Statement of Additional Information Proxy Voting Procedures. The TIP Board has adopted proxy voting policies and procedures to govern the voting of proxies relating to voting securities held by the funds. The funds have delegated proxy voting responsibilities to TAS subject to the TIP Boards general oversight. In delegating proxy responsibilities, the TIP Board has directed that proxies be voted consistent with the funds and their members best interests and in compliance with all applicable proxy voting rules and regulations. TIP has retained ISS Governance Services (ISS) to serve as proxy service provider and intends to vote in accordance with ISS recommendations, except in limited circumstances, including the situations outlined in the proxy voting policy attached hereto as Appendix B. A description of the policies and procedures that TIP adopted and TAS follows to determine how to vote proxies relating to portfolio securities is also available on TIPs website at www.tiff.org and without charge, upon request, by calling 1-800-984-0084. Information regarding how the funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on TIPs website and on TIPs Form N-PX on the SECs website at http://www.sec.gov.

Advisory and Service Provider Agreements Advisory Agreements. A discussion of the services performed by TAS pursuant to an investment advisory agreement with TIP on behalf of each fund can be found in the funds prospectus. The advisory agreements may be terminated, without penalty, upon 60 days prior written notice by TIPs Board or by a vote of the holders of a majority (as defined in the 1940 Act), of the relevant funds outstanding votes voting as a single class (as defined in the 1940 Act), or upon 60 days prior written notice by TAS. Each advisory agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). The investment advisory agreements between the funds and TAS were most recently approved by the TIP Board for continuation on June 9 10, 2016. Advisor Compensation. As compensation for services rendered by TAS under the advisory agreements, each fund pays TAS a monthly fee calculated by applying the following annual percentage rates to such funds average daily net assets for the month:

MAF STF On first $1 billion 0.25% 0.03% On next $1 billion 0.23% 0.02% On next $1 billion 0.20% 0.01% On remainder (>$3 billion) 0.18% 0.01% Payment of Expenses. TAS pays all of its own expenses arising from the performance of its obligations under the advisory agreements, including the costs of office space, equipment, and personnel necessary to discharge those obligations and expenses of the officers of TIP who are officers or employees of TAS who are performing duties under the advisory agreement. Other expenses incurred in the operation of TIP are borne by the funds themselves, including, without limitation, money manager fees; brokerage commissions; interest; fees and expenses of administrators, attorneys, auditors, custodians, accounting agents, and transfer agents; taxes; fees of TAS pursuant to a Services Agreement for certain services rendered outside the scope of the advisory agreements; expenses (including clerical expenses) of the issue, sale, repurchase, or redemption of shares; expenses of registering and qualifying shares of TIP under federal and state laws and regulations; expenses of printing and distributing reports, notices, and proxy materials to existing members; expenses of printing and filing reports and other documents filed with governmental agencies; expenses of annual and special members meetings; compensation of the independent chair of the TIP Board; expenses of trustees of TIP who are not employees of TAS; membership dues in the Mutual Fund Directors Forum; insurance premiums; a portion of certain costs and expenses of the CCO; matching gift program; and non-routine expenses such as litigation expenses. Fund expenses directly attributable to a fund are charged to that fund; other expenses are allocated proportionately between the funds in relation to the net assets of each fund.

TIFF Investment Program Statement of Additional Information Fund Administrator. As TIPs administrator, State Street assists in managing specified aspects of the general day-to-day business activities and operations of TIP, other than investment advisory activities, including custodial, transfer agency, dividend disbursing, accounting, compliance, and testing related services. In addition, State Street provides a 38a-1 Compliance Program designed to assist the funds CCO with the information needed to comply with the requirements of Rule 38a-1 under the 1940 Act when reviewing State Streets relevant controls and procedures. Administration, Custody, Transfer Agency and Fund Accounting Agreements. For core services, State Street receives a monthly fee expressed as a percentage of the average daily net assets of TIP. For non-US custody services, assistance with valuations of portfolio securities and FAS 157 services, 38a-1 Compliance Program services, and with respect to certain transactions and other non-core services, additional charges apply. For the years ended December 31, 2016, 2015 and 2014, the aggregate amount of administration fees paid to State Street by each fund was as follows:

2016 2015 2014 MAF $ 5,349,694 $ 5,338,817 $ 5,562,214 STF $ 62,436 $ 77,711 $ 110,195 Services Agreement. TAS provides certain administrative and other services for TIP that are outside the scope of the advisory agreements between TIP and TAS and were in part formerly provided to TIP by other service providers. Under the Services Agreement, TAS receives 0.02% per annum of the average daily net assets for such services provided to MAF and 0.01% per annum of the average daily net assets for such services provided to STF. The services provided by TAS under the Services Agreement are separate and distinct from services provided to TIP by TAS as investment advisor and by State Street as administrator and transfer agent, and include review and oversight of legal and regulatory matters, vendors, and accounting and financial reporting. For the years ended December 31, 2016, 2015 and 2014, the fees paid to TAS by each fund under the Services Agreement were as follows:

2016 2015 2014 MAF $ 888,155 $ 1,098,995 $ 1,184,965 STF $ 7,788 $ 9,752 $ 11,003 Money Manager Agreements. The agreements between TIP and the money managers that manage separate accounts on behalf of MAF (the Money Manager Agreements) continue in effect for successive annual periods, as long as such continuance is specifically approved at least annually by (a) the TIP Board or (b) the vote of a majority (as defined in the 1940 Act) of the funds outstanding votes voting as a single class (as defined in the 1940 Act), provided that in either event the continuance is also approved by at least a majority of the TIP trustees who are not interested persons (as defined in the 1940 Act) by vote cast in person at a meeting called for the purpose of voting on such approval. The Money Manager Agreements for AJO, LP, Amundi Smith Breeden, LLC, Glenhill Capital Advisors, LLC, Hosking Partners LLP, Kopernik Global Investors, LLC (Kopernik), Lansdowne Partners (UK) LLP, Marathon Asset Management, LLP (Marathon London), Mission Value Partners, LLC, and Mondrian Investment Partners Limited, were most recently approved by the TIP Board for continuation on June 9 10, 2016. The Money Manager Agreements with Fundsmith, LLP and Shapiro Capital Management, LLC, were approved by the TIP Board at meetings held on September 9, 2015 and March 22, 2017, respectively, for initial two-year terms. On June 9 10, 2016, the TIP Board also approved new Money Manager Agreements with Neuberger Berman Asia Limited (Neuberger Berman) and TB Alternative Assets Ltd. (Trustbridge), and an amended and restated fee schedule with Kopernik. On March 22, 2017, the TIP Board also approved a novation agreement with Neuberger Berman and Green Court Capital Management Limited (Green Court), under which Green Court assumed the rights and duties of Neuberger Berman as a money manager for MAF. Green Court is a newly formed investment advisory firm established by the Greater China Investment team that was a part of Neuberger Berman.

TIFF Investment Program Statement of Additional Information Use of Foreign Affiliates. In rendering investment advisory services to MAF, each of Fundsmith and Green Court may use personnel employed by one or more of its foreign (non-US) affiliates that are not registered under the Investment Advisers Act of 1940, as amended (Non-US Affiliates), to provide portfolio management, research, and trading services to MAF pursuant to a participating non-US affiliate agreement between such money manager and the respective affiliate(s). Under the participating non-US affiliate agreement, each of the money managers Non-US Affiliates is considered to be a participating affiliate of the money manager pursuant to applicable guidance of the staff of the SEC allowing investment advisers registered in the United States to use investment advisory and other resources of unregistered advisory affiliates subject to the supervision of the registered adviser. Each participating affiliate, and any of its personnel who provide services to or for MAF, are considered under the participating non-US affiliate agreement to be supervised persons of Fundsmith or Green Court, as applicable, as that term is defined in the Investment Advisers Act of 1940, as amended. A money managers authority to use its Non-US Affiliates to perform duties for MAF will terminate if the participating non-US affiliate agreement ceases to meet the applicable requirements. For the years ended December 31, 2016, 2015 and 2014, the amount of advisory fees paid to TAS and the money managers by each fund was as follows:

2016 2015 2014 MAF $ 31,277,498 $ 34,427,617 $ 39,803,496 STF $ 23,364 $ 29,256 $ 33,008 As described above, TIP also pays fees to TAS pursuant to a Services Agreement for services rendered by TAS outside of the scope of those rendered by TAS as TIPs investment advisor and reimburses TAS for a portion of certain costs and expenses of TIPs CCO. Exemption from Requirement that Members Approve New Money Manager Agreements. TIP and TAS have received an order from the SEC, effective August 30, 1995, exempting each of the funds from the requirement that agreements between registered investment companies and their unaffiliated sub-advisors be approved by a vote of a majority of the outstanding voting securities of such investment companies. TIPs Board believes that such member approval of Money Manager Agreements is not necessary for the protection of participating organizations and would needlessly encumber the funds operations. Pursuant to this exemption, TIPs Board may, without the approval of members: employ a new unaffiliated money manager pursuant to the terms of a new Money Manager Agreement, either 1. as a replacement for an existing money manager or as an additional money manager, 2. change the terms of a Money Manager Agreement, or continue to employ an existing unaffiliated money manager where a Money Manager Agreement has been 3. assigned because of a change in control of the money manager. Within 60 days of engaging a new unaffiliated money manager or implementing a proposed material change in a Money Manager Agreement, written notice will be provided to members, which notice must include the information concerning the money manager that would normally be included in a proxy statement. Manager Allocation Criteria. In allocating assets among money managers for MAF, TAS considers the funds investment and performance objectives as well as other variables, such as the skill sets of the money managers and prevailing market conditions. There is no pre-specified allocation to any particular money manager and TAS has discretionary authority to alter allocations and to reallocate assets among money managers. It is possible that not all money managers profiled in the prospectus will be employed at all times. Whether a given money manager is employed at a given time depends on factors determined by TAS to be relevant under the circumstances, which may include, among others: 1. MAFs size, 2. its projected growth rate,

TIFF Investment Program Statement of Additional Information TASs perception of the relative attractiveness of the money managers approach in light of prevailing market 3. conditions, and the extent to which a given money managers investment style would complement those of the other money 4. managers to which the funds assets have been allocated. Future market conditions are not forecastable, and TIP cannot predict the amount to be allocated to each money manager over time. As a general rule, however, given the incremental custodial costs of activating a money managers account, it is expected that the initial allocation to each money manager managing a separate account on MAFs behalf will be at least $50 million. A money manager receives no compensation from TIP unless it is actually managing funds for TIP. Organizations seeking to determine the current allocation of MAFs assets across money managers can obtain this information by contacting TAS. Termination of Money Manager Agreements. Generally, the Money Manager Agreements may be terminated without penalty on 30 or 60 days prior written notice by TIPs Board or by a vote of the holders of a majority of MAFs outstanding votes voting as a single class, or upon not less than 30 days prior written notice by the money manager. A Money Manager Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Performance-Based Fees for Money Managers Overview. The following discussion outlines the principles that TAS follows in negotiating money manager fees and describes the performance-based fee structure that MAF has entered into with many (but not all) of its money managers. Optimizing versus Minimizing Expenses. Even modest differences in a funds annual investment-related costs can have significant effects on a foundations cumulative returns. Therefore, non-profit trustees should consider carefully the costs of investment vehicles. TIP seeks to engage cost effective service providers for investment-related services such as custody and portfolio accounting. With respect to money manager fees, which typically constitute the lions share of investment-related expenses, TAS believes that a strategy aimed at optimizing these outlays is potentially more profitable than a strategy aimed merely at minimizing them. For this reason, MAF makes extensive use of performance-based fees in compensating money managers for services rendered to MAF. Some members and prospective members may be concerned that the exact percentage costs of investing through MAF cannot be known in advance because many money managers fees are based on future performance. To assist members and prospective members in understanding TASs and the money managers fee rates, the table below shows the number of MAF money managers that have performance-based fees and the number (including TAS) that do not. The table also shows MAFs highest and lowest annual management fee rates during the past five calendar years and the year in which such highest and lowest fee rates were incurred by the fund. Lastly, the table shows the average of the funds management fee rates over such five-calendar year period. This information illustrates the range of management fee rates that MAF has incurred during the past five calendar years. The table is based on the managers to which assets were actually allocated from time to time during the five year period and the fee schedules that were in place at that time. Future management fee rates may vary and will depend on the fee schedule in place with each money manager from time to time, the amount of assets allocated to each money manager from time to time, the performance of each money manager that has a performance-based fee relative to that of its benchmark, as well as general market conditions. Fees can be expected to increase when assets that have not previously been managed by an external money manager are allocated away from TAS to a new money manager.

TIFF Investment Program Statement of Additional Information

Number of Number of Average Accounts for Accounts for Management which Managers which Managers Highest Lowest Fee Rate Over Receive Do Not Receive Management Management Last Five Performance- Performance- Fee Rate Fee Rate Calendar Year Based Fees Based Fees (year) (year) Period 0.77% 0.63% 9 7 0.69% (2013) (2015) Note: The table above: (1) reflects only fees payable to money managers (including TAS) that directly manage a separate portion of MAFs portfolio and includes those who receive a performance-based fee and those who do not; (2) does not include acquired funds management and incentive fees and operating expenses, which are reflected as a reduction in the acquired funds gross returns (see Fees and Expenses of the Fund in MAFs summary in the prospectus for additional information about the fees and operating expenses of the acquired funds); (3) expresses management fee rates as a percentage of the funds net assets; (4) reflects current data in the Number of Accounts columns and includes only those managers that are managing assets pursuant to a money manager agreement that was in effect as of the date of this SAI; and (5) reflects historical data in the Highest, Lowest and Average Management Fee Rate columns, which data is not adjusted or restated when managers are added or terminated or when manager allocations or fees schedules change. Money Manager Evaluation Criteria Seek to Discourage Undue Risk-Taking. MAF does not employ performance-based fees primarily as a means of inducing its money managers to perform better than they would if they received straight asset-based fees. Rather, MAF employs performance-based fees, among other means, in an effort to optimize members investment-related expenses. A money managers proven capacity to deliver uniform results to all accounts managed in accordance with the philosophy presented to MAF is one of the important criteria used in choosing and evaluating the performance of money managers. If the performance of MAFs account differs materially from the performance of purportedly similar accounts managed by a money manager, TAS will normally inquire as to the reasons for the deviation. Fulcrum Fee Structure. TAS is mindful that no fee structure can possibly prove suitable to all money managers, even as a starting point for discussion. Because MAF accepts as members only investors who are qualified clients, as defined under the Investment Advisers Act of 1940, as amended, MAF is permitted to, and does, have performance fee arrangements that differ from the fulcrum fee arrangements typically used by mutual funds that do not so limit their investor base. Members and prospective members who might be familiar with the fulcrum fee arrangements typically used by other mutual funds should read carefully the following description of MAFs performance fee arrangements, keeping in mind that these arrangements vary in certain respects from the fulcrum fee arrangements with which such readers may be familiar. The Money Manager Agreements entailing performance-based fees based upon a fulcrum fee structure have certain common characteristics. These characteristics normally include (1) minimum fees (floors), (2) maximum fees (caps), and (3) fee formulas that, in the judgment of TIPs Board, produce reasonable fees in relation to the margin of outperformance that a money manager must achieve to earn a given level of fees. For MAF fee arrangements based on these characteristics, the formulas MAF uses embody some but not all of the principles of a so-called fulcrum fee, i.e., a fee midway between the minimum and the maximum that the manager is paid when performance of the managers portfolio is equal to that of an agreed upon benchmark or other measure of investment performance. In such cases, an equation is used under which the actual fees paid to a money manager are proportionately related to performance above or below the fulcrum point. The formula is designed to augment a mutually agreed-upon basic fee if the excess return (i.e., actual total return less benchmark total return) on the money managers portfolio exceeds a specified level and to reduce this basic fee if the excess return falls below this level. In each case, the slope of the fee line between the floor and the cap is uniform throughout.

TIFF Investment Program Statement of Additional Information Manager-Specific Benchmarks. The benchmark used in computing the money managers excess return is the index or other measure of performance deemed most relevant for that money manager, rather than MAFs overall performance benchmark. This benchmark may be the same as the overall performance benchmark for MAF. However, TASs objective of melding money managers espousing different philosophies and employing different strategies into an integrated manager structure that is both effective and efficient generally dictates that a money managers benchmark be different from the funds benchmark. Appropriate Fulcrum Point for a Money Manager. The fulcrum point the midpoint between the maximum and minimum fees is set to establish a fee structure in which the financial incentives of the money manager are aligned with those of MAF. The fulcrum point is set at a performance level that the money manager can reasonably expect to achieve with an investment approach that entails an acceptable level of risk for the fund. TAS and TIP seek agreements in which the money manager has as much to lose as to gain if it chooses to increase the risk it takes with the funds account. The table below identifies money managers that provide services to MAF with performance-based fees structured with the fulcrum fee concept, the fulcrum point under the Money Manager Agreement, and the return that must be achieved by the money manager in order to earn the fulcrum fee (100 basis points equal 1.00%). See the prospectus for additional information about the money managers and their agreements.

Fulcrum Fee Fulcrum Fee Return[a] AJO, LP US Equities Mandate 30 bp 200 bp Marathon Asset Management, LLP 88 bp 424 bp Shapiro Capital Management LLC 73 bp 325 bp [a] Excess return over managers benchmark required to receive fulcrum fee. Reasonable Fee Floor. As with all model inputs, TASs choice of an appropriate floor for a money manager is based on an analysis of both the money managers idiosyncratic attributes and the perceived availability of qualified alternate money managers. Having identified an appropriate minimum fee for a money manager, TAS then identifies the level of return at which the fee bottoms out. Reasonable Fee Cap. Having identified an appropriate floor, TAS then identifies, for a money manager, the fee cap. The cap and the level of excess return at which it is reached are selected in accordance with criteria that aim to reward a money manager adequately for above average performance without creating incentives for either undue risk-taking or undue risk aversion (i.e., closet indexing of portfolio assets to the agreed-upon benchmark). Other Performance-Based Fee Structures. Alternatively, TIP may enter into a performance-based fee arrangement with a money manager that does not embody the concepts described above, namely a cap, a floor and a fulcrum fee, when it believes, under the circumstances, that it would be in the best interests of MAF to enter into such arrangements. For these managers, the performance-based fee is determined based on the performance of the portfolio managed by the money manager relative to that of a specified benchmark or the net appreciation in the value of the portfolio during the measurement period. For these purposes, total returns are computed over rolling time periods of varying lengths, ranging from one month to five years. Fee formulas are normally expressed in basis points, where a basis point is 1/100th of one percent. Computing and Remitting Fees. The computation and remittance procedures that MAF employs are described immediately below. The fee schedules are generally applied to the average daily net assets in each money managers account for the time period in question. For purposes of computing MAFs daily net asset values, however, performance-based fees are accrued based on investment returns achieved during the current performance fee period. With respect to performance-based fees structured with the fulcrum fee concept, for a transition period following the inception of a money managers account, before the money managers strategies are fully implemented, the money manager generally receives an asset-based fee regardless of performance. At the

TIFF Investment Program Statement of Additional Information conclusion of the transition period, the money manager may receive additional compensation based on the performance achieved during the transition period. Thereafter, the money manager is compensated according to its performance-based fee formula with the fee for a given month based on the money managers performance for a defined trailing period. With respect to three of the five cases in which the performance-based fees are not structured with a fulcrum fee concept, there is also a transition period, whereby annualized performance is calculated for the 12-month, 24-month, and 36-month periods, in two cases, and 12-month, 24-month, 36-month, 48-month, and 60-month periods, in one case, and the annual performance-based fee is determined based on the performance calculated for each such period and reduced by the performance fees previously paid. With respect to the remaining two cases in which the performance-based fee is not structured with a fulcrum fee concept, the performance fee is paid annually based on a calendar year measurement period, in one case, and monthly based on a calendar month measurement period, in the other case, so there is no transition period.

Portfolio Managers Appendix C provides information about individuals who are employed by TAS who have primary responsibility for managing a funds portfolio, including (i) the number of accounts managed and assets under management (in addition to the TIP funds); (ii) that portion of those accounts for which TAS earns performance-based advisory fees; and (iii) compensation structure. Appendix C also provides information about the portfolio managers beneficial ownership of TIP shares as of December 31, 2016. Information regarding potential conflicts of interest follows immediately below. Portfolio Manager Conflicts of Interest. A portfolio managers compensation and the management of multiple accounts could create a potential conflict in the allocation of investment opportunities as well as in creating an incentive to recommend riskier investments than might otherwise have been recommended in the absence of any incentive-based compensation. In the case of MAF, the potential for a conflict of interest extends to portfolio managers in the employ of money managers managing accounts on behalf of the fund. Other accounts managed by a portfolio manager may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the relevant funds. Investment decisions for each account, including the relevant funds, are normally based on the investment objectives, policies, practices, benchmarks, cash flows, and tax and other relevant investment considerations applicable to that account. Consequently, a portfolio manager may purchase or sell securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Certain investment opportunities that may be suitable for the funds may also be suitable for the other accounts managed by a portfolio manager. Therefore, certain holdings held by the funds may also be held by the other accounts and, at times, investments may need to be allocated across the relevant accounts. This could lead to the funds or other accounts acquiring a smaller position than any of them might if there were not multiple accounts under management. However, TIP has adopted a number of compliance policies and procedures to address potential conflicts. Because some portfolio managers receive a share in the profits of the respective money manager or are otherwise compensated based on performance, these portfolio managers may have an incentive to allocate securities preferentially to accounts for which the money manager receives higher investment advisory fees. Conflicts may also exist if a portfolio manager identifies a limited investment opportunity that may be appropriate for more than one account, but a fund is not able to take full advantage of that opportunity because it must be allocated across multiple accounts. In addition, a portfolio manager may execute a transaction for another account or accounts that may adversely affect the value of securities held by a fund. In order to address this potential conflict, the money managers have in place investment decision-making and trade allocation policies and procedures that are designed to ensure that no client is disadvantaged in the management of accounts. The ability of a portfolio manager to trade in a personal account may give rise to potential conflicts of interest. TAS and each money manager have adopted codes of ethics setting forth the procedures that must be followed if a portfolio manager is permitted to engage in personal trading.

TIFF Investment Program Statement of Additional Information Such codes normally require the reporting of personal transactions and holdings and pre-clearance of all or certain personal trades. Certain money managers may have soft dollar arrangements in place with broker/dealers, which may result in the client paying a higher commission than it otherwise would have. TAS requires that such managers comply with the requirements of Section 28(e) of the Securities Exchange Act of 1934 to the extent that such compliance is required by the 1940 Act and applicable SEC guidance thereunder.

Control Persons and Principal Holders of Securities Members who hold 25% or more of the outstanding shares of a fund may be deemed control persons (as such term is defined in the 1940 Act) and may be able to take actions without the approval of other members of the fund. Note that a controlling person may possess the ability to control the outcome of matters submitted for shareholder vote of that fund. As of April 3, 2017, the following members held, of record, 5% or more of the outstanding shares of each fund as indicated: Multi-Asset Fund None Short-Term Fund

TIFF Advisory Services, Inc., 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087 39.43% Saint Josephs University, 5600 City Avenue, Philadelphia, PA 19131 8.02% Robert College Foundation, 520 Eighth Avenue, North Tower, 20th Floor, New York, NY 10008 6.46% Williamsburg Community Health Foundation, 4801 Courthouse Street, Suite 200, Williamsburg, VA 23188 5.61%

Distribution of TIP Funds Distributor. Foreside Fund Services, LLC (the distributor) is the distributor (also known as the principal underwriter) of the shares of the TIP funds and is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. The distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA). The distributor is not affiliated with the TIP funds, the funds advisor, or any other service provider for the funds. Under the distribution agreement with TIP, the distributor acts as the agent of TIP in connection with the continuous offering of shares of the funds. The distributor uses its best efforts to distribute shares of the funds but is not obligated to sell any specific number of fund shares. The distributor and its officers have no role in determining the investment policies of, or which investments are to be purchased or sold by, the funds. TAS, the funds advisor, is responsible for compensating the distributor for the services it provides to TIP, which services include advertising review and registered representative licensing and compliance services. In addition, the distributor is entitled to be reimbursed by TAS for certain out of pocket expenses. The distribution agreement was most recently approved by the TIP Board on March 22, 2017, and has an initial term of up to two years and will continue in effect thereafter for successive one-year periods only if such continuance is specifically approved at least annually by the TIP Board or by a vote of a majority of the funds outstanding voting securities in accordance with the 1940 Act. The distribution agreement is terminable with respect to either fund without penalty (i) if it is not renewed at the end of its term, (ii) by mutual consent of the parties, or (iii) upon no less than 60 days written notice by TIP when authorized either by a vote of a majority of the outstanding voting securities of the funds or by vote of a majority of the independent trustees of the TIP Board who have no direct or indirect financial interest in the operation of the

TIFF Investment Program Statement of Additional Information distribution agreement, or by the distributor, and (iv) will automatically terminate in the event of its assignment. The distribution agreement provides that each party will indemnify the other party in certain circumstances, provided that neither party will be protected against any liability to the other party arising from such partys willful misfeasance, bad faith, or gross negligence in the performance of such duties, or by reason of its reckless disregard of its obligations under the distribution agreement.

Supplemental Discussion of Purchases, Redemptions, and Distributions Purchases. TIP reserves the right in its sole discretion to (1) suspend the offering of shares of any fund, (2) reject purchase orders when in the judgment of management such rejection is in the best interests of TIP, and (3) reduce or waive the minimum for initial investments. In-Kind Purchases. Fund shares are normally issued for cash only. TAS in its discretion may permit members to purchase shares in-kind through a transfer of readily marketable securities to a fund as payment for the shares. In-kind purchases are accepted only when the securities being acquired: 1. are consistent with the investment objectives and policies of the acquiring fund, 2. are acquired for investment purposes (not for resale), 3. are not restricted as to transfer either by law or market liquidity, and 4. can be readily valued (e.g., are listed on a recognized exchange). Redemptions. Each fund may suspend redemption privileges or postpone the date of payment (1) during any period that TIP is closed, (2) during any period when an emergency exists as defined by the rules of the SEC as a result of which it is not reasonably practicable for a fund to dispose of securities owned by it or fairly to determine the value of its assets, and (3) for such other periods as the SEC may permit. Potential In-Kind Redemptions. Should conditions exist which make cash payments undesirable, TIP reserves the right to honor any request for the redemption of fund shares by making payment in whole or in part in readily marketable securities. Certain acquired funds held by MAF are illiquid. If an acquired fund were to distribute securities in-kind to MAF, the fund may have difficulty disposing of such securities, which may result in the funds holding such securities for an extended period of time. Redemptions in-kind will be chosen by TIP and valued in the same manner as they are for purposes of computing the funds net asset value. If payment is made in securities, a member may incur transaction expenses in converting these securities to cash or other expenses associated with maintaining custody of such securities. TIP has elected, however, to be governed by Rule 18f-1 under the 1940 Act. This election obligates TIP to redeem shares, with respect to any one member during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of a fund at the beginning of the period. TIP is permitted to borrow to finance such redemptions without regard to restrictions that might otherwise apply under the 1940 Act. Exchanges. Subject to any eligibility requirements in effect from time to time, one funds shares may be exchanged for shares of the other fund (provided that it is open to new and additional investments). Any such exchange will be based on the respective net asset values of the shares involved as of the date of the exchange. Before making an exchange, a member should consider the investment objectives of the fund to be purchased. Exchange Procedures. Exchange requests may be made either by fax or telephone and should be directed to TIFF Member Services. Telephone exchanges will be accepted only if permitted by the members application or other written instructions, and the shares to be exchanged are held by the fund for the account of the member and the registrations of the two accounts are identical. With respect to MAF, the standard entry and exit fees will apply to an exchange transaction, which is treated as a redemption and a purchase. Telephone requests for exchanges received prior to the time the funds NAVs are calculated, normally 4:00 p.m. Eastern time (the close of business), will be processed as of the close of business on the same day. Requests received after the close of business will be processed on the next business day. Telephone exchanges may also be

TIFF Investment Program Statement of Additional Information subject to limitations as to amounts or frequency and to other restrictions established by the TIP Board to ensure that such exchanges do not disadvantage TIP or its members. Exchanges into a fund in which the exchanging member does not have an account will be subject to the minimum initial investment for that fund and all exchanges will be subject to the minimum subsequent purchase amount for the fund into which the exchange is made. Tax Treatment of Exchanges. For federal income tax purposes an exchange between funds is a redemption followed by a purchase and, accordingly, a capital gain or loss may be realized. Members should consult their tax advisors for further information in this regard. The exchange privilege may be modified or terminated at any time. Managed Distribution Policy. Prior to 2017, MAF had a managed distribution policy in order to help MAF members meet their spending needs, including any applicable payout requirements, without having to redeem shares (and thereby incur exit fees). Under the managed distribution policy, the fund typically distributed income quarterly and capital gains at least once per year. The amount of income and capital gains actually distributed varied because such distributions were based on the amount of income and capital gains, if any, actually earned by the fund. Under the managed distribution policy, if the amount of income and capital gains distributed in any given year was less than approximately 5% of the funds net assets, the fund undertook, on a best efforts basis, to distribute an additional amount, such that the funds total distributions for the year approximated 5% of the funds net assets. All or part of such additional amount, if any, may have been distributed with the final scheduled quarterly distribution of the year, as part of a regularly scheduled quarterly distribution, or at such other time as the fund from time to time determined, and may have been treated as a return of capital. A return of capital was not considered an investment gain but rather was a return of a portion of the members original investment. If the total amount of income and capital gains distributed for any given year was equal to or exceeded approximately 5% of the funds net assets, it was not necessary under the managed distribution policy for the fund to distribute any additional amounts. Distributions made during the year were based on estimates and information reasonably available to the fund at the time of the distribution. The actual amount of the funds distributions as a percentage of net assets and the character of such distributions for tax purposes was not determined until after the end of the funds fiscal year. MAF eliminated its managed distribution policy in 2017. At about the same time, MAF made available to members a new systematic withdrawal plan under which members could withdraw up to 6% of the value of their account each calendar year without paying an exit fee, subject to certain conditions. See Redemptions Not Subject to Exit Fee; Systematic Withdrawal Plan in the prospectus for additional information about the systematic withdrawal plan.

Supplemental Discussion of Investment Objectives, Policies and Procedures Multi-Asset Fund. MAF was created in response to a need articulated by many non-profits for assistance with asset allocation, manager selection, and other investment-related tasks. MAF has delegated to TAS responsibility for the time-intensive task of selecting and monitoring money managers and other service providers. MAF goes beyond this by providing governing boards with an opportunity also to delegate responsibility for asset allocation within the marketable investments sector. Short-Term Fund. Currently, TAS is responsible for the day-to-day management of STFs assets. However, as described earlier under the heading Exemption from Requirement that Members Approve New Money Manager Agreements, the TIP Board may employ new unaffiliated money managers on behalf of TIP. TAS and the TIP Board may decide in the future that it would be in the best interests of STFs members for TAS to delegate responsibility for day-to-day management of STFs assets to one or more external, unaffiliated money managers. Notice and additional information would be provided to STFs members in such an event. Prior to July 2004, the fund employed a different investment approach and manager than those currently employed. Fundamental Investment Restrictions. The funds have adopted certain fundamental investment restrictions, which cannot be changed without the approval of the holders of a majority of the outstanding voting securities of a fund, which is defined in the 1940 Act to mean the affirmative vote of the lesser of (1) more

TIFF Investment Program Statement of Additional Information than 50% of the outstanding votes in a fund and (2) 67% or more of the votes are present at a meeting if more than 50% of the outstanding votes are present at the meeting in person or by proxy. Under these restrictions, which apply on a fund-by-fund basis, no fund may: Purchase the securities of an issuer (other than securities issued or guaranteed by the US Government, its agencies, or its instrumentalities) if, as a result, more than 25% of the funds total assets would be invested 1. in the securities of companies whose principal business activities are in the same industry. For purposes of this restriction, wholly owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents. Acquire short positions in the securities of a single issuer (other than the US Government, its agencies and its 2. instrumentalities) whose value (as measured by the amounts needed to close such positions) exceeds 2% of the funds total assets. For purposes of this restriction, futures are not considered to be securities. Engage in borrowing except as permitted by the 1940 Act and the rules and regulations promulgated under the 3. 1940 Act. Issue senior securities except as permitted by the 1940 Act, any rule, regulation, or order under the 1940 Act, 4. or any SEC staff interpretation of the 1940 Act. Make loans except that each fund may (a) engage in repurchase agreements, (b) lend portfolio securities, (c) purchase debt securities, (d) purchase commercial paper, and (e) enter into any other lending arrangement 5. permitted by the 1940 Act, any rule, regulation, or order under the 1940 Act, or any SEC staff interpretation of the 1940 Act. Underwrite securities issued by other persons, except to the extent that, in connection with the sale or 6. disposition of portfolio securities, a fund may be deemed to be an underwriter under certain federal securities laws. Purchase or sell real estate except that each fund may (a) hold and sell real estate acquired as a result of the funds ownership of securities or other instruments, (b) purchase or sell securities or other instruments backed 7. by real estate or interests in real estate, and (c) purchase or sell securities of entities or investment vehicles, including real estate investment trusts, that invest, deal, or otherwise engage in transactions in real estate or interests in real estate. Purchase or sell physical commodities except that each fund may (a) hold and sell physical commodities acquired as a result of the funds ownership of securities or other instruments and (b) purchase or sell 8. securities or other instruments backed by physical commodities. The funds may also purchase or sell options and futures contracts. Non-Fundamental Investment Restrictions and Policies. The funds have adopted certain non-fundamental investment restrictions and policies, which may be changed by the TIP Board without member approval. No fund may invest more than 15% of the funds net assets in illiquid securities (typically defined as those 1. which cannot be sold or disposed of in the ordinary course of business within seven days for approximately the amount at which the fund has valued the securities). The following activities will not be considered to be issuing senior securities with respect to the funds: (a) collateral arrangements in connection with any type of option, futures contract, forward contract, or swap; 2. (b) collateral arrangements in connection with initial and variation margin; or (c) a pledge, mortgage, or hypothecation of a funds assets to secure its borrowings. Each fund currently intends to borrow money only as a temporary measure for extraordinary or emergency purposes (not for leveraging). Each fund may also engage in reverse repurchase agreements, dollar roll 3. transactions and collateralized securities loans that are covered with cash or liquid high-grade securities or other acceptable assets.

TIFF Investment Program Statement of Additional Information Percentage Limitations Applied at Time of Purchase. The above standards and restrictions are determined immediately after and as a result of the funds acquisition of such security or other asset. Accordingly, except for fundamental investment restriction #3, to which this condition does not apply, any later increase or decrease in a percentage resulting from a change in values, assets, or other circumstances will not be considered when determining whether that investment complied with a funds investment policies and limitations.

Policy Implementation and Risks Funds to Be Substantially Fully Invested. Each fund intends to be substantially fully invested according to its investment objective and policies under normal market conditions. Deployment of Cash Reserves. Each fund is authorized to invest its cash reserves (funds awaiting investment in the securities in which the fund primarily invests) in money market instruments and debt securities that are at least comparable in quality to the funds permitted investments. In lieu of separate, direct investments in money market instruments, the funds cash reserves may be invested in other regulated investment companies. Alternatively, TAS may exercise investment discretion or select a money manager to exercise investment discretion over a funds cash reserves. Market Exposure. At TASs discretion, the cash reserves segment of MAF may be used to create a US equity exposure, a foreign equity exposure, or a fixed income exposure of suitable duration, as the case may be, until those balances are allocated to and invested by the money managers or used for fund transactions or until otherwise determined by TAS. The desired market exposure could be created with long positions in the appropriate number of futures contracts or options on futures contracts within applicable regulatory limits, or by investing in exchange-traded funds (ETFs), open-end mutual funds, or other securities. Certain of the strategies implemented by MAF may require the fund to post collateral, which collateral often consists of short-term US Treasury obligations or cash. In addition, the fund often holds short-term Treasury obligations to cover all or part of the notional exposure of its futures and swaps positions. And, certain of the funds investments require the fund to segregate liquid assets. As a result of these strategies, it may at times appear that MAF holds a significant cash position. Such cash positions are instrumental in the funds ability to achieve its desired exposures, and should not be viewed simply as excess cash reserves. Temporary Strategies. The funds may temporarily depart from their normal investment policies for example, by investing substantially in cash reserves in response to adverse market, economic, political, or other conditions as well as pending allocations to a manager or another investment opportunity and to manage cash flows and anticipated redemptions. In doing so, a fund may succeed in avoiding losses but otherwise fail to achieve its investment objective. Portfolio Turnover. Decisions to buy and sell securities are made (i) for MAF, by the money managers with respect to the assets assigned to them and by TAS with respect to the cash reserves of MAF not allocated to money managers, or other assets managed by TAS and (ii) by TAS with respect to STF. Each money manager decides to purchase or sell securities independently of other money managers. Generally, funds will not trade in securities for short-term profits; however, circumstances may warrant that securities be sold without regard to length of time held. During 2016, MAFs portfolio turnover rate was 65% versus 62% in 2015. Primary Risks. High portfolio turnover may result in greater brokerage commissions and other transaction costs, which will be borne by the funds. In addition, high portfolio turnover rates may result in increased short-term capital gains which, when distributed to private foundation members, are treated as ordinary income for excise taxation purposes. For MAF, which uses multiple money managers, one or more money managers could be selling a security when another is purchasing the same security. In addition, when a money managers services are terminated or when those of a new money manager are retained, the securities held by the terminated money manager may be sold and the new money manager may significantly restructure the portfolio or need to invest the newly allocated assets. These practices may increase MAFs portfolio turnover rates, realization of gains or losses, and brokerage commissions and other transaction costs.

TIFF Investment Program Statement of Additional Information Borrowing. Each fund may borrow money temporarily from banks when: 1. it is advantageous to do so in order to meet redemption requests, 2. a fund fails to receive transmitted funds from a member on a timely basis, 3. TIPs custodian fails to complete delivery of securities sold, or 4. a fund needs cash to facilitate the settlement of trades made by the fund. Borrowing creates an opportunity for increased return, but at the same time it creates special risks. A fund may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to any borrowing, which could in turn adversely affect TASs or the money managers strategy. Rising interest rates could also reduce the value of a funds shares by increasing the funds interest expense. In addition, each fund may borrow by engaging in reverse repurchase agreements or dollar roll transactions, described below. By engaging in such transactions, a fund may, in effect, borrow money. Duration Management. The funds invest in debt securities of varying durations. Duration is calculated based on the length of the time intervals between the present time and the time that the interest and principal payments are scheduled to be received, weighted by the present values of the cash to be received at each future point in time. The longer the duration of a debt security, the more its price will tend to fall as prevailing interest rates rise and vice versa. For example, in a portfolio with a duration of five years, a 1% increase in interest rates could result in approximately a 5% decrease in market value. Money managers and TAS can change the weighted average duration of their holdings as interest rates move by replacing portfolio securities or using derivatives. Primary Risks. There is no assurance that deliberate changes in a funds weighted average duration will enhance its return relative to more static duration policies or portfolio structures. For example, a money managers decision to increase the duration of its segment of MAF could reduce the funds return if interest rates in the economy rise following the managers duration-lengthening trades. Multi-Market and Multi-Currency Investing. Subject to certain limitations on foreign securities and foreign currency exposure defined in each money managers guidelines, money managers may adjust the exposure of MAF to different countries markets and currencies based on their perceptions of their relative valuations. In doing so, money managers will assess those factors they deem relevant, which may include: 1. general market and economic conditions, 2. the relative yield and anticipated direction of interest rates in particular markets, and 3. the relationship among the currencies of various countries. In their evaluations, money managers will use internal financial, economic, and credit analysis resources as well as information from external sources. Money managers of MAF may hedge up to 50% of the foreign currency exposure of the funds assets. It is expected that adjustments to the country and currency exposures of the fund will be gradual and moderate. Primary Risks. There is no assurance that changes in the funds country and currency allocations will enhance returns relative to more static allocations or relative to allocations that resemble more closely the country and currency allocations inherent in the funds performance benchmark. Foreign Currency Exposure. TAS has studied the impact of exchange rate changes on the US dollar value of foreign securities portfolios and has concluded that the impact of such changes declines dramatically as the investment time horizon lengthens. This is especially true because global investors routinely adjust the prices they are willing to pay for shares of a given firm in response to changes in the foreign exchange value of the currencies in which its products (and costs) are denominated. For example, while a sudden 10% decline in the

TIFF Investment Program Statement of Additional Information Japanese yens value in US dollar terms may produce short-term losses in the dollar value of shares of Japanese exporters, the increased competitiveness of such firms may cause global investors to mark upward such firms relative price-to-earnings or price-to-book value multiples, albeit with a lag. While exchange rate movements can produce large losses over short- and even medium-term time horizons, TAS does not recommend that non-profits invest in foreign securities in pursuit of short-term gains. Further, TAS believes that exchange rate movements are essentially neutral over the longer-term time horizons that most global investors properly employ. Global trade and capital flows make it very difficult for the imbalance created by massive changes in the foreign currency exchange value to persist. Countries whose currencies plummet in value can suffer enormous hardships, as can holders of shares denominated in such currencies. However, devaluations ultimately enhance these countries competitiveness, thereby inducing global investors to sell shares of firms domiciled in countries with revalued currencies in order to fund purchases of shares of firms domiciled in countries with devalued ones. Foreign Currency Hedging. MAF may enter into forward foreign currency contracts (a forward contract) and may purchase and write (on a covered basis) exchange-traded or over-the-counter (OTC) options on currencies, foreign currency futures contracts, and options on foreign currency futures contracts. The primary objective of such transactions is to protect (hedge) against a decrease in the US dollar equivalent value of its foreign securities or the payments thereon that may result from an adverse change in foreign currency exchange rates. However, such transactions may also be used to generate income for the fund or otherwise increase its total return. Conditions in the securities, futures, options, and foreign currency markets will determine whether and under what circumstances TIP will employ any of the techniques or strategies described in this SAI. TIPs ability to pursue certain of these strategies may be limited by applicable rules, regulations and guidance of the Commodity Futures Trading Commission (CFTC), the SEC, applicable options and futures exchanges, and the federal tax requirements applicable to regulated investment companies (see Tax Considerations). The funds do not consider currencies or other financial commodities or contracts and financial instruments to be physical commodities (which include, for example, oil, precious metals and grains). Accordingly, the funds interpret the fundamental restriction to permit a fund (subject to the funds investment objectives and general investment policies as stated in the funds prospectus and this SAI) to invest directly in foreign currencies and other financial commodities and to purchase, sell or enter into commodity futures contracts and options thereon, foreign currency forward contracts, foreign currency options, currency, commodity and financial instrument- related swap agreements, hybrid instruments, interest rate, securities-related or foreign currency-related hedging instruments or other currency-, commodity- or financial instrument-related derivatives, subject to compliance with any applicable provisions of the federal securities or commodities laws. The funds also interpret their fundamental restrictions regarding purchasing and selling physical commodities to permit a fund to invest in exchange-traded funds or other entities that invest in physical and/or financial commodities, subject to the limits described in the funds prospectus and this SAI. Because currency control is of great importance to issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to the fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on the funds currency transactions or cause the funds hedging positions to be rendered useless, resulting in full currency exposure as well as incurring unnecessary transaction costs. Forward Contracts. A forward exchange contract is an agreement to buy or sell a specific currency, typically a non-US currency, in exchange for another currency, which may be US dollars, at an agreed exchange rate (price) on a future date. Forward exchange contracts are typically individually negotiated and privately traded by currency traders and their customers in the interbank market. MAF may use forward contracts to attempt to insulate returns of securities denominated in that currency from exchange rate fluctuations to the extent of the contract while the contract is in effect. A sale contract will be advantageous if the currency falls

TIFF Investment Program Statement of Additional Information in value against the dollar and disadvantageous if it increases in value against the dollar. A purchase contract will be advantageous if the currency increases in value against the dollar and disadvantageous if it falls in value against the dollar. MAF may either exchange the currencies specified at the maturity of a forward contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting forward contract. Closing transactions with respect to forward contracts are usually performed with the counterparty to the original forward contract. The fund may also enter into forward contracts that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore are included in the definition of commodity interests. Although non-deliverable forwards have historically been traded in the over-the-counter (OTC) market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information on central clearing and trading of cleared swaps, see Cleared Swaps, Risks of Cleared Swaps, New Swaps Regulation, and Risks of Potential Regulation of Swaps and Other Derivatives. Currency and cross currency forwards that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not included in the definition of commodity interests. However these forwards are subject to some requirements applicable to swaps, including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swap dealers. CFTC regulation of currency and cross currency forwards, especially non-deliverable forwards, may restrict a funds ability to use these instruments in the manner described above or subject the adviser to CFTC registration and regulation as a commodity pool operator (CPO). MAF may use forward contracts to insulate existing security positions (position hedges) or proposed transactions (transaction hedges). For example, to establish a position hedge, a forward currency contract might be sold to protect the gain from a decline in the value of that currency against the dollar. To establish a transaction hedge, a foreign currency might be purchased on a forward basis to protect against an anticipated increase in the value of that currency against the dollar. MAF may also purchase and sell forward contracts for efficient portfolio management purposes or to generate income when the money manager anticipates that the foreign currency will appreciate or depreciate in value. When MAF enters into a forward currency contract, it must segregate on its or its custodians books cash and/or liquid securities in an amount equal to the funds obligation (market value) on settlement date. Primary Risks. The success of currency hedging depends on the money managers ability to predict exchange rate fluctuations. Predicting such fluctuations is extremely difficult, and thus the successful execution of a hedging or other strategy is highly uncertain. An incorrect prediction will hurt fund performance. Forward contracts that are intended to protect against anticipated losses or to generate income may have the corresponding effect of canceling possible gains if the currency movement prediction is incorrect. In addition, MAF is not obligated to engage actively in hedging transactions. For example, MAF may not have attempted to hedge its exposure to a particular foreign currency at a time when doing so might have avoided a loss. Precise matching of forward contract amounts and the value of portfolio securities is often not possible because the market value of the protected securities will fluctuate while forward contracts are in effect. Adjustment transactions are theoretically possible but time consuming and expensive, so forward contract positions are likely to be approximate, not perfect, hedges. The cost to a fund of engaging in forward contracts varies with factors such as the foreign currency involved, the length of the contract period, and prevailing market conditions, including general market expectations as to the direction of various foreign currency movements against the US dollar. Furthermore, neither TAS nor the money managers may be able to purchase forward contracts with respect to all of the foreign currencies in which the funds portfolio securities may be denominated. In that case, the correlation between exchange rates and the portfolios foreign currency exposure may not be precise. Moreover, if the forward

TIFF Investment Program Statement of Additional Information contract is an OTC transaction, as is usually the case, the fund will be exposed to the credit risk of its counterparty. In addition, there can be no guarantee that MAF will be able to enter into a closing transaction at a price and time that TAS or the applicable money manager believes is the most advantageous. If, on the other hand, MAF enters into such contracts on a foreign exchange, the contract will be subject to the rules of that foreign exchange, which may impose significant restrictions on the purchase, sale, or trading of such contracts, including the imposition of limits on price movements. Such limits may significantly affect the ability to trade such a contract or otherwise close out the position and could create potentially significant discrepancies between the cash and market value of the position in the forward contract. Finally, the cost of purchasing forward contracts in a particular currency will reflect, in part, the rate of return available on instruments denominated in that currency. The cost of purchasing forward contracts to hedge portfolio securities that are denominated in currencies that in general yield high rates of return may thus tend to reduce that rate of return toward the rate of return that would be earned on assets denominated in US dollars. Short and Long/Short Strategies. In TASs view, certain securities markets are highly efficient in terms of valuation and are becoming more so at a rapid rate due to the combined impact of falling computing costs, globalization of financial markets and regulatory changes. With so many powerful computers and skilled professionals attempting to exploit valuation anomalies, it is becoming increasingly difficult to outperform market averages. Long versus Short Positions. The rationale for using short strategies is simply stated: if you believe that skilled active managers can identify securities that are likely to outperform market averages (i.e., they are undervalued), then it is also logical to assume that skilled active managers can identify securities that are likely to underperform market averages (i.e., they are overvalued issues). In an increasingly efficient market, short sale techniques are appealing because they exploit a structural inefficiency in capital markets: the tendency of most investors to focus on the identification of undervalued, as distinct from overvalued, securities. When a fund enters into a short sale, it must segregate on its or its custodians books cash and/or liquid securities in an amount equal to the market value of the securities sold short. MAF may employ so-called long/short investment strategies, which entail the construction of a portfolio comprising long positions in stocks or other securities that the money manager perceives as undervalued, offset by an equivalent dollar amount of short positions in stocks or other securities that the money manager perceives as overvalued. Because the long and short positions offset or neutralize each other, long/short strategies are sometimes referred to as market neutral strategies. Long/short strategies may also be used to establish breakeven inflation positions. Primary Risks. Risks of investing in short strategies are markedly different from those associated with long positions. MAF will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. The potential loss from a short sale is theoretically unlimited. To control the risk of such strategies, the current value of the security sold short in a single issuer (other than the US Government, its agencies, and its instrumentalities) may not represent more than 2% of the funds total assets. Short positions in derivative instruments, including futures contracts, are not considered to be short positions for the purpose of this limitation. Securities Lending. Through its custodial bank and subject to strict guidelines, TIP is authorized to lend the securities held in all of its funds. If a fund were to engage in securities lending, it would be necessary for TIP to enter into a securities lending agreement and implement procedures designed to ensure compliance with applicable requirements. Dollar Roll Transactions. Dollar roll transactions involve a simultaneous sale by the fund of mortgage-backed securities that it holds with an agreement to repurchase substantially similar securities at an agreed upon price and date, but generally will be collateralized at the time of delivery by different pools of mortgages with different prepayment histories than those securities sold. The counterparty receives all principal and interest payments, including prepayments, made on the security while it is the holder. The fund receives a fee from the counterparty as consideration for entering into the commitment to repurchase. Dollar rolls may be renewed with a new purchase and repurchase price fixed and a cash settlement made at each renewal

TIFF Investment Program Statement of Additional Information without physical delivery of securities. Moreover, the transaction may be preceded by a firm commitment agreement pursuant to which the fund agrees to buy a security on a future date. A fund will not use such transactions for leverage purposes. When a fund enters into a dollar roll transaction, it must segregate on its or its custodians books cash and/or liquid securities in an amount equal to the amount of the funds obligation (cost) to repurchase the securities. Dollar rolls are similar to reverse repurchase agreements (described below) because they involve the sale of a security coupled with an agreement to repurchase. Like borrowings, a dollar roll involves costs to a fund. For example, while a fund receives a fee as consideration for agreeing to repurchase the security, it forgoes the right to receive all principal and interest payments while the counterparty holds the security. These payments to the counterparty may exceed the fee received by the fund, thereby effectively charging the fund interest on its borrowing. Further, although the fund can estimate the amount of expected principal prepayment over the term of the dollar roll, a variation in the actual amount of prepayment could increase or decrease the cost of the funds entry into the dollar roll. Primary Risks. Dollar rolls involve potential risks of loss that are different from those related to the securities underlying the transactions. For example, if the counterparty becomes insolvent, a funds right to purchase from the counterparty might be restricted. Additionally, the value of such securities may change adversely before the fund is able to repurchase them. Similarly, a fund may be required to purchase securities in connection with a dollar roll at a higher price than may otherwise be available on the open market. Since the counterparty is not required to deliver an identical security to a fund, the security that the fund is required to buy under the dollar roll may be worth less than the security initially sold or have less desirable attributes. Finally, there can be no assurance that a funds use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs. Repurchase and Reverse Repurchase Agreements. In a repurchase agreement, a fund buys securities from a counterparty (e.g., typically a member bank of the Federal Reserve system or a securities firm that is a primary or reporting dealer in US Government securities) with the agreement that the counterparty will repurchase them at the same price plus interest at a later date. In certain instances, a fund may enter into repurchase agreements with one counterparty, but face another counterparty at settlement. Repurchase agreements may be characterized as loans secured by the underlying securities. Such transactions afford an opportunity for the fund to earn a return on available cash at minimal market risk, although the fund may be subject to various delays and risks of loss if the counterparty becomes subject to a proceeding under the US Bankruptcy Code or is otherwise unable to meet its obligation to repurchase the securities. In transactions that are considered to be collateralized fully, the securities underlying a repurchase agreement will be marked to market every business day so that the value of such securities is at least equal to the repurchase price thereof, including accrued interest. Certain transactions are not considered to be collateralized fully either because the value of the securities received from the counterparty is less than the repurchase price thereof or the fund elects to use the securities received for another purpose and therefore does not maintain a perfected security interest in the securities. In a reverse repurchase agreement, a fund sells US Government securities and simultaneously agrees to repurchase them at an agreed-upon price and date. The difference between the amount the fund receives for the securities and the additional amount it pays on repurchase is deemed to be a payment of interest. Reverse repurchase agreements create leverage, a speculative factor, but will not be considered borrowings for the purposes of limitations on borrowings. When a fund enters into a reverse repurchase agreement, it must segregate on its or its custodians books cash and/or liquid securities in an amount equal to the amount of the funds obligation (cost) to repurchase the securities, including accrued interest. In addition, repurchase and reverse repurchase agreements may also involve the securities of certain foreign governments in which there is an active repurchase market. TAS and the money managers expect that such repurchase and reverse repurchase agreements will primarily involve government securities of countries belonging to the Organization for Economic Cooperation and Development (OECD). Transactions in foreign repurchase and reverse repurchase agreements may involve additional risk.

TIFF Investment Program Statement of Additional Information Primary Risks. If the counterparty defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, a fund may incur a loss upon their disposition. In addition, although the Bankruptcy Code provides protection for most repurchase agreements (generally, those that are collateralized fully), in the event that the other party to a repurchase agreement becomes bankrupt, the fund may experience delay or be prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the fund seeks to assert this right. In addition, to the extent that the value of the securities received from the counterparty on a repurchase transaction is less than the repurchase price, the fund may suffer a loss of that amount in the event of the bankruptcy of the counterparty. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying securities. Equity Securities. Equities are ownership interests possessed by shareholders in a corporation or other business enterprise, commonly referred to as stocks. General Risks of Equity Securities. There is a risk that common stock prices will decline over short or extended periods. Both the US and foreign stock markets tend to be cyclical with periods when stock prices generally rise and periods when prices generally decline. Warrants. Warrants are instruments that give the holder the right to purchase the issuers securities at a stated price during a stated term. Primary Risks. Warrants involve a risk of loss of the warrant purchase price if the market price of the securities subject to the warrants does not exceed the price paid for the warrants plus the exercise price of the warrants. Foreign Equities. Foreign equities include shares denominated in currencies other than the US dollar, including any single currency or multi-currency units, as well as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). ADRs typically are issued by a US bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. EDRs, which are sometimes referred to as Continental Depositary Receipts, are receipts issued in Europe, typically by foreign banks and trust companies, which evidence ownership of either foreign or domestic underlying securities. GDRs may be traded in any public or private securities market and may represent securities held by institutions located anywhere in the world. Foreign financial markets generally have substantially less volume than US markets, and securities of foreign companies may be less liquid and their prices more volatile than securities of comparable domestic companies. The foreign markets also have different clearance and settlement procedures, and in certain markets settlements have sometimes been unable to keep pace with the volume of transactions, making it difficult to conclude such transactions. Under certain adverse conditions, MAF may restrict the financial markets or currencies in which its assets are invested, and it may invest its assets solely in one financial market or in obligations denominated in one currency. Primary Risks of Foreign Equities Generally. Like domestic stocks, foreign equities entail stock market risk. In addition, in certain foreign countries there is the possibility of expropriation of assets, confiscatory taxation, political or social instability, or diplomatic developments that could adversely affect an investment. There may be less publicly available information regarding operations and financial results, and foreign entities may not be subject to accounting, auditing, and financial reporting standards and requirements comparable to those of US entities. A fund could encounter difficulties in obtaining or enforcing a judgment against the issuer in certain foreign countries. In addition, certain foreign investments may be subject to foreign withholding or other taxes, although the fund will seek to minimize such withholding taxes whenever practical. Risks Associated with Currency Exchange Rate Changes. Changes in foreign currency exchange rates may affect the value of MAFs investments. While MAF may hedge its assets against foreign currency risk, there can be no assurance that currency values will change as predicted, and the fund may suffer losses as a result of such hedging.

TIFF Investment Program Statement of Additional Information Emerging Markets Equities. Emerging markets countries (examples of emerging market countries include, but are not limited to, Brazil, Korea, Mexico) are generally considered to include all markets except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. A company may be deemed to be in an emerging market country if (1) it is organized or has a principal office in an emerging market country, (2) its stock is traded on an exchange in an emerging market country, (3) most of its assets are in emerging markets, or (4) most of its revenues are from emerging markets countries. Primary Risks of Emerging Markets Equities. In addition to the risks of foreign equities as set forth above, stock prices in emerging markets can be significantly more volatile than in developed nations, reflecting the greater uncertainties of investing in less established economies, in that the countries may: have relatively unstable governments, raising the risk of sudden adverse government action and even 1. nationalization of businesses, 2. place restrictions on foreign ownership or prohibitions on repatriation of assets, or 3. provide relatively less protection of property rights. In addition, their economies: 1. may be based predominantly on one or a few industries, 2. may be highly vulnerable to changes in local or global trade conditions, and 3. may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Settlement and dividend collection procedures may be less reliable. These securities may have limited marketability and may be subject to more abrupt or erratic price movements. China Companies. Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the risk of war); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition from Asias other low- cost emerging economies; (e) greater price volatility and significantly smaller market capitalization of securities markets, particularly in China; (f) substantially less liquidity, particularly of certain share classes of Chinese securities; (g) currency exchange rate fluctuations and the lack of available currency hedging instruments; (h) higher rates of inflation; (i) controls on foreign investment and limitations on repatriation of invested capital and on the Funds ability to exchange local currencies for U.S. dollars; (j) greater governmental involvement in and control over the economy; (k) the fact that China companies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (l) the difference in, or lack of, auditing and financial reporting standards which may result in unavailability of material information about issuers, particularly in China; (m) the less extensive, and still developing, regulation of the securities markets, business entities and commercial transactions; (n) the willingness and ability of the Chinese government to support the Chinese and Hong Kong economies and markets is uncertain; (o) the risk that it may be more difficult, or impossible, to obtain and/or enforce a judgment than in other countries; (p) the rapidity and erratic nature of growth, particularly in China, resulting in inefficiencies and dislocations; and (q) the risk that, because of the degree of interconnectivity between the economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods from China, or an economic downturn in China, could negatively affect the economies and financial markets of Hong Kong and Taiwan, as well. Investing through Stock Connect. Foreign investors may now invest in eligible China A shares (Stock Connect Securities) listed and traded on the Shanghai Stock Exchange (SSE) through the Shanghai-Hong Kong

TIFF Investment Program Statement of Additional Information Stock Connect program, as well as eligible China A shares listed and traded on the Shenzhen Stock Exchange (SZSE) through the Shenzhen-Hong Kong Stock Connect program (both programs collectively referred to herein as Stock Connect). Each of the SSE and SZSE are referred to as an Exchange and collectively as the Exchanges for purposes of this section. Stock Connect is a securities trading and clearing program developed by The Stock Exchange of Hong Kong Limited (SEHK), the Exchanges, Hong Kong Securities Clearing Company Limited and China Securities Depository and Clearing Corporation Limited for the establishment of mutual market access between SEHK and the Exchanges. In contrast to certain other regimes for foreign investment in Chinese securities, no individual investment quotas or licensing requirements apply to investors in Stock Connect Securities through Stock Connect. In addition, there are no lock-up periods or restrictions on the repatriation of principal and profits. However, trading through Stock Connect is subject to a number of restrictions that may affect the Funds investments and returns. For example, a primary feature of the Stock Connect program is the application of the home markets laws and rules to investors in a security. Thus, investors in Stock Connect Securities are generally subject to Chinese securities regulations and the listing rules of the respective Exchange, among other restrictions. In addition, Stock Connect Securities generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules. While Stock Connect is not subject to individual investment quotas, daily and aggregate investment quotas apply to all Stock Connect participants, which may restrict or preclude a funds ability to invest in Stock Connect Securities. For example, an investor cannot purchase and sell the same security on the same trading day. Stock Connect also is generally available only on business days when both the respective Exchange and the SEHK are open. Trading in the Stock Connect program is subject to trading, clearance and settlement procedures that are untested in China which could pose risks to a fund. Finally, the withholding tax treatment of dividends and capital gains payable to overseas investors currently is unsettled. Stock Connect is in its initial stages. Further developments are likely and there can be no assurance as to whether or how such developments may restrict or affect a funds investments or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and China, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program, are uncertain, and they may have a detrimental effect on the funds investments and returns. Foreign Investing Generally. To the extent that a fund invests a significant portion of its assets in a specific geographic region or country, the fund will have more exposure to economic risks related to such region or country than a fund whose investments are more geographically diversified. Adverse conditions or changes in policies in a certain region or country can affect securities of other countries whose economies appear to be unrelated but are otherwise connected. In the event of economic or political turmoil, a deterioration of diplomatic relations or a natural or man-made disaster in a region or country where a substantial portion of the fund's assets are invested, the fund may have difficulty meeting a large number of shareholder redemption requests. On June 23, 2016, the United Kingdom voted via referendum to leave the European Union (EU), which immediately led to significant market volatility around the world, as well as political, economic, and legal uncertainty. On March 29, 2017, the United Kingdom invoked a treaty provision that sets out the basics of a withdrawal from the EU and provides that negotiations must be completed within two years, unless all EU member states agree on an extension. There is considerable uncertainty relating to the circumstances and potential consequences of an exit; how the negotiations for the withdrawal and new trade agreements will be conducted, and whether the United Kingdoms exit will increase the likelihood of other countries also departing the EU, which may increase market volatility across the global economy. During this period of uncertainty, the negative impact on, not only the United Kingdom and European economies, but the broader global economy, could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any further exits from the EU, or an increase in the belief that such exits are likely or possible, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties.

TIFF Investment Program Statement of Additional Information Participation Notes. MAF may invest a portion of its assets in Participation notes (P-notes). P-notes generally are issued by banks or broker-dealers and are promissory notes that are designed to offer a return linked to the performance of a particular underlying equity security or market. The return on a P-note that is linked to a particular underlying security generally is increased to the extent of any dividends paid in connection with the underlying security. However, the holder of a P-note typically does not receive voting rights as it would if it directly owned the underlying security. P-notes constitute direct, general and unsecured contractual obligations of the banks or broker-dealers that issue them, which therefore subjects the fund to counterparty risk, as discussed below. Primary Risks of Participation Notes. Investments in P-notes involve certain risks in addition to those associated with a direct investment in the underlying foreign companies or foreign securities markets whose return they seek to replicate. For instance, there can be no assurance that there will be a trading market for a P-note or that the trading price of a P-note will equal the underlying value of the foreign company or foreign securities market that it seeks to replicate. As the purchaser of a P-note, the fund is relying on the creditworthiness of the counterparty issuing the P-note and has no rights under a P-note against the issuer of the underlying security. Therefore, if such counterparty were to become insolvent, the fund would lose its investment. The risk that the fund may lose its investment due to the insolvency of a counterparty may be amplified because the fund intends to purchase P-notes issued by as few as one issuer. P-notes may also include transaction costs in addition to those applicable to a direct investment in the underlying securities. In addition, for P-notes with respect to Indian securities, the Securities and Exchange Board of India (SEBI) also prescribes certain conditions and eligibility criteria for the fund to deal in offshore derivative instruments (including P-notes). Failure by the fund to meet the prescribed eligibility criteria regulations could adversely impact the ability of the fund to subscribe to P-notes with respect to Indian securities. Due to liquidity and transfer restrictions, the secondary markets on which P-notes are traded may be less liquid than the markets for other securities, or may be completely illiquid, which may lead to the absence of readily available market quotations for securities in the funds portfolio and which also may lead to delays in the redemption of shares. In such circumstances, the ability of the fund to value its securities becomes more difficult and the judgment in the application of fair value procedures may play a greater role in the valuation of the funds securities due to reduced availability of reliable objective pricing data. Consequently, while such determinations will be made in good faith, it nevertheless may be more difficult for the fund to assign accurately a daily value to such securities. Debt Securities. The characteristics and primary risks of the debt securities in which the funds may invest are described below. Primary Risks of Debt Securities Generally. Debt securities entail interest rate, prepayment, extension, credit, event and liquidity risks. Interest Rate Risk. Interest rate risk is the risk of fluctuations in debt security prices due to changing interest rates. As a rule, debt security prices vary inversely with market interest rates. For a given change in interest rates, longer maturity debt securities fluctuate more in price than shorter maturity debt securities. To compensate investors for these larger fluctuations, longer maturity debt securities usually offer higher yields than shorter maturity debt securities, other factors (including credit quality) being equal. Additionally, some mortgage-backed securities may be structured so that they may be particularly sensitive to interest rates. The portion of MAF normally invested in debt securities has tended to have an intermediate term average weighted maturity. Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors including government policy, inflation expectations, and supply and demand. In addition, short-term and long-term rates are not necessarily correlated to each other as short-term rates tend to be influenced by government monetary policy while long-term rates are market driven and may be influenced by macroeconomic events (such as economic expansion or contraction), inflation expectations, as well as supply and demand. Also, certain segments of the fixed income markets, such as high quality debt securities, tend to more sensitive to interest rate changes than other segments, such as lower-quality debt securities. Rising interest rates may

TIFF Investment Program Statement of Additional Information cause the value of a funds debt securities investments to fall. A substantial increase in interest rates may also have an adverse impact on the liquidity of a debt security, especially those with longer maturities. Changes in government monetary policy, including changes in tax policy or changes in a central banks implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed nor that any such policy will have the desired effect on interest rates. Prepayment Risk. Prepayment risk is the possibility that, especially during periods of declining interest rates, higher-yielding securities with optional prepayment rights, including collateralized mortgage obligations and other mortgage-backed securities, will be repaid before scheduled maturity, and a fund will be forced to reinvest the unanticipated payments at lower interest rates. Debt obligations that can be prepaid (including most mortgage- backed securities) will not rise as much in market value as other debt securities when interest rates fall. In addition, to the extent that mortgage-backed securities are purchased at a premium, mortgage foreclosures and unscheduled principal payments may result in some loss of the holders principal investment to the extent of the premium paid. On the other hand, if the mortgage-backed securities are purchased at a discount, both a scheduled payment of principal and an unscheduled payment of principal will increase current and total returns and will accelerate the recognition of income that, when distributed to shareholders, will be taxable as ordinary income. The impact of prepayments on the price of a security may be difficult to predict and may increase the volatility of the price. Extension Risk. Extension risk is the risk that an issuer will exercise its right to pay principal on an obligation (such as a mortgage-backed or other asset-backed security) longer than expected. If interest rates rise, prepayments may occur at slower rates than expected, which could have the effect of lengthening the expected maturity of a short- or medium-term security, which could, in turn, cause the securitys value to fluctuate more widely in response to changes in interest rates than a security with a shorter expected maturity. Fluctuations in the value of such securities could also cause the value of the funds shares to fluctuate. Under these circumstances, the value of the obligation will decrease and the fund will suffer from an inability to invest in higher yielding securities. Credit Risk. Credit risk is the risk that an issuer or guarantor of a debt security or the counterparty to an agreement with a fund fails or is unable to meet its obligations under the security or derivative instrument. Multiple parties may have obligations under a debt security or other instrument with a fund. An issuer or borrower may fail to pay principal and interest when due. A guarantor, insurer or credit support provider may fail to provide the agreed upon protection. A counterparty to a transaction may fail to perform its side of the bargain. An intermediary or agent interposed between the investor and other parties may fail to perform the terms of its service. Also, performance under a debt security may be linked to the obligations of other persons who may fail to meet their obligations. The credit risk associated with a debt security could increase to the extent that the funds ability to benefit fully from its investment in the security depends on the performance by multiple parties of their respective contractual or other obligations. The market value of a debt security is also affected by the markets perception of the creditworthiness of the issuer. A fund may incur substantial losses on debt securities that are inaccurately perceived to present a different amount of credit risk than they actually do by the market, the manager or the rating agencies. Credit risk is generally greater where less information is publicly available, where fewer covenants safeguard the investors interests, where collateral may be impaired or inadequate, where little legal redress or regulatory protection is available, or where a partys ability to meet obligations is speculative. Additionally, any inaccuracy in the information used by a fund to evaluate credit risk may affect the value of securities held by the fund. Obligations under debt securities held by a fund may never be satisfied or, if satisfied, only satisfied in part. Some securities are subject to risks as a result of a credit downgrade or default by a government, or its agencies or, instrumentalities. Credit risk is a greater concern for high-yield debt securities and debt securities of issuers whose ability to pay interest and principal may be considered speculative. Debt securities are typically classified as investment grade-quality (medium to highest credit quality) or below investment grade-quality

TIFF Investment Program Statement of Additional Information (commonly referred to as high-yield or junk bonds). Many individual debt securities are rated by a third party source, such as Moodys or S&P, to help describe the creditworthiness of the issuer. Event Risk. Event risk is the risk that corporate debt securities may suffer a substantial decline in credit quality and market value due to a corporate restructuring. Corporate restructurings, such as mergers, leveraged buyouts, takeovers, or similar events, are often financed by a significant increase in corporate debt. As a result of the added debt burden, the credit quality and market value of a firms existing debt securities may decline significantly. While event risk may be high for certain securities held by MAF, event risk for MAF in the aggregate is low because of the number of issues held by MAF. Liquidity Risk. Liquidity risk exists when particular investments are or become difficult to purchase or sell at the price at which the fund has valued the investment, whether because of current market conditions, the financial condition of the issuer, or the specific type of investment. If the market for a particular investment becomes illiquid (for example, due to changes in the issuers financial condition), a fund may be unable to sell such investment at an advantageous time or price due to the difficulty in selling such investments. Additionally, the market for certain debt securities may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. For example, dealer capacity in certain fixed income markets appears to have undergone fundamental changes since the financial crisis of 2008, which may result in low dealer inventories and a reduction in dealer market-making capacity. An increase in interest rates due to the potential tapering of the Federal Reserve Boards quantitative easing program and other similar central bank actions, coupled with a reduction in dealer market-making capacity, may decrease liquidity and increase volatility in the fixed income markets. Liquidity risk generally increases (meaning that securities become more illiquid) as the number, or relative need, of investors seeking to liquidate in a given market increases; for example, when an asset class or classes fall out of favor and investors sell their holdings in such classes, either directly or indirectly through investment funds, such as mutual funds. A fund may also need to sell some of the funds more liquid securities when it otherwise would not do so in order to meet redemption requests, even if such sale of the liquid holdings would be disadvantageous from an investment standpoint. Reduced liquidity may also have an adverse impact on an investments market value and the sale of such investments often results in higher brokerage charges or dealer discounts and other selling expenses. Reduced liquidity in the secondary market for certain investments will also make it more difficult for the fund to obtain market quotations based on actual trades for purposes of valuing the funds portfolio and thus pricing may be prone to error when market quotations are volatile, infrequent and/or subject to large spreads between bid and ask prices. To the extent that a funds principal investment strategies involve foreign (non-US) securities or securities with a thin trading market, the fund will tend to have greater exposure to liquidity risk. Bank Obligations. Each fund may invest in obligations of domestic and foreign banks, including time deposits, certificates of deposit, bankers acceptances, bank notes, deposit notes, Eurodollar time deposits, Eurodollar certificates of deposit, variable rate notes, loan participations, variable amount master demand notes, and custodial receipts. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at 1. a stated interest rate. Certificates of deposit are negotiable short-term obligations issued by commercial banks or savings and loan 2. associations against funds deposited in the issuing institution. Variable rate certificates of deposit are certificates of deposit on which the interest rate is adjusted periodically 3. prior to the stated maturity based upon a specified market rate. A bankers acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with 4. an international commercial transaction (to finance the import, export, transfer, or storage of goods).

TIFF Investment Program Statement of Additional Information General economic conditions play an important part in the operations of the banking industry, and exposure to credit losses arising from possible financial difficulties of borrowers might affect a banks ability to meet its obligations. Time deposits that may be held by the funds may not benefit from insurance from the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation. Foreign Bank Obligations. Obligations of foreign banks involve somewhat different investment risks than obligations of US banks. Their liquidity could be impaired because of future political and economic developments; they may be less marketable than comparable obligations of US banks; a foreign jurisdiction might impose withholding taxes on interest income payable on these obligations; foreign deposits may be seized or nationalized; foreign governmental restrictions such as exchange controls may be adopted that might adversely affect the payment of principal and interest on those obligations; the selection of those obligations may be more difficult because there may be less publicly available information concerning foreign banks; or the accounting, auditing, and financial reporting standards, practices, and requirements applicable to foreign banks may differ from those applicable to US banks. Foreign banks generally are not subject to examination by any US Government agency or instrumentality. Also, commercial banks located in some foreign countries combine commercial banking and diversified securities activities, thus increasing the risks of their operations. Corporate Debt Securities. Corporate debt securities of domestic and foreign issuers include corporate bonds, debentures, notes, commercial paper, medium-term notes, variable rate notes, and other similar corporate debt instruments. Securities that are rated at least BBB by S&P or Baa by Moodys, or are unrated but of similar quality, are generally described as investment-grade obligations. Index Notes, Currency Exchange-Related Securities and Similar Securities. MAF may purchase notes whose principal amount and interest payments may vary in response to the change (if any) in specified exchange rates, commodities prices, or stock index levels. Currency-indexed obligations are securities whose purchase price and interest and principal payments are denominated in a foreign currency. The amount of principal payable by the issuer at maturity varies according to the change (if any) in the exchange rate between two specified currencies during the period from the instruments issuance date to its maturity date. MAF may hedge the currency in which the obligation is denominated (or effect cross-hedges against other currencies) against a decline in the US dollar value of the investment. MAF may also purchase principal exchange rate-linked securities and performance- indexed commercial paper. Commodity-Linked Notes. MAF may invest in commodity-linked notes, which are debt instruments that have characteristics of a debt security and of a commodity-linked derivative. Commodity-linked notes generally have principal payments that are linked to the value of commodities or a commodities index, and coupon payments linked to a market-based interest rate, such as the London Interbank Offered Rate (LIBOR). Because the values of commodity-linked notes rise or fall in response to changes in the underlying commodities or commodities index, commodity-linked notes generally expose the fund economically to movements in commodity prices. Commodity-linked notes are subject to various risks, such as counterparty risk, credit risk, market risk and interest rate risk. In addition, commodity-linked notes may be leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodities or commodities index. At the maturity of the commodity- linked note, the fund may receive more or less principal than it originally invested. In addition, a liquid secondary market may not exist for the commodity-linked notes in which the fund invests, which may make it difficult for the fund to sell the notes at an acceptable price or to accurately value the notes. The values of the commodity-linked notes the fund buys may be affected by the performance of commodities and commodities indices, as well as weather and natural disasters, tax, and other regulatory or political developments, overall market movements and other factors affecting the value of particular industries or commodities, such as disease, embargoes, acts of war or terrorism. Leveraging Risk. The funds and the acquired funds in which the funds invest are permitted to engage in certain transactions that may give rise to a form of leverage. Such transactions may include, among others,

TIFF Investment Program Statement of Additional Information loans of portfolio securities, and the use of when-issued, delayed delivery, or forward commitment transactions. Leverage, including borrowing, may cause a fund to be more volatile than if a fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of a funds securities. The use of certain derivatives may also create leveraging risk. To limit such leveraging risk, the funds observe asset segregation requirements, when applicable, to cover their obligations with respect to derivative instruments. Other Foreign Currency Exchange-Related Securities. Securities may be denominated in the currency of one nation although issued by a governmental entity, corporation, or financial institution of another nation. For example, a fund may invest in a British pound-denominated obligation issued by a US corporation. Primary Risks. Such investments involve credit risks associated with the issuer and currency risks associated with the currency in which the obligation is denominated. A funds decision to invest in any foreign currency exchange-related securities is based on the same general criteria applicable to debt securities, including the funds minimum ratings and investment quality criteria, with the additional element of foreign currency exchange rate exposure added to TASs or the money managers analysis of interest rates, issuer risk and other factors. Foreign Government and International and Supranational Agency Debt Securities. Obligations of foreign governmental entities include those issued or guaranteed by foreign governmental entities with taxing powers and those issued or guaranteed by international or supranational entities. These obligations may or may not be supported by the full faith and credit of a foreign government or several foreign governments. Examples of international and supranational entities include, but are not limited to, the International Bank for Reconstruction and Development (World Bank), the European Steel and Coal Community, the Asian Development Bank, the European Bank for Reconstruction and Development and the Inter-American Development Bank. The governmental shareholders usually make initial capital contributions to the supranational entity and in many cases are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. Foreign government and sovereign debt securities are subject to risks in addition to those relating to debt securities generally. Governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal, or otherwise meet obligations, when due and may require that the conditions for payment be renegotiated. As a sovereign entity, the issuing government may be immune from lawsuits in the event of its failure or refusal to pay the obligations when due. The debtors willingness or ability to repay in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its non-US reserves, the availability of sufficient non-US exchange on the date a payment is due, the relative size of the debt service burden to the issuing countrys economy as a whole, the sovereign debtors policy toward principal international lenders and the political constraints to which the sovereign debtor may be subject. Governmental debtors also will be dependent on expected disbursements from foreign governments or multinational agencies and the countrys access to, or balance of, trade. Some governmental debtors have in the past been able to reschedule or restructure their debt payments without the approval of debt holders or declare moratoria on payments, and similar occurrences may happen in the future. There is no bankruptcy proceeding by which the fund may collect in whole or in part on debt subject to default by a government. Loan Participations. A loan participation is an interest in a loan to a US corporation (the corporate borrower) which is administered and sold by an intermediary bank. The borrower in the underlying loan will be deemed to be the issuer of the participation interest except to the extent the fund derives its rights from the intermediary bank which sold the loan participation. Such loans must be to issuers in whose obligations a fund may invest. Primary Risks. Because the bank issuing a loan participation does not guarantee the participation in any way, the participation is subject to the credit risks associated with the underlying corporate borrower. In addition, it may be necessary, under the terms of the loan participation, for a fund to assert its rights against the underlying corporate borrower through the issuing bank, in the event that the underlying corporate borrower should fail to pay principal and interest when due. Thus, the fund could be subject to delays,

TIFF Investment Program Statement of Additional Information expenses and risks which are greater than those which would have been involved if the fund had purchased a direct obligation of the borrower. Moreover, under the terms of the loan participation, the fund may be regarded as a creditor of the issuing bank (rather than of the underlying corporate borrower), so that the fund also may be subject to the risk that the issuing bank may become insolvent. Further, in the event of the bankruptcy or insolvency of the corporate borrower, the loan participation might be subject to certain defenses that can be asserted by a borrower as a result of improper conduct by the issuing bank. The secondary market, if any, for these loan participation interests is limited, and any such participation purchased by a fund will be treated as illiquid until the TIP Board or valuation committee determines that a liquid market exists for such participations. Loan participations will be valued at their fair market value as determined by procedures approved by the TIP Board. Lower-Rated Debt Securities. Each fund may own debt securities of all grades, including both rated and unrated securities, provided however that not more than 5% of STF or 20% of MAF may be invested in debt securities that are rated below investment grade or, if unrated, determined to be of comparable quality. TAS or the money managers of MAF will be obligated to liquidate, in a prudent and orderly manner, debt securities whose ratings fall below investment grade if the result of such downgrades is that these limitations are exceeded. Investment grade means a rating of: 1. for securities, BBB or better by S&P, Baa or better by Moodys, or BBB or better by Fitch, 2. for bank obligations, B or better by Thomson Bankwatch, 3. for commercial paper, A-1 or better by S&P or Prime-1 or better by Moodys, 4. for foreign bank obligations, similar ratings by IBCA Ltd., or 5. if unrated, determined by the money manager to be of comparable quality. See Appendix A for a description of security ratings. Primary Risks. Below investment grade securities carry a high degree of risk (including the possibility of default or bankruptcy of the issuers of such securities), generally involve greater volatility of price and risk of principal and income, may be less liquid than securities in the higher rating categories, and are considered speculative. The lower the ratings of such debt securities, the greater their risks render them like equity securities. The market value of lower-rated debt securities tends to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Lower-rated debt securities also tend to be more sensitive to general economic conditions than are higher-rated debt securities. Economic downturns have disrupted in the past, and could disrupt in the future, the high yield market and have impaired the ability of issuers to repay principal and interest. Also, an increase in interest rates would have a greater adverse impact on the value of such obligations than on comparable higher quality debt securities. During an economic downturn or a period of rising interest rates, below investment grade issues may experience financial stress that would adversely affect their issuers ability to service their principal and interest payment obligations. Prices and yields of high yield securities will fluctuate over time, and during periods of economic uncertainty the volatility of high yield securities may adversely affect a funds net asset value. In addition, investments in high yield zero coupon or pay-in-kind bonds, rather than income-bearing high yield securities, may be more speculative and may be subject to greater fluctuations in value due to changes in interest rates. The trading market for high yield securities may be thin to the extent that there is no established retail secondary market or because of a decline in the value of such securities. A thin trading market may limit the ability of a fund to accurately value high yield securities in its portfolio and to dispose of those securities. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities. These securities also may involve special registration responsibilities, liabilities and costs. Prices for below investment grade securities may also be affected by legislative and regulatory developments.

TIFF Investment Program Statement of Additional Information Mortgage-Backed Securities. Mortgage-backed securities are securities which represent ownership interests in, or are debt obligations secured entirely or primarily by, pools of residential or commercial mortgage loans (the underlying assets). The two most common forms are: Mortgage pass-throughs, which represent ownership interests in the underlying assets. Principal repayments 1. and interest on the underlying assets are distributed monthly to holders. Collateralized mortgage obligations (CMOs), which represent debt obligations secured by the underlying 2. assets. Certain mortgage-backed securities represent an undivided fractional interest in the entirety of the underlying assets (or in a substantial portion of the underlying assets, with additional interests junior to that of the mortgage- backed security) and thus have payment terms that closely resemble the payment terms of the underlying assets. In addition, many mortgage-backed securities are issued in multiple classes. Each class, often referred to as a tranche, is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the underlying assets may cause the securities to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrues on all or most classes on a periodic basis, typically monthly or quarterly. The principal of and interest on the underlying assets may be allocated among the several classes in many different ways. In a relatively common structure, payments of principal (including prepayments) on the underlying assets are applied to the classes in the order of their respective stated maturities so that no payment of principal will be made on any class until all other classes having an earlier stated maturity have been paid in full. Mortgage-backed securities are typically backed by a pool of underlying assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, such securities may contain elements of credit support. Such credit support falls into two categories: (1) liquidity protection and (2) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, usually by the entity administering the underlying assets, to ensure that the receipt of payments on the underlying assets occurs in a timely fashion. Protection against losses resulting from ultimate default ensures ultimate payment of obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies, or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction, or through a combination of such approaches. A fund will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security. Governmental, government-related, and private entities may create new types of mortgage-backed securities offering asset pass-through and asset-collateralized investments in addition to those described above. As such new types of mortgage-related securities are developed and offered to investors, each fund will, consistent with its investment objectives, policies and quality standards, consider whether such investments are appropriate. The duration of a mortgage-backed security, for purposes of a funds average duration restrictions, if any, is computed based upon the expected average life of that security. Primary Risks. Prepayments on mortgage-backed securities usually increase with falling interest rates and decrease with rising interest rates; furthermore, prepayment rates are influenced by a variety of economic and social factors. In general, the collateral supporting non-mortgage asset-backed securities is of shorter maturity than mortgage loans and is less likely to experience substantial prepayments. In addition, the obligors of the underlying assets may default on their payments, creating delays or loss of principal. IOs and POs. Some mortgage securities referred to as stripped mortgage securities are divided into classes which receive different proportions of the principal and interest payments or, in some cases, only payments of principal or interest (but not both). Other mortgage securities referred to as net interest margin (NIM) securities give the investor the right to receive any excess interest earned on a pool of mortgage loans

TIFF Investment Program Statement of Additional Information remaining after all classes and service providers have been paid in full. Stripped mortgage securities may be issued by government or private entities. Stripped mortgage securities issued or guaranteed by agencies or instrumentalities of the US government are typically more liquid than privately issued stripped mortgage-backed securities. Stripped mortgage securities are usually structured with two classes, each receiving different proportions of the interest and principal distributions on a pool of mortgage assets. In most cases, one class receives all of the interest (the interest-only or IO class), while the other class receives all of the principal (the principal-only or PO class). The return on an IO class is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on any IO class held by a fund. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to recoup its initial investment fully, even if the securities are rated in the highest rating categories, AAA or Aaa, by S&P or Moodys, respectively. NIM securities represent a right to receive any excess interest computed after paying coupon costs, servicing costs and fees and any credit losses associated with the underlying pool of home equity loans. Like traditional stripped mortgage securities, the return on a NIM security is sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying home equity loans. NIM securities are highly sensitive to credit losses on the underlying collateral and the timing in which those losses are taken. Stripped mortgage securities and NIM securities tend to exhibit greater market volatility in response to changes in interest rates than other types of mortgage securities and are purchased and sold by institutional investors, such as a fund, through investment banking firms acting as brokers or dealers. Some of these securities may be deemed illiquid and therefore subject to a funds limitation on investment in illiquid securities and the risks associated with illiquidity. Non-Mortgage Asset-Backed Securities. Non-mortgage asset-backed securities are debt securities which represent ownership interests in various forms of consumer credit receivables. Primary Risks. Non-mortgage asset-backed securities involve certain risks not present in mortgage-backed securities. Most importantly, these securities may not have the benefit of a security interest in underlying assets. Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical debt issue, and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have an effective security interest in all of the obligations backing such receivables. Therefore, there is a possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. Municipal Debt Securities. Municipal debt securities may include such instruments as tax anticipation notes, revenue anticipation notes, and bond anticipation notes. Municipal notes are issued by state and local governments and public authorities as interim financing in anticipation of tax collections, revenue receipts, or bond sales. The funds may invest in municipal debt securities. Securities Denominated in Multi-National Currency Units or More than One Currency. Multi-national currency unit securities are tied to currencies of more than one nation, including securities denominated in the currency of one nation but issued by a governmental entity, corporation, or financial institution of another nation.

TIFF Investment Program Statement of Additional Information US Treasury and US Government Agency Securities. US Government securities include instruments issued by the US Treasury, including bills, notes, and bonds. These instruments are direct obligations of the US Government and, as such, are backed by the full faith and credit of the United States. They differ primarily in their interest rates, maturities, and issuance dates. Other US Government securities include securities issued by instrumentalities of the US Government, such as Ginnie Mae, which are also backed by the full faith and credit of the United States. US Government agency securities are instruments issued by instrumentalities established or sponsored by the US Government, such as Fannie Mae and Freddie Mac. While these securities are issued, in general, under the authority of an act of Congress, the US Government is not obligated to provide financial support to the issuing instrumentalities. Any downgrade of the credit rating of the securities issued by the US government may result in a downgrade of securities issued by its agencies or instrumentalities, including government-sponsored entities. On September 6, 2008, the Federal Housing Finance Agency (FHFA) placed Fannie Mae and Freddie Mac into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae and Freddie Mac and of any stockholder, officer or director of Fannie Mae and Freddie Mac. FHFA selected a new chief executive officer and chairman of the board of directors for each of Fannie Mae and Freddie Mac. Also, the US Treasury entered into a Senior Preferred Stock Purchase Agreement imposing various covenants that severely limit each enterprises operations. Fannie Mae and Freddie Mac continue to operate as going concerns while in conservatorship and each remains liable for all of its obligations, including its guaranty obligations associated with its mortgage-backed securities. The FHFA has the power to repudiate any contract entered into by Fannie Mae and Freddie Mac prior to FHFAs appointment as conservator or receiver, including the guaranty obligations of Fannie Mae and Freddie Mac. Accordingly, securities issued by Fannie Mae and Freddie Mac will involve a risk of non-payment of principal and interest. Variable Amount Master Demand Notes. Variable amount master demand notes permit the investment of fluctuating amounts at varying rates of interest pursuant to a direct arrangement between a fund (as lender) and the borrower. These notes are not transferable, nor are they rated ordinarily by either Moodys or S&Ps. Zero Coupon Securities and Custodial Receipts. In addition to securities issued directly by the US Treasury, zero coupon securities include US Treasury bonds or notes whose unmatured interest coupons and receipts for their principal have been separated by their holder, typically a custodian bank or investment brokerage firm. Once stripped or separated, the principal and coupons are sold separately. The principal, or corpus, is sold at a deep discount because the buyer receives only the right to receive a future fixed payment and does not receive any rights to periodic interest payments. The coupons may be sold separately or grouped with other coupons with like maturity dates and sold in a bundled form. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero coupon securities that the Treasury sells itself. A number of securities firms and banks have stripped the interest coupons and receipts and then resold them in custodial receipt programs with a number of different names. The underlying US Treasury bonds and notes themselves are held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof. Counsels to the underwriters have issued the opinion that, for federal tax and securities law purposes, purchasers of such certificates will most likely be deemed the beneficial holders of the underlying US Treasury securities. The US Treasury has facilitated transfer of ownership of zero coupon securities by accounting separately for the beneficial ownership of particular interest coupon and corpus payments on Treasury securities through the Federal Reserve book-entry recordkeeping system. The Federal Reserve program as established by the Treasury Department is known as Separate Trading of Registered Interest and Principal of Securities (STRIPS). Under the STRIPS program, a purchasers beneficial ownership of zero coupon securities is recorded directly in the book-entry recordkeeping system in lieu of holding certificates or other evidences of ownership of the underlying US Treasury securities.

TIFF Investment Program Statement of Additional Information Primary Risks. Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying debt securities with similar maturities. The value of zero coupon securities appreciates more during periods of declining interest rates and depreciates more during periods of rising interest rates than ordinary interest-paying debt securities with similar maturities. Inflation-Linked Securities and Breakeven Inflation Positions. Inflation-linked bonds, such as the US Treasury Departments Treasury Inflation Protected Securities (TIPS), are linked to the inflation rate in the market of issuance. TIPS were first issued in 1997 and have been issued with maturities of 5, 10, and 30 years. The principal amount (payable at maturity) adjusts upward or downward every six months according to changes in the Consumer Price Index for Urban Consumers. The semi-annual interest payments are calculated as a fixed percentage of the inflation-adjusted principal amount. In addition to the US, other countries such as Australia, Canada, New Zealand, Sweden, and the United Kingdom issue inflation-linked bonds with features similar or identical to those of TIPS. Multi-Asset Fund may invest in breakeven inflation positions as a hedge against inflation and to obtain some protection against rising interest rates. A breakeven inflation position can be created by taking a long position in TIPS and a corresponding short position in nominal US Treasury bonds with maturities similar to those of the TIPS. The long and short exposures may be obtained directly or through derivatives. The short sale of US Treasury bonds may be facilitated by entering into repurchase agreements in which Multi-Asset Fund buys the US Treasury bonds that are used to close out the short sale from a seller that is obligated to repurchase them at the end of an agreed upon period at a specified higher price, thereby earning Multi-Asset Fund a cash-like return. In such circumstances, Multi-Asset Fund will need to reacquire the US Treasury bonds in the market to return them to the original seller at the expiration of the repurchase agreement. Multi-Asset Fund will bear interest expense in connection with short sales, which will be reflected in the funds expense ratio in the Other Expenses category. Primary Risks. In the event of deflation, the principal value of inflation-linked bonds may be adjusted downward, and as a result the interest payable on these securities (calculated with respect to a smaller principal amount) may be reduced. Repayment of at least the original face amount of principal upon maturity is guaranteed in the case of TIPS, even during a period of deflation, but may not be guaranteed by other issuers. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. The current market value of the bonds is not guaranteed and will fluctuate. Like a traditional bond, the value of a TIPS bond will generally fall as interest rates rise. Therefore, the performance of TIPS in a portfolio can be impacted by both changes in interest rates and inflation/deflation. The TIPS market is smaller than that of US Treasury securities that are not inflation-linked, and as a result TIPS may be less liquid than other US Treasury securities. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a fund may be forced to liquidate positions when it would not be advantageous to do so. There is no guarantee that the US Treasury will continue to issue TIPS, which may affect the liquidity and price of outstanding issues. Finally, there can be no assurance that the Consumer Price Index for Urban Consumers will accurately measure the actual rate of inflation in the price of goods and services. When-Issued and Forward Commitment Securities. Each fund may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis in order to hedge against anticipated changes in interest rates and prices. In such transactions, instruments are bought with payment and delivery taking place in the future but no later than 120 days after trade date. No income accrues prior to delivery. When a fund enters into a when-issued or forward commitment transaction, it must segregate on its or its custodians books cash and/or liquid securities in an amount equal to the amount of the funds obligation (cost) on settlement date. When a forward commitment purchase is made to close a forward commitment sale, or vice versa, the difference between the two may be netted for segregation purposes until settlement date.

TIFF Investment Program Statement of Additional Information Forward commitments, or delayed deliveries, are deemed to be outside the normal corporate settlement structure. Primary Risks. The value of the security on the delivery date may be less than its purchase price, representing a loss for the fund. These transactions also involve counterparty risk. If the other party fails to perform or becomes insolvent, any accrued profits may not be available to a fund. Derivative Instruments. A fund may employ other derivatives strategies, such as futures, options on futures, buying and selling options, swaps (including interest rate, currency, total return, index and credit default swaps) and caps, floors and collars related to such swaps. Derivatives may be used for hedging, which means that they may be used when the manager seeks to protect a funds investments from a decline in value, which could result from changes in interest rates, market prices, currency fluctuations and other market factors. Derivative strategies also may be used when the manager seeks to increase liquidity, implement a tax or cash management strategy, invest in a particular stock, bond or segment of the market in a more efficient or less expensive way, modify the effective duration of a funds portfolio investments and/or for purposes of total return. However derivatives are used, their successful use is not assured and will, in many cases, depend upon the managers ability to predict and understand relevant market movements, among other factors. Exclusion of investment manager from commodity pool operator definition. With respect to the funds, TAS has claimed an exclusion from the definition of CPO under the Commodity Exchange Act (CEA) and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, TAS is relying upon a related exclusion from the definition of commodity trading advisor (CTA) under the CEA and the rules of the CFTC. The terms of the CPO exclusion require the funds, among other things, to adhere to certain limits on their investments in commodity interests (which include commodity futures, commodity options, and swaps, which in turn include non-deliverable foreign currency forwards) as further described below. Because TAS and the funds intend to comply with the terms of the CPO exclusion, a fund may, in the future, need to adjust its investment strategies to limit its investments in these types of instruments. The funds are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved TASs reliance on these exclusions, or the funds, their investment strategies or this statement of additional information. Generally, the exclusion from CPO regulation on which TAS relies requires each fund to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the funds positions in commodity interests may not exceed 5% of the liquidation value of the funds portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the funds commodity interest positions, determined at the time the most recent such position was established, may not exceed the liquidation value of the funds portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, the fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps markets. If, in the future, a fund can no longer satisfy these requirements, TAS would withdraw its notice claiming an exclusion from the definition of a CPO, and TAS would be subject to registration and regulation as a CPO with respect to the fund, in accordance with CFTC rules that apply to CPOs of registered investment companies. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on TASs compliance with comparable SEC requirements. However, as a result of CFTC regulation with respect to a fund, the fund may incur additional compliance and other expenses. Cover for Strategies Using Derivative Instruments. Transactions using derivative instruments, including but not limited to put and call options written (sold) by a fund, futures contracts, options on futures contracts, and swaps, expose a fund to an obligation to another party and may give rise to a form of leverage. It is each funds policy to segregate assets to cover derivative transactions that might be deemed to create leverage

TIFF Investment Program Statement of Additional Information under Section 18 of the 1940 Act. In that regard, a fund will not enter into any such transactions unless it has covered such transactions by owning and segregating either (1) an offsetting (covered) position in securities, currencies, or other derivative instruments or (2) cash and/or liquid securities with a value sufficient at all times to cover its potential obligations to the extent not covered as provided in (1) above. When a fund is required to segregate cash or liquid securities, it will mark or have marked on the books of the fund or its custodian cash holdings or other liquid assets as segregated for purposes of Section 18 of the 1940 Act. The funds will monitor the amount of these segregated assets on a daily basis, and no fund will enter into additional transactions that would require the segregation of cash or liquid securities unless the fund holds a sufficient amount of cash or liquid securities that can be segregated. Committing a large portion of a funds assets to cover positions or for segregation could impede portfolio management or a funds ability to meet redemption requests or other current obligations. Futures Contracts. Each fund may enter into contracts for the purchase or sale for future delivery (a futures contract) of fixed income securities, foreign currencies, or commodities, or based on financial indices including any index of common stocks, US Government securities, foreign government securities, or corporate debt securities. A fund may enter into futures contracts that are based on debt securities that are backed by the full faith and credit of the US Government, such as long-term US Treasury bonds, Treasury notes, GNMA-modified pass- through mortgage-backed securities, and three-month US Treasury bills. Each fund also may enter into futures contracts based on securities that would be eligible investments for such fund and denominated in currencies other than the US dollar. US futures contracts have been designed by exchanges that have been designated as contracts markets by the CFTC and such contracts must be executed through a futures commission merchant or brokerage firm that is a member of the relevant contract market. Futures contracts trade on a number of exchange markets, and through their clearing corporations the exchanges guarantee performance of the contracts as between the clearing members of the exchange. Futures contracts may be used as both hedging and income-enhancement strategies. As an example of a hedging transaction, a money manager holding a portfolio of equity securities and anticipating a near-term market decline might sell S&P 500 futures to obtain prompt protection pending an orderly portfolio liquidation. If the decline occurs, gains on the futures contract will offset at least in part the loss on the portfolio; if the money manager is wrong and the market rises, the loss on the futures contract will offset gains on the portfolio. The TIP funds may utilize futures without limitation for both hedging and other purposes. Although futures contracts by their terms may call for actual delivery or acquisition of the underlying asset, in most cases the contractual obligation is fulfilled before the date of the contract by entering into an offsetting futures contract with delivery in the same month. Such a transaction, which is effected through a member of an exchange, cancels the obligation to make or take delivery of the securities, currency or commodity. Because all transactions in the futures market are made, offset, or fulfilled through a clearinghouse associated with the exchange on which the contracts are traded, a fund will incur brokerage fees when it purchases or sells futures contracts. In accordance with Rule 17f-6 under the 1940 Act and as required by the rules of the CFTC, the funds maintain their margin accounts with futures commission merchants (FCMs). Maintaining the margin account with an FCM, rather than the funds custodian bank, may make it more difficult for a fund to regain possession of the assets in the margin account in the event of the bankruptcy or insolvency of the FCM. The provisions of Rule 17f-6, which are included in the funds contracts with any FCM, are designed to mitigate this risk. At the time a futures contract is purchased or sold, the fund must allocate cash or securities as a deposit payment (initial margin). The initial margin on US exchanges is typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. Under certain circumstances, however, such as periods of high volatility, the fund may be required by an exchange to increase the level of its initial margin payment. Initial margin requirements are determined by the respective exchanges on which the futures contracts are traded and the FCM. An outstanding futures contract is valued daily, and the payment in cash of variation margin will be required, a process known as marking to the market. Each day the fund will be

TIFF Investment Program Statement of Additional Information required to provide (or will be entitled to receive) variation margin in an amount equal to any decline (in the case of a long futures position) or increase (in the case of a short futures position) in the contracts value since the preceding day. Primary Risks. Futures contracts entail special risks. Among other things, the ordinary spreads between values in the cash and futures markets, due to differences in the character of these markets, are subject to distortions related to (1) investors obligations to meet additional variation margin requirements, (2) decisions to make or take delivery rather than to enter into offsetting transactions, and (3) the difference between margin requirements in the securities markets and margin deposit requirements in the futures market. The possibility of such distortions means that a correct forecast of general market, foreign exchange rate, or interest rate trends still may not result in a successful transaction. If predictions about the general direction of market movements, foreign exchange rates, or interest rates are incorrect, a funds overall performance would be poorer than if it had not entered into any such contracts or purchased or written options thereon. For example, if a fund had hedged against the possibility of an increase in interest rates that would adversely affect the price of debt securities held in its portfolio and interest rates decreased instead, the fund would lose part or all of the benefit of the increased value of its assets that it had hedged because it would have offsetting losses in its futures positions. In addition, particularly in such situations, if the fund has insufficient cash, it may have to sell assets from its portfolio to meet daily variation margin requirements. Any such sale of assets may or may not be at increased prices reflecting the rising market. Consequently, the fund may have to sell assets at a time when it may be disadvantageous to do so. A funds ability to establish and close out positions in futures contracts and options on futures contracts depends on the existence of a liquid market. Although a fund typically will purchase or sell only those futures contracts and options thereon for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular futures contract or option thereon at any future date. If it is not possible to enter into a closing transaction in a contract at a satisfactory price, the fund would have to make or take delivery under the futures contract or, in the case of a purchased option, exercise the option. In the case of a futures contract that a fund has sold and is unable to close, the fund would be required to maintain margin deposits on the futures contract and to make variation margin payments until the contract is closed. Under certain circumstances, exchanges may establish daily limits in the amount that the price of a futures contract or related option contract may vary up or down from the previous days settlement price. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. This situation could potentially persist for several consecutive trading days. There is a risk of loss by a fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the fund has an open position in a futures contract. The assets of the fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the fund is also subject to the risk that the FCM could use the funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty. Risks of Foreign Currency Futures Contracts. Buyers and sellers of foreign currency futures contracts are subject to the same risks that apply to futures generally. In addition, there are risks associated with foreign currency futures contracts similar to those associated with forward contracts on foreign currencies including the risk that the manager may not accurately assess currency exchange changes and the risk of imperfect correlation with respect to any positions sought to be hedged. Further, settlement of a foreign currency futures contract must occur within the country issuing the underlying currency. Thus, a fund must accept or

TIFF Investment Program Statement of Additional Information make delivery of the underlying foreign currency in accordance with any US or foreign restrictions or regulations regarding the maintenance of foreign banking arrangements by US residents and may be required to pay any fees, taxes, or charges associated with such delivery that are assessed in the country of the underlying currency. Options on Futures Contracts. The purchase of a put or call option on a futures contract is similar in some respects to the purchase of a put or call on an individual security or currency. Depending on the options price compared to either the price of the futures contract upon which it is based or the price of the underlying asset, it may or may not be less risky than ownership of the futures contract or the underlying assets. A fund may purchase options on futures contracts for the same purposes as futures contracts themselves, i.e., as a hedging or income- enhancement strategy. Writing a call option on a futures contract constitutes a partial hedge against declining prices of the underlying asset, which is deliverable upon exercise of the futures contract. If the futures price at expiration of the option is below the exercise price, a fund will retain the full amount of the option premium, which provides a partial hedge against any decline in the funds portfolio holdings. Writing a put option on a futures contract constitutes a partial hedge against increasing prices of the underlying asset, which is deliverable upon exercise of the futures contract. If the futures price at expiration of the option is higher than the exercise price, the fund will retain the full amount of the option premium, which provides a partial hedge against any increase in the price of securities the fund intends to purchase. If a put or call option a fund has written is exercised, the fund will incur a loss that will be reduced by the amount of the premium it receives. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the value of its futures positions, a funds losses from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities. This is known as correlation risk. Primary Risks. A funds use of options on futures contracts is subject to the risks related to derivative instruments generally. In addition, the amount of risk the fund assumes when it purchases an option on a futures contract is the premium paid for the option plus related transaction costs. The purchase of an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option purchased. The seller (writer) of an option on a futures contract is subject to the risk of having to take a possibly adverse futures position if the purchaser of the option exercises its rights. If the seller were required to take such a position, it could bear substantial losses. An option writer has potentially unlimited economic risk because its potential loss, except to the extent offset by the premium received, is equal to the amount the option is in-the- money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Options on foreign currency futures contracts may involve additional liquidity risk. The ability to establish and close positions in such options is subject to the maintenance of a liquid secondary market. Compared to the purchase or sale of foreign currency futures contracts, the purchase of call or put options thereon involves less potential market risk to the fund because the maximum amount at risk is the premium paid for the option (plus transaction costs). However, there may be circumstances when a position in options on foreign currency futures contracts would result in a loss whereas a position in the underlying futures contract would not, such as when there is no movement in the price of the underlying currency or futures contract. Options. Each fund may purchase and sell (or write) put and call options on foreign currencies and securities. Generally, an option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security, currency or other instrument (an underlying instrument) from the writer of the option (in the case of a call option), or to sell an underlying instrument to the writer of the option (in the case of put option) at a designated price during the term of the option. The premium paid by the buyer of an option will reflect, among other things, the relationship of the exercise price to the market price and the volatility of the underlying instrument, the remaining term of the option, supply, demand,

TIFF Investment Program Statement of Additional Information interest rates and/or currency exchange rates. Put and call options that a fund may purchase or write may be traded on a national securities exchange and in the over-the-counter (OTC) market. Options traded on national securities exchanges are within the jurisdiction of the SEC, as are securities traded on such exchanges. As a result, many of the protections provided to traders on organized exchanges will be available with respect to such transactions. In particular, all option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation, thereby reducing the risk of counterparty default. Furthermore, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the OTC market, potentially permitting a fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements. There is no assurance, however, that higher than anticipated trading activity or other unforeseen events might not temporarily render the capabilities of the Options Clearing Corporation inadequate, and thereby result in the exchange instituting special procedures which may interfere with the timely execution of a funds orders regarding closing out open options positions. Purchasing call and put options. As the buyer of a call option, the fund has a right to buy the underlying instrument (e.g., a security) at the exercise price at any time during the option period (for American style options) or at the expiration date (for European options). The fund may enter into closing sale transactions with respect to call options, exercise them, or permit them to expire unexercised. For example, the fund may buy call options on underlying instruments that it intends to buy with the goal of limiting the risk of a substantial increase in their market price before the purchase takes place. The fund also may buy call options on underlying instruments held in its portfolio and on which it has written call options. Unless the price of the underlying investment changes sufficiently, a call option purchased by a fund may expire without any value to the fund, in which case the fund would experience a loss to the extent of the premium paid for the option plus related transaction costs. As the buyer of a put option, a fund has the right to sell the underlying instrument at the exercise price at any time during the option period (for American style options) or at the expiration date (for European options). Like a call option, a fund may enter into closing sale transactions with respect to put options, exercise them or permit them to expire unexercised. A fund may buy a put option on an underlying instrument owned by the fund (a protective put) as a hedging technique in an attempt to protect against an anticipated decline in the market value of the underlying instrument. Such hedge protection is provided only during the life of the put option when the fund, as the buyer of the put option, is able to sell the underlying instrument at the put exercise price, regardless of any decline in the underlying instruments market price. The fund may also seek to offset a decline in the value of the underlying instrument through appreciation in the value of the put option. A put option may also be purchased with the intent of protecting unrealized appreciation of an instrument when TAS or the money manager deems it desirable to continue to hold the instrument because of tax or other considerations. The premium paid for the put option and any transaction costs would reduce any short-term capital gain that may be available for distribution when the instrument is eventually sold. A fund also may buy put options at a time when it does not own the underlying instrument. By buying put options on an instrument it does not own, the fund seeks to benefit from a decline in the market price of the underlying instrument. If a put option that a fund bought is not terminated in a closing sale transaction when it has remaining value, and if the market price of the underlying instrument remains equal to or greater than the exercise price during the life of the put option, the fund would not make any gain upon exercise of the option and would experience a loss to the extent of the premium paid for the option plus related transaction costs. In order for the purchase of a put option to be profitable, the market price of the underlying instrument must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is terminated in a closing sale transaction at a price that equals such premium and costs. Writing call and put options. A fund may write options to generate additional income and to seek to hedge its portfolio against market or exchange rate movements. A fund may write covered call options, meaning that the fund owns the underlying instrument that is subject to the call option.

TIFF Investment Program Statement of Additional Information When the fund writes a covered call option, any underlying instruments that are held by the fund and are subject to the call option will be earmarked as segregated on the books of the fund or the funds custodian. A fund will be unable to sell the underlying instruments that are subject to the written call option until it either enters into a closing transaction with respect to the written call, or otherwise satisfies the conditions for release of the underlying instruments from segregation. As the writer of a covered call option, a fund gives up the potential for capital appreciation above the exercise price of the option should the underlying instrument rise in value. If the value of the underlying instrument rises above the exercise price of the call option, the instrument may be called away, requiring the fund to sell the underlying instrument at the exercise price. The fund will realize a gain or loss from the sale of the underlying instrument depending on whether the exercise price is greater or less than the purchase price of the instrument. Any gain will be increased by the amount of the premium received from the sale of the call; any loss will be decreased by the amount of the premium received. If a call option expires unexercised, the fund will realize a gain in the amount of the premium received. If the market price of the underlying instrument decreases, the call option will not be exercised and any hedging benefit of the call option will be limited to the amount of the premium received. The exercise price of a call option will depend upon the expected price movement of the underlying instrument. The exercise price of a call option may be below (in-the-money), equal to (at-the-money), or above (out-of-the- money) the current value of the underlying instrument at the time the option is written. As the writer of a put option, a fund retains the risk of loss should the underlying instrument decline in value below the exercise price. If the value of the underlying instrument declines below the exercise price of the put option and the put option is exercised, the fund, as the writer of the put option, will be required to buy the instrument at the exercise price. The fund will incur a loss to the extent that the current market value of the underlying instrument is less than the exercise price of the put option. However, the loss will be offset at least in part by the premium received from the sale of the put. If a put option written by the fund expires unexercised, the fund will realize a gain in the amount of the premium received. As the writer of an option, a fund may have no control over when the underlying instruments must be sold (in the case of a call option) or purchased (in the case of a put option) by the fund because the writer may be notified of exercise at any time prior to the expiration of the option (for American style options). In general, though, options are rarely exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium. This amount may, in the case of a call option, be partially or wholly offset by a decline in the market value of the underlying instrument during the option period. If a call option is exercised, the writer experiences a loss from the sale of the underlying instrument at a price below the then current market price. If a put option is exercised, the writer experiences a loss as it must fulfill the obligation to buy the underlying instrument at the exercise price, which will exceed the market value of the underlying instrument at that time. Closing out options (exchange-traded options). If the writer of an exchange traded option wants to terminate its obligation, the writer may effect a closing purchase transaction by buying an option of the same series as the option previously written. The effect of the purchase is that the clearing corporation will cancel the option writers position. However, a writer may not effect a closing purchase transaction after being notified of the exercise of an option. Likewise, the buyer of an option may recover all or a portion of the premium that it paid by effecting a closing sale transaction by selling an option of the same series as the option previously purchased and receiving a premium on the sale. There is no guarantee that either a closing purchase or a closing sale transaction may be made at a time desired by the fund. Closing transactions allow the fund to terminate its positions in written and purchased options. Depending on the market value of those positions, the fund will experience gains or losses. Effecting a closing transaction in the case of a written covered call option would allow a fund to write another call option in the underlying instrument with a different exercise price, expiration date or both. Effecting a closing transaction also allows the cash or proceeds from the sale of any investments subject to the option to be used for other fund investments. If the fund wants to sell a particular security from its

TIFF Investment Program Statement of Additional Information portfolio on which it has written a call option, it may effect a closing transaction on the call option prior to or at the same time as the sale of the security. A fund will realize a profit from a closing transaction if the price of the transaction is less than the premium received from writing the original option (in the case of written options) or is more than the premium paid by the fund to buy the option (in the case of purchased options). Increases in the market price of a call option will generally reflect increases in the market price of the underlying instrument. As a result, any loss resulting from a closing transaction on a written call option is likely to be offset in whole or in part by appreciation of the underlying instrument owned by the fund. Risks. The funds options investments involve certain risks. The effectiveness of an options strategy for hedging depends on the degree to which price movements in the underlying securities correlate with price movements in the relevant portion of the funds portfolio that is being hedged. In addition, the fund bears the risk that the prices of its portfolio investments will not move in the same amount as the option it has purchased or sold for hedging purposes, or that there may be a negative correlation that would result in a loss on both the investments and the option. If TAS or the money manager is not successful in using options in managing the funds investments, the funds performance will be worse than if such strategies had not been employed. There can be no assurance that a liquid secondary market on an exchange or in the OTC market will exist for any particular option, or at any particular time, and a fund may have difficulty effecting closing transactions in particular options. Therefore, the fund would have to exercise the options it purchased in order to realize any profit. Also, the fund could incur transaction costs upon the sale of underlying instruments where a buyer exercises put or call options the fund sold. If a fund, as a covered call option writer, is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying instrument until the option expires, it delivers the underlying instrument upon exercise, or it segregates enough liquid assets to purchase the underlying investments at the marked-to-market price during the term of the option. When trading options on foreign exchanges or in the OTC market, many of the protections afforded to exchange participants will not be available. For example, there may be no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over an indefinite period of time. Options on stock indices. A fund may buy and sell (write) both call and put options on stock indices in order to seek to hedge against the risk of market or industry-wide stock price fluctuations or to increase income to the fund. Call and put options on stock indices are similar to options on individual stocks except that, unlike options on securities or other instruments, all settlements are in cash, and gain or loss depends on the price movements in the stock market generally (or in a particular industry or segment of the market related to the index) rather than price movements in an individual security. For example, when a fund buys a put option on a stock index, the fund has the right to receive, upon exercise of the option, an amount of cash if the closing price of the underlying stock index is less than the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars multiplied by a specified number. Successful use by a fund of options on stock indices for hedging purposes will be subject to TAS or the applicable money managers ability to predict correctly movements in the direction of the securities markets generally or of a particular segment related to the index. This requires different skills and techniques than predicting changes in the price of individual stocks. A funds ability to effectively use options on stock indices for hedging purposes also depends on the degree to which price movements in the underlying index or underlying securities correlate with price movements in the relevant portion of the funds portfolio. To the extent the securities being hedged do not exactly duplicate the components of an index, the correlation will not be perfect. Consequently, the fund bears the risk that the prices of the securities being hedged will not move in the same amount as the stock index. It is also possible that there may be a negative correlation between the index and the hedged securities that would result in a loss on both the securities and the option.

TIFF Investment Program Statement of Additional Information Positions in stock index options may be closed out only on a liquid secondary market, usually provided by an exchange. There can be no assurance that a liquid secondary market will exist for any particular stock index option at any specific time. Consequently, it may not be possible to close an option position. The inability to close options positions could have an adverse impact on the funds performance. OTC options. The funds may buy and sell (write) both put and call OTC options. Like exchange traded options, OTC options give the holder the right to buy from the writer, in the case of OTC call options, or sell to the writer, in the case of OTC put options, an underlying instrument at a stated exercise price. OTC options, however, differ from exchange traded options in certain material respects. OTC options are arranged directly with dealers and not with a clearing corporation or exchange. Consequently, there is a risk of non-performance by the dealer. Because there is no exchange, pricing is typically done based on information from market makers or other dealers. OTC options are available for a greater variety of underlying instruments and in a wider range of expiration dates and exercise prices than exchange traded options. There can be no assurance that a continuous liquid secondary market will exist for any particular OTC option at any specific time. A fund may be able to realize the value of an OTC option it has purchased only by exercising it or entering into a closing sale transaction with the dealer that issued it. The fund may suffer a loss if it is not able to exercise or sell its position on a timely basis. When a fund writes an OTC option, it generally can close out that option prior to its expiration only by entering into a closing purchase transaction with the dealer with which the fund originally wrote the option. If a fund, as a covered call option writer, is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying instrument until the option expires, it delivers the underlying instrument upon exercise, or it segregates enough liquid assets to purchase the underlying instrument at the marked-to-market price during the term of the option. Swaps. Generally, swap agreements are contracts between a fund and another party (the swap counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the fund agrees with the swap counterparty to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular notional amount or value of predetermined underlying reference instruments. The notional amount is the set dollar or other value selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not actually exchange the notional amount. Instead they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular non-US currency, or a basket of securities representing a particular index. Swaps can also be based on credit and other events. The purchase of a cap entitles the purchaser to receive payments on a notional principal amount from the party selling such cap to the extent that a specified index exceeds a predetermined interest rate or amount. The purchase of a floor entitles the purchaser to receive payments on a notional principal amount from the party selling such floor to the extent that a specified index falls below a predetermined interest rate or amount. A collar is a combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates or values. With respect to non-equity transactions, a fund will not sell interest rate caps or floors where it does not own securities or other instruments providing the income stream the fund may be obligated to pay. A fund will generally enter into swap agreements on a net basis, which means that the two payment streams that are to be made by the fund and its counterparty with respect to a particular swap agreement are netted out, with the fund receiving or paying, as the case may be, only the net difference in the two payments. The funds obligations (or rights) under a swap agreement that is entered into on a net basis will generally be the

TIFF Investment Program Statement of Additional Information net amount to be paid or received under the agreement based on the relative values of the obligations of each party upon termination of the agreement or at set valuation dates. The fund will accrue its obligations under a swap agreement daily (offset by any amounts the counterparty owes the fund). If the swap agreement does not provide for that type of netting, the full amount of the funds obligations will be accrued on a daily basis. New Swaps Regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd- Frank Act) and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The new regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements in swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps, and has completed most of its rules implementing the Dodd-Frank Act swap regulations. The SEC has jurisdiction over a small segment of the market referred to as security-based swaps, which includes swaps on single securities or credits, or narrow-based indices of securities or credits, but has not yet completed its rulemaking. Uncleared Swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. A fund customarily enters into uncleared swaps based on the standard terms and conditions of an International Swaps and Derivatives Association (ISDA) Master Agreement. ISDA is a voluntary industry association of participants in the OTC derivatives markets that has developed standardized contracts used by such participants that have agreed to be bound by such standardized contracts. In the event that one party to a swap transaction defaults and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early termination payment to the other. An early termination payment may be payable by either the defaulting or non-defaulting party, depending upon which of them is in-the-money with respect to the swap at the time of its termination. Early termination payments may be calculated in various ways, but are intended to approximate the amount the in-the-money party would have to pay to replace the swap as of the date of its termination. During the term of an uncleared swap, the fund is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the fund to the counterparty if the swap were terminated on the date in question, including any early termination payments. Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty may be required to pledge cash or other assets to cover its obligations to the fund. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults on its obligations to the fund, the amount pledged by the counterparty and available to the fund may not be sufficient to cover all the amounts due to the fund and the fund may sustain a loss. Currently, a fund may or may not be required by the counterparty to provide initial margin in connection with uncleared swaps. However, rules requiring both initial and variation margin for uncleared swaps have been adopted, but are not yet effective as of the date hereof. When these rules take effect, a fund may be required to post initial margin and variation margin. Cleared Swaps. Certain standardized swaps are subject to mandatory central clearing. The Dodd-Frank Act and implementing rules will ultimately require the clearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing. To date, the CFTC has designated only certain of the most common types of credit default index swaps and interest rate swaps as subject to mandatory clearing, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps. For more information, see Risks of Cleared Swaps below.

TIFF Investment Program Statement of Additional Information In a cleared swap, the funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each partys FCM, which must be a member of the clearinghouse that serves as the central counterparty. Transactions executed on a swap execution facility (SEF) may increase market transparency and liquidity but may require the fund to incur increased expenses to access the same types of swaps that it has used in the past. When the fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) an amount referred to as initial margin. Initial margin requirements are determined by the central counterparty, and are typically calculated as amount equal to the volatility in market value of the cleared swap over a fixed period, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term of the swap agreement, a variation margin amount may also be required to be paid by the fund or may be received by the fund in accordance with margin controls set for such accounts. If the value of the funds cleared swap declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. Conversely, if the market value of the funds position increases, the FCM will post additional variation margin to the funds account. At the conclusion of the term of the swap agreement, if the fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the fund has a loss of less than the margin amount, the excess margin is returned to the fund. If the fund has a gain, the full margin amount and the amount of the gain is paid to the fund. Risks. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether a fund will be successful in using swap agreements to achieve its investment objective generally depends on the ability of the manager correctly to predict which types of investments are likely to produce greater returns. If the manager, in using swap agreements, is incorrect in its forecasts of market values, interest rates, currency exchange rates or other applicable factors, the investment performance of the fund will be less than its performance would be if it had not used the swap agreements. The risk of loss to a fund for swap transactions on a net basis depends on which party is obligated to pay the net amount to the other party. If the counterparty is obligated to pay the net amount to the fund, the risk of loss to the fund is loss of the net amount that the fund is entitled to receive should the counterparty fail to perform. If the fund is obligated to pay the net amount, the funds risk of loss is generally that net amount (which, depending on market conditions, could be substantial). If the swap agreement involves the exchange of the entire principal value of an investment, the entire principal value of that investment is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations. In addition, a funds risk of loss also includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty or FCM (in a cleared swap), plus any transaction costs. The fund may structure the terms of an uncleared swap with the counterparty or a third party so that the fund will be entitled to sell, put, or otherwise terminate the swap contract within no more than seven days notice to the counterparty or third party. If the fund does not negotiate such terms for a particular swap transaction, the transaction may be considered illiquid, in which case the value of a funds positions underlying the transaction (i.e., the amount, if any, that the fund owes to the swap counterparty, net of the amount that the swap counterparty owes to the fund), plus any collateral posted by the fund with respect thereto, will be subject to the funds limitations on holding illiquid investments. In addition, if a swap transaction is particularly large or if the relevant market is illiquid, a fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant losses. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Participants could refuse to quote prices for swap contracts or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell. Many swap agreements entail complex terms and are often valued subjectively. However, the swap markets have grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and agents, utilizing standardized swap documentation. As a result, the swap markets have become relatively liquid in comparison with markets for other derivative instruments that are traded in the interbank market. In addition, central clearing and the trading of cleared swaps on public facilities are intended to increase

TIFF Investment Program Statement of Additional Information liquidity. The TIP Valuation Committee, under the supervision of the TIP Board, is responsible for determining and monitoring the liquidity of the funds swap transactions. Rules adopted under the Dodd-Frank Act require centralized reporting of detailed information about many swaps, whether cleared or uncleared. This information is available to regulators and also, to a more limited extent and on an anonymous basis, to the public. Reporting of swap data is intended to result in greater market transparency. This may be beneficial to funds that use swaps in their trading strategies. However, public reporting imposes additional recordkeeping burdens on these funds, and the safeguards established to protect anonymity are not yet tested and may not provide protection of trader identities as intended. Certain Internal Revenue Service positions may limit a funds ability to use swap agreements in a desired tax strategy. It is possible that developments in the swap markets and/or the laws relating to swap agreements, including potential government regulation, could adversely affect a funds ability to benefit from using swap agreements, or could have adverse tax consequences. For more information about potentially changing regulation, see Risks of Potential Regulation of Swaps and Other Derivatives below. Risks of Uncleared Swaps. Uncleared swaps are not traded on an exchange. As a result, the fund may not be as protected as participants in transactions on organized exchanges. In such cases, the performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, a fund is subject to the risk that a counterparty will be unable or will refuse to perform under such agreement. A fund risks the loss of the accrued but unpaid amount under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, the fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the funds rights as a creditor. If the counterpartys creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses. TAS or the funds money manager will only approve a swap agreement counterparty for a fund if TAS or the applicable money manager deems the counterparty to be creditworthy. Risks of Cleared Swaps. As noted above, under recent financial reforms, certain types of swaps are, and others eventually are expected to be, required to be cleared through a central counterparty, which may affect counterparty risk and other risks faced by a fund. Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to bilateral swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap, but it does not eliminate those risks completely. There is also a risk of loss by a fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the fund has an open position, or the central counterparty, in a swap contract. The assets of the fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the fund is also subject to the risk that the FCM could use the funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty. Credit risk of cleared swap participants is concentrated in a few clearing houses, and the consequences of insolvency of a clearing house are not clear. With cleared swaps, a fund may not be able to obtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the fund, which may include the imposition of position limits or additional margin requirements with respect to the funds investment in certain types of swaps. Central counterparties and FCMs generally can require termination of existing cleared swap transactions at any time, and can also require increases in margin above the margin that is required at the initiation of the swap agreement. Currently, depending on a number of factors, the margin required under the rules of the clearinghouse and FCM may be in excess of the collateral required to be posted by the fund to support its obligations under a

TIFF Investment Program Statement of Additional Information similar uncleared swap. However, regulators have proposed and are expected to adopt rules imposing certain margin requirements on uncleared swaps in the near future, which are likely to impose higher margin requirements on uncleared swaps. Finally, a fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the fund may be required to break the trade and make an early termination payment to the executing broker. Swaps that are subject to mandatory clearing are also required to be traded on SEFs, if any SEF makes the swap available to trade. A SEF is a trading platform where multiple market participants can execute swap transactions by accepting bids and offers made by multiple other participants on the platform. Transactions executed on a SEF may increase market transparency and liquidity but may require a fund to incur increased expenses to access the same types of swaps that it has used in the past. Risks of Potential Regulation of Swaps and Other Derivatives. The regulation of cleared and uncleared swaps, as well as other derivatives, is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading. It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments in government regulation of various types of derivative instruments, such as speculative position limits on certain types of derivatives, or limits or restrictions on the counterparties with which the funds engage in derivative transactions, may limit or prevent a fund from using or limit a funds use of these instruments effectively as a part of its investment strategy, and could adversely affect a funds ability to achieve its investment objective(s). The advisor will continue to monitor developments in the area, particularly to the extent regulatory changes affect a funds ability to enter into desired swap agreements. New requirements, even if not directly applicable to a fund, may increase the cost of a funds investments and cost of doing business. Depending on their structure, swap agreements may increase or decrease a funds exposure to long- or short- term interest rates, foreign currency values, mortgage securities, corporate borrowing rates, or other exposures such as security prices or inflation rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a funds investments and its share price. Equity or Total Return Swaps. An equity swap or total return swap is an agreement between two parties under which the parties agree to make payments to each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying security taken place. For example, one party agrees to pay the other party the total return earned or realized on the notional amount of an underlying equity security and any dividends declared with respect to that equity security. In return the other party makes payments, typically at a floating rate, calculated based on the notional amount. Credit Default Swaps. A fund may be a buyer or seller of credit default swaps. The buyer in a credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the agreement in return for a payment by the seller that is contingent upon the occurrence of a credit event with respect to an underlying reference debt obligation. The contingent payment by the seller generally is the face amount of the debt obligation in exchange for the physical delivery of the reference debt obligation or a cash payment equal to the then current market value of that debt obligation. If no credit event occurs, the seller would receive a fixed rate of income throughout the term of the contract, while the buyer would lose the amount of its payments and recover nothing. The buyer is also subject to the risk that the seller will not satisfy its contingent payment obligation, if and when due. A fund may buy credit default swaps in order to try to hedge against a decline in the value of its portfolio debt securities due to a credit event. By selling a credit default swap, the fund will receive periodic payments but is exposed to the risk that the value of the reference debt obligation declines due to a credit event and

TIFF Investment Program Statement of Additional Information that it will have to pay the face amount of the reference obligation to the buyer. A fund may also sell credit default swaps in order to gain exposure that is similar to owning the reference debt obligation. As the seller, the fund would effectively add leverage to its portfolio because, in addition to its total assets, the fund would be subject to the risk that there would be a credit event and the fund would have to make a substantial payment. Generally, a credit event means bankruptcy, failure to timely pay interest or principal, obligation acceleration, or default, or repudiation or restructuring of the reference debt obligation. There may be disputes between the buyer or seller of a credit default swap agreement or within the swaps market as a whole as to whether or not a credit event has occurred or what the payout should be which could result in litigation. In some instances where there is a dispute in the credit default swap market, a regional Determinations Committee set up by ISDA may make an official binding determination regarding the existence of credit events with respect to the reference debt obligation of a credit default swap agreement or, in the case of a credit default swap on an index, with respect to a component of the index underlying the credit default swap agreement. In the case of a credit default swap on an index, the existence of a credit event is determined according to the index methodology, which may in turn refer to determinations made by ISDAs Determinations Committees with respect to particular components of the index. ISDAs Determination Committees are comprised principally of dealers in the OTC derivatives markets which may have a conflicting interest in the determination regarding the existence of a particular credit event. In addition, in the sovereign debt market, a credit default swap agreement may not provide the protection generally anticipated because the government issuer of the sovereign debt instruments may be able to restructure or renegotiate the debt in such a manner as to avoid triggering a credit event. Moreover, (1) sovereign debt obligations may not incorporate common, commercially acceptable provisions, such as collective action clauses, or (2) the negotiated restructuring of the sovereign debt may be deemed non-mandatory on all holders. As a result, the Determination Committee might then not be able to determine, or may be able to avoid having to determine, that a credit event under the credit default agreement has occurred. For these and other reasons, the buyer of protection in a credit default swap agreement is subject to the risk that certain occurrences, such as particular restructuring events affecting the value of the underlying reference debt obligation, or the restructuring of sovereign debt, may not be deemed credit events under the credit default swap agreement. Therefore, if the credit default swap was purchased as a hedge or to take advantage of an anticipated increase in the value of credit protection for the underlying reference obligation, it may not provide any hedging benefit or otherwise increase in value as anticipated. Similarly, the seller of protection in a credit default swap agreement is subject to the risk that certain occurrences may be deemed to be credit events under the credit default swap agreement, even if these occurrences do not adversely impact the value or creditworthiness of the underlying reference debt obligation. Interest Rate Swaps. An interest rate swap is an agreement between two parties to exchange interest note payment obligations. Typically, one interest rate is fixed to maturity while the other interest rate changes in accordance with changes in a designated interest rate benchmark (for example, LIBOR, prime rate, commercial paper rate, or other benchmarks). By swapping fixed interest rate payments for floating payments, an interest rate swap can be used to hedge interest rate risk. Each partys payment obligation under an interest rate swap is determined by reference to a specified notional amount of money. Payments of the notional amount of the swap agreement generally are not exchanged. In addition, interest rate swaps generally do not involve the delivery of securities, other underlying assets, or principal amounts. Accordingly, barring swap counterparty default, the risk of loss in an interest rate swap is limited to the net amount of interest payments that the fund is obligated to make or receive (as applicable), as well as any early termination payment payable by or to the fund upon early termination of the swap. By swapping fixed interest payments for floating payments, an interest rate swap can be used to increase or decrease the funds exposure to various interest rates, including hedge interest rate risk. Interest rate swaps are generally used to permit the party seeking a floating rate obligation the opportunity to acquire such obligation at a rate lower than is directly available in the credit markets, while permitting the party desiring a fixed-rate obligation the opportunity to acquire such a fixed-rate obligation, also frequently at a rate lower

TIFF Investment Program Statement of Additional Information than is directly available in the credit markets. The success of such a transaction depends in large part on the availability of fixed-rate obligations at interest (or coupon) rates low enough to cover the costs involved. Currency Swaps. A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential among them. For example, a currency swap may involve the exchange of payments in a foreign currency for payments in US dollars. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. A fund may also enter into currency swaps on a net basis, which means the two different currency payment streams are converted and netted out to a single cash payment in just one of the currencies. For example, a fund may use a currency swap to hedge the interest payments and principal amount of a debt obligation denominated in a foreign currency by entering into a cross currency swap whereby the fund would make payments in the foreign currency and receive payments in US dollars. Or, the fund may utilize a currency swap to gain exposure to foreign currencies and foreign interest rates by making payments in US dollars and receiving payments in foreign currency. Commodity Swaps. MAF may enter into commodity swap contracts to gain exposure to commodity markets without owning or taking physical custody of commodities. Commodity swaps may also be used for hedging purposes or to seek to increase total return. A funds ability to use commodity swaps may be limited by applicable federal tax rules, including because of the character of the income that may be earned by the fund. Some commodity swaps may generate income that would not be considered qualified income for purposes of a funds qualifying as a regulated investment company under the Internal Revenue Code. Other Instruments Convertible Securities. A convertible security is a fixed income security (a bond or preferred stock) which may be converted at a stated price into a certain quantity of the common stock of the same or a different issuer. Through their conversion feature, these securities provide an opportunity to participate in advances in the price of the common stock into which the security may be converted. Primary Risks. A convertible security entails market risk in that its market value depends in part on the price of the underlying common stock. Convertible securities also entail greater credit risk than the issuers non-convertible senior debt securities to which they are usually subordinated. Illiquid and Restricted Securities. Illiquid assets are investments that are difficult to sell at the price at which such assets are valued by the fund within seven days of the date of the decision to sell them. They may include: 1. OTC security options; 2. repurchase agreements, time deposits, and dollar roll transactions maturing in more than seven days; 3. loan participations; securities without readily available market quotations, including interests in private investment funds in which 4. MAF might invest; 5. certain swap transactions; and 6. certain restricted securities. Primary Risks. Due to the absence of an organized market for such securities, the market value of illiquid securities used in calculating fund net asset values for purchases and redemptions can diverge substantially from their true value. Illiquid securities are generally subject to legal or contractual restrictions on resale, and their forced liquidation to meet redemption requests could produce substantial losses. The staff of the SEC has taken the position that purchased OTC options on securities and the assets used as cover for written OTC options on securities are illiquid securities. Therefore, each funds investment policy

TIFF Investment Program Statement of Additional Information states that typically it will not purchase or sell OTC options on securities if, as a result of such transaction, the sum of (1) the market value of such OTC options currently outstanding held by the fund, (2) the market value of the underlying securities covered by OTC call options currently outstanding sold by the fund, and (3) margin deposits on the funds existing OTC options on futures contracts exceeds 15% of the net assets of the fund, taken at market value, together with all other assets of the fund that are considered illiquid. This policy as to OTC options on securities is not a fundamental policy of the funds and may be amended by the trustees of TIP without the approval of a funds members. However, TIP will not change or modify this policy prior to a change or modification by the SEC staff of its position. Acquired Funds. The funds may, subject to limitations, invest a portion of their assets in securities issued by other investment funds (acquired funds). Other Registered Investment Companies. A fund may invest in the shares of another registered investment company, including open-end mutual funds, exchange-traded funds (ETFs), and closed-end funds, to the maximum amount permitted by law, or any relevant SEC exemptive relief, rule, or interpretation. The funds will make such purchases only when no commission or profit beyond the customary brokers commission results. As a shareholder in a registered investment company, the fund will bear its ratable share of that investment companys expenses, including its advisory and administration fees. Most ETFs are registered investment companies that are traded, like individual stocks, on an exchange. They represent baskets of securities that usually seek to track the performance of certain indices, although certain ETFs may also be actively managed. The indices include broad-market indices as well as more specific indices, including those relating to particular sectors, countries, and regions. A fund may purchase or sell short ETF shares as an alternative to futures contracts, i.e., to obtain or reduce exposure to all or a portion of a securities market while maintaining flexibility to meet its liquidity needs. An investment in an ETF is subject to all of the risks of investing in the securities held by the ETF and have the same risks as investing in a closed-end fund, including the price of the funds shares quoted on an exchange may not reflect the net asset value of the securities held by the fund. In addition, because of the ability of large market participants to arbitrage price differences by purchasing or redeeming creation units, the difference between the market value and the net asset value of ETF shares should in most cases be small. An ETF may be terminated and need to liquidate its portfolio securities at a time when the prices for those securities are falling. Investments in closed-end funds may involve the payment of premiums above the net asset value of the issuers portfolio securities. These investments are subject to limitations under the 1940 Act and are constrained by market availability (e.g., closed-end investment companies do not offer to redeem their shares directly; they trade on the secondary market). The funds do not intend to invest in such investment companies unless, in TASs judgment, the potential benefits of such investments justify the payment of any applicable premium or commission. For instance, due to restrictions on direct investment by foreign entities in certain emerging market countries, purchasing shares of other investment companies may be the most practical or only manner in which the funds can invest in these markets. Private Investment Funds. TAS invests a portion of MAFs assets in securities issued by private investment funds. For example, TAS might elect to invest a portion of MAFs assets in an investment partnership whose manager TAS believes is especially skillful, but which is closed to new separate accounts, is unwilling to manage assets directly on the funds behalf, or whose services can be purchased indirectly at a lower cost by investment in securities issued by an existing partnership or other investment fund. Investments by a fund in a private investment fund are not subject to the limitations imposed under the 1940 Act on shares held by a mutual fund in other registered investment companies. The securities of a private investment company are generally illiquid, but may be deemed liquid in accordance with procedures approved by the TIP Board. To the extent such interests are illiquid, they will be subject to a funds 15% limitation on illiquid securities. Primary Risks. Funds that invest in an acquired fund bear their ratable share of expenses of the underlying acquired fund and are subject to management fees, including performance based fees typical in private

TIFF Investment Program Statement of Additional Information investment funds. These fees are reflected in the performance of the acquired fund. Because performance fees are based on the acquired funds performance, not the TIP funds, the TIP fund may pay performance fees even during a period when the TIP fund has a negative return. In addition, ETFs and closed-end funds are subject to the following risks that do not apply to conventional open-end mutual funds: (1) the market price of the funds shares may trade at a discount to the value of its underlying holdings; (2) an active trading market for such a funds shares may not develop or be maintained; and (3) trading in a funds shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. Portfolio Holdings Information. The TIP Board has adopted a policy governing the disclosure of a TIP funds holdings of portfolio securities (Portfolio Holdings Information). For purposes of this policy, Portfolio Holdings Information does not include information about a TIP funds derivative positions or Analytical Information. Analytical Information generally includes, without limitation, aggregate, composite or descriptive information relating to a TIP funds portfolio holdings that does not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading likely to have a material adverse effect on the TIP fund. As a general matter, it is the policy of TIP that no current or potential member or any third party shall be provided Portfolio Holdings Information on a preferential basis. The policy provides limited exceptions for the release of the information that reflect the legitimate business purposes of TIP, including the fact that the members of TIP are institutional investors that may have a need for Portfolio Holdings Information to assist them in their asset allocation decisions. The policy is designed to accommodate this goal in a manner that treats members equally and protects the members from the improper release of Portfolio Holdings Information. The policy applies to officers and trustees of TIP as well as employees of TIPs investment adviser, money managers, administrator, principal underwriter, and other service providers to TIP (each a Service Provider and together the Service Providers) who in the ordinary course of their activities come into possession of Portfolio Holdings Information of TIP. A TIP funds Portfolio Holdings Information shall be released only: (i) as required by applicable laws, rules, or regulations, including in shareholder reports, reports on Forms N-CSR and N-Q, or other such filings as may be required; (ii) on its website, updated monthly and accessible to all members equally, generally no earlier than the tenth business day after such months end; and (iii) pursuant to the policy. Certain Portfolio Holdings on the website may be reported in the aggregate, rather than on an individual basis, or otherwise in an abbreviated format. In limited instances, it may be appropriate for a TIP fund to selectively disclose its Portfolio Holdings Information prior to public dissemination of such information. The release of Portfolio Holdings Information with respect to a TIP fund to selected third parties in advance of its release to all members or the general public is permissible only when: (i) the TIP fund has a legitimate business purpose for the release of the information, such as, but not limited to, release to an approved Service Provider to a TIP fund or other legitimate business purposes as determined by the TIP CCO; (ii) it is in the best interests of the TIP funds members to release the information; (iii) the recipient of the Portfolio Holdings Information is subject to a duty of confidentiality pursuant to a signed Confidentiality Agreement or otherwise (which includes a duty not to trade on the information); and (iv) the release of the information would not otherwise violate the antifraud provisions of the federal securities laws or TIP or TASs fiduciary duties.

Brokerage Direction and Other Practices The debt securities in which TIP invests are traded primarily in the OTC market by dealers who usually are acting as principals for their own accounts. On occasion, securities may be purchased directly from the issuer. The cost of securities purchased from underwriters includes an underwriting commission or concession. Debt securities generally are traded on a net basis and normally do not involve either brokerage commissions or transfer taxes. The cost of executing transactions consists primarily of dealer spreads. The spread is not

TIFF Investment Program Statement of Additional Information included in the expenses of a fund and therefore is not subject to any expense cap; nevertheless, the incurrence of this spread, ignoring the other intended positive effects of the transaction, will decrease the total return of the fund. However, a fund will buy one asset and sell another only if TAS or the money managers believe it is advantageous to do so after considering the effects of the additional custodial charges and the spread on the funds total return. Since costs associated with transactions in foreign securities are usually higher than costs associated with transactions in domestic securities, MAFs operating expense ratios may be expected to be higher than those of an investment company investing exclusively in domestic securities. The selection of a broker or dealer to execute portfolio transactions for MAF is usually made by a money manager. TAS requires that each money manager seek to achieve best execution when executing portfolio transactions for MAF and that each money managers compliance program include an appropriate best execution policy. In executing portfolio transactions and selecting brokers or dealers, the principal objective therefore is to seek best execution (the best overall terms available to the fund under the circumstances), subject to specific directions from TIP or TAS. Securities ordinarily are purchased in their primary markets, and a money manager will consider all factors it deems relevant in assessing the best overall terms available for any transaction, including: 1. the breadth of the market in the security, 2. the price of the security, 3. the financial condition and execution capability of the broker or dealer, and 4. the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In addition, when selecting brokers or dealers TAS and the money managers are authorized to consider the brokerage and research services, as defined in Section 28(e) of the Securities Exchange Act of 1934, provided to the funds, to TAS, or to the money manager. TAS and the money managers may cause the funds to pay a commission to a broker or dealer who provides such brokerage and research services which is in excess of the commission another broker or dealer would have charged for effecting the transaction. TAS or the money manager, as appropriate, must determine in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided. Reasonableness will be viewed in terms of that particular transaction or in terms of all the accounts over which TAS or the money manager exercises investment discretion. Notwithstanding the foregoing, TAS generally disfavors soft dollar practices (defined as the receipt by TAS from a broker-dealer of research or other products or services produced by third-parties in exchange for the direction by TAS of client brokerage transactions to such broker-dealer and the payment by TAS for any service, whether or not research-related, through the use of soft dollars). Accordingly, TAS will not engage in soft dollar practices for its own account or for the benefit of any of its affiliates (including the funds) in portfolio transactions that it executes directly on behalf of the funds. Money managers are not precluded from engaging in soft dollar practices, although TAS requires that they comply with applicable SEC guidance regarding the use of soft dollars with respect to a fund and that each money managers compliance program include an appropriate soft dollar policy. TAS also requires that such managers comply with the requirements of Section 28(e) of the Securities Exchange Act of 1934 to the extent that such compliance is required by the 1940 Act and applicable SEC guidance thereunder. TASs investment staff and operations staff use reasonable due diligence in selecting counterparties used by TAS to effect securities transactions for the funds, including broker-dealers, prime brokers, futures commission merchants, and counterparties for OTC derivative transactions such as non-listed options, certain swaps, and structured notes. In selecting counterparties to effect securities transactions for the funds, TASs investment staff may consider, among other factors they deem appropriate: (i) each funds exposure to counterparties; (ii) the funds overall exposure to counterparties; (iii) a counterpartys creditworthiness and financial condition; (iv) the regulatory environment in which a counterparty operates; (v) their previous experience with a counterparty; (vi) whether a counterparty has the professional capability to provide the service for the particular type of

TIFF Investment Program Statement of Additional Information security; and (vii) the ability of a counterparty to provide an appropriate level of services to TAS in light of TASs business needs, including operational and settlement matters. With respect to the selection of broker-dealers and other counterparties (including futures commission merchants) and in effecting portfolio transactions with them, TASs primary consideration is to seek to obtain best execution (as discussed below). Situations in which TAS directly selects broker-dealers and other counterparties include (1) when transacting on behalf of STF (which currently is managed directly by TAS without any external money managers), and (2) when purchasing and selling for MAF securities and other instruments managed directly by TAS rather than through an external money manager, such as ETFs, derivatives, and Treasury obligations. TAS will select broker-dealers to execute such transactions. TASs objective in selecting broker-dealers and other counterparties (including futures commission merchants) and in effecting portfolio transactions with them is to seek to obtain the most favorable execution under the circumstances with respect to its accounts portfolio transactions (defined as best execution). The best net price, giving effect to brokerage commissions (if applicable), spreads, and other costs, is normally an important factor in this decision, but a number of other judgmental factors are considered as they are deemed relevant and the best net price may be outweighed by one or more of these other factors. The factors may include, but are not limited to: TASs knowledge of negotiated commission rates and spreads currently available (if applicable); the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security; confidentiality; the execution, clearance, and settlement capabilities, including its systems, facilities, and record-keeping, as well as the reputation and financial stability of the counterparty selected and others which are considered; TASs knowledge of actual or apparent operational or compliance problems of any counterparty; the counterpartys execution services rendered on a continuing basis and in other transactions and its experience in handling similar transactions; the reasonableness of any applicable spreads or commissions; or such other factors as TAS may determine to be relevant from time to time. TAS will endeavor to be aware of current charges of broker-dealers and to incur expenses for effecting portfolio transactions to the extent consistent with the interests and policies of the funds. However, TAS will not select broker-dealers solely on the basis of posted commission rates or other execution costs nor always seek in advance competitive bidding for the most favorable commission rate or other execution cost applicable to any particular portfolio transaction. Although TAS generally seeks competitive commission rates and other execution costs, it will not necessarily pay the lowest commission or commission equivalent. Transactions of the type that TAS directs may involve specialized services on the part of the broker-dealer involved resulting in higher commissions or their equivalents than would be the case with transactions requiring more routine services. For each year ended December 31, the funds paid brokerage commissions as follows:

2016 2015 2014 MAF $ 4,146,503 $ 4,450,755 $ 5,215,812 STF $ 0 $ 0 $ 0 The amount of brokerage commissions paid by MAF during 2016 did not differ materially from the amount paid during 2015. The funds brokerage commissions declined in 2015 compared to 2014, notwithstanding an increase in the number of trades, as a result of lower pricing achieved by the funds money managers.

TIFF Investment Program Statement of Additional Information The following chart shows the value of TIPs aggregate holdings of securities by issuer of TIPs regular brokers or dealers (as defined in the 1940 Act) as of December 31, 2016.

MAF J.P. Morgan Chase & Co., Inc. $ 36,294,523 Citigroup, Inc. 14,903,618 Barclays Bank PLC 8,317,366 Wells Fargo Securities, LLC 3,344,075 UBS AG 826,518 Morgan Stanley & Co., Inc. 591,204 Deutsche Bank 86,213 State Street Bank & Trust Co. 0 STF State Street Bank & Trust Co. $ 0

Cybersecurity Risk The fund, its service providers, and other market participants depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the fund and its shareholders, despite the efforts of the fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. For example, the fund, and its service providers, may be susceptible to operational and information security risks resulting from cyber incidents. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures or breaches by the funds adviser, and other service providers (including, but not limited to, fund accountants, custodians, sub-advisers, transfer agents and administrators), and the issuers of securities in which the fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the funds ability to calculate its net asset value, impediments to trading, the inability of fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the fund and its service providers have established business continuity plans in the event of, and systems designed to reduce the risks associated with, such cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. In addition, power or communications outages, acts of God, information technology equipment malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology and communication systems and processes, impacting the ability to conduct a funds operations. The fund cannot control the cyber security plans and systems put in place by service providers to the fund and issuers in which the fund invests. The funds and their members could be negatively impacted as a result.

TIFF Investment Program Statement of Additional Information

Tax Considerations The following is a summary of certain additional tax considerations generally affecting a fund (sometimes referred to as the fund) and its members that are not described in the prospectus. No attempt is made to present a detailed explanation of the tax treatment of the fund or its members, and the discussion here and in the prospectus is not intended as a substitute for careful tax planning. This Tax Considerations section is based on the Internal Revenue Code (the Code) and applicable regulations in effect on the date of this statement of additional information. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the fund and its members. Any of these changes or court decisions may have a retroactive effect. This is for general information only and is not tax advice. All members should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them. Regulated Investment Company Requirements. The fund has elected and intends to qualify each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC, or fund) under Subchapter M of the Code. If the fund so qualifies, the fund will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to members. In order to qualify for treatment as a regulated investment company, the fund must satisfy the following requirements: Distribution Requirement the fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the fund after the close of its taxable year that are treated as made during such taxable year). Income Requirement the fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). Asset Diversification Test the fund must satisfy the following asset diversification test at the close of each quarter of the funds tax year: (1) at least 50% of the value of the funds assets must consist of cash and cash items, US government securities, securities of other regulated investment companies, and securities of other issuers (as to which the fund has not invested more than 5% of the value of the funds total assets in securities of an issuer and as to which the fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the funds total assets may be invested in the securities of any one issuer (other than US government securities and securities of other regulated investment companies) or of two or more issuers which the fund controls and which are engaged in the same or similar trades or businesses, or, in the securities of one or more QPTPs. In some circumstances, the character and timing of income realized by the fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to such type of investment may adversely affect the funds ability to satisfy these requirements. See, Portfolio Transactions below with respect to the application of these requirements to certain types of investments. In other circumstances, the fund may be required to

TIFF Investment Program Statement of Additional Information sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the funds income and performance. If for any taxable year the fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to members, and the dividends would be taxable to the members as ordinary income (or possibly as qualified dividend income) to the extent of the funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the funds income and performance. Subject to savings provisions for certain failures to satisfy the Income Requirement or Asset Diversification Test, which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the fund may be subject to a monetary sanction of $50,000 or more. Moreover, the TIP Board reserves the right not to maintain the qualification of the fund as a regulated investment company if it determines such a course of action to be beneficial to members. Capital Loss Carryovers. The capital losses of the fund, if any, do not flow through to members. Rather, the fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to members such gains that are offset by the losses. Rules similar to those that apply to capital loss carryovers of individuals apply to RICs. Thus, if the fund has a net capital loss (that is, capital losses in excess of capital gains), the excess (if any) of the funds net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the funds next taxable year, and the excess (if any) of the funds net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the funds next taxable year. Any such net capital losses of the fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the fund in succeeding taxable years. Deferral of Late Year Losses. The fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the funds taxable income, net capital gain, net short- term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing fund distributions for any calendar year (see, Taxation of Fund Distributions-Distributions of Capital Gains below). A qualified late year loss includes: any net capital loss incurred after October 31 of the current taxable year, or, if there is no loss, any net (i) long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October losses), and the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, (ii) of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary income mean other ordinary losses and income that are not described in the preceding sentence. Special rules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes. Undistributed Capital Gains. The fund may retain or distribute to members its net capital gain for each taxable year. The fund currently intends to distribute net capital gains. If the fund elects to retain its net capital gain, the fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the fund elects to retain its net capital gain, it is expected that the fund also will elect to have members treated as if each received a distribution of its pro rata share of such gain, with the result that each member will be required to report its pro rata share of such gain on

TIFF Investment Program Statement of Additional Information its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit. Federal Excise Tax. To avoid a 4% non-deductible excise tax, the fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year that is after the beginning of the funds taxable year. Also, the fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar year after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the fund intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the fund having to pay an excise tax. Foreign Income Tax. Investment income received by the fund from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the fund. The United States has entered into tax treaties with many foreign countries, which entitle the fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the funds assets to be invested in various countries is not known. Under certain circumstances, the fund may elect to pass-through foreign taxes paid by the fund to members, although it reserves the right not to do so. If the fund makes such an election and obtains a refund of foreign taxes paid by the fund in a prior year, the fund may be eligible to reduce the amount of foreign taxes reported by the fund to its members, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. Backup Withholding. By law, the fund may be required to withhold a portion of your taxable dividends and sales proceeds unless you: provide your correct social security or taxpayer identification number, certify that this number is correct, certify that you are not subject to backup withholding, and certify that you are a US person (including a US resident alien). The fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the members US federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. Non-US Investors. Fund shares are generally not sold outside the United States. Non-US investors should be aware that US withholding at a 30% or lower treaty tax rate, special tax certification requirements to avoid US backup withholding and claim any treaty benefits, and US estate taxes may apply to any investment in a fund.

TIFF Investment Program Statement of Additional Information Foreign Account Tax Compliance Act (FATCA). Under FATCA, the fund will be required to withhold a 30% tax on the following payments or distributions made by the fund to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE), that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the US Department of the Treasury of US-owned foreign investment accounts: (a) income dividends, and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of fund shares. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by US persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial US persons as owners or (ii) if it does have such owners, reporting information relating to them. The US Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of US Treasury regulations. Effect of Future Legislation; Local Tax Considerations. The foregoing general discussion of US federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for US federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each members particular situation. Non-US members may be subject to US tax rules that differ significantly from those summarized above. Members are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the fund. Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund and, in turn, affect the amount, character and timing of dividends and distributions payable by the fund to its members. This section should be read in conjunction with the sections above for a detailed description of the various types of securities and investment techniques that apply to the fund. In General. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses. The funds use of derivatives may be limited by the requirements for taxation of the fund as a regulated investment company (See, Regulated Investment Company Requirements above). Certain Fixed-Income Investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount which accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount which accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to members before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.

TIFF Investment Program Statement of Additional Information Investments in Debt Obligations that are at Risk of or in Default Present Tax Issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company. Options, Futures, Forward Contracts, Swap Agreements and Hedging Transactions. In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put option written by it, the fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund generally will recognize short-term gain equal to the premium received. The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by the fund on US exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement. In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to members. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax. Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a

TIFF Investment Program Statement of Additional Information regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax- exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. Foreign Currency Transactions. A funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a funds ordinary income distributions to you, and may cause some or all of the funds previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital. PFIC Investments. A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. A PFIC is defined as any foreign corporation in which either: (i) 75% or more of its gross income for the taxable year is passive income; or (ii) 50% or more of its assets (by value) produce passive income. Passive income includes most of the types of income subject to current taxation under the controlled foreign corporation rules (other than certain sales and service income). Once a security qualifies as a PFIC, it will be classified as a PFIC in subsequent years, regardless of whether or not it satisfies either of the qualifications. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a fund. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the fund to make a mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the fund may be subject to US federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its members. Additional charges in the nature of interest may be imposed on a fund in respect of deferred taxes arising from such distributions or gains. Investments in US Real Estate Investment Trusts (REITs). A US REIT is not subject to federal income tax on the income and gains it distributes to members. Dividends paid by a US REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the US REITs current and accumulated earnings and profits. Capital gain dividends paid by a US REIT to a fund will be treated as long-term capital gains by the fund and, in turn, may be distributed by the fund to its members as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity US REITs cash flow may exceed its taxable income. The equity US REIT, and in turn a fund, may distribute this excess cash to members in the form of a return of capital distribution. However, if a US REIT is operated in a manner that fails to qualify as a REIT, an investment in the US REIT would become subject to double taxation, meaning the taxable income of the US REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to members and the dividends would be taxable to members as ordinary income (or possibly as qualified dividend income) to the extent of the US REITs current and accumulated earnings and profits. Investment in Non-US REITs. While non-US REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-US REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-US REIT is located. A funds pro rata share of any such taxes will reduce the funds return on its investment. A funds investment in a non-US REIT may be considered an

TIFF Investment Program Statement of Additional Information investment in a PFIC, as discussed above in PFIC investments. Additionally, foreign withholding taxes on distributions from the non-US REIT may be reduced or eliminated under certain tax treaties, as discussed above in Regulated Investment Company Requirements Foreign Income Tax. Also, a fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-US REIT under rules similar to those in the United States, which tax foreign persons on gain realized from dispositions of interests in US real estate. Investments in Partnerships and QPTPs. For purposes of the Income Requirement, income derived by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See, Regulated Investment Company Requirements. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the fund being subject to state, local or foreign income, franchise or withholding tax liabilities. Investments in Commodities Structured Notes. Gains from the disposition of commodities, including precious metals, will neither be considered qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for purposes of satisfying the Asset Diversification Test. See, Regulated Investment Company Requirements. The IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. In a subsequent revenue ruling, as well as in a number of follow-on private letter rulings (upon which only the fund that received the private letter ruling may rely), the IRS provided that income from certain alternative investments which create commodity exposure, such as certain commodity index-linked or structured notes, may be considered qualifying income under the Code. In September 2016, the IRS announced that it will no longer issue private letter rulings on questions relating to the treatment of a corporation as a RIC that require a determination of whether a financial instrument or position is a security under section 2(a)(36) of the 1940 Act. This caused the IRS to consider revoking any rulings that required such a determination, some of which have been revoked prospectively as of a date agreed upon with the IRS. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a RIC. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for US tax purposes, the fund could fail to qualify as a RIC and thus be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to members as dividend income. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect. Investments in Convertible Securities. Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the

TIFF Investment Program Statement of Additional Information debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles. Securities Lending. While securities are loaned out by a fund, the fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will not qualify for the reduced rate of taxation for individuals on qualified dividends. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to members. Investments in Securities of Uncertain Tax Character. A fund may invest in securities the US federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a fund, it could affect the timing or character of income recognized by the fund, requiring the fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code. Reportable Transactions. Under Treasury regulations, if a member recognizes a loss with respect to the funds shares of $2 million or more for an individual member or $10 million or more for a corporate member (or certain greater amounts over a combination of years), the member must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Members should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances. THIS DISCUSSION IS GENERALLY APPLICABLE WITH RESPECT TO MEMBERS WHO ARE NOT SUBJECT TO FEDERAL INCOME TAXATION. Debt-Financed Shares. If a member that is exempt from federal income taxation under Code section 501(a) incurs indebtedness in connection with, or as a result of, its acquisition of fund shares, the shares may be treated as debt-financed property under the Code. In such event, part of all of any income or gain derived from the members investment in those shares could constitute unrelated business taxable income. Unrelated business taxable income in excess of $1,000 in any year is taxable and will require a member to file a federal income tax return on Form 990-T. THIS DISCUSSION OF THE TAXATION OF FUND DISTRIBUTIONS IS GENERALLY APPLICABLE WITH RESPECT TO MEMBERS WHO ARE SUBJECT TO FEDERAL INCOME TAXATION. Taxation of Fund Distributions. The fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the fund will be treated in the manner described below regardless of whether such distributions are paid in cash or reinvested in additional shares of the fund (or of another fund). Reinvested dividends will increase the members cost basis in the fund by an amount equal to the net asset value of the shares received on the reinvestment date. The fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year. Portfolio Turnover. For investors that hold their fund shares in a taxable account and are not exempt from federal income taxation, a high portfolio turnover rate may result in higher taxes. This is because a fund with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely

TIFF Investment Program Statement of Additional Information to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the funds after-tax performance. See, Distributions of Capital Gains below. Distributions of Net Investment Income. The fund receives ordinary income generally in the form of dividends and/or interest on its investments. The fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the fund, constitutes the funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the funds earnings and profits. In the case of a fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates. See the discussion below under the heading, Qualified Dividend Income for Individuals. Distributions of Capital Gains. The fund may derive capital gain and loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions paid from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the fund. Any net short-term or long-term capital gain realized by the fund (net of any capital loss carryovers) generally will be distributed once each year and may be distributed more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the fund. Returns of Capital. Distributions by the fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the members tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the members tax basis in his fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the member for federal income tax purposes on the later sale of such fund shares. Return of capital distributions can occur for a number of reasons including, among others, the fund over-estimates the income to be received from certain investments such as those classified as partnerships or equity REITs (see, Portfolio Transactions Investments in US Real Estate Investment Trusts). The fund is required to inform members when a distribution is made from a source other than undistributed net investment income. During the year, the fund may report to members that all or a portion of a distribution constitutes a return of capital. Such notices distributed during the year are based on accounting treatment, which may differ from tax treatment. The fund will report on Form 1099 each year the tax treatment of the funds distributions. The tax treatment of the funds distributions can only be determined after year-end, and will likely differ from the information provided during the year due to the differences between accounting rules and tax regulations. The funds typically file for an extension of the deadline for distributing Forms 1099 and, as a result, such forms are normally distributed to members in March. Qualified Dividend Income for Individuals. Ordinary income dividends reported by the fund to members as derived from qualified dividend income will be taxed for federal income purposes in the hands of individuals and other noncorporate members at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the fund and the investor must meet certain holding period requirements to qualify fund dividends for this treatment. Specifically, the fund must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their fund shares for at least 61 days during the 121-day period beginning 60 days before the fund distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, US REITs, PFICs, and

TIFF Investment Program Statement of Additional Information income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the fund is equal to or greater than 95% of the funds gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the fund will be qualifying dividend income. Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities. At the time of your purchase of shares, the funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend income), capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as an individual retirement account. The fund may be able to reduce the amount of such distributions from capital gains by utilizing its capital loss carryovers, if any. Pass-Through of Foreign Tax Credits. If more than 50% of the funds total assets at the end of a fiscal year is invested in foreign securities, the fund may elect to pass through to you your pro rata share of foreign taxes paid by the fund. If this election is made, the fund may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your US federal income tax (subject to limitations for certain members). The fund will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign tax may be claimed by an individual taxpayer who does not itemize deductions or who is subject to the alternative minimum tax. Members may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the fund due to certain limitations that may apply. The fund reserves the right not to pass through to its members the amount of foreign income taxes paid by the fund. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass through, if any, of foreign tax credits to members. See, Portfolio Transactions Securities Lending above. U.S. government securities. Income earned on certain US government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the US government, subject in some states to minimum investment or reporting requirements that must be met by the fund. Income on investments by the fund in certain other obligations, such as repurchase agreements collateralized by U.S. government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. Dividends Declared in December and Paid in January. Ordinarily, members are required to take distributions by the fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to members of record on a specified date in such a month will be deemed to have been received by the members (and made by the fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Members will be advised annually as to the US federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS. Medicare Tax. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the fund and net gains from redemptions or other taxable dispositions of fund shares, reduced by the deductions properly allocable to such income. In the case of an individual taxpayer, the tax will be imposed on the lesser of (1) the members net investment income or (2) the amount by which the members modified adjusted gross income exceeds $250,000 (if the member is married and filing jointly or a surviving spouse), $125,000 (if the member is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by the member on, and paid with, the members federal income tax return. Net investment income does not include exempt-interest dividends.

TIFF Investment Program Statement of Additional Information Sales, Exchanges and Redemptions of Fund Shares. Sales, exchanges and redemptions (including redemptions in kind) of fund shares are taxable transactions for federal and state income tax purposes. If you redeem your fund shares, the IRS requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be a capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Any redemption fees you incur on shares redeemed will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of an individual taxpayer, $3,000 of ordinary income. Tax Basis Information. The fund is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the fund (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting may be provided but is not required for certain members, including members investing in the fund through a tax-advantaged retirement account, such as an individual retirement account, or members exempt from federal income taxation under 501(a) of the Code. Wash Sales. All or a portion of any loss that you realize on a redemption of your fund shares will be disallowed to the extent that you buy other shares in the fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares. Redemptions at a Loss Within Six Months of Purchase. Any loss incurred on a redemption or exchange of shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the fund on those shares.

Member Information Member Account Records. State Street, TIPs transfer agent, maintains an account for each member upon which the registration and transfer of shares are recorded. Any transfers are reflected by bookkeeping entry, without physical delivery. Certificates representing shares of a particular fund normally will not be issued to members. Written confirmations of purchases or redemptions are provided to each member. Members also receive monthly account statements, which reflect share balances, as well as transaction activity for the period. Requests That Must Be in Writing. TIP will require that a member provide requests in writing from an authorized person accompanied by a valid original signature guarantee by a qualified institution when changing certain information on an account, including wiring instructions. TIP, TAS and State Street will not be responsible for confirming the validity of written requests. Initial Investment. Organizations seeking to invest through TIP must complete an account application, available through TIFF Member Services. Members must also submit proof of their tax exempt status or other documentation as may be requested to document the organizations eligibility to invest. The completed application and all requested information should be submitted to TIFF Member Services for acceptance before funds are wired to TIP. Detailed wiring instructions are provided on the account application. TIFF Member Services will advise the member when the new account has been established. Sub-Accounts. Certain members may from time to time have the need for multiple TIP accounts (in the same name and tax identification number) for administrative or other purposes, referred to as sub-accounts. Members wishing to establish sub-accounts should contact TIFF Member Services for additional information due to certain restrictions in place, such as the permissible number of sub-accounts and minimum investment requirements. Generally, however, each sub-account should maintain a minimum balance of $25,000 and, for MAF members, the aggregate balance of all sub-accounts will be subject to the $1,000,000 minimum total account balance requirement. The number of sub-accounts that a member may establish will generally be limited to three, although this maximum number of sub-accounts may be waived at TAS or TIPs discretion, in which case a fee for each additional sub-account may be charged. If a members balance in a sub-account falls below $25,000 as a result of share redemptions, market movements, or otherwise, TIFF

TIFF Investment Program Statement of Additional Information Member Services may send a notice to the member to restore the sub-account to at least $25,000 or close it. If the member does not take action within 100 days, the members shares may be redeemed and the proceeds sent to the wiring instructions on file for the member. Accounts involuntarily redeemed due to a low balance will not be assessed the exit fee customarily assessed on redemptions from MAF. Eligibility Information. Because of the nature of performance-based fee arrangements utilized by MAF, shares of the fund are available only to members that meet the definition of qualified client set forth in Rule 205-3 under the Investment Advisers Act of 1940, as amended. Members who meet this eligibility requirement are called qualified clients. Prospective members will be required to certify that they meet the definition of qualified client or otherwise demonstrate their eligibility to invest in MAF. In addition, MAF members may be requested to re- certify or demonstrate their status as qualified clients from time to time while they remain members of MAF. Any attempted transfer, including by gift or bequest, to a person who is not a qualified client will be void and the intended recipient will acquire no rights in the shares sought to be transferred. Subsequent Investments. Organizations may make additional purchases in existing accounts or increase the number of funds in which they invest. Restrictions may apply to subsequent investments into sub-accounts, such as minimum investment requirements. To ensure that a transaction can occur on the date preferred by the organization, TIFF Member Services should be provided with as much advance notice as possible. Under certain circumstances, a member organization may be asked to verify or supplement the information in the account application that is on file in connection with subsequent investments. Additional Redemption Options. Members wishing to adopt a fixed dollar amount or percentage periodic redemption plan should contact TIFF Member Services to arrange for such specific redemptions. Proceeds of redeemed shares generally will be wire transferred to the banking instructions on file for the members account. Standing order redemptions will be subject to fund exit fees, if applicable. Instructions for standing order redemptions from MAF should include information about whether the redemption should be made gross or net of the applicable exit fee. Members interested in establishing a standing order redemption plan should review information in the prospectus. See Redemptions Not Subject to Exit Fee; Systematic Withdrawal Plan in the prospectus to determine whether such a plan would meet the members needs. Withdrawals under the systematic withdrawal plan are limited and subject to certain conditions and may not be appropriate for all members, especially for those that wish to withdraw more than the amount permitted under the systematic withdrawal plan or that prefer to receive their dividends and distributions in cash. Member Voting Rights and Procedures. Each member has one vote in trustee elections and on other matters submitted to members for their vote for each dollar of net asset value held by the member. Matters to be acted upon affecting a particular fund, including approval of the advisory agreements with TAS and the submission of changes to fundamental investment policies of a fund, will require the affirmative vote of a majority of the member votes of the fund (as provided in the 1940 Act) cast at a meeting at which a quorum is present. The election of TIPs Board is voted upon by members on a TIP-wide basis. Board members are elected by plurality vote (i.e., those receiving the greatest number of affirmative votes). TIP is not required to hold annual member meetings. Member approval will be sought only for certain changes in TIPs or a funds operations and for the election of trustees under certain circumstances. Members may remove trustees at a special meeting. A special meeting of TIP to elect Trustees shall be called by the trustees upon written request of members holding at least 10% of the votes entitled to be cast at such meeting. Financial Reports. Members receive semi-annual unaudited financial statements and annual audited financial statements. Members may also receive additional reports concerning TIP or its money managers from TAS.

Determination of Net Asset Value Business Days. Currently, there are 11 holidays during the year on which TIP will not be open for business: New Years Day, Dr. Martin Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Columbus Day, Veterans Day, Thanksgiving and Christmas. TIP will not accept purchase or redemption orders on these holidays, or on any other day the New York Stock Exchange (NYSE) and/or the Federal Reserve Bank of New York are closed, or the funds are closed as permitted or ordered by the SEC.

TIFF Investment Program Statement of Additional Information Net Asset Value. The net asset value (NAV) per share is determined by dividing the total market value of each funds investments and other assets, less any liabilities, by the total number of outstanding shares and adjusting to the nearest cent. Net asset value per share is determined as of the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time) on each business day of the funds. NAV may be calculated earlier if the NYSE is closed early (as it typically is before certain or after certain holidays), trading on the NYSE is restricted, the Federal Reserve Bank of New York closes, or as otherwise permitted by the SEC. Calculating an Individual Securitys Value. Generally, the following valuation policies are applied to securities for which market quotations are readily available. Securities listed on a securities exchange or traded on the National Association of Securities Dealers National Market System (NASDAQ) for which market quotations are readily available are valued at their last quoted sales price on the principal exchange on which they are traded or at the NASDAQ official closing price, respectively, on the valuation date or, if there is no such reported sale on the valuation date, at the most recently quoted bid price, or asked price in the case of securities sold short. Debt securities are valued at prices that reflect broker/dealer-supplied valuations or are obtained from independent pricing services, which consider such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. OTC stocks not quoted on NASDAQ and foreign stocks that are traded OTC are normally valued at prices supplied by independent pricing services if those prices are deemed representative of market values at the close of the first session of the NYSE. Short-term debt securities having a remaining maturity of 60 days or less are valued at amortized cost, which approximates fair value, and short-term debt securities having a remaining maturity of greater than 60 days are valued at their market value. Exchange-traded and OTC options and futures contracts are valued at the last posted settlement price or, if there were no sales that day for a particular position, at the closing bid price (closing ask price in the case of open short future and written option sales contracts). Forward foreign currency exchange contracts are valued at their respective fair market values. Investments in other open-end funds or trusts are valued at their closing net asset value per share on valuation date, which represents their redeemable value. TIP has established a pricing hierarchy to determine the order of pricing sources utilized in valuing its portfolio holdings. The pricing hierarchy has been approved by the TIP Board. MAF employs a daily fair value model to adjust prices to reflect events affecting the values of certain portfolio securities that occur between the close of trading on the principal market for such securities (foreign exchanges and OTC markets) and the time at which net asset value of the fund is determined. If the funds valuation committee believes that a particular event would materially affect net asset value, further adjustment is considered. MAF invests in private investment funds that pursue certain alternative investment strategies. Private investment fund interests held by MAF are generally not securities for which market quotations are readily available. Rather, such interests generally can be sold back to the private investment fund only at specified intervals or on specified dates. The TIP board of trustees has approved valuation procedures pursuant to which MAF values its interests in private investment funds at fair value. If a private investment fund does not provide a value to MAF on a timely basis, MAF determines the fair value of that private investment fund based on the most recent estimated value provided by the management of the private investment fund, as well as any other relevant information reasonably available at the time MAF values its portfolio including, for example, total returns of indices or exchange-traded funds that track markets to which the private investment fund may be exposed. The fair values of the private investment funds are based on available information and do not necessarily represent the amounts that might ultimately be realized, which depend on future circumstances and cannot be reasonably determined until the investment is actually liquidated. Fair value is intended to represent a good faith approximation of the amount that MAF could reasonably expect to receive from the private investment fund if MAFs interest in the private investment fund was sold at the time of valuation, based on information reasonably available at the time valuation is made and that MAF believes is reliable. Other securities for which market quotations are not readily available or for which available prices are deemed unreliable are valued at their fair value as determined in good faith under procedures established by

TIFF Investment Program Statement of Additional Information TIPs board of trustees. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuers financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant. For purposes of calculating net asset value per share, all assets and liabilities initially expressed in foreign currencies are converted into US dollars at the mean price of such currencies against US dollars as provided by an independent pricing supplier.

Additional Service Providers Administrator. State Street Bank and Trust Company (State Street), One Lincoln Street, Boston, MA 02111, serves as the custodian, administrator, and transfer agent. As custodian, State Street may employ sub-custodians outside the United States. Futures Contract Custodians. Goldman Sachs & Co. (Goldman), 85 Broad Street, New York, New York 10004, is a futures commission merchant and serves as custodian of TIPs assets maintained in connection with futures contracts pursuant to Rule 17f-6 under the 1940 Act. This relationship was established in 2008 and Goldman receives no compensation for maintaining custody of assets (other than brokerage or commission charges for executing futures contracts). J.P. Morgan Clearing Corp. (JPM), 383 Madison Avenue, New York, New York, 10179 is a futures commission merchant and serves as custodian of TIPs assets maintained in connection with futures contracts pursuant to Rule 17f-6 under the 1940 Act. This relationship was established in 2006 with Bear Stearns Securities Corp, predecessor to JPM, and JPM receives no compensation for maintaining custody of assets (other than brokerage or commission charges for executing futures contracts). Barclays Capital, Inc. (Barclays), 200 Park Avenue, New York, New York 10166, is a futures commission merchant and serves as custodian of TIPs assets maintained in connection with futures contracts pursuant to Rule 17f-6 under the 1940 Act. This relationship was established in 2008 and Barclays receives no compensation for maintaining custody of assets (other than brokerage or commission charges for executing futures contracts).

Morgan Stanley & Co. LLC (Morgan Stanley), One New York Plaza, 7th Floor, New York, New York 10004, is a futures commission merchant and serves as custodian of TIPs assets maintained in connection with futures contracts pursuant to Rule 17f-6 under the 1940 Act. This relationship was established in 2011 and Morgan Stanley receives no compensation for maintaining custody of assets (other than brokerage or commission charges for executing futures contracts). Legal Counsel. Stradley Ronon Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania 19103, is TIPs legal counsel, for which it is compensated directly by TIP. Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, Pennsylvania 19103, serves as TIPs independent registered public accounting firm. Ernst & Young LLP, One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania 19103, previously served as TIPs independent registered public accounting firm through December 31, 2015.

TIFF Investment Program Statement of Additional Information

Financial Statements The funds audited Financial Statements, including the Financial Highlights, for the year ended December 31, 2016, appearing in the annual report to members and the report thereon of PricewaterhouseCoopers LLP, independent registered public accounting firm during the fiscal year ended December 31, 2016, appearing therein, are hereby incorporated by reference in this SAI.

Description of Indices Overview. This section describes the various indices referenced in the prospectus and SAI. The indices described below will be used to gauge the performance of individual funds and individual money managers, with certain money managers fees tied directly to the money managers returns relative to the returns produced by their respective indices (hereinafter referred to as benchmarks). The following information with respect to each index has been supplied by the respective preparer of the index or has been obtained from other publicly available information. Explanation of How Indices Will Be Used. The table below denotes the index relevant to those money managers whose compensation will be tied to their relative performance. As shown, in some cases the money managers have comparative indices different than the overall benchmark of the funds.

Fund/Money Manager Index Multi-Asset Fund CPI+5% and MAF Constructed Index (described in prospectus) AJO, LP S&P 500 Index, MSCI Emerging Markets Small Cap Index Amundi Smith Breeden, LLC 1-month LIBOR (plus a designated spread) Glenhill Capital Advisors, LLC Russell 3000 Total Return Index Green Court Capital Management Limited CSI 300 Index 50% MSCI All Country World Index (net dividends reinvested) and Hosking Partners LLP 50% MSCI All Country World Index (gross dividends reinvested) Marathon Asset Management, LLP MSCI Emerging Markets Index; MSCI EAFE Index Mission Value Partners, LLC CPI (plus a designated spread) Shapiro Capital Management LLC Russell 2000 Index TB Alternative Assets Ltd. 50% MSCI China Index and 50% CSI 300 Index The intent of performance-based fee arrangements entailing benchmarks that are narrower than the overall benchmark for MAF is to compensate managers fairly based on their performance relative to benchmarks that reflect adequately their particular focus and investment disciplines. For example, although MAFs overall benchmarks are CPI+5% and the MAF Constructed Index, Shapiro Capital Management invests substantially all of its segment of the fund in small capitalization equity securities, and it is both fairer to this money manager and in MAFs best interests to tie this money managers fees to its performance relative to Russell 2000 Index rather than to the CPI+5% or the MAF Constructed Index. Although compensating managers based on their performance relative to performance benchmarks that are narrower than those of MAF may mean that some managers will receive relatively high fees even if MAF underperforms its overall benchmarks, careful structuring of fee arrangements and careful allocation of assets among money managers can reduce the probabilities that the fund will fail to meet its performance objective. Explanation of Capitalization Weighting. Several of the indices described below are capitalization weighted. Capitalization weighting is a method of weighting each component security in an index by its market value (also commonly referred to as capitalization) so that it will influence the index in proportion to its respective size. The price of any stock multiplied by the number of shares outstanding gives the current market value for that particular issue. This market value determines the relative importance of the security. Market values for individual stocks are added together to obtain their group market value. With respect to

TIFF Investment Program Statement of Additional Information fixed income indices, the term capitalization weighting is seldom used, but the method used to prepare such indices resembles capitalization weighting in the sense that each issues weighting in the index reflects the total outstanding market value of that issue as of the measurement date. This method is sometimes referred to as market value weighting. Multi-Asset Fund Benchmarks. MAF seeks to achieve a total return (price appreciation plus dividends and interest income) net of expenses that, over a majority of market cycles, exceeds inflation, as measured by the Consumer Price Index, plus 5% per annum. The Consumer Price Index is a widely recognized measure of US inflation, representing changes in the prices paid by consumers for a representative basket of goods and services. CPI+5% per annum was selected as the primary benchmark for MAF because it reflects the two-fold objectives of maintaining an endowments purchasing power (i.e., keeping pace with inflation) while complying with the 5% payout requirement to which most TIP members are subject. To facilitate assessment of active strategies employed by the fund, the fund also measures its performance against the Constructed Index. As of October 1, 2015, the Constructed Index is comprised of the following three broad investment categories, weights, and benchmarks: Equity-Oriented Assets 65% (MSCI All Country World Index); Diversifying Strategies (Hedge Funds and Other) 20% (Merrill Lynch Factor Model); and Fixed Income (Including Cash) 15% (2/3 Bloomberg Barclays US Intermediate Treasury Index and 1/3 BofA Merrill Lynch US 6-Month Treasury Bill Index). The Constructed Index weights are rebalanced by TAS at each month-end; those from July 1, 2009, through December 31, 2015, reflect quarter-end rebalancing. Performance of the Constructed Index generated from July 1, 2009, through September 30, 2015, was reduced by 20 basis points per annum, prorated monthly. This reduction reflected an estimate of the costs of investing in the Constructed Indexs asset segments through index funds or other instruments. The reported performance of the Constructed Index would increase in the absence of a 20 basis point reduction. The Constructed Index has changed on various occasions since MAFs inception in 1995. Historical performance reported for the Constructed Index is not adjusted when the composition of the Constructed Index changes. Therefore, past performance reflects the Constructed Indexs allocations, segment weights, and segment benchmarks that were in place at the time the performance was generated. The fund also measures its performance against a 65/35 Mix, a blended index benchmark that consists of 65% MSCI All Country World Index and 35% Bloomberg Barclays US Aggregate Bond Index. Weights are rebalanced by TAS at each month-end; weightings from July 1, 2009, through December 31, 2015, reflect quarter-end rebalancing. Common Stock Indices MSCI All Country World Index. The MSCI All Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. As of January 31, 2017, the MSCI All Country World Index consisted of companies traded on stock markets in 46 countries. Unlike certain other broad-based indices, the number of stocks included in the MSCI All Country World Index is not fixed and may vary to enable the index to continue to reflect the primary home markets of the constituent countries. MSCI EAFE Index. The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US and Canada. As of January 31, 2017, the MSCI EAFE Index consists of the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance of emerging markets. As of January 31, 2017, the Index consisted of the following 23 emerging market countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, South Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates.

TIFF Investment Program Statement of Additional Information MSCI Emerging Markets Small Cap Index. The MSCI Emerging Markets Small Cap Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of small-capitalization companies whose market capitalization represents approximately the bottom 14% of the market capitalization of companies in the global emerging markets. As of January 31, 2017, the Index consisted of the following 23 emerging market countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, South Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates. MSCI World Index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. As of January 31, 2017, the Index consisted of the following 23 developed market countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. China Stock Indices CSI 300 Index is a capitalization-weighted stock market index designed to replicate the performance of 300 stocks traded in the Shanghai and Shenzhen stock exchanges. MSCI China Index captures large and mid-cap representation across China H shares, B shares, P chips, and foreign listings and is comprised of 150 constituents, which represents approximately 85% of this China equity universe. US Common Stock Indices Russell 2000 Index. The Russell 2000 Index is a market capitalization weighted index that measures the performance of the small-cap segment of the US equity universe. The index is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. Russell 3000 Index. The Russell 3000 Index is a market capitalization weighted index that measures the performance of the largest 3000 US companies representing approximately 98% of the investable US equity market. S&P 500 Index. The S&P 500 Index includes 500 companies in leading industries of the US economy, capturing 75% coverage of US equities. The S&P 500 Index is maintained by the S&P Index Committee, based on published guidelines governing additions to and removal from the index. Criteria for index additions include US companies, market capitalization in excess of $4 billion, public float, financial viability, adequate liquidity and reasonable price, sector representation, and company type. Criteria for index removals include violating or no longer meeting one or more criteria for index inclusion. Bond Indices Bloomberg Barclays US Aggregate Bond Index. The Bloomberg Barclays US Aggregate Bond Index covers the US dollar-denominated, investment grade, fixed-rate, taxable bond market. The index includes bonds from the Treasury, Government-Related, Corporate, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS, and CMBS sectors. This index is a component of the US Universal index in its entirety. Bloomberg Barclays US Intermediate Treasury Index. The Bloomberg Barclays US Intermediate Treasury Index includes all publicly issued, US Treasury securities that have a remaining maturity greater than or equal to 1 year and less than 10 years, are rated investment grade, and have $250 million or more of outstanding face value.

TIFF Investment Program Statement of Additional Information

Short-Term Indices BofA Merrill Lynch US 6-Month Treasury Bill Index. The BofA Merrill Lynch US 6-Month Treasury Bill Index comprises a single issue purchased at the beginning of the month and held for a full month. At the end of the month, that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding Treasury Bill that matures closest to, but not beyond, six months from the rebalancing date. To qualify for selection, an issue must have settled on or before the month-end rebalancing date. LIBOR. The London Interbank Offered Rate (LIBOR) is the average rate of interest utilized in lending between banks on the London interbank market and is the worlds most widely used benchmark for short-term interest rates. Its primary function is to serve as the benchmark reference rate for certain debt instruments, such as government and corporate bonds, as well as, derivatives such as currency and interest swaps, among many other financial products. Hedge Fund Indices HFRI Fund Weighted Composite Index. The HFRI Fund Weighted Composite Index is a global, equal-weighted index of over 2,000 single-manager funds. Constituent funds report monthly performance, net of all fees, in US dollars and have a minimum of $50 million under management or a 12-month track record of active performance. The index does not include hedge funds of funds. Merrill Lynch Factor Model. The Merrill Lynch Factor Model® (MLFM) is a model established by Merrill Lynch International that is designed to provide a high correlation to hedge fund beta, which is the component of the performance of a relatively diversified group of hedge funds comprising the HFRI Fund Weighted Composite Index (HFRI) that may be correlated to and replicated by non-hedge fund, transparent market measures such as the 6 factors that comprise the MLFM. (The HFRI is designed to reflect hedge fund industry performance through an equally weighted composite of over 2,000 constituent funds.) The MLFM implements an investment strategy intended to track the aggregated performance of the hedge fund universe with liquid, publicly traded components. Using a rules-based, discretion-free algorithm the MLFM allocates long and short exposures to the S&P 500 Total Return Index, the Russell 2000 Total Return Index, the MSCI EAFE US Dollar Net Total Return Index, the MSCI Emerging Markets US Dollar Net Total Return Index, the Euro currency (represented by the EUR-USD Spot Exchange Rate) and cash (represented by the one-month USD LIBOR). On a monthly basis the weights of the components are recalculated using a methodology designed to maximize correlation with the HFRI. Weightings for all of the factors may be negative, except with respect to the MSCI Emerging Markets US Dollar Net Total Return Index. The MLFM was launched in June 2006. The MLFM is not comprised of any hedge fund or group of hedge funds. There is no guarantee that the MLFM will successfully provide the risk/return characteristics of a broad universe of hedge funds, as measured by HFRI or any other hedge fund benchmark, or achieve a high correlation with the HFRI or with hedge fund beta generally. Performance differences between the MLFM and HFRI are expected to be material at times. Source of MLFM: BofA Merrill Lynch, used with permission. BofA Merrill Lynch is licensing the BofA Merrill Lynch indices as is, makes no warranties regarding same, does not guarantee the suitability, quality, accuracy, timeliness, and/or completeness of the BofA Merrill Lynch indices or any data included in, related to, or derived therefrom, assumes no liability in connection with their use, and does not sponsor, endorse, or recommend TIFF or any of its products or services.

Appendix A Quality Rating Descriptions

Standard & Poors Ratings Services Long-Term Issue Credit Ratings AAA. An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong. AA. An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong. A. An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong. BBB. An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. BB and Lower. Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. BB. An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. B. An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation. CCC. An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. CC. An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but Standard & Poors expects default to be a virtual certainty, regardless of the anticipated time to default. C. An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. D. An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. NR. This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

TIFF Investment Program Statement of Additional Information Short-Term Issue Credit Ratings A-1. A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong. A-2. A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory. A-3. A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. B. A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments. C. A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the {obligation. D. A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. Moodys Investors Service, Inc. Global Long-Term Rating Scale Aaa. Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. Aa. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. A. Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. Baa. Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. Ba. Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. B. Obligations rated B are considered speculative and are subject to high credit risk. Caa. Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. Ca. Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. C. Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

TIFF Investment Program Statement of Additional Information Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. Global Short-Term Rating Scale P-1. Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. P-2. Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. P-3. Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. NP. Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. Fitch Ratings Fitch Ratings credit ratings cover the global spectrum of corporate, sovereign, financial, bank, insurance, and public finance entities (including supranational and sub-national entities) and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets. Issuer Long-Term Credit Rating Scales AAA: Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. AA: Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. A: High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. BBB: Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. BB: Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments. B: Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. CCC: Substantial credit risk. Default is a real possibility. CC: Very high levels of credit risk. Default of some kind appears probable. C: Near default. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include: (a) the issuer has entered into a grace or cure period following non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; (c) the formal announcement by the issuer or their agent of a distressed debt exchange; or (d) a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent.

TIFF Investment Program Statement of Additional Information RD: Restricted default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment default on a bond, loan or other material financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and has not otherwise ceased operating. This would include: (a) the selective payment default on a specific class or currency of debt; (b) the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or (d) ordinary execution of a distressed debt exchange on one or more material financial obligations. D: Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or that has otherwise ceased business. Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange. In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice. Short-Term Ratings Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets. F1. Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. F2. Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. F3. Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. B. Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near-term adverse changes in financial and economic conditions. C. High short-term default risk. Default is a real possibility. RD: Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only. D. Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

TIFF Investment Program Statement of Additional Information

Appendix B Proxy Voting Policies and Procedures

Preface. In January 2003, the SEC adopted a new rule that requires registered investment advisors that have voting authority over client securities to adopt written policies and procedures that are reasonably designed to ensure that the advisor votes proxies in the best interests of the clients. The purpose of the rule is to ensure that registered advisors satisfy their fiduciary obligations to their clients and avoid material conflicts of interest when voting proxies. Policy. Pursuant to this rule, the TIFF Investment Program (TIP) board adopted the following policy with respect to the voting of proxies on securities held by the funds: In general, the funds will vote in accordance with the proxy voting recommendations of Institutional Shareholder Services (ISS), except in share blocking countries as discussed below. ISS posts its recommendations on its VoteX website in advance of a vote deadline. TIFF Advisory Services (TAS) monitors all pending votes, paying particular attention to categories 4, 5, and 6, i.e., those that are more material in nature. The ISS category definitions are summarized as follows: Election of directors (except for proxy contests); fix number of directors; ratification of auditors; name 1. change; change in date or time of meeting; adjourn meeting; other business Employee stock purchase plans; increase in stock (except for private placements); reverse stock splits; standard corporate governance provisions (declassifying the board, super-majority votes, etc.); 2. social/environmental/human rights proposals; standard mutual fund proposals (except for advisory agreements, proposals to open-end the fund) 3. Compensation plans Private placements; formation of a holding company; anti-takeover proposals (poison pills, fair price 4. provisions, etc.); reincorporation; director and officer liability indemnification; conversion of securities; liquidation of assets; mutual fund advisory agreements Mergers; acquisitions; sale of assets; conversion of a closed-end fund to open-end; reorganization; 5. restructuring 6. Proxy contests TAS votes all proxies in conformity with ISS recommendations, except that: A money manager that is an ISS client may challenge an ISS recommendation it disagrees with by communicating in writing (which may take the form of an email) to TAS. Because money managers that are not ISS clients do not have access to the ISS recommendations, these managers may recommend a vote for or against a proxy item by communicating in writing (which may take the form of an email) to TAS. Where the challenge arrives or is resolved after the cutoff date as it applies to TAS, votes may be handled manually and are therefore on a best efforts basis. The managers written communication must explain the managers reasons for wishing to vote the proxy against the ISS recommendation. The manager should also state if it believes that there are any potential conflicts of interest in connection with the proxy vote. TAS will evaluate the managers arguments and either grant or deny the managers request. TAS will not accept a managers request to depart from an ISS recommendation in any case in which TAS believes such a departure would represent a material conflict of interest between TAS or the money manager and TIP. Given TASs position that the inherent risks associated with voting in a share blocking country may outweigh the benefits of acting on a managers recommendation to vote the issue, TAS will abstain from votes in a share blocking country unless a money manager requests in writing that

TIFF Investment Program Statement of Additional Information TAS vote on an issue. In such case, TAS will vote only those shares held in that managers portfolio and will abstain from voting shares of the security held by other managers. The manager whose shares are voted recognizes it will be subject to any regulations or limitations placed on those shares. TAS may refrain from voting a particular proxy when TAS concludes that the costs associated with voting that proxy may outweigh the potential benefits to the TIP portfolios (e.g., certain cases of share blocking issues as discussed above). Records of all proxy votes are archived with Votex. TIP maintains written records of all proxy summaries, and any money manager challenges to an ISS recommendation for a period of six years, the first two years in an easily accessible place. Notwithstanding the foregoing, TAS may depart from ISS recommendations anytime it concludes that it is in the best interest of the shareholders. TIP will maintain a written record of each such departure. This record shall include an affirmation that the departure does not represent a conflict of interest between the funds and TAS. This policy was communicated in writing to the money managers in accordance with SEC regulations.

TIFF Investment Program Statement of Additional Information

Appendix C Portfolio Managers

Other Accounts Managed (as of 12/31/2016)

Portfolio Managers RICs Pooled Funds Other Accounts Total Total Total Assets of Assets of Assets of Number Accounts Number Accounts Number Accounts of Managed of Managed of Managed Accounts ($ million) Accounts ($ million) Accounts ($ million) MULTI-ASSET FUND TAS Jay Willoughby 1 $ 84 33 $ 4,477 8 $ 1,205 David Fallace 0 $ 0 4 $ 2,801 0 $ 0 Trevor Graham 0 $ 0 4 $ 2,801 0 $ 0 SHORT-TERM FUND TAS Jay Willoughby 1 $ 4,169 33 $ 4,477 8 $ 1,205 Jessica Bolster 0 $ 0 0 $ 0 0 $ 0 Other Accounts Managed with a Performance-Based Advisory Fee (as of 12/31/2016)

Portfolio Managers RICs Pooled Funds Other Accounts Total Assets of Total Assets of Total Assets of Accounts Accounts Accounts Number of Managed ($ Number of Managed ($ Number of Managed ($ Accounts million) Accounts million) Accounts million) MULTI-ASSET FUND TAS Jay Willoughby 0 $ 0 29 $ 2,723 0 $ 0 David Fallace 0 $ 0 2 $ 1,075 0 $ 0 Trevor Graham 0 $ 0 2 $ 1,075 0 $ 0 SHORT-TERM FUND TAS Jay Willoughby 0 $ 0 29 $ 2,723 0 $ 0 Jessica Bolster 0 $ 0 0 $ 0 0 $ 0

TIFF Investment Program Statement of Additional Information

Portfolio Manager Compensation (as of 12/31/2016)

MULTI-ASSET FUND TAS Portfolio Managers: Jay Willoughby David Fallace Trevor Graham Salary Compensation Incentive Compensation Structure Retirement Plan Salary is fixed. Incentive Compensation Incentive compensation is based on multiple performance components, of TIFFs comprehensive funds, including Multi-Asset Fund, and may also include a portfolio segment component (i.e., equities segment or diversifiers segment). A fraction of incentive compensation above a threshold which increases as incentive compensation rises of the investment staffs annual Specific Criteria compensation award is generally deferred, subject to a multi-year vesting schedule. During the deferral period, the bonus amount is subject to the performance of selected investment vehicles bearing the TIFF name, including MAF. During a transitional period following employment, the quantitative factor may be given less weight in determining an investment professionals incentive compensation and the amount to be deferred may be reduced or eliminated. Difference in Compensation Methodology Between TIP None and Other Accounts Managed SHORT-TERM FUND TAS Portfolio Managers: Jay Willoughby Jessica Bolster Salary Compensation Incentive Compensation Structure Retirement Plan Salary is fixed. Incentive Compensation Incentive compensation is based on multiple performance components, of TIFFs comprehensive funds, including Multi-Asset Fund, and may also include a portfolio segment component (i.e., equities segment or diversifiers segment). A fraction of incentive compensation above a threshold which increases as incentive compensation rises of the investment staffs annual Specific Criteria compensation award is generally deferred, subject to a multi-year vesting schedule. During the deferral period, the bonus amount is subject to the performance of selected investment vehicles bearing the TIFF name, including MAF. During a transitional period following employment, the quantitative factor may be given less weight in determining an investment professionals incentive compensation and the amount to be deferred may be reduced or eliminated. Difference in Compensation Methodology Between TIP None and Other Accounts Managed

TIFF Investment Program Statement of Additional Information

Ownership of Fund Securities (as of 12/31/2016)

Dollar Range of Equity Securities in Fund Portfolio Manager Beneficially Owned by the Portfolio Manager Multi-Asset Fund None Jay Willoughby Short-Term Fund None Multi-Asset Fund None David Fallace Short-Term Fund None Multi-Asset Fund None Trevor Graham Short-Term Fund None Multi-Asset Fund None Jessica Bolster Short-Term Fund None

THE INVESTMENT FUND FOR FOUNDATIONS Pursuing investment excellence on behalf of endowed non-profits

Office Locations Boston, MA Metro Philadelphia, PA (Radnor)

Mailing Address 170 N. Radnor Chester Road, Suite 300 Radnor, PA 19087

Phone: 1-610-684-8200 Fax: 1-610-684-8210 Website: www.tiff.org

Electronic mail inquiries: Services offered by TIFF: [email protected] Member-specific account data: [email protected]

For further information about any of TIFFs services, please contact TIFF at the coordinates furnished above.

SEC File Number 811-8234

Item 28. Exhibits

The following exhibits are incorporated herein by reference, are not required to be filed or are filed herewith (where indicated):

Agreement and Declaration of Trust, dated September 11, 2014 (previously filed as Exhibit (a1) to Post-Effective (a1) Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Certificate of Trust (previously filed as Exhibit (a2) to Post-Effective Amendment No. 44 to Registrant’s Registration (a2) Statement on Form N-1A).

By-Laws dated, September 11, 2014 (previously filed as Exhibit (b) to Post-Effective Amendment No. 45 to (b) Registrant’s Registration Statement on Form N-1A).

Articles THIRD, FIFTH, SIXTH, SEVENTH, and EIGHTH of the Registrant’s Agreement and Declaration of Trust, dated September 11, 2014 (previously filed as Exhibit (a1) to Post-Effective Amendment No. 45 to Registrant’s (c) Registration Statement on Form N-1A); and Articles II, VI, VII and VIII of the Registrant’s By-Laws, dated September 11, 2014 (previously filed as Exhibit (b) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Advisory Agreement, dated December 16, 2014, between the Registrant (TIFF Multi-Asset Fund) and TIFF (d1) Advisory Services, Inc. (previously filed as Exhibit (d2) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Advisory Agreement, dated December 16, 2014, between the Registrant (TIFF Short-Term Fund) and TIFF Advisory (d2) Services, Inc. (previously filed as Exhibit (d4) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Amended and Restated Money Manager Agreement, dated September 23, 2015, between the Registrant (TIFF Multi- (d3) Asset Fund) and AJO, LP (previously filed as Exhibit (d3) to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, dated November 12, 2015, between the Registrant (TIFF Multi-Asset Fund) and (d4) Amundi Smith Breeden, LLC (previously filed as Exhibit (d4) to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, dated September 30, 2015, between the Registrant (TIFF Multi-Asset Fund) and (d5) Fundsmith LLP (previously filed as Exhibit (d8) to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, dated October 1, 2013, between the Registrant (TIFF Multi-Asset Fund) and Glenhill (d6) Capital Advisors, LLC (previously filed as Exhibit (d14) to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Money Manager Agreement between the Registrant (TIFF Multi- (d7) Asset Fund) and Glenhill Capital Advisors, LLC (previously filed as Exhibit (d25) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Novation Agreement dated April 26, 2017, by and among the Registrant (TIFF Multi-Asset Fund), Neuberger Berman Asia Limited and Green Court Capital Management Limited, in connection with the Money Manager (d8) Agreement, dated June 13, 2016, with Neuberger Berman Asia Limited, as filed here as Exhibit (d9), is filed herewith.

Money Manager Agreement, dated June 13, 2016, between the Registrant (TIFF Multi-Asset Fund) and Neuberger (d9) Berman Asia Limited is filed herewith.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Money Manager Agreement, dated April 30, 2015, between the Registrant (TIFF Multi-Asset Fund) and Hosking (d10) Partners LLP (previously filed as Exhibit (d12) to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated September 16, 2015, to the Money Manager Agreement and Schedule I between the Registrant (d11) (TIFF Multi-Asset Fund) and Hosking Partners LLP (previously filed as Exhibit (d12) to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, dated December 16, 2014, between the Registrant (TIFF Multi-Asset Fund) and (d12) Kopernik Global Investors, LLC (previously filed as Exhibit (d13) to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated June 1, 2016, to the Money Manager Agreement and Schedule I, between the Registrant (TIFF (d13) Multi-Asset Fund) and Kopernik Global Investors, LLC is filed herewith.

Money Manager Agreement, dated July 1, 2014, between the Registrant (TIFF Multi-Asset Fund) and Lansdowne (d14) Partners (UK) LLP (formerly Lansdowne Partners Limited Partnership) (previously filed as Exhibit (d14) to Post- Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Money Manager Agreement between the Registrant (TIFF Multi- (d15) Asset Fund) and Lansdowne Partners (UK) LLP (previously filed as Exhibit (d20) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Amended and Restated Money Manager Agreement, dated October 1, 2013, between the Registrant (TIFF Multi- (d16) Asset Fund) and Marathon Asset Management, LLP (previously filed as Exhibit (d5) to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated April 1, 2014, to the Amended and Restated Money Manager Agreement between the Registrant (d17) (TIFF Multi-Asset Fund) and Marathon Asset Management, LLP (previously filed as Exhibit (d16) to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Amended and Restated Money Manager Agreement between the (d18) Registrant (TIFF Multi-Asset Fund) and Marathon Asset Management, LLP (previously filed as Exhibit (d10) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, dated June 1, 2010, between the Registrant (TIFF Multi-Asset Fund) and Mission Value (d19) Partners, L.L.C. (previously filed as Exhibit (d28) to Post-Effective Amendment No. 34 to Registrant’s Registration Statement on Form N-1A).

Amended and Restated Schedule I, dated March 7, 2013, to the Money Manager Agreement between the Registrant (d20) (TIFF Multi-Asset Fund) and Mission Value Partners, L.L.C. (previously filed as Exhibit (d19) to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Money Manager Agreement between the Registrant (TIFF Multi- (d21) Asset Fund) and Mission Value Partners, L.L.C. (previously filed as Exhibit (d18) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, dated July 18, 2011, between the Registrant (TIFF Multi-Asset Fund) and Mondrian (d22) Investment Partners Limited (previously filed as Exhibit (d3) to Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Amendment, dated December 16, 2014, to the Money Manager Agreement between the Registrant (TIFF Multi- (d23) Asset Fund) and Mondrian Investment Partners Limited (previously filed as Exhibit (d6) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Money Manager Agreement, between the Registrant (TIFF Multi-Asset Fund) and Shapiro Capital Management (d24) LLC is filed herewith.

Money Manager Agreement, dated June 13, 2016, between the Registrant (TIFF Multi-Asset Fund) and TB (d25) Alternative Assets Ltd. is filed herewith.

(e) Distribution Agreement between Registrant and Foreside Fund Services, LLC to be filed by Amendment.

(f) Not Applicable.

Custodian Agreement, dated August 15, 2003, between the Registrant and State Street Bank and Trust Company (g1) (formerly, Investors Bank & Trust Company) (previously filed as Exhibit (g5) to Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A).

Amended and Restated Delegation Agreement between the Registrant and State Street Bank and Trust Company (g2) (formerly, Investors Bank & Trust Company) (previously filed as Exhibit No. (g4) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on N-1A).

Amendment, dated May 1, 2006, to the Custodian Agreement between the Registrant and State Street Bank and Trust (g3) Company (formerly, Investors Bank & Trust Company) (previously filed as Exhibit (g3) to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated July 1, 2008, to the Custodian Agreement between the Registrant and State Street Bank and Trust (g4) Company (previously filed as Exhibit (g4) to Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A).

Amendment, dated January 1, 2009 to the Custodian Agreement between the Registrant and State Street Bank and (g5) Trust Company (previously filed as Exhibit (g5) to Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A).

Amendment, dated January 1, 2013, to the Custodian Agreement between the Registrant and State Street Bank and (g6) Trust Company (previously filed as Exhibit (g6) to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Custodian Agreement between the Registrant and State Street Bank (g7) and Trust Company (previously filed as Exhibit (g7) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Transfer Agency and Service Agreement, dated August 15, 2003, between the Registrant and State Street Bank and (h1) Trust Company (formerly, Investors Bank & Trust Company) (previously filed as Exhibit (h3) to Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A).

Administration Agreement, dated August 15, 2003, between the Registrant and State Street Bank and Trust Company (h2) (formerly, Investors Bank & Trust Company) (previously filed as Exhibit (h2) to Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated May 1, 2006 to the Transfer Agency and Service Agreement between the Registrant and State (h3) Street Bank and Trust Company (formerly, Investors Bank & Trust Company) (previously filed as Exhibit (h2) to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Amendment, dated May 1, 2006 to the Administration Agreement between the Registrant and State Street Bank and (h4) Trust Company (formerly, Investors Bank & Trust Company) (previously filed as Exhibit (h3) to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated January 1, 2013, to the Transfer Agency and Service Agreement between the Registrant and State (h5) Street Bank and Trust Company (previously filed as Exhibit (h5) to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement on Form N-1A).

Amendment, dated January 1, 2013, to the Administration Agreement between the Registrant and State Street Bank (h6) and Trust Company (previously filed as Exhibit (h6) to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement on Form N-1A).

Amendment, dated January 24, 2014, to the Transfer Agency and Service Agreement between the Registrant and (h7) State Street Bank and Trust Company (previously filed as Exhibit (h7) to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated October 1, 2014, to the Transfer Agency and Service Agreement between the Registrant and State (h8) Street Bank and Trust Company (previously filed as Exhibit (h8) to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Transfer Agency and Service Agreement between the Registrant and (h9) State Street Bank and Trust Company (previously filed as Exhibit (h8) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the Administration Agreement between the Registrant and State Street (h10) Bank and Trust Company (previously filed as Exhibit (h9) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Services Agreement, dated December 16, 2014, between the Registrant and TIFF Advisory Services, Inc. (previously (h11) filed as Exhibit (h11) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

IRA Custodial Services Agreement, dated January 1, 2014, between the Registrant and State Street Bank and Trust (h12) Company (previously filed as Exhibit (h12) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Amendment, dated December 16, 2014, to the IRA Custodial Services Agreement between the Registrant and State (h13) Street Bank and Trust Company (previously filed as Exhibit (h13) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A).

Opinion and Consent of Counsel (previously filed as Exhibit No. (10) to Pre-Effective Amendment No. 3 to (i1) Registrant's Registration Statement on N-1A).

Opinion and Consent of Counsel (previously filed as Exhibit (i2) to Post-Effective Amendment No. 45 to (i2) Registrant’s Registration Statement on Form N-1A).

(j1) Consent of the Independent Registered Public Accounting Firm is filed herewith.

(j2) Consent of the previous Independent Registered Public Accounting Firm is filed herewith.

(k) Not Applicable.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Purchase Agreement, dated March 29, 1994, for Initial Capital between Registrant and The John D. and Catherine T. (l) MacArthur Foundation (previously filed as Exhibit No. (13) to Pre-Effective Amendment No. 3 to Registrant's Registration Statement on N-1A).

(m) Not Applicable.

(n) Not Applicable.

Revised Code of Ethics of TIFF Advisory Services, Inc., TIFF Endowment Asset Management, LLC, and TIFF (p1) Investment Program (previously filed as Exhibit (p1) to Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A).

Revised Code of Ethics of AJO, LP (previously filed as Exhibit (p2) to Post-Effective Amendment No. 46 to (p2) Registrant’s Registration Statement on Form N-1A).

(p3) Revised Code of Ethics of Mondrian Investment Partners Limited is filed herewith.

(p4) Revised Code of Ethics of Marathon Asset Management, LLP is filed herewith.

Code of Ethics of Shapiro Capital Management Co., Inc. (previously filed as Exhibit (p5) to Post-Effective (p5) Amendment No. 37 to Registrant’s Registration Statement on Form N-1A).

(p6) Revised Code of Ethics of Amundi Smith Breeden, LLC is filed herewith.

(p7) Revised Code of Ethics of Mission Value Partners L.L.C. is filed herewith.

Revised Code of Ethics of Lansdowne Partners (UK) LLP (formerly Lansdowne Partners Limited Partnership) is (p8) filed herewith.

(p9) Revised Code of Ethics of Glenhill Capital Advisors, LLC is filed herewith.

Revised Code of Ethics of Kopernik Global Investors, LLC (previously filed as Exhibit (p11) to Post-Effective (p10) Amendment No. 49 to Registrant’s Registration Statement on Form N-1A).

Code of Ethics of Hosking Partners LLP (previously filed as Exhibit (p13) to Post-Effective Amendment No. 46 to (p11) Registrant’s Registration Statement on Form N-1A).

Code of Ethics of Fundsmith LLP (previously filed as Exhibit (p14) to Post-Effective Amendment No. 48 to (p12) Registrant’s Registration Statement on Form N-1A).

(p13) Code of Ethics of TB Alternative Assets Ltd. is filed herewith.

(p14) Code of Ethics of Green Court Capital Management Limited is filed herewith.

Powers of Attorney for Mark L. Baumgartner, Craig R. Carnaroli, William F. McCalpin, and Amy B. Robinson is (q) filed herewith.

Item 29. Persons Controlled by or under Common Control with the Registrant

Not applicable.

The Registrant shall indemnify directors, officers, employees and agents of the Registrant against judgments, fines, settlements and expenses to the fullest extent allowed, and in the manner provided, by applicable Delaware and federal law, including Section 17(h) and (i) of the Investment Company Act of 1940, as amended. In this regard, the Registrant undertakes to abide by the provisions of Investment Company Act Releases No. 11330 and 7221 until amended or superseded by subsequent interpretation of legislative or judicial action.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, Registrant understands that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser.

The business and other connections of TIFF Advisory Services, Inc. (formerly known as Foundation Advisers, Inc.) (the “Investment Adviser”) is on the Uniform Application for Investment Adviser Registration ("Form ADV") as currently on file with the Commission (File No. 801-45618) the text of which is hereby incorporated by reference.

Item 32. Principal Underwriter.

Foreside Fund Services, LLC (“Foreside”) acts as principal underwriter for the Registrant and each of its series. (a) Foreside is the principal underwriter for the following investment companies:

1. ABS Long/Short Strategies Fund 2. Absolute Shares Trust 3. AdvisorShares Trust 4. American Beacon Funds 5. American Beacon Select Funds 6. Archstone Alternative Solutions Fund 7. Ark ETF Trust 8. Avenue Mutual Funds Trust 9. BP Capital TwinLine Energy Fund, Series of Professionally Managed Portfolios 10. BP Capital TwinLine MLP Fund, Series of Professionally Managed Portfolios 11. Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust 12. Bridgeway Funds, Inc. 13. Center Coast MLP & Infrastructure Fund 14. Center Coast MLP Focus Fund, Series of Investment Managers Series Trust 15. Context Capital Funds 16. CornerCap Group of Funds 17. Direxion Shares ETF Trust 18. Eaton Vance NextShares Trust 19. Eaton Vance NextShares Trust II 20. EIP Investment Trust 21. Evanston Alternative Opportunities Fund 22. Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II)

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 23. FEG Absolute Access Fund I LLC 24. FlexShares Trust 25. Forum Funds 26. Forum Funds II 27. FQF Trust 28. Guinness Atkinson Funds 29. Henderson Global Funds Horizon Spin-off and Corporate Restructuring Fund, Series of Investment Managers Series Trust (f/k/a Liberty 30. Street Horizon Fund) 31. Horizons ETF Trust 32. Infinity Core Alternative Fund 33. Ironwood Institutional Multi-Strategy Fund LLC 34. Ironwood Multi-Strategy Fund LLC 35. John Hancock Exchange-Traded Fund Trust 36. Lyons Funds 37. Manor Investment Funds 38. Miller/Howard Funds Trust 39. Miller/Howard High Income Equity Fund 40. Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV 41. Montage Managers Trust 42. Palmer Square Opportunistic Income Fund 43. PENN Capital Funds Trust 44. Performance Trust Mutual Funds, Series of Trust for Professional Managers 45. Pine Grove Alternative Institutional Fund 46. Plan Investment Fund, Inc. 47. PMC Funds, Series of Trust for Professional Managers 48. Quaker Investment Trust 49. Ramius Archview Credit and Distressed Feeder Fund 50. Ramius Archview Credit and Distressed Fund 51. Recon Capital Series Trust 52. Renaissance Capital Greenwich Funds 53. RMB Investors Trust (f/k/a Burnham Investors Trust) 54. Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust 55. Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust 56. Salient MF Trust 57. SharesPost 100 Fund 58. Sound Shore Fund, Inc. 59. Steben Alternative Investment Funds 60. Steben Select Multi-Strategy Fund 61. Strategy Shares 62. The 504 Fund (f/k/a The Pennant 504 Fund) 63. The Community Development Fund 64. Third Avenue Trust 65. Third Avenue Variable Series Trust 66. TIFF Investment Program 67. Turner Funds 68. U.S. Global Investors Funds West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth 69. Fund) 70. Wintergreen Fund, Inc. 71. WisdomTree Trust

Foreside is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority. Foreside is located at Three Canal Plaza, Suite 100, Portland, Maine 04101.

Name and Principal Business Positions and Offices with Positions and Offices Addresses Principal Underwriter with the Registrant

Richard J. Berthy Three Canal Plaza, Suite 100 President, Treasurer and Manager None Portland, ME 04101

Mark A. Fairbanks Three Canal Plaza, Suite 100 Vice President None Portland, ME 04101

Jennifer E. Hoopes Three Canal Plaza, Suite 100 Secretary None Portland, ME 04101

Nanette K. Chern Three Canal Plaza, Suite 100 Vice President and Chief Compliance Officer None Portland, ME 04101

Jennifer K. DiValerio 899 Cassatt Road, 400 Berwyn Park, Suite 110, Vice President None Berwyn, PA 19312

Information regarding Foreside is described in Schedule A of its Form BD as currently on file with the SEC, the text of which is hereby incorporated by reference.

CRD # on Form BD 46106

Item 33. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder will be maintained at the offices of the Investment Adviser, the Custodian and the Administrator.

TIFF Advisory Services, Inc. (formerly Foundation Advisers, Inc.) 170 N. Radnor Chester Road, Suite 300 Radnor, PA 19087

State Street Bank and Trust Company 1 Lincoln Street (Mailstop: SUM0703) Boston, MA 02111

Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101

AJO, LP 230 South Broad Street 20th Floor Philadelphia, PA 19102

Amundi Smith Breeden, LLC 280 South Mangum Street Suite 301 Durham, NC 27701

Fundsmith LLP 33 Cavendish Square London, W1G OPW

Glenhill Capital Advisors, LLC 600 Fifth Avenue 11th Floor New York, NY 10020

Green Court Capital Management Limited Suites 2007-2009, 20th Floor, Jardine House 1 Connaught Place Central, Hong Kong

Hosking Partners LLP Savoy Hill House 7-10 Savoy Hill London WC2R 0BU, United Kingdom

Kopernik Global Investors, LLC Two Harbour Place 302 Knights Run Avenue, Suite 1225 Tampa, FL 33602

Lansdowne Partners (UK) LLP (formerly Lansdowne Partners Limited Partnership) 15 Davies Street, London, England, W1K 3AG

Marathon Asset Management, LLP Orion House 5 Upper St Martin’s Lane London, England WC2H 9EA

Mission Value Partners, LLC 793 Broadway Sonoma, CA 95476

Mondrian Investment Partners Limited Fifth Floor 10 Gresham Street London, England EC2V 7JD

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Neuberger Berman Asia Limited Suites 2007-2020, 20th Floor, Jardine House 1 Connaught Place Central, Hong Kong

Shapiro Capital Management LLC One Buckhead Plaza, Suite 1555 3060 Peachtree Road, NW Atlanta, GA 30305

TB Alternative Assets Ltd. 2001, Agricultural Bank of China Tower 50 Connaught Road Central, Hong Kong

Item 34. Management Services.

Not applicable.

Item 35. Undertakings.

Not applicable.

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in Township of Radnor, and the State of Pennsylvania on the 1st day of May 2017.

TIFF INVESTMENT PROGRAM

Registrant

By: /s/ Richard J. Flannery Richard J. Flannery, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in their capacities as of May 1, 2017 indicated.

/s/ Richard J. Flannery Richard J. Flannery, President and Chief Executive Officer

/s/ Dawn I. Lezon Dawn I. Lezon, Treasurer and Chief Financial Officer

*/s/ Mark L. Baumgartner Mark L. Baumgartner, Trustee

*/s/ Craig R. Carnaroli Craig R. Carnaroli, Trustee

*/s/ William F. McCalpin William F. McCalpin, Trustee

*/s/ Amy B. Robinson Amy B. Robinson, Trustee

*By: /s/ Richard J. Flannery Richard J. Flannery, Attorney-in-Fact

Date: May 1, 2017

Exhibit No. Exhibit

Novation Agreement dated April 26, 2017, by and among the Registrant (TIFF Multi-Asset Fund), Neuberger Berman (d8) Asia Limited and Green Court Capital Management Limited, in connection with the Money Manager Agreement dated June 13, 2016 with Neuberger Berman Asia Limited, as filed here as Exhibit (d9), is filed herewith.

Money Manager Agreement, dated June 13, 2016, between the Registrant (TIFF Multi-Asset Fund) and Neuberger (d9) Berman Asia Limited is filed herewith.

Amendment, dated June 1, 2016, to the Money Manager Agreement and Schedule I, between the Registrant (TIFF (d13) Multi-Asset Fund) and Kopernik Global Investors, LLC is filed herewith.

Money Manager Agreement, between the Registrant (TIFF Multi-Asset Fund) and Shapiro Capital Management LLC is (d24) filed herewith.

Money Manager Agreement, dated June 13, 2016, between the Registrant (TIFF Multi-Asset Fund) and TB Alternative (d25) Assets Ltd. is filed herewith.

(j1) Consent of the Independent Registered Public Accounting Firm is filed herewith.

(j2) Consent of the previous Independent Registered Public Accounting Firm is filed herewith.

(p3) Revised Code of Ethics of Mondrian Investment Partners Limited is filed herewith.

(p4) Revised Code of Ethics of Marathon Asset Management, LLP is filed herewith.

(p6) Revised Code of Ethics of Amundi Smith Breeden, LLC is filed herewith.

(p7) Revised Code of Ethics of Mission Value Partners L.L.C. is filed herewith.

(p8) Revised Code of Ethics of Lansdowne Partners (UK) LLP is filed herewith.

(p9) Revised Code of Ethics of Glenhill Capital Advisors, LLC is filed herewith.

(p13) Code of Ethics of TB Alternative Assets Ltd. is filed herewith.

(p14) Code of Ethics of Green Court Capital Management Limited is filed herewith.

Powers of Attorney for Mark L. Baumgartner, Craig R. Carnaroli, William F. McCalpin, and Amy B. Robinson is filed (q) herewith.

NOVATION AGREEMENT

This NOVATION AGREEMENT, dated as of April 26, 2017 (this "Agreement"), is by and among NEUBERGER BERMAN ASIA LIMITED, a Hong Kong company limited by shares (the "Current Manager"), GREEN COURT CAPITAL MANAGEMENT LIMITED, a Hong Kong company limited by shares (the "New Manager"), and TIFF INVESTMENT PROGRAM ("TIP"), a Delaware statutory trust, for its TIFF MULTI-ASSET FUND (the "Fund") (the "Client").

WHEREAS, the Current Manager and the Client are parties to the Investment Management Agreement dated June 13, 2016, including without limitation any guidelines or supplementary materials, as amended from time to time (the "IMA");

WHEREAS, Neuberger Berman Group LLC ("Neuberger") has agreed, on the Effective Date (defined below), to separate a portion of the business of Neuberger and its affiliates from Neuberger and contribute certain assets associated with such business to the New Manager (the "Formation Transactions");

WHEREAS, the Current Manager is a Neuberger affiliate;

WHEREAS, in connection with the Formation Transactions the New Manager and the Client mutually desire to effect a novation and thereby to substitute the New Manager for the Current Manager as party to the IMA pursuant to the terms and conditions contained herein;

WHEREAS, the New Manager is an SEC-registered investment advisor and expects to be SFC-licensed, as of the Effective Date;

NOW, THEREFORE, the parties hereto agree as follows:

1. Effective Date. This Agreement shall be in effect as of the date of the closing of the Formation Transactions, (the "Effective Date") to be specified by notice. The New Manager will endeavour to provide such notice to the Client within 5 days prior to closing, or as, and when, such closing date can be confirmed. For the avoidance of doubt, in no event shall the Effective Date occur prior to the date the New Manager’s SEC registration becomes effective, and in the event the Formation Transactions fail to occur, this Agreement shall be void and of no force and effect.

2. Novation. With effect from, and after, the Effective Date:

(a) The Current Manager hereby transfers, assigns and delegates all of its rights, title and interest in and to, and obligations under, the IMA to the New Manager and the New Manager hereby accepts and assumes such rights, title and interest in and to, and obligations under, the IMA;

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The New Manager hereby agrees to perform the Current Manager's obligations under the IMA and to be bound by the terms of the IMA, as amended hereby, in all respects, as if the New Manager had at all times been a party to the IMA in place of the Current Manager;

(c) The Client hereby acknowledges and agrees that this novation constitutes an "assignment" under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the Investment Company Act of 1940, as amended (the “1940 Act,” and together with the Advisers Act, the "Acts") and expressly consents to this novation and assignment (as defined in the Acts) and to the substitution of the New Manager for the Current Manager;

(d) The Client and the New Manager hereby acknowledge and agree that all of their rights and obligations under the IMA shall remain unchanged except as provided in this Agreement and the Client and the New Manager agree to perform their respective obligations under the IMA and be bound by the terms of the IMA in all respects as if the New Manager had at all times been a party to the IMA in place of the Current Manager, except as provided in this Agreement.

(e) The Client hereby acknowledges and represents that it has made its own decision to enter into this Agreement, and has not relied on the Current Manager or any of its affiliates as a primary basis in making its decision to enter into this Agreement, and there is no mutual understanding between the Client on the one hand and the Current Manager on the other hand that the Current Manager or its affiliates have acted or will act as a fiduciary in advising the Client to enter into this Agreement.

3. Release and Discharge.

(a) The Client hereby releases and discharges the Current Manager and each of its affiliates (excluding the New Manager) from and after the Effective Date from all further obligations under the IMA and all liabilities, claims and demands howsoever arising under the IMA, whether in contract, tort or otherwise, and accepts the obligations and liability of the New Manager under the IMA in place of the obligations and liability of the Current Manager thereunder; provided that such release and discharge shall not affect any liabilities, claims and demands arising under the IMA that may be asserted by the Client with respect to the period of time prior to the Effective Date, whether such liabilities, claims and demands are deemed to arise before or after the Effective Date and which liabilities, claims, and demands shall survive termination of the IMA in respect of the Current Manager.

(b) The Client hereby acknowledges and agrees that the New Manager and its respective affiliates (excluding the Current Manager and its affiliates) and their respective successors and assigns shall not be subject to any liabilities, claims and demands arising under the IMA that may be asserted by the Client with respect to the period of time prior to the Effective Date, whether such liabilities, claims and demands are deemed to arise before or after the Effective Date.

(c) The Current Manager hereby releases and discharges the Client and each of its affiliates from and after the Effective Date from all further obligations to the Current Manager under the IMA; provided that such release and discharge shall not affect any obligations of the Client arising under the IMA with respect to the period of time prior to the Effective Date.

- 2 -

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) The parties hereby agree that Sections 9 and 17 of the IMA shall survive any termination of the IMA, including any termination at the Effective Date and any termination of the IMA as novated to the New Manager.

(e) Each of the parties hereby represents and warrants to each of the other parties that the releases, discharges, acknowledgements and agreements contained in this Section 3 are being made voluntarily, knowingly and willingly by such party.

4. Disclosure of Ownership Arrangements. The Client hereby acknowledges receipt of disclosure of the following information in connection with this novation:

(a) An affiliate of the Current Manager will indirectly hold an interest in the New Manager and, as such indirect holder, will be entitled to receive a portion of any amount ultimately distributed by the New Manager. These amounts shall be distributed by the New Manager from its own assets (and not from the assets of any plan) (the "Specified Payments").

(b) The payment of such Specified Payments will not affect the amount being charged to the Client by the New Manager or the time periods for which any fee may be calculated. The Specified Payments shall be paid solely from the corporate assets of the New Manager and the Client shall have no responsibility or liability therefor. The New Manager's fee under the IMA would be the same, regardless of whether such Specified Payments were paid, and neither the Current Manager nor any of its affiliates (other than the New Manager and its participating non-US affiliates) shall provide investment advice to or in respect of the Client in exchange for or as a result of the Specified Payments.

5. Performance of Services. The New Manager agrees to perform its services in a manner consistent with the provisions of the IMA and the Act and the rules thereunder. The New Manager shall provide the Client with a current copy of the New Manager's written disclosure statement (Part 2A of the New Manager's Form ADV (or a substitute brochure prepared by the New Manager)).

6. Fee Schedule. The fee payable to the New Manager shall be the same fee that was payable to the Current Manager under the terms of the IMA prior to the execution of this Agreement.

7. Notices. From and after the Effective Date, the following notice information for the New Manager shall be used for purposes of the IMA:

Green Court Capital Management Limited 20th Floor, Jardine House 1 Connaught Place Central, Hong Kong Attention: Calvin Wong Email: [email protected] and to: [email protected]

- 3 -

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. Survival of Confidentiality Obligations. Each of the Client and the Current Manager hereby agrees to continue to be bound by and to comply with the confidentiality provisions of the IMA with respect to the other party prior to the Effective Date and, in respect of the Client’s obligations thereunder, to the extent that any confidential records or information do not become confidential records or information of the New Manager in connection with the novation set forth herein.

9. Entire Agreement. This Agreement, together with the IMA, as amended hereby, constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and all agreements and undertakings between them with respect to this subject matter are merged into and incorporated herein, except with respect to the Current Manager and New Manager and the understandings and agreements set forth in that certain Formation Agreement entered into between the Current Manager and the New Manager, among others, and the Related Agreements (as defined in that certain Formation Agreement). This Agreement is binding upon and shall inure to the benefit of the parties hereto and successors in interest. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

10. Further Assurances. Each of the parties to this Agreement hereby covenants and agrees that it shall execute such documents and take such further action as any other party hereto may reasonably request in order to effectuate the novation set forth herein.

11. Severability. The provisions of this Agreement are several, and to the extent that such would not substantially alter the economic fundamentals of this Agreement, if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Agreement in any jurisdiction.

12. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signature to this Agreement delivered by facsimile or electronic PDF will be sufficient for all purposes between the Parties.

13. Miscellaneous. Except as otherwise modified hereby, the IMA shall remain in full force and effect.

14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware without reference to principles of conflict of laws. Nothing herein shall be construed to require either party to do anything in violation of any applicable law or regulation.

[Signature page follows]

- 4 -

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.

NEUBERGER BERMAN ASIA LIMITED

/s/ Jason Henchman By: Name: Jason Henchman Title: Director

GREEN COURT CAPITAL MANAGEMENT LIMITED

/s/ Bradley Okita By: Name: Bradley Okita Title: Authorized Signatory

TIFF INVESTMENT PROGRAM On behalf of the Fund

/s/ Kelly A. Lundstrom By: Name: Kelly A. Lundstrom Title: Vice President

- 5 -

Jay Willoughby The Investment Fund for Foundations 200 State Street, 14th Floor Boston, MA 02109 USA

Dear Jay,

We are writing to inform you that the Neuberger Berman Greater China Investment (“GCI”) Team led by Senior Portfolio Manager, Frank Yulin Yao, will establish an independent business under which Green Court Capital Management Limited (“GCCML”) and its affiliates will collectively operate as Green Court Capital Management (“Green Court”). Neuberger Berman will retain an ongoing passive minority ownership stake in Green Court. The transaction is targeted to be effective April 28, 2017. Other than Neuberger Berman, all equity in the business will be owned by the GCI Team’s professionals.

As part of the transaction, all of the GCI Team’s investment professionals — comprising portfolio managers, Frank Yulin Yao and Lihui Tang, its research analysts and traders — will move over to the new business in the transition. There will be no change to the GCI Team’s investment philosophy and process. The direct support functions of the GCI Team will also move over to Green Court, including Portfolio Specialist, Calvin Wong and Business Manager, Bradley Okita, as well as its dedicated operations staff headed by Pauline Hew. At closing, Green Court is expected to have in place senior professionals in the areas of compliance, finance and human resources, some of whom will include existing Neuberger Berman employees currently supporting the GCI Team. Green Court will remain in the same office space in Shanghai, Hong Kong and Singapore (separated from, but adjacent to Neuberger Berman’s other Hong Kong and Singapore operations) and will largely operate on the same investment infrastructure. A limited set of services will continue to be provided by Neuberger Berman on an interim basis as needed through a transition services agreement. The transition is designed to be as seamless as possible for all Investors.

GCCML is a limited liability company newly established in Hong Kong under the Green Court business. It will be licensed by the Hong Kong Securities and Futures Commission to conduct Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activities. GCCML will also be registered with the U.S. Securities and Exchange Commission as an investment adviser under the U.S. Investment Advisers Act of 1940. GCCML is in the process of applying for these licenses and registrations and the transaction will not be consummated until these licenses and registrations have been obtained.

GCCML will be controlled by Green Court Management Holdings LLC (“GCMH”), which will in turn be controlled by a holding company, owned by the GCI Team’s professionals. Neuberger Berman will have an ongoing passive minority interest in GCMH. Frank Yulin Yao will serve as the sole Executive Director of GCCML and Managing Member of GCMH. GCCML’s address will be: 20/F, Jardine House, 1 Connaught Place, Central, Hong Kong.

As is usual in transaction documents, the transaction may be terminated in certain circumstances and provides that certain conditions must be satisfied for the transaction to be consummated. Although we have no reason to expect the transaction will not close, in the event it does not occur, we will notify you promptly.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We will, of course, soon be reaching out to you to request your affirmative consent for the transition. If you consent to the transition, we will further discuss with you the best way to transfer the management of your account from Neuberger Berman Asia Limited to GCCML. Portfolio Specialist Calvin Wong, who has worked closely to service your account, will lead those discussions and continue to be your primary point of contact after the transition.

While the investment manager entity of your account will be changing — subject to your consent — Frank Yulin Yao, Senior Portfolio Manager, and the GCI Team, including Portfolio Manager, Lihui Tang, will remain responsible for the day-to-day investment management of your account, and neither Green Court’s investment philosophy nor its investment strategy will change. Green Court believes that there will be no material changes to the investment management of your account as a result of the transition.

We are confident that Green Court Capital Management will thrive as an independent platform and will be focused on ensuring a smooth transition for all clients.

Very truly yours,

NEUBERGER BERMAN ASIA LIMITED

By: /s/ Bradley Okita

Name: Bradley Okita Title: Authorized Signatory

Trevor Graham CC: Chris Matteini Bradley Calder

This agreement (the “Money Manager Agreement”) is between TIFF Investment Program (“TIP”), a Delaware statutory trust, for its TIFF Multi-Asset Fund (the “Fund”), and Neuberger Berman Asia Limited (the “Manager”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is effective as of June 13, 2016 (the “Effective Date”).

Recitals

TIP is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

TIP wishes to retain the Manager to render advisory services to the Fund and the Manager is willing to render those services.

The parties therefore agree as follows:

1. Managed Assets

The Manager will provide investment management services with respect to assets placed with the Manager on behalf of the Fund from time to time. Such assets, as changed by investment, reinvestment, additions, disbursements of expenses, and withdrawals, are referred to in this Agreement as the “Managed Assets.” The Fund may make additions to or withdraw all or any portion of the Managed Assets from this management arrangement at any time.

2. Appointment and Powers of Manager; Investment Approach

(a) Appointment. TIP, acting on behalf of the Fund, hereby appoints the Manager to manage the Managed Assets for the period and on the terms set forth in this Agreement. The Manager hereby accepts this appointment and agrees to render the services herein described in accordance with the requirements described in Section 3(a).

(b) Powers. Subject to the supervision of the board of trustees of TIP and subject to the supervision of TIFF Advisory Services, Inc. (“TAS”) as Investment Adviser to the Fund, the Manager shall direct investment of the Managed Assets in accordance with the requirements of Section 3(a). TIP, acting on behalf of the Fund, grants the Manager authority to:

acquire (by purchase, exchange, subscription, or otherwise), hold, and dispose of (by sale, exchange, or (i) otherwise) securities and other investments and provide the necessary instructions on behalf of the Fund to brokers and custodians to effect the transactions;

(ii) determine what portion of the Managed Assets will be held uninvested; and

enter into such agreements and make such representations (including representations regarding the purchase (iii) of securities and other instruments for investment) as may be necessary or proper in connection with the performance by the Manager of its duties hereunder.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Power of Attorney. To enable the Manager to exercise fully the discretion granted hereunder, TIP appoints the Manager as its attorney-in-fact to invest, sell, and reinvest the Managed Assets as fully as TIP itself could do. The Manager hereby accepts this appointment.

(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.

(e) Independent Contractor. Except as expressly authorized herein, the Manager shall for all purposes be deemed to be an independent contractor and shall have no authority to act for or to represent TIP, the Fund, or TAS in any way, or otherwise to be an agent of any of them.

(f) Reporting. The Manager shall furnish to TIP upon reasonable request such information that TIP may reasonably require to complete documents, reports, or regulatory filings.

3. Requirements; Duties

(a) Requirements. In performing services for the Fund and otherwise discharging its obligations under this Agreement, the Manager shall act in conformity with the following requirements (the “Requirements”):

the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws (i) and regulations which apply to the Manager in conjunction with performing services for the Fund, if any;

TIP’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A as filed with the Securities and Exchange Commission relating to the Fund and the shares of beneficial interest in the Fund, as such Registration Statement may be amended from time to time (the “Registration (ii) Statement”). TIP shall deliver or otherwise make available to the Manager any amendments or supplements to the Registration Statement that contain changes that pertain to the Manager’s provision of services under this Agreement prior to the effectiveness thereof (or as soon as reasonably practicable thereafter);

the Manager’s Investment Guidelines, which may be amended from time to time through mutual agreement (iii) by TAS and the Manager in writing;

(iv) written instructions and directions of the board of trustees of TIP;

the laws and regulations of the Hong Kong Special Administrative Region and the People’s Republic of China (the “PRC”), the Hong Kong and PRC regulations applicable to their respective stock exchanges and the Shanghai-Hong Kong Stock Connect program (including any future Shenzhen-Hong Kong Stock Connect program), including, but not limited to, requirements limiting off-exchange transfers of shares and prohibitions (v) against overselling of shares, subject to paragraph 3(b) of this Agreement. To the extent required by PRC law or any representative of the PRC government, the Manager will comply with PRC requirements relating to short-swing profits, disclosure of interests, and foreign ownership limits, subject to paragraph 3(b) of this Agreement; and

(b) Responsibility with Respect to Actions of Others. TIP may place the investment portfolio of each of its funds, including the Fund, with one or more investment managers. To the extent the applicability of, or conformity with, the Requirements depends upon investments made by, or activity of, the managers other than the Manager, the Manager agrees to comply with such Requirements: (i) to the extent that such compliance is within the Manager’s Investment Guidelines; and (ii) to the extent that the Manager is provided with information sufficient to ascertain the applicability of such Requirements. If it appears to the Fund at any time that the Fund may not be in compliance with any Requirement and the Fund or TAS so notifies the Manager, the Manager shall promptly take such actions not inconsistent with applicable law or regulation as the Fund or TAS may reasonably specify to effect compliance. The Fund further acknowledges and agrees that certain requirements under applicable laws in China (including but not limited to the intraday trading restriction, foreign ownership limits, disclosure of interests requirements and short swing profit rule) may be calculated and applied on an aggregate basis across all investment portfolios of the Fund, including any investment portfolios and assets managed by other investment managers of the Fund. The Manager acknowledges and agrees that such requirements may be required to be calculated and applied on an aggregate basis across all investment portfolios and assets managed by the Manager and, in certain circumstances, its affiliates. The Manager’s responsibility to ensure compliance with such applicable laws shall be limited to the trading and investment activities of (i) the Managed Assets only, calculated and applied on an individual account basis without reference to any other investment portfolios or assets managed by other investment managers of the Fund and (ii) to the extent required by law, such other portfolios and assets managed by the Manager and its affiliates if such portfolios and assets are aggregated with the Managed Assets.

(c) Responsibility with Respect to Performance of Duties. In performing its duties under this Agreement, the Manager will act solely in the interests of the Fund and shall use reasonable care and its best judgment in matters relating to the Fund. The Manager will not deal with the Managed Assets in its own interest or for its own account; provided however that nothing in this paragraph shall be construed as a limitation on Section 7 below.

(d) Valuation. The Manager shall not be responsible for calculating the Net Asset Value of the Fund’s portfolio or making final decisions on the value of portfolio securities used to calculate such net asset value but must review regularly the pricing of the Managed Assets as made available by or on behalf of the Fund. The Manager agrees to notify the Fund as soon as reasonably practicable if the Manager reasonably believes that the value of any portfolio security comprising the Managed Assets may not reflect fair value. The Manager agrees to provide upon reasonable request any pricing information of which the Manager is aware to the Fund, to TAS, or to the Fund’s administrator to assist in the determination of the fair value of any portfolio security comprising the Managed Assets for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s valuation procedures for the purpose of calculating the Fund’s Net Asset value in accordance with procedures and methods established by the board of trustees of TIP.

(a) Records. The Manager shall maintain proper and complete records relating to the furnishing of investment management services under this Agreement, including records with respect to the securities transactions for the Managed Assets required by Rule 31a-1 under the 1940 Act. All records maintained pursuant to this Agreement shall be subject to examination by the Fund and by persons authorized by it during reasonable business hours upon reasonable notice. Records required by Rule 31a-1 maintained as specified above shall be the property of the Fund; the Manager will preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act and shall surrender such records promptly at the Fund's request. Upon termination of this Agreement, the Manager shall promptly return records that are the Fund's property and, upon demand, shall make and deliver to the Fund true and complete and legible copies of such other records maintained as required by this Section 4(a) as the Fund may reasonably request. The Manager may retain copies of records furnished to the Fund.

(b) Reports to Custodian. The Manager shall provide to the Fund's custodian and to the Fund, on each business day, information relating to all transactions concerning the Managed Assets.

(c) Other Reports. The Manager shall render to the board of trustees of TIP and to TAS such periodic and special reports as the board or TAS may reasonably request.

5. Purchase and Sale of Securities

(a) Selection of Brokers. The Manager shall place all orders for the purchase and sale of securities on behalf of the Fund with brokers or dealers selected by the Manager in conformity with the policy respecting brokerage set forth in the Registration Statement. Neither the Manager nor any of its officers, employees, nor any of its "affiliated persons," as defined in the 1940 Act, will act as principal with respect to the Managed Assets nor will the Manager execute any portfolio transactions for the Managed Assets with a broker or dealer which is (i) an affiliated person of the Fund; (ii) principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person, unless such transactions are: (a) exempt under applicable law or regulation, including under Rule 10f-3(b) or Rule 17a-10; (b) exempt under applicable law or regulation and executed in accordance with the Fund’s procedures adopted thereunder, including the exemptions provided by Rule 10f-3(c) or Rule 17a-7, and the Fund’s Rule 10f-3 procedures or Rule 17a-7 procedures, as the case may be; or (c) executed in accordance applicable law or regulation and executed in accordance with the Fund’s procedures adopted thereunder, including Rule 17e-1 and the Fund's Rule 17e-1 procedures. TIP agrees that it will provide the Manager with a written list of such brokers and dealers and will, from time to time, update such list as necessary. The Manager agrees that it will provide TIP or TAS with a written list of brokers and dealers that are affiliates of the Manager and will, from time to time, update such list as necessary.

In placing such orders, the Manager will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. The Fund acknowledges and accepts that certain operational constraints and regulatory restrictions in China may limit the number of brokers, dealers or derivative counter parties the Manager may engage. In evaluating the terms available for executing particular transactions for the Fund and in selecting broker- dealers (including derivative counter parties) to execute such transactions, the Manager may consider, in addition to commission cost and execution capabilities, those factors that it deems relevant, such as the financial stability and reputation of broker-dealers (including derivative counter parties) and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by such broker-dealers. The Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction which is in excess of the amount of commission another broker- dealer would have charged for effecting that transaction if the Manager determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Fund or to other client accounts as to which it exercises investment discretion.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Aggregating Orders. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other advisory clients of the Manager, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and its other clients.

6. Management Fees; Expenses

(a) Management Fees. Schedule I attached hereto sets out the fees to be paid by the Fund to the Manager by the tenth business day of the month following the month to which the fee relates. The applicable fee rate will be applied to the average daily net assets of the Managed Assets, computed as described in the Fund’s Registration Statement.

(b) Expenses. The Manager shall furnish at its own expense all of its own office facilities, equipment and supplies, and shall perform at its own expense all routine and recurring functions necessary to render the services required under this Agreement including administrative, bookkeeping and accounting, clerical, statistical, and correspondence functions. The Fund shall pay directly, or, if the Manager makes payment, reimburse the Manager for, (i) custodial fees for the Managed Assets, (ii) brokerage commissions, issue and transfer taxes and other costs of securities transactions to which the Fund is a party, including any portion of such commissions attributable to research and brokerage services; and (iii) interest and taxes, if any, payable by the Fund. In addition, the Fund shall pay directly, or, if the Manager makes payment, reimburse the Manager for, such non-recurring special out-of-pocket costs and expenses as may be authorized in advance by the Fund.

7. Non-Exclusivity of Services

The Manager is free to act for its own account and to provide investment management services and advice to others. The Fund acknowledges that the Manager and its affiliates, officers and employees, and the Manager's other clients, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to provide advice or effect a transaction under this Agreement simply because such advice is provided or a transaction is effected for his or its own account or for the account of another client of the Manager or its affiliates. The Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager’s affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund and that the Manager may be restricted from trading the securities of issuers about which it is in possession of material nonpublic information.

The Fund acknowledges and agrees that the Manager may, in its discretion, utilize personnel employed by its affiliates to perform services pursuant to this Agreement by way of a “participating non-US affiliate” agreement in accordance with, and to the extent permitted by, the 1940 Act and the Advisers Act, including the published interpretations thereof by the U.S. Securities and Exchange Commission (“SEC”) or its staff. Should such participating non-US affiliate agreement cease to meet the requirements of the 1940 Act or the Advisers Act, including published interpretations thereof by the SEC or its staff, the Manager’s authority to utilize personnel of its affiliates in the performance of its duties hereunder shall terminate immediately and the Manager shall promptly inform TIP and TAS. For the avoidance of doubt, the Manager acknowledges and agrees that it assumes full responsibility for all actions, and any failure to act, by each person utilized to perform services under this Agreement.

Fund further acknowledges and agrees that the Manager may, except where prohibited by applicable law or regulation, use the services of an affiliate or a third party to perform accounting, administrative, reporting or ancillary services to assist the Manager in performing its duties under this Agreement, provided that such services are not considered to be investment advisory services under the 1940 Act. The Manager will act in good faith and with due diligence in the selection, use and monitoring of such affiliates and third parties, and shall be solely responsible to the Fund for any loss resulting from willful misfeasance, bad faith, fraud, or gross negligence by such affiliate or third party. The Manager shall be solely responsible for any fees, charges, or expenses owed to such affiliates or third parties.

9. Liability

The Manager and any of its affiliates shall not be liable to the Fund, TIP, TAS or any shareholder for any error of judgment, but the Manager shall be liable to the Fund for any loss resulting from willful misfeasance, bad faith, fraud, or gross negligence by the Manager in providing services under this Agreement or from reckless disregard by the Manager of its obligations and duties under this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any rights that the Fund, TIP, or TAS may have under applicable state or federal laws.

10. Representations

(a) The Manager hereby represents to the Fund that the Manager is registered as an investment adviser under the Advisers Act, that it has full power and authority to enter into and perform fully the terms of this Agreement and that the execution of this Agreement on behalf of the Manager has been duly authorized and, upon execution and delivery, this Agreement will be binding upon the Manager in accordance with its terms.

(b) The Manager represents that it is in material compliance with all applicable laws, both federal and state.

(c) TIP hereby represents to the Manager that it has full power and authority to enter into and perform fully the terms of this Agreement and that the execution of this Agreement on behalf of the Fund has been duly authorized and, upon execution and delivery, this Agreement will be binding upon TIP in accordance with its terms.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) TIP acknowledges receipt of Parts 2A and B of the Manager’s Form ADV and Commodity Trading Advisor (CTA) Disclosure Document (if applicable).

(e) TIP represents that TIP and the Fund are in material compliance with all applicable laws and regulations, both federal and state and the Fund is permitted to invest in the securities and investments set out in the Manager’s Investment Guidelines.

11. Term

This Agreement shall continue in effect for a period of two (2) years from the date hereof and shall thereafter be automatically renewed for successive periods of one (1) year each, provided such renewals are specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated without the payment of any penalty, by (a) the Fund, if a decision to terminate is made by the board of trustees of TIP or by a vote of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act), or (b) the Manager, in each case with at least 30 days' written notice from the terminating party and on the date specified in the notice of termination.

This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

12. Amendment

Except as otherwise provided in this Agreement, this Agreement may be amended by mutual consent, but the consent of the Fund must be approved in conformity with the requirements of the 1940 Act and any order of the Securities and Exchange Commission that may address the applicability of such requirements in the case of the Fund. Any such amendment must be in writing and signed by each party.

13. Notices

Notices or other communications required to be given pursuant to this Agreement shall be deemed duly given when delivered electronically, in writing, or sent by fax or three business days after mailing registered mail postage prepaid as follows:

Fund: TIFF Investment Program c/o TIFF Advisory Services, Inc. Attn: General Counsel 170 N. Radnor Chester Road, Suite 300 Radnor, PA 19087 Fax: 610-684-8080 Email: [email protected] with a copy to [email protected]

Manager: Neuberger Berman Asia Limited Suites 2007-2020, 20th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong Attn: General Counsel Email: [email protected]

14. Sole Instrument

This instrument constitutes the sole and only agreement of the parties to it relating to its object and correctly sets forth the rights, duties, and obligations of each party to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect.

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same instrument.

16. Applicable Law

This Agreement shall be governed by, and the rights of the parties arising hereunder construed in accordance with, the laws of the State of Delaware without reference to principles of conflict of laws. Nothing herein shall be construed to require either party to do anything in violation of any applicable law or regulation.

17. Confidential Information

Any information or recommendations supplied by any party to this Agreement, which are not otherwise in the public domain or previously known to another party in connection with the performance of obligations hereunder, including securities or other assets held or to be acquired by the Fund, transactions in securities or other assets effected or to be effected on behalf of the Fund, or financial information or any other information relating to a party to this Agreement, are to be regarded as confidential (“Confidential Information”).

No party may use or disclose to others Confidential Information about the other party, except solely for the legitimate business purposes of the Fund, including but not limited to its affiliates, for which the Confidential Information was provided and in compliance with TIP’s policies on the disclosure of portfolio holdings, to the extent applicable; as may be required by applicable law or rule or compelled by judicial or regulatory authority having competent jurisdiction over the party; or as specifically agreed to in writing by the other party to which the Confidential Information pertains. Further, no party may trade in any securities issued by another party while in possession of material non-public information about that party. Lastly, the Manager may not consult with any other money managers for the Fund about transactions in securities or other assets of the Fund, except for purposes of complying with the 1940 Act or SEC rules or regulations applicable to the Fund. Nothing in this Agreement shall be construed to prevent the Manager from lawfully giving other entities investment advice about, or trading on their behalf in, shares issued by the Fund or securities or other assets held or to be acquired by the Fund.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In witness whereof, the parties hereto execute this Agreement on and make it effective on the Effective Date specified in the first paragraph of this Agreement.

TIFF Investment Program Neuberger Berman Asia Limited on behalf of the Fund

By: /s/ Kelly A. Lundstrom By: /s/ Jason Henchman

Title: Vice President Title: COO

to the Money Manager Agreement (the “Agreement”) dated as of June 13, 2016

between Neuberger Berman Asia Limited (the “Manager”) and TIFF Investment Program for its TIFF Multi-Asset Fund (the “Fund”)

Fee Calculation

As compensation for the services performed and the facilities and personnel provided by the Manager pursuant to the Agreement, the Fund will pay the Manager a fee according to the following formula:

0.90% per annum on the first $100,000,000 of Managed Assets;

0.80% per annum on the next $100,000,000 of Managed Assets;

0.60% per annum thereafter.

The fee shall be prorated for any period that is less than a full calendar month.

All capitalized terms used but not defined in this Schedule I shall have the meanings ascribed to them in the Agreement.

AMENDMENT to MONEY MANAGER AGREEMENT and SCHEDULE I

THIS AMENDMENT is entered into as of June 1, 2016, between Kopernik Global Investors, LLC (the “Manager”) and TIFF Investment Program (“TIP”) for its TIFF Multi-Asset Fund (the “Fund”).

Recitals

WHEREAS, the Manager and the Fund are parties to that certain Money Manager Agreement dated as of December 16, 2014 (the “Agreement”) pursuant to which the Manager serves as an investment adviser to the Fund; and

WHEREAS, pursuant to Section 11 of the Agreement, the parties hereto desire to amend and restate Schedule I to the Agreement to update the fee schedule; and

WHEREAS, the Manager represents that there will be no change in (a) the nature, quality or extent of services to be provided by the Manager; (b) the investment advisory or other services provided to the Fund; or (c) the personnel providing such services as a result of this amendment.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

1. Amendment.

Section 6(a) is hereby amended by deleting in the second line thereof the words “by the tenth business day of the month (a) following the month to which the fee relates.”

Schedule I to the Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Schedule I (b) attached hereto.

2. Miscellaneous.

(a) This Amendment shall be effective as of June 1, 2016.

(b) Except as amended hereby, the Agreement shall remain in full force and effect.

All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the (c) Agreement.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of (d) which together shall constitute one and the same instrument.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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.

TIFF Investment Program Kopernik Global Investors, LLC On behalf of the Fund by

By: /s/ Kelly A. Lundstrom By: /s/ Robert Lamont

Title: Vice President Title: General Counsel & CCO

to the

Money Manager Agreement (the “Agreement”) Dated as of December 16, 2014

between Kopernik Global Investors, LLC (the “Manager”) and TIFF Investment Program for its TIFF Multi-Asset Fund (the “Fund”)

Fee Calculation

Compensation

As compensation for the services performed and the facilities and personnel provided by the Manager for the Fund pursuant to this Agreement, the Fund will pay to the Manager (i) an asset based fee (the “Investment Management Fee”) plus (ii) a performance based fee (the “Performance Based Fee”), each as described below.

All capitalized terms used but not defined in this Schedule I shall have the meanings ascribed to them in the Agreement.

Certain Defined Terms

Calculation Period: Calculation Period means the period that (a) begins on the later of (i) January 1 of any year for which compensation is to be paid pursuant to this Agreement, (ii) June 1, 2016 with respect to the Managed Assets as of that date, or (iii) as to any subsequent Tranche (as defined below), the date of the contribution pertaining to that Tranche; and (b) ends on the earlier of (i) with respect to a Tranche (or portion thereof) from which a complete (or partial) withdrawal is made, the date of such withdrawal, or (ii) December 31 of such year, even if less than 12 full months.

Tranches: The Managed Assets as of June 1, 2016, and each additional contribution of assets that is subsequently placed with the Manager, is a separate “Tranche” of Managed Assets, for purposes of this Fee Schedule; provided, however, that at the end of any Calculation Period for which a Performance Based Fee has been paid with respect to two or more Tranches, those two (or more) Tranches and the Opening Balances of their respective Net Asset Value Memorandum Accounts shall be combined into a single Tranche with a single Net Asset Value Memorandum Account, the Opening Balance of which will become the Opening Value of the Hurdle Memorandum Account for the newly formed Tranche. For purposes of calculating the Performance Based Fee, withdrawals from the various Tranches will be deemed to occur on a “first-in first-out” basis. For the avoidance of doubt, the payment of fees hereunder out of the Managed Assets shall not be considered to be a withdrawal.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Opening Balance: A memorandum account shall be established for each Tranche (each a “Net Asset Value Memorandum Account”), each with an opening balance (“Opening Balance”) to be determined in accordance with this paragraph. The Opening Balance for the first Calculation Period of the Tranche pertaining to the Managed Assets as of June 1, 2016 shall be equal to the net asset value of the Managed Assets as of the close of business on May 31, 2016, computed as described in the Fund’s registration statement. The Opening Balance for the first Calculation Period of each subsequent Tranche shall be equal to the amount of the contribution pertaining to such Tranche. For each subsequent Calculation Period, the Opening Balance of the Net Asset Value Memorandum Account for each Tranche shall be equal to (a) the net asset value of the Managed Assets of such Tranche as of the last day of the Calculation Period just ended, minus (b) the dollar amount of the Performance Based Fee to be paid with respect to such Calculation Period, if any; provided, however, that in the event of a withdrawal of a portion of a Tranche (i) on a date other than December 31, the Opening Balance of the Net Asset Value Memorandum Account in respect of the remaining Managed Assets in such Tranche for the Calculation Period in which the withdrawal occurred shall be adjusted, or (ii) on December 31, the Opening Balance of the Net Asset Value Memorandum Account in respect of the remaining Managed Assets in such Tranche for the Calculation Period immediately following the Calculation Period in which the withdrawal occurred shall be adjusted, in each case, by multiplying the Opening Balance of such Net Asset Value Memorandum Account by (a) one (1), minus (b) a fraction, the numerator of which is the dollar amount withdrawn and the denominator of which is the net asset value of the Managed Assets attributable to that Tranche on the date of, but prior to, the withdrawal.

Hurdle: A separate Hurdle shall be calculated for each Tranche. A memorandum account shall be established for each Tranche (a “Hurdle Memorandum Account”), each with an opening value (“Opening Value”) to be determined in accordance with this paragraph. The Opening Value for each Tranche’s first Calculation Period shall be equal to such Tranche’s Opening Balance. For each subsequent Calculation Period, the Opening Value of the Hurdle Memorandum Account for each Tranche shall be determined as follows: (i) if a Performance Based Fee was paid in respect of a Tranche for a Calculation Period, the Opening Value of the Hurdle Memorandum Account for the immediately succeeding Calculation Period shall be equal to the Opening Balance of the Net Asset Value Memorandum Account for such Tranche for such succeeding Calculation Period; and (ii) if no Performance Based Fee was paid in respect of a Tranche for a Calculation Period, the Ending Value (as defined below) of the Hurdle Memorandum Account for such Tranche as of the last day of the Calculation Period just ended shall be the Opening Value of the Hurdle Memorandum Account for such Tranche in the immediately succeeding Calculation Period.

In the event of a withdrawal of a portion of a Tranche on a date other than December 31, the Opening Value of the Hurdle Memorandum Account in respect of the remaining Managed Assets in such Tranche for the Calculation Period in which the withdrawal occurred shall be adjusted by (i) multiplying the Opening Value of such Hurdle Memorandum Account by (a) one (1), minus (b) a fraction, the numerator of which is the dollar amount withdrawn and the denominator of which is the net asset value of the Managed Assets attributable to that Tranche on the date of, but prior to, the withdrawal, and then (ii) increasing the result by (a) the amount, if any, by which the net asset value of the Managed Assets attributable to that Tranche as of the date of withdrawal was less than the Ending Value of the Hurdle Memorandum Account applicable to that Tranche as of the date of withdrawal (the “Underperformance”), multiplied by (b) a fraction, the numerator of which is the dollar amount withdrawn and the denominator of which is the net asset value of the Managed Assets attributable to that Tranche on the date of, but prior to, the withdrawal.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In the event of a withdrawal of a portion of a Tranche on December 31, if no Performance Based Fee was paid in respect of the Tranche from which the assets were withdrawn, the Opening Value of the Hurdle Memorandum Account in respect of such Tranche for the Calculation Period immediately following the Calculation Period in which the withdrawal occurred shall be (a) the Ending Value of such Hurdle Memorandum Account for such Tranche as of the last day of the Calculation Period just ended, minus (b) the dollar amount withdrawn.

In the event of a complete withdrawal of a Tranche (i) on a date other than December 31, the Opening Value of the Hurdle Memorandum Account in respect of each remaining Tranche for the Calculation Period in which the withdrawal occurred shall be adjusted, or (ii) on December 31, the Opening Value of the Hurdle Memorandum Account in respect of each remaining Tranche for the Calculation Period immediately following the Calculation Period in which the withdrawal occurred, shall be adjusted, in each case, by increasing the Opening Value of each Hurdle Memorandum Account in respect of each remaining Tranche by a proportionate share (based on the Managed Assets in each remaining Tranche compared to the aggregate remaining Managed Assets in all Tranches) of the Underperformance, if any, applicable to the Tranche that was withdrawn.

The ending value (the “Ending Value”) of the Hurdle Memorandum Account for each Tranche for each Calculation Period shall be equal to the Opening Value of the Hurdle Memorandum Account for such Calculation Period multiplied by the sum of (i) one (1), plus (ii) the percentage return of the MSCI All Country World Index, Net Dividends Reinvested, USD [ticker: NDUEACWF] for such Calculation Period.

Investment Management Fee: The Fund will pay the Manager an asset based fee of 10 basis points (0.10%) per annum, calculated monthly as of the last day of the calendar month based on the average daily net assets (gross of expenses except custodian transaction charges, the Investment Management Fee, and the Performance Based Fee) of the Managed Assets for the month to which the fee relates, computed as described in the Fund’s registration statement. The Investment Management Fee will be paid no later than the last day of the month immediately following the end of the month to which the fee relates and will be prorated for any period that is less than a full calendar month. The Investment Management Fee will be paid from the Managed Assets, except for those fees payable subsequent to a complete withdrawal of the Managed Assets which will be paid out of other Fund assets.

Calculation and Payment of Performance Based Fee: For each Calculation Period, the Performance Based Fee pertaining to a Tranche will be equal to 20% of the amount, if any, by which the net asset value of the Managed Assets attributable to that Tranche at the end of the Calculation Period exceeds the Ending Value of the Hurdle Memorandum Account applicable to that Tranche for such Calculation Period (the “Outperformance”); provided, however, that in the event of a withdrawal of a portion of a Tranche on a date other than December 31, the Performance Based Fee pertaining to such withdrawn assets shall be determined immediately prior to such withdrawal and will be equal to 20% of the Outperformance multiplied by a fraction, the numerator of which is the dollar amount withdrawn and the denominator of which is the net asset value of the Managed Assets attributable to that Tranche on the date of, but prior to, the withdrawal. Performance Based Fees shall be payable in arrears in the month that follows the last calendar month of the Calculation Period. Performance Based Fees and payment thereof shall be calculated separately for each Tranche. Performance Based Fee shall be paid from the applicable Tranche.

Execution copy

Money Manager Agreement

This agreement (the “Agreement”) is between TIFF Investment Program (“TIP”), a Delaware statutory trust, for its TIFF Multi- Asset Fund (the “Fund”), and Shapiro Capital Management LLC (the “Manager”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is effective as of April 13, 2017 (the “Effective Date”).

Recitals

TIP is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

TIP wishes to retain the Manager to render advisory services to the Fund and the Manager is willing to render those services.

Now, therefore, the parties agree as follows:

1. Managed Assets

2. Appointment and Powers of Manager; Investment Approach

(b) Powers. Subject to the supervision of the Board of Trustees of TIP and subject to the supervision of TIFF Advisory Services, Inc. (“TAS”) as Investment Adviser to the Fund, the Manager shall direct investment of the Managed Assets in accordance with the Manager’s Investment Approach and the requirements of Section 3(a). TIP, acting on behalf of the Fund, grants the Manager authority to:

Acquire (by purchase, exchange, subscription, or otherwise), hold and dispose of (by sale, exchange, or (i) otherwise) investments and other securities;

(ii) Determine what portion of the Managed Assets will be held uninvested; and

Enter into such agreements and make such representations (including representations regarding the purchase (iii) of securities for investment) as may be necessary or proper in connection with the performance by the Manager of its duties hereunder.

(c) Power of Attorney. To enable the Manager to exercise fully the discretion granted hereunder, TIP appoints the Manager as its attorney-in-fact to invest, sell, and reinvest the Managed Assets as fully as TIP itself could do. The Manager hereby accepts this appointment.

(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 instructions received from the Fund as to the voting of securities and handling of proxies.

(f) Reporting. The Manager shall furnish to TIP upon reasonable request such information that TIP may reasonably require to complete documents, reports, or regulatory filings.

3. Requirements; Duties

TIP’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (i) as filed with the Securities and Exchange Commission relating to the Fund and the shares of common stock in the Fund, as such Registration Statement may be amended from time to time (the “Registration Statement”);

The 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws (ii) and regulations which apply to the Manager in conjunction with performing services for the Fund, if any;

(iii) Written instructions and directions of the Board of Trustees of TIP;

(iv) Written instructions and directions of TAS; and

The Manager’s Investment Guidelines, which may be amended from time to time through mutual agreement (v) by the Manager and TAS.

The Manager only shall be responsible for complying with those requirements specified in this Paragraph 3 to the extent it has received from TIP or TAS written instructions or directions or the document that contains or states such requirements, other than the 1940 Act or the Internal Revenue Code of 1986.

(b) Responsibility with Respect to Actions of Others. TIP places the investment portfolio of each of its funds, including the Fund, with one or more investment managers. To the extent the applicability of, or conformity with, the Requirements depends upon investments made by, or activity of, managers other than the Manager, the Manager agrees to comply with such Requirements: (i) to the extent that such compliance is within the Manager’s Investment Guidelines; and (ii) to the extent that the Manager is provided with information sufficient to ascertain the applicability of such Requirements. If it appears to the Fund at any time that the Fund may not be in compliance with any Requirement and the Fund or TAS so notifies the Manager, the Manager shall promptly take such actions not inconsistent with applicable law as the Fund or TAS may reasonably specify to effect compliance.

(c) Responsibility with Respect to Performance of Duties. Except as permitted by Paragraph 7 of this Agreement, in performing its duties under this Agreement, the Manager will act solely in the interests of the Fund and shall use reasonable care and its best judgment in matters relating to the Fund. The Manager will not deal with the Managed Assets in its own interest or for its own account.

(d) Valuation. The Manager shall not be responsible for calculating the Net Asset Value of the Fund’s portfolio or making final decisions on the value of portfolio securities used to calculate such net asset value, but must review regularly the pricing of the Managed Assets as made available by or on behalf of the Fund. The Manager agrees to notify the Fund promptly if the Manager reasonably believes that the value of any portfolio security comprising the Managed Assets may not reflect fair value. The Manager agrees to provide upon request any pricing information of which the Manager is aware to the Fund, to TAS, or to the Fund’s administrator to assist in the determination of the fair value of any portfolio security for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s valuation procedures for the purpose of calculating the Fund’s Net Asset value in accordance with procedures and methods established by the board of trustees of TIP.

4. Recordkeeping and Reporting

(a) Records. The Manager shall maintain proper and complete records relating to the furnishing of investment management services under this Agreement, including records with respect to the securities transactions for the Managed Assets required by Rule 31a-1 under the 1940 Act. All records maintained pursuant to this Agreement shall be subject to examination by the Fund and by persons authorized by it during reasonable business hours upon reasonable notice. Records required by Rule 31a-1 maintained as specified above shall be the property of the Fund; the Manager will preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act and shall surrender such records promptly at the Fund's request. Upon termination of this Agreement, the Manager shall promptly return records that are the Fund's property and, upon demand, shall make and deliver to the Fund true and complete and legible copies of such other records maintained as required by this Section 4(a) as the Fund may request. The Manager may retain copies of records furnished to the Fund.

(b) Reports to Custodian. The Manager shall provide to the Fund's custodian and to the Fund, on each business day, information relating to all transactions concerning the Managed Assets.

(c) Other Reports. The Manager shall render to the Board of Directors of TIP and to TAS such periodic and special reports as the Board or TAS may reasonably request.

5. Purchase and Sale of Securities

In placing such orders, the Manager will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Fund and in selecting broker-dealers to execute such transactions, the Manager may consider, in addition to commission cost and execution capabilities, those factors that it deems relevant, such as the financial stability and reputation of broker- dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by such broker-dealers. The Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Manager determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Fund or to other client accounts as to which it exercises investment discretion.

The Manager will not be liable to Client for acts or omissions made by the Administrator, Custodian, or other service provider to the Fund, unless such liability resulted from acts or omissions of the Manager or from information from the Manager.

(b) Aggregating Orders. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other advisory clients of the Manager, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and its other advisory clients.

6. Management Fees; Expenses

(a) Management Fees. Schedule I attached hereto sets out the fees to be paid by the Fund to the Manager each month on or before the last business day of the month that follows the end of each rolling 12-month measurement period described in Schedule I. The applicable fee rate will be applied to the average daily net assets (gross of expenses except custodian transaction charges) of the Managed Assets for the applicable rolling 12-month measurement period, computed as described in the Fund’s Registration Statement, and the result divided by 12 to determine the fee payable for each month.

(b) Expenses. The Manager shall furnish at its own expense all of its own office facilities, equipment and supplies, and shall perform at its own expense all routine and recurring functions necessary to render the services required under this Agreement, including administrative, bookkeeping and accounting, clerical, statistical, and correspondence functions. The Fund shall pay directly, or, if the Manager makes payment, reimburse the Manager for, (i) custodial fees for the Managed Assets, (ii) brokerage commissions, issue and transfer taxes and other costs of securities transactions to which the Fund is a party, including any portion of such commissions attributable to research and brokerage services; and (iii) taxes, if any, payable by the Fund. In addition, the Fund shall pay directly, or, if the Manager makes payment, reimburse the Manager for, such non-recurring special out-of-pocket costs and expenses as may be authorized in advance by the Fund.

7. Non-Exclusivity of Services

The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other advisory clients, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another advisory client. The Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager’s affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to the Fund.

8. Liability

The Manager shall not be liable to the Fund, TIP, or TAS for any error of judgment, acts, omission, or mistake of law or any loss arising out of its obligations and duties in providing services under this Agreement, except that the Manager shall be liable to the Fund for any loss resulting from Manager’s willful misfeasance, bad faith, gross negligence or reckless disregard by the Manager of its obligations and duties in providing services under this Agreement. The Manager shall not be held liable for any acts or omissions of the Fund’s Custodian or Administrator or any other third party, unless such liability resulted from acts or omissions of the Manager or information from the Manager. Nothing in this Agreement shall constitute a waiver or limitation of any rights which the Fund, TIP, or TAS may have under applicable state or federal laws, including under the Advisers Act. The Manager agrees that any liabilities arising as a result of the Manager’s performance under the previous agreement between the parties, dated as of June 27, 2012 shall survive termination of such agreement.

TIP understands that the Manager, in the performance of its obligations and duties under this Agreement, is entitled to rely in good faith upon the accuracy of the information furnished by, or on behalf of, the Fund without further investigation.

9. Representations

(a) The Manager hereby represents to the Fund that the Manager is registered as an investment adviser under the Advisers Act, that it has full power and authority to enter into and perform fully the terms of this Agreement, and that the execution of this Agreement on behalf of the Manager has been duly authorized and, upon execution and delivery, this Agreement will be binding upon the Manager in accordance with its terms.

(b) The Manager represents that it is in material compliance with all applicable laws, both federal and state.

(c) TIP hereby represents to the Manager that it has full power and authority to enter into this Agreement, its execution and delivery of this Agreement on behalf of the Fund have been duly authorized and that this Agreement represents the legal, valid and binding obligation of TIP, enforceable in accordance with its terms.

(d) TIP acknowledges receipt of Parts 2A and B of the Manager’s Form ADV and Commodity Trading Advisor (CTA) Disclosure Document (if applicable).

(e) TIP hereby represents that TIP and the Fund are in material compliance with all applicable state and federal securities laws and regulations.

10. Term

This Agreement shall continue in effect for a period of two (2) years from the date hereof and shall thereafter be automatically renewed for successive periods of one (1) year each, provided such renewals are specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated without the payment of any penalty, by (a) the Fund, if a decision to terminate is made by the Board of Trustees of TIP or by a vote of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act), or (b) the Manager, and in either case with at least 30 days' written notice from the terminating party and on the date specified in the notice of termination.

The rights and obligations that are provided in section (f) of Paragraph 2 and Paragraph 8 shall survive the cancellation, expiration, or termination of this Agreement.

This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

11. Amendment

12. Notices

Notices or other communications required to be given pursuant to this Agreement shall be deemed duly given when delivered electronically, in writing, or sent by fax or three days after mailing registered mail postage prepaid as follows:

To TIP, the Fund, or both: TIFF Investment Program c/o TIFF Advisory Services, Inc. Attn: General Counsel 170 N. Radnor Chester Road Suite 300 Radnor, PA 19087

Fax: 610-684-8080 Email: [email protected]

Manager: Shapiro Capital Management LLC One Buckhead Plaza, Suite 1555 3060 Peachtree Road NW Atlanta, GA 30305

Fax: 404-842-9610

Each party may change its address by giving notice as herein required.

13. Sole Instrument

14. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same instrument.

15. Applicable Law

16. Change in Management or Control of Manager

The Manager agrees to notify TIP and the Fund in writing of any changes in the membership of the Manager within a reasonable time period after such change.

17. Confidential Information

No party may use or disclose to others Confidential Information about the other party, except solely for the legitimate business purposes of the Fund for which the Confidential Information was provided; as may be required by applicable law or rule or compelled by judicial or regulatory authority having competent jurisdiction over the party; or as specifically agreed to in writing by the other party to which the Confidential Information pertains. Further, no party may trade in any securities issued by another party while in possession of material non-public information about that party. Lastly, the Manager may not consult with any other money managers for the Fund about transactions in securities or other assets of the Fund, except for purposes of complying with the 1940 Act or SEC rules or regulations applicable to the Fund. Nothing in this Agreement shall be construed to prevent the Manager from lawfully giving other entities investment advice about, or trading on their behalf in, shares issued by the Fund or securities or other assets held or to be acquired by the Fund.

In witness whereof, the parties hereto execute this Agreement on and make it effective on the Effective Date specified in the first paragraph of this Agreement.

TIFF Investment Program Shapiro Capital Management LLC on behalf of the Fund

/s/ Dawn I. Lezon /s/ Sam Shapiro Signature Signature

Dawn I. Lezon, CFO, Treasurer Sam Shapiro, Chairman Print Name/Title Print Name/Title

Schedule I Dated April 13, 2017

to the

Money Manager Agreement (the “Agreement”) Dated as of April 13, 2017

Between

Shapiro Capital Management LLC (the “Manager”) and TIFF Investment Program for its TIFF Multi-Asset Fund (the “Fund”)

Note: This new Agreement has been entered into following a termination resulting from an assignment of the previous agreement between the parties, dated as of June 27, 2012, and shall not be considered an early termination under the provisions of the previous agreement. The compensation and fee schedule that were in effect at the time of the termination of the previous agreement and the compensation and fee schedule set for herein are identical, and the fees payable to the Manager hereunder shall be calculated using the applicable measuring periods as though there was no termination.

Compensation

As compensation for the services performed and the facilities and personnel provided by the Manager pursuant to this Agreement, the Fund will pay to the Manager a fee according to the following formula:

Fee = 46 + [0.130 x {Excess Return – 121}]; subject to Floor of 50 bp, Cap of 95 bp and computed in accordance with the following provisions.

All capitalized terms used but not defined in this Schedule I shall have the meanings ascribed to them in the Agreement.

Certain Defined Terms

"Beginning Date" shall mean the date that the Manager begins (or resumes after a hiatus) to render services under this Agreement.

"Minimum Fee" shall mean, with respect to any full calendar month, the result obtained by multiplying the average daily value of the net assets (gross of expenses) of the Managed Assets during such month by 1/12th of the "floor rate" set forth in Schedule 1 to this Agreement.

"Performance Adjusted Fee," shall mean the result obtained by multiplying the average daily value of the net assets of the Managed Assets during the performance measurement period by 1/12th of the Performance Fee Rate determined in accordance with this Schedule 1, where the performance measurement period is the one-year period beginning on the first day of the twelfth month prior to such month and ending on the last day of the month prior to such month.

"Performance Fee Rate" shall mean the rate of fee produced by application of the formula set forth in Schedule 1 hereto. Under such formula, the rate of fee varies directly with the time-weighted rate of return achieved for the Fund by the Manager over the applicable performance measurement period, but is never greater than the "cap" rate nor less than the "floor" rate specified in the formula. The rate of fee varies above and below the "fulcrum" fee rate, i.e., the rate that is midway between the cap rate and the floor rate, depending on the amount by which the Manager's return exceeds, or is less than, the return of the "benchmark" specified in the formula. (The rate of return at which the Performance Fee Rate will equal the fulcrum fee rate is equal to the benchmark return plus the "hurdle" rate incorporated in the formula.) The rate at which the Performance Fee Rate changes in response to a specified increment of change in the Manager's performance relative to the performance of the benchmark is constant. The Performance Fee Rate will change as the Manager's performance varies from the performance of the benchmark in increments of one basis point.

Fee For Services

(a) Fee. For services rendered by the Manager hereunder during consecutive full calendar months; the Manager shall be entitled to a fee equal to the Performance Adjusted Fee, payable by the Fund during the month following the month in which such fees are earned.

(b) Early Termination. If the Manager ceases to render services hereunder at any time during, and before the end of, any calendar month, the Manager shall be entitled to a fee for services rendered hereunder during such month equal to 150% of the Minimum Fee (prorated based on the number of days during such calendar month that the Manager provided services hereunder) payable by the Fund during the month following the month in which the Manager ceased to render services hereunder.

(c) The parties agree that the entering into of this Agreement shall not be considered an early termination with respect to the Fund under the provisions of the previous agreement. The compensation and fee schedule that were in effect under the previous agreement and the compensation and fee schedule herein are identical, and the fees payable to the Manager hereunder shall be calculated using the applicable measuring periods as though the previous agreement had not been superseded with this Agreement.

This agreement (the “Money Manager Agreement”) is between TIFF Investment Program (“TIP”), a Delaware statutory trust, for its TIFF Multi-Asset Fund (the “Fund”), and TB Alternative Assets Ltd. (the “Manager”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is effective as of June 13, 2016 (the “Effective Date”).

Recitals

TIP is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

TIP wishes to retain the Manager to render advisory services to the Fund and the Manager is willing to render those services.

The parties therefore agree as follows:

1. Managed Assets

2. Appointment and Powers of Manager; Investment Approach

acquire (by purchase, exchange, subscription, or otherwise), hold, and dispose of (by sale, exchange, or (i) otherwise) securities and other investments;

(ii) determine what portion of the Managed Assets will be held uninvested; and

enter into such agreements and make such representations (including representations regarding the purchase of (iii) securities for investment) as may be necessary or proper in connection with the performance by the Manager of its duties hereunder.

(f) Reporting. The Manager shall furnish to TIP upon reasonable request such information that TIP may reasonably require to complete documents, reports, or regulatory filings.

3. Requirements; Duties

TIP’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (ii) as filed with the Securities and Exchange Commission relating to the Fund and the shares of beneficial interest in the Fund, as such Registration Statement may be amended from time to time (the “Registration Statement”);

the Manager’s Investment Guidelines, which may be amended from time to time through mutual agreement (iii) by TAS and the Manager;

(iv) written instructions and directions of the board of trustees of TIP;

the laws and regulations of the Hong Kong Special Administrative Region and the People’s Republic of China (the “PRC”), the Hong Kong and PRC regulations applicable to their respective stock exchanges and the Shanghai-Hong Kong Stock Connect program (including any future Shenzhen-Hong Kong Stock Connect (iv) program), including, but not limited to, requirements limiting off-exchange transfers of shares and prohibitions against overselling of shares. To the extent required by PRC law or any representative of the PRC government, the Manager will comply with PRC requirements relating to short-swing profits, disclosure of interests, and foreign ownership limits; and

(vi) written instructions and directions of TAS.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Responsibility with Respect to Actions of Others. TIP may place the investment portfolio of each of its funds, including the Fund, with one or more investment managers. To the extent the applicability of, or conformity with, the Requirements depends upon investments made by, or activity of, the managers other than the Manager, the Manager agrees to comply with such Requirements: (i) to the extent that such compliance is within the Manager’s Investment Guidelines; and (ii) to the extent that the Manager is provided with information sufficient to ascertain the applicability of such Requirements. If it appears to the Fund at any time that the Fund may not be in compliance with any Requirement and the Fund or TAS so notifies the Manager, the Manager shall promptly take such actions not inconsistent with applicable law or regulation as the Fund or TAS may reasonably specify to effect compliance.

(d) Valuation. The Manager shall not be responsible for calculating the Net Asset Value of the Fund’s portfolio or making final decisions on the value of portfolio securities used to calculate such net asset value, but must review regularly the pricing of the Managed Assets as made available by or on behalf of the Fund. The Manager agrees to notify the Fund promptly if the Manager reasonably believes that the value of any portfolio security comprising the Managed Assets may not reflect fair value. The Manager agrees to provide upon request any pricing information of which the Manager is aware to the Fund, to TAS, or to the Fund’s administrator to assist in the determination of the fair value of any portfolio security for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund’s valuation procedures for the purpose of calculating the Fund’s Net Asset value in accordance with procedures and methods established by the board of trustees of TIP.

4. Recordkeeping and Reporting

(a) Records. The Manager shall maintain proper and complete records relating to the furnishing of investment management services under this Agreement, including records with respect to the securities transactions for the Managed Assets required by Rule 31a-1 under the 1940 Act. All records maintained pursuant to this Agreement shall be subject to examination by the Fund and by persons authorized by it during reasonable business hours upon reasonable notice. Records required by Rule 31a-1 maintained as specified above shall be the property of the Fund; the Manager will preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act and shall surrender such records promptly at the Fund's request. Upon termination of this Agreement, the Manager shall promptly return records that are the Fund's property and, upon demand, shall make and deliver to the Fund true and complete and legible copies of such other records maintained as required by this Section 4(a) as the Fund may request. The Manager may retain copies of records furnished to the Fund.

(b) Reports to Custodian. The Manager shall provide to the Fund's custodian and to the Fund, on each business day, information relating to all transactions concerning the Managed Assets.

(c) Other Reports. The Manager shall render to the board of trustees of TIP and to TAS such periodic and special reports as the board or TAS may reasonably request.

In placing such orders, the Manager will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Fund and in selecting broker-dealers to execute such transactions, the Manager may consider, in addition to commission cost and execution capabilities, those factors that it deems relevant, such as the financial stability and reputation of broker- dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by such broker-dealers. The Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Manager determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Fund or to other client accounts as to which it exercises investment discretion.

6. Management Fees; Expenses

(a) Management Fees. Schedule I attached hereto sets out the fees to be paid by the Fund to the Manager.

The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other clients, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another client. The Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager’s affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund and that the Manager may be restricted from trading the securities of issuers about which it is in possession of material nonpublic information.

8. Delegation of Services to Affiliates

9. Liability

The Manager shall not be liable to the Fund, TIP, or TAS for any error of judgment, but the Manager shall be liable to the Fund for any loss resulting from willful misfeasance, bad faith, or gross negligence by the Manager in providing services under this Agreement or from reckless disregard by the Manager of its obligations and duties under this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any rights that the Fund, TIP, or TAS may have under applicable state or federal laws.

10. Representations

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The Manager represents that it is in material compliance with all applicable laws, both federal and state.

(d) TIP acknowledges receipt of Parts 2A and B of the Manager’s Form ADV and Commodity Trading Advisor (CTA) Disclosure Document (if applicable).

(e) TIP represents that TIP and the Fund are in material compliance with all applicable laws and regulations, both federal and state.

11. Term

This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

12. Amendment

13. Notices

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fund: TIFF Investment Program c/o TIFF Advisory Services, Inc. Attn: General Counsel 170 N. Radnor Chester Road, Suite 300 Radnor, PA 19087 Fax: 610-684-8080 Email: [email protected] with a copy to [email protected]

Manager: TB Alternative Assets Ltd. Units 2001-2004, Agricultural Bank of China Tower 50 Connaught Road Central, Central, Hong Kong Fax: +852 3428-5700 Email: [email protected] / [email protected]

Each party may change its address by giving notice as herein required.

14. Sole Instrument

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same instrument.

16. Applicable Law

17. Confidential Information

TIFF Investment Program TB Alternative Assets Ltd. on behalf of the Fund

By: /s/ Kelly A. Lundstrom By: /s/ Shujun Li

Title: Vice President Title: Director

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SCHEDULE I to the Money Manager Agreement (the “Agreement”) dated as of June 13, 2016 between

TB Alternative Assets Ltd. And TIFF Investment Program for its TIFF Multi-Asset Fund (the “Fund”) Fee Calculation

Compensation

All capitalized terms used but not defined in this Schedule I shall have the meanings ascribed to them in the Agreement.

Certain Defined Terms

Calculation Period: Calculation Period means the period that (a) begins on the later of (i) January 1 of any year for which compensation is to be paid pursuant to this Agreement, (ii) July 1, 2016 with respect to the initial Managed Assets, or (iii) as to any subsequent Tranche (as defined below), the date of the contribution pertaining to that Tranche or such other date as the parties may agree in writing; and (b) ends on the earlier of (i) with respect to a Tranche (or portion thereof) from which a complete (or partial) withdrawal is made, the date of such withdrawal, or (ii) December 31 of such year, even if less than 12 full months. For the avoidance of doubt, the payment of fees hereunder out of the Managed Assets shall not be considered to be a withdrawal.

Tranches: The Managed Assets initially placed with the Manager, and each additional contribution of assets that is subsequently placed with the Manager, is a separate “Tranche” of Managed Assets, for purposes of this Fee Schedule; provided, however, that at the end of any Calculation Period for which a Performance Based Fee has been paid with respect to two or more Tranches, those two (or more) Tranches and the Opening Balances of their respective Net Asset Value Memorandum Accounts shall be combined into a single Tranche with a single Net Asset Value Memorandum Account, the Opening Balance of which will become the Opening Value of the Hurdle Memorandum Account for the newly formed Tranche. For purposes of calculating the Performance Based Fee, withdrawals from the various Tranches will be deemed to occur on a “first-in first-out” basis, unless the Fund indicates otherwise when instructing the withdrawal.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Opening Balance: A memorandum account shall be established for each Tranche (each a “Net Asset Value Memorandum Account”), each with an opening balance (“Opening Balance”) to be determined in accordance with this paragraph. The Opening Balance for the first Calculation Period of each Tranche established in respect of Managed Assets shall be equal to (a) in respect of the initial Managed Assets placed with the Manager on or about June 13, 2016, the closing net asset value of the Managed Assets of such Tranche as of June 30, 2016; and (b) for each subsequent Tranche, (i) the amount of the contribution pertaining to such Tranche or (ii) if the Calculation Period for such Tranche begins on a date other than the date of contribution, the net asset value of the Managed Assets of such Tranche as of such date as the parties may agree in writing. For each subsequent Calculation Period, the Opening Balance of the Net Asset Value Memorandum Account for each Tranche shall be equal to (a) the net asset value of the Managed Assets of such Tranche as of the last day of the Calculation Period just ended, minus (b) the dollar amount of the Performance Based Fee to be paid with respect to such Calculation Period, if any; provided, however, that in the event of a withdrawal of a portion of a Tranche (i) on a date other than December 31, the Opening Balance of the Net Asset Value Memorandum Account in respect of the remaining Managed Assets in such Tranche for the Calculation Period in which the withdrawal occurred shall be adjusted, or (ii) on December 31, the Opening Balance of the Net Asset Value Memorandum Account in respect of the remaining Managed Assets in such Tranche for the Calculation Period immediately following the Calculation Period in which the withdrawal occurred shall be adjusted, in each case, by multiplying the Opening Balance of such Net Asset Value Memorandum Account by (a) one (1), minus (b) a fraction, the numerator of which is the dollar amount withdrawn and the denominator of which is the net asset value of the Managed Assets attributable to that Tranche on the date of, but prior to, the withdrawal.

The ending value (the “Ending Value”) of the Hurdle Memorandum Account for each Tranche for each Calculation Period shall be calculated as follows: (i) the Opening Value of the Hurdle Memorandum Account for such Calculation Period shall be multiplied by the sum of (a) one (1), plus (b) the percentage Return of the Composite Benchmark for the first month in the Calculation Period, resulting in a month-end value (the “Month-End Value”); (ii) this same calculation shall be repeated for each full or partial month remaining in the Calculation Period using the prior month’s Month-End Value in lieu of the Opening Value; (iii) the final Month-End Value in the Calculation Period shall be the Ending Value of the Hurdle Memorandum Account for such Calculation Period.

Return of the Composite Benchmark: The Return of the Composite Benchmark for each Tranche shall be equal to (i) the sum of (a) the percentage return of the MSCI China Index, Daily Total Return (net) USD (ticker: NDEUCHF) plus (b) the percentage return of the CSI 300 Index Total Return (net) USD (ticker: CSIN0301); divided by (ii) two (2).

Investment Management Fee: The Fund will pay the Manager an asset based fee of 75 basis points (0.75%) per annum, calculated monthly as of the last day of the calendar month based on the average daily net assets (gross of expenses except custodian transaction charges, the Investment Management Fee, and the Performance Based Fee) of the Managed Assets for the month to which the fee relates, computed as described in the Fund’s registration statement. The Investment Management Fee will be paid no later than the last day of the month immediately following the end of the month to which the fee relates and will be prorated for any period that is less than a full calendar month. The Investment Management Fee will be paid from the Managed Assets, except for those fees payable subsequent to a complete withdrawal of the Managed Assets which will be paid out of other Fund assets.

Calculation and Payment of Performance Based Fee: For each Calculation Period, the Performance Based Fee pertaining to a Tranche will be equal to 15% of the amount, if any, by which the net asset value of the Managed Assets attributable to that Tranche at the end of the Calculation Period exceeds the Ending Value of the Hurdle Memorandum Account applicable to that Tranche for such Calculation Period (the “Outperformance”); provided, however, that in the event of a withdrawal of a portion of a Tranche on a date other than December 31, the Performance Based Fee pertaining to such withdrawn assets shall be determined immediately prior to such withdrawal and will be equal to 15% of the Outperformance multiplied by a fraction, the numerator of which is the dollar amount withdrawn and the denominator of which is the net asset value of the Managed Assets attributable to that Tranche on the date of, but prior to, the withdrawal. Performance Based Fees shall be payable in arrears in the month that follows the last calendar month of the Calculation Period. Performance Based Fees and payment thereof shall be calculated separately for each Tranche. Performance Based Fee shall be paid from the applicable Tranche.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of the TIFF Investment Program of our report dated March 1, 2017, relating to the financial statements and financial highlights, which appears in the TIFF Multi-Asset Fund’s and TIFF Short-Term Fund’s Annual Report on Form N-CSR for the year ended December 31, 2016. We also consent to the references to us under the headings “Financial Statements", "Independent Registered Public Accounting Firm" and "Financial Highlights" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania May 1, 2017

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information dated May 1, 2017 and to the incorporation by reference into this Registration Statement (Form N-1A) (Post-Effective Amendment No. 51 to File No. 33-73408) of TIFF Investment Program of our reports dated February 29, 2016 on the financial statements and financial highlights of the TIFF Multi-Asset Fund and TIFF Short-Term Fund, included in the 2015 Annual Report to shareholders.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania April 25, 2017

Effective: February 2016

Page

Introduction 3

1. Prohibited Activities 4

2. Gifts & Entertainment; Charitable and Political Giving; Placement Agents; Bribery 7

3. Personal Conflicts of Interest 10

4. Reporting Requirements 11

5. Administrative Procedures 12

6. General Guidance 13

7. Insider Trading Policies and Procedures 14

Appendix A – Code of Ethics Summary Table 15

Appendix B – Reporting Requirements Table 17

Appendix C – Definitions 18

Appendix D – Exemptions to Code Rules 21

Date Version September 27, 2004 Initial Code of Ethics February 01, 2005 First Amendments to Code of Ethics September 01, 2005 Second Amendment to Code of Ethics January 01, 2007 Third Amendment to Code of Ethics January 31, 2012 Fourth Amendment to Code of Ethics February 1, 2016 Fifth Amendment to Code of Ethics

This Code of Ethics (”Code”) covers all employees of Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc. (collectively “Mondrian”). The Code includes standards of business conduct that are expected of Mondrian employees, and that reflect Mondrian’s fiduciary duties. The Code requires compliance with applicable U.K. regulations and U.S. federal securities laws, and incorporates procedures to implement such compliance. The responsibility for maintenance and enforcement of the Code lies substantially with the Chief Compliance Officer.

It is the duty of all Mondrian employees, officers and directors to conduct themselves with integrity, and at all times to place the interests of clients first. All personal securities transactions will be conducted consistent with, and in the spirit of, the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility. The fundamental standard of this Code is that personnel should not take any inappropriate advantage of their positions.

Mondrian is authorised and regulated by the Financial Conduct Authority (“FCA”) in the U.K. and the Securities and Exchange Commission (“SEC”) in the U.S. This Code is designed to adhere to the standards of ethical conduct set by both regulators. Furthermore, Rule 17j-1 under the U.S. Investment Company Act of 1940 and Rule 204A-1 of the U.S. Investment Advisers Act of 1940 (the “Rules”) make it unlawful for certain persons, including any employee, officer or director of an investment adviser, in connection with the purchase or sale by such person of a security held or to be acquired by a client account:

(1) To employ any device, scheme or artifice to defraud; To make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, (2) in light of the circumstances in which they are made, not misleading; (3) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or (4) To engage in any manipulative practice.

The Rules also require investment adviser firms to adopt a written code of ethics containing provisions reasonably necessary to prevent certain persons from engaging in acts in violation of the above standard. Investment adviser firms should also use reasonable diligence and institute procedures reasonably necessary to prevent violations of that code.

Employees must report any violations of the Code promptly to the Chief Compliance Officer.

1. Prohibited Activities

I. The following restrictions apply to all Employees. A summary of these requirements is available at Appendix A.

No Employee shall engage in any act, practice or course of conduct, which would violate the provisions of the Rules set (a) forth below.

General Requirement and Exceptions: No Employee shall purchase or sell, directly or indirectly, any Security which (b) to his/her knowledge is being actively considered for purchase or sale by Mondrian; except that this prohibition shall not apply to:

(1) transactions that have been pre-cleared in accordance with the requirements of paragraph 1- I (f) below;

(2) purchases or sales that are non-voluntary on the part of either the person or the account;

(3) purchases which result from a scrip dividend or are part of an automatic dividend reinvestment plan;

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to (4) the extent such rights were acquired from such issuer, and sales of such rights so acquired;

other purchases and sales specifically approved by the Chief Executive Officer, with the advice of the General Counsel (5) and/or the Chief Compliance Officer, and deemed appropriate because of unusual or unforeseen circumstances. A list of any securities excepted will be maintained by the Compliance & Risk Team; and

purchases or sales made by a third party in a Managed Account, provided that such purchases or sales do not reflect a (6) pattern of conflict.

sales which result from a compulsory company tender offer. Voluntary decisions require pre-disclosure to the Chief (7) Compliance Officer.

purchases or sales in respect of transfers between brokerage accounts, providing it represents a like-for-like amount (8) for example in the case of transferring stocks to a new ISA provider.

3-Day Rule: No Employee may execute a buy or sell order for an account in which he or she has beneficial ownership or (c) control until the third trading day following the execution of a Mondrian buy or sell order in that same Security.

Monthly Trading Limits: No more than twenty (20) Security transactions are permitted per calendar month. This limit is (d) applicable in aggregate to all Security transactions in which the covered person has a beneficial interest.

Disgorgement: Despite any fault or impropriety, any Employee who executes a buy or sell for an account in which he/she has beneficial ownership or control either (i) before the third trading day following the execution of a Mondrian order in the same security, or (ii) where deemed necessary, when there are pending orders for a Mondrian transaction as reflected on the (e) open order blotter, shall forfeit any profits made (in the event of purchases) or loss avoided (in the event of sales), whether realised or unrealised, in the period from the date of the personal transaction to the end of the proscribed trading period. Payment of the amount forfeited shall be made by cheque or in cash to a charity of Mondrian's choice and the payment will be overseen by the Chief Compliance Officer.

Preclearance Requirement: Except for Managed Accounts meeting the provisions of Section 1- I (b)(6) above, each Employee’s personal transactions or transactions for an account in which he/she has beneficial ownership or control must be pre-cleared using the PTA Connect system. The request for preclearance must be submitted prior to entering any orders for personal transactions. Preclearance is generally only valid for 24 hours after the request is authorised and if the order (f) is not executed within the 24 hour period, the preclearance request must be resubmitted. In certain circumstances, where the timing of the trade execution is outside of the control of the Employee, the Chief Compliance Officer may allow an extension to this period. Regardless of preclearance, all transactions remain subject to the provisions of (b), (c), (d) and (e) above.

60-Day Rule: Short term trading in Securities resulting in a profit is prohibited. All opening positions must be held for a period of 60 days, in the aggregate, before they can be closed at a profit (see Appendix D for certain exemptions). Any (g) short term trading profits are subject to the disgorgement procedures outlined in (e) above and at the maximum level of profit obtained. The closing of positions at a loss within 60 days is not prohibited.

Initial Public Offerings: Employees are prohibited from purchasing any initial public offering without the PRIOR written (h) consent of the Chief Compliance Officer. A separate approval process needs to be followed: email request should be made to the Chief Compliance Officer (i.e. not via the PTA Connect system).

Private Placements: No Employee shall purchase any private placement without express PRIOR written consent by the Chief Compliance Officer. A separate approval process needs to be followed: email request should be made to the Chief (i) Compliance Officer (i.e. not via the PTA Connect system). All private placement holdings are subject to disclosure to the Chief Compliance Officer.

Brokerage/Trading Account Losses: No Employee shall operate a brokerage or other trading account(s) with an individual or combined net loss in any Derivative position of more than £25,000 ($40,000). Brokerage or other trading (j) accounts with an individual or combined net loss of more that £20,000 ($30,000) should be reported to the Chief Compliance Officer immediately. In relation to positions covered by assets held separately (i.e. not in the brokerage account which has a net loss position), the Chief Compliance Officer may permit an exemption from this requirement.

Online Chat Rooms: No Employee shall participate in online discussions related to Securities (e.g. internet discussion (k) boards or chat rooms) by posting or encouraging others to post. This prohibition includes all Securities whether or not held by Mondrian clients. Employees are not prohibited from passively reading such online discussions.

Outside Interests: Employees require PRIOR written approval from the Chief Compliance Officer before they may serve (l) on the board of directors, board of trustees or similar governing or oversight body of any company (public or private), charity, endowment, foundation or similar organisation.

II. The following additional restrictions apply to all Investment Professionals.

Private Placements and Other Unlisted Securities: Investment Professionals that hold unlisted Securities (normally obtained through a private placement) must receive permission from the Chief Compliance Officer prior to any (a) participation by such person in Mondrian's consideration of an investment in the same issuer, or any issuer of underlying investments e.g. holdings within a venture capital fund.

7-Day Blackout Period: No Named Portfolio Manager of a U.S. Registered Investment Company (“RIC”) may execute a (b) buy or sell order for an account for which he/she has beneficial ownership within seven calendar days before or after that RIC account, trades in that Security.

Disgorgement: Despite any fault or impropriety, any Investment Professional who executes a personal transaction within seven calendar days before or after a RIC account, for which they are a Named Portfolio Manager, trades in that Security, shall forfeit any profits made (in the event of purchases) or loss avoided (in the event of sales), whether realised or (c) unrealised, in the period from the date of the personal transaction to the end of the prescribed trading period. Payment of the amount forfeited shall be made by cheque or in cash to a charity of Mondrian's choice and the payment will be overseen by the Chief Compliance Officer.

2. Gifts & Entertainment; Charitable and Political Giving; Placement Agents; Bribery

I. The following restrictions apply to all Employees.

(a) Gift and Entertainment Receipt:

Employees should not retain Gifts or accept offers of Entertainment valued at over £10 ($15) without (i) obtaining the PRIOR consent of the Chief Compliance Officer.

Where it is not practical to obtain consent (e.g. a client presents a portfolio manager with a Gift during a meeting) it must be reported to the Chief Compliance Officer as soon as possible after receipt. The Chief (ii) Compliance Officer will determine if the recipient can retain the Gift. Items of material value will typically be surrendered to the Chief Compliance Officer and they will be included in a Christmas Charity raffle.

Invitations to attend events (e.g. a broker Christmas party or a sports event) cannot be accepted without obtaining the PRIOR consent of the Chief Compliance Officer. Any applications for approval must be in (iii) writing and include a justification for attending the event and a valuation of the Entertainment event provided by the person offering the invite (please use the form on the Compliance & Risk page of the intranet)

Please see additional guidance in Section 6 below and the guidance notes in the Compliance & Risk page of (iv) the intranet for further details.

(b) Gift and Entertainment Giving:

All Gifts and Entertainment to clients, consultants or other business related contacts must be reported (i) (regardless of whether the Employee seeks reimbursement from Mondrian) using the relevant expense reimbursement forms/system.

Employees may not give Gifts or Entertainment valued in excess of £200 ($300) to clients, consultants or (ii) other business related contacts without the prior consent of the Chief Compliance Officer or Chief Executive Officer (where practical).

Mondrian may from time to time impose limits on the value of gifts or entertainment that individuals can (iii) give and that Mondrian Employees, in total, can give to a particular party over a set period of time. These will be separately notified to Employees as and when necessary.

Employees are prohibited from using their personal charitable giving to influence decision makers in a way that could reasonably be seen to benefit Mondrian directly or indirectly (e.g. a Client Services Officer making a large donation to a charity supported by a consultant who may be influential in Mondrian’s appointment or retention by a client would not be permitted). Note that the restrictions with respect to political giving supersede the restrictions with respect to charitable giving (e.g. a nominal gift to a charity at the suggestion of a person running for state political office in the United States would not be permitted). This prohibition also applies to Employees’ spouse or life partner and immediate family members.

(d) Political Giving:

Employees are prohibited from using their personal political giving to influence decision makers in a way that could reasonably be seen to benefit Mondrian directly or indirectly (e.g. a Client Services Officer making a political contribution to a candidate for state elected office who may be influential in Mondrian’s appointment or retention by a client would not be permitted). Laws have been implemented at the U.S. federal, state and local level, which are not always consistent and a violation can result in termination of Mondrian by the client. For example, some jurisdictions have restrictions on the amount that a business may contribute and still be eligible to be a vendor to that jurisdiction. Since donations from Employees can be attributable to Mondrian's limit, it is important that there be transparency in personal political giving. In addition, a contribution to the campaign of a person that holds state level office but is running for federal level office may violate a state prohibition on contributions.

Specifically, unless approved in advance by the Chief Compliance Officer, Employees are prohibited from making any contribution to any political campaign or political organisation, in the United States, except as set out below. This prohibition also applies to Employees’ spouse or life partner and immediate family members. Contributions include both directly or indirectly, including for example cash, volunteering, in-kind contribution, soliciting, providing a loan, serving as an intermediary, aggregating contributions or contributing to a political action committee. Covered political campaigns include for example, governor, controller, treasurer and trustee of a pension fund.

If approved in advance by the Chief Compliance Officer, Employees are generally permitted to make contributions to a political campaign for an elected office that the Employees may vote for and with respect to United States national or federal level political activities (i.e. House of Representatives, Senate, President, Democratic National Committee and Republican National Committee)

Information regarding personal political giving will be kept confidential by Mondrian and only revealed when required by applicable law, rule or policy.

(e) Placement Agents and Pay-to-Play:

Unless approved in advance by the Chief Compliance Officer, Employees are prohibited from, or causing Mondrian to, directly or indirectly, engage hire, retain, pay, engage or otherwise compensate any third party to act as a placement agent, solicitor, finder, marketer, consultant or broker or other intermediary for the purpose, explicitly or implicitly, of selling or facilitating the sale of any Mondrian service (such as investment advisory services) or security (such as an interest in a Mondrian limited partnership). This prohibition also applies to Employees’ spouse or life partner and immediate family members.

(f) U.K. Bribery Act 2010 and Foreign Corrupt Practices Act 1977:

The U.K. Bribery Act 2010 defines four criminal offences for which penalties include imprisonment and fines:

(i). offering or paying a bribe; (ii). requesting or receiving a bribe; (iii).bribing a foreign public official; (iv).a corporate offence of failing to prevent bribery being undertaken on the corporation’s behalf.

The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. ("FCPA"), was enacted for the purpose of making it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business. Since 1977, the anti-bribery provisions of the FCPA have applied to all U.S. persons and certain foreign issuers of securities. With the enactment of certain amendments in 1998, the anti-bribery provisions of the FCPA now also apply to foreign firms and persons who cause, directly or through agents, an act in furtherance of such a corrupt payment to take place within the territory of the United States.

For clarification, Mondrian prohibits all forms of bribery, regardless of whether of a “foreign public official” or any other individual or organisation.

Any suspicions of bribery being undertaken or received should always be reported immediately to the Chief Compliance Officer. Any failure to comply with this requirement may constitute a serious disciplinary offence and could result in dismissal.

For further details refer to Mondrian’s Anti-Bribery Policy.

3. Personal Conflicts of Interest

The following restrictions apply to all Employees.

Employees are required to disclose to the Chief Compliance Officer if, to their knowledge, they or their family members (including spouse or life partner and immediate family members) currently or previously have been associated with any client, prospective client, vendor, prospective vendor, trading partner, governmental agency, regulator or other party which may create the appearance of a conflict of interest. Examples where disclosure would be required include:

· Employee’s spouse holds elective office · Employee’s brother is a lobbyist · Employee’s adult child is a broker · Employee’s sister is employed by a client · Employee was previously employed by a governmental body

4. Reporting Requirements

I. The following reports are required to be made by all Employees:

All personal holdings must be loaded onto PTA Connect no later than 10 days following commencement of (a) employment. A member of the Compliance & Risk Team will provide instructions on system usage.

Disclose brokerage or other trading relationships at employment and at the time of opening any new account. All (b) brokerage accounts should be set-up on PTA Connect by the Employee.

Direct their brokers to supply to the Chief Compliance Officer (or the Philadelphia office Legal team), on a timely basis, duplicate copies of all confirmations and statements for all brokerage or other trading accounts and Managed (c) Accounts (please see below). In the case of a brokerage relationship where a margin account is available (NB: this includes a spread betting account), the broker must supply the Chief Compliance Officer with a monthly statement.

On request, each quarter, no later than the tenth day after the end of the calendar quarter, complete a Personal (d) Security Transaction declaration using PTA Connect.

On request, at year end, provide Annual Holdings reports containing information regarding all personal Securities (e) holdings. This report must be current as of a date no more than 30 days before the report is submitted. The report should be submitted using PTA Connect.

Quarterly Gift and Entertainment, Charitable, Political and Other Giving; Placement Agent and Bribery (f) certifications must be submitted by the end of the month following each calendar quarter end. Certifications are to be submitted using PTA Connect.

For items (d) to (f), reminders will be issued when these are due.

Immediately notify the Chief Compliance Officer upon obtaining a 1% interest in a company which Mondrian holds (g) for clients.

II. Special Requirements for Managed Accounts: Managed Accounts require pre-approval through the Chief Compliance Officer prior to starting up the account. The Chief Compliance Officer will consider the following facts and circumstances of the account when approving or denying such requests: · the functions and duties of the Employee; the trustee or third party manager’s relationship to the Employee (i.e., independent and professional versus friend · or relative); · the Employee’s influence or control over the trusts or accounts.

The ongoing reporting requirements for Managed Accounts will be agreed with the Chief Compliance Officer when approval is granted and they will depend on the relative risks associated with the factors listed above e.g. the frequency of the provision of statements and whether or not individual trade confirmations are required.

Trading in Managed Accounts is exempt from preclearance requirements where trades are initiated by the third party manager.

On a sample basis, Compliance will review holdings and transactions of Managed Accounts to identify any activity that may have been prohibited by Mondrian’s Code of Ethics.

5. Administrative Procedures

I. The following administrative procedures shall apply.

The Compliance & Risk Team will identify all Employees and will notify them of this classification and their (a) obligations under this Code. The Compliance & Risk Team will also maintain procedures regarding the review of all reports required to be made under the Rules.

The Compliance & Risk Team shall keep records of Employees’ holdings and transaction reports, the names of all Employees for the past five years, and records of decisions approving Employees’ acquisitions of IPO’s and private placements. The Compliance & Risk Team shall maintain copies of the Code of Ethics, records of Code violations (b) and action taken as a result of Code violations, and copies of Employees’ acknowledgements of receipt of the Code. Such records shall be kept by the Compliance & Risk Team for five years in an easily accessible place and for the first two years in Mondrian’s office premises.

The Compliance & Risk Team shall perform periodic reviews of notifications and reports required to be made under (c) the Rules, as part of its annual Compliance Monitoring Programme.

The Compliance & Risk Team shall report to the Chief Compliance Officer any apparent violations of the prohibitions or reporting requirements contained in this Code of Ethics. The Chief Compliance Officer will review (d) the reports made and determine whether or not the Code of Ethics has been violated and shall determine what sanctions, if any, should be imposed in addition to any that may already have been imposed. Breaches of this Code of Ethics are considered to be a serious matter and can lead to disciplinary action, up to and including, dismissal.

Failure to pre-clear a Gift or Entertainment event may result in the recipient being required to refund the provider (e) the full value of the Gift or Entertainment. This is very likely if the Gift or Entertainment would not have been approved if preclearance had been sought.

On a quarterly basis, a summary report of material violations of the Code and the sanctions imposed will be made to the Compliance & Risk Committee (a committee of the Board of Directors of Mondrian Investment Partners Limited). In reviewing this report, the Compliance & Risk Committee will consider if the appropriate sanctions (f) were imposed. When the Compliance & Risk Team finds that a transaction otherwise reportable above could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of the Rules, it may, in its discretion, lodge a written memorandum of such finding in lieu of reporting the transaction.

6. General Guidance

The following general guidance shall apply.

The value of Gifts and Entertainment should be determined using the following guidelines:

The full value of any entertainment package should be disclosed i.e. if an event includes food and beverages, they · must be taken into account. Often the package will be provided by a corporate hospitality provider and there will be a total cost price available from the provider.

Where the value of a Gift or Entertainment is not easily determined, the provider of the Gift or Entertainment will · be asked to confirm the cost in writing.

If no independent value is available, a best estimate which errs on the high side should be given. The market value · of a gift should be taken into account in making that determination.

The value of any gift received by or given to a spouse or other guest must also be reported (for example if a · broker provides an entertainment package and the Mondrian Employee brings their spouse, the value provided to the spouse must also be reported).

Stop-loss arrangements may be put in place to limit exposure to loss in fast moving markets provided that:

· details of the stop-loss limit are noted in the comments section of the PTA Connect preclearance request

the stop-loss limit is not adjusted during the life of the derivative position without a new preclearance being sought · and approved

Auto-roll of arrangements may be put in place provided that:

· details of the auto-roll are noted in the comments section of the PTA Connect preclearance request

the decision to roll the contract is not altered during the life of the derivative position without a new preclearance · being sought and approved

7. Insider Trading Policies and Procedures

Details of Mondrian’s Insider Trading and Rumours Policies and Procedures can be found in Mondrian’s Market Abuse Policy.

Appendix A – Code of Ethics Summary Table

ACTIVITY INVESTMENT ACCESS PROFESSIONALS*PERSONS* A. Blackout Periods Generally trading is prohibited until the third trading day following the execution 1. of a Mondrian trade in that same Security. (see Appendix D for certain exemptions) x x

Trading by the named Portfolio Manager of a U.S. Registered Investment Company (“RIC”) is prohibited for seven calendar days before or after the execution of a 2. x trade in that same Security for that RIC.

B. Preclearance All transactions in Securities, including IPO’s and private placements, must be pre- cleared (see Appendix D for certain exemptions). Preclearance requests should be submitted using PTA Connect. Employees will be notified of approved or denied transactions via email directly from the PTA Connect system. Preclearance is 1. x x generally only valid for twenty-four hours. Preclearance requests for participation in IPO’s or private placements should be made to the Chief Compliance Officer by e- mail (i.e. they are not handled through the PTA Connect preclearance process).

C. Transaction – Monthly Limit No more than twenty (20) Security transactions are permitted per calendar month. This limit is applicable in aggregate to all Security transactions in which the covered 1. x x person has a beneficial interest.

D. Initial Public Offering Purchasing any initial public offering without PRIOR written consent from the Chief 1. Compliance Officer is prohibited. x x

E. Private Placement and Unlisted Securities Purchasing any private placement without PRIOR written consent from the Chief 1. Compliance Officer is prohibited. x x

Investment Professionals that hold unlisted Securities (normally obtained through a private placement) must receive permission from the Chief Compliance Officer prior 2. to their participation in Mondrian's consideration of an investment in the same issuer, x or any issuer of underlying investments e.g. holdings within a venture capital fund.

F. Ban on Short-Term Trading Profits All positions must be held for a period of 60 days, in aggregate, before they can be closed at a profit. Any short-term trading profits are subject to disgorgement 1. x x procedures (see Appendix D for certain exemptions).

G. Gifts & Entertainment; Charitable and Political Giving; Placement Agents; Bribery Receipt of gifts and entertainment valued over £10 ($15) should be precleared or where this is not possible, reported to the CCO as soon as practicable after receipt 1. x x and a determination will be made as to whether the gift can be retained.

All gifts and entertainment provided, regardless of value must be disclosed. Pre- approval, where practical, is required from the CCO for the giving of all gifts and 2. entertainment in excess of £200 ($300) in value. Where not practical, post-approval x x should be sought from the CCO as soon as possible.

G. Gifts & Entertainment; Charitable and Political Giving; Placement Agents; Bribery (continued) Employees are prohibited from using their personal charitable giving to influence decision makers in a way that could reasonably be seen to benefit Mondrian directly or 1. x x indirectly.

Unless approved in advance by the Chief Compliance Officer, Employees are prohibited from making any contribution to any political campaign or political organisation, in the 2. x x United States.

Unless approved in advance by the Chief Compliance Officer, Employees are prohibited 3. from making any payment to any placement agent. x x

Employees are prohibited from offering or paying a bribe, requesting a bribe, or bribing a 4. foreign public official. x x

H. Service as a Director Employees must receive PRIOR written approval from the Chief Compliance Officer before they may serve on the board of directors, board of trustees or similar governing or 1. oversight body of any company (public or private), charity, endowment, foundation or x X similar organisation.

I. Significant Ownership Employees must inform the Chief Compliance Officer before they own 5% or more of the outstanding shares either directly or beneficially of any non-Mondrian group entities 1. x x (whether public or private).

Appendix B – Reporting Requirements Table

REPORTING REQUIREMENTS INVESTMENT ACCESS PROFESSIONALS*PERSONS* A. Disclosure of all Personal Holdings All personal holdings must be loaded onto PTA Connect within 10 days of employment and reported annually thereafter.

1. A member of the Compliance & Risk Team will initiate the process by creating an x x account on the system and providing training. Reminders for submission of annual holdings reports will be sent to all Employees.

B. Records of Securities Transactions Employees must direct their broker(s) to forward confirmations of personal 1. transactions and monthly account statements to the Chief Compliance Officer. x x

Employees are required to complete a Personal Securities Transaction declaration within 10 days of each quarter end using PTA Connect. Reminders for submission of 2. x x these declarations will be sent to all Employees.

C. Periodic Certification of Compliance with Code of Ethics & Market Abuse Policy Employees must certify that they have read and understand the Code of Ethics and the Market Abuse Policy, and have complied with all requirements of the Code and Policy. The certification will be completed on PTA Connect. 1. x x The frequency of these certifications will be determined by the Compliance & Risk Team.

D. Quarterly Gifts, Entertainment, Charitable and Political Giving; Placement Agents and Bribery Certification Employees must certify that they have: · reported all relevant gifts, entertainment and hospitality · not used personal charitable giving to influence a decision in a way that could reasonably be seen to benefit Mondrian, directly or indirectly 1. · not made any contribution to any political campaign or x x political organisation in the United States · not made any payment to any placement agent · not offered or paid a bribe (in any jurisdiction), requested or received a bribe (in any jurisdiction), or bribed a foreign public official. E. Violations Employees must report any violations of the Code promptly to the Chief Compliance 1. Officer. x x

*Applies not only to the Employee but, but also to Connected Persons. Refer to the Appendix C - Definitions for more details. Also note the ‘Control’ definition that covers when Employees, e.g. act in an advisory capacity.

Appendix C - Definitions

"Access Person" means any Mondrian Employee who has access to non-public information regarding clients’ securities transactions or who has access to non-public information regarding a client’s portfolio holdings. This definition includes all Employees who are not Investment Professionals e.g. client services and administrative staff. Those persons deemed to be Access Persons will be notified of this designation.

"Beneficial ownership" is as defined in Section 16 of the U.S. Securities Exchange Act of 1934 and the rules and regulations thereunder. Generally speaking, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a Security, is a "beneficial owner" of the Security. For example, a person is normally regarded as the beneficial owner of Securities held by members of his or her immediate family sharing the same household. Additionally, ownership of a Derivative constitutes beneficial ownership of the underlying Security itself.

“Broker” means any entity with which an Employee can establish a trading arrangement to facilitate the execution of a Security transaction including banks, dealers, internet trading facilities and spread betting service providers.

“Chief Compliance Officer” means the person named as Chief Compliance Officer of Mondrian Investment Partners Limited or his/her alternate.

“Connected Persons” means a person is connected if they are a member of the Employee's family (spouse, civil partner, any person with whom the Employee lives as a partner in an enduring family relationship, a child or stepchild of the Employee, a child or step-child of an Employee’s partner (if living with the Employee and under the age of 18), or the Employee’s parents). See also the definition of Control below.

"Control" means investment discretion in whole or in part of an account regardless of beneficial ownership, such as an account for which a person has power of attorney or authority to effect transactions.

“De minimis transaction” means a transaction in an investment that is too small from a Conflict of Interest perspective to materially impact Mondrian Clients. A de minimis transaction is one where the trade has a nominal value of less than £1000/$1500 (NB: this does not cover derivative exposure)

“Derivative” includes futures, options, contracts for differences, spread betting or any other device that provides exposure to profits or losses from any financial instrument or index (NB: this is intended to cover a wide range of financial exposures e.g. it includes interest rates and currencies).

“DRIP” means an automatic Dividend Reinvestment Plan

“Employee” Means both Investment Professionals and Access Persons (see relevant definitions) and includes temporary staff, whether employed by Mondrian directly, or through an agency, and consultants, as well as permanent members of staff.

“Entertainment” Means attendance at an event (widely defined) given to/by a Mondrian Employee (whether or not including spouse or other guest) by/ to a business related contact (whether or not including spouse or other guest) where the host would attend the event with the guest(s). Examples might include:

· Meals or other forms of food & drink provided by a business contact (see definition of Meals below) · After a conference the host may invite a Mondrian Employee to attend a sports even or show · Mondrian client services staff entertain a group of client representatives and their spouses to an evening meal and the theatre

“Exchange Traded Fund (“ETF”)” means a security that tracks an index, a commodity or a basket of assets like an index fund, but trades like a stock on an exchange. ETF’s are considered to be a Security for the purposes of this Code.

“G7” is a group of seven industrialised nations. The group includes Canada, France, Germany, Italy, Japan, United Kingdom, and United States of America.

“Gift” means an item of value given to/by a Mondrian Employee (whether or not including spouse or other guest) by/to a business related contact (whether or not including spouse or other guest). Examples might include: A company that Mondrian is researching gives a product sample to an Investment Professional for their personal use which they · keep · A broker gives a Trader a case of wine at Christmas · A Mondrian Client Services Officer gives a client Trustee or a consultant tickets to a sporting event

“High Quality Short-Term Debt Instruments” means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by an internationally recognised statistical rating organisation.

"Investment Professional" means any Employee who, in connection with his/her regular functions or duties, makes or participates in, the making of investment decisions affecting a client. Investment Professional includes portfolio managers, research analysts and anyone that assists them directly in the execution of their duties e.g. implementation staff and assistant portfolio managers. Secretarial support staff working within the investment teams are not included in this definition.

“Managed Accounts” means an account that is professionally managed by a third party on a discretionary basis. For clarification purposes, this is intended to cover accounts where the Beneficial Owner’s investment decisions in Securities caught by the Code has been delegated to that third party. For the avoidance of doubt, this does not cover investment in UK unit trusts, US mutual funds, OEICs, or ICVCs, unless such instruments are advised or sub-advised by Mondrian.

“Meals” means: · evening restaurant meals offered by brokers and other service providers · Invitations of hospitality at the homes of brokers and other service providers

"Mondrian” means Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc.

“Named Portfolio Manager” means the Portfolio Manager(s) named in the RIC Portfolio Managers document maintained on the Compliance & Risk page of the intranet.

“Physical Commodity” means the actual commodity that is delivered to a futures contract buyer when the expiration of the commodity contract occurs. Metals such as copper, gold, and silver and agricultural products such as cattle, wheat, and soybeans are examples of physical commodities.

“PTA Connect” means the web-based system used by Mondrian to manage the approval, reporting and record keeping processes associated with personal account trading and Gifts and Entertainment.

"Security" (Important Note: If you are uncertain as to whether a holding or position falls within the definition of a Security you should assume it is included unless advised otherwise by the Compliance & Risk Team.) is as set forth in Section 2(a)(36) of the US Investment Company Act of 1940 which provides a very broad ranging definition of a security. In addition, the purchase, sale or exercise of a Derivative shall constitute the purchase or sale of the underlying Security or exposure.

The following instruments are excluded: · securities issued or guaranteed by Supranationals and their agencies: securities issued by a G7 government, and in the case of the government of the United States or any of its federal agencies, · bankers' acceptances, bank certificates of deposit, commercial paper, High Quality Short-term Debt Instruments including repurchase agreements · securities issued by governmental agencies or government guaranteed entities of a G7 country · Unit Investment Trusts (“UIT”) · UK unit trusts · UK open-ended investment companies (OEICs) · European investment company with variable capital (ICVCs) · European undertaking for collective investments in transferable securities (UCITS) (that are not advised or sub-advised by Mondrian · shares of open-end registered investment companies (that are not advised or sub-advised by Mondrian) · Municipal fund securities · US 529 Plans

To help clarify the above exclusions the following instruments are not excluded (and therefore are subject to the restrictions of this Code) mutual funds, unit investment trusts, OEICs, UCITS, UK unit trusts, of which Mondrian is the adviser and/or sub-adviser. See · Appendix A on the Compliance and Risk Page of the Intranet for a list of these Funds · UK registered Investment Trusts · Exchange Traded Funds (“ETF”) · UIT exchange traded funds · UCITS exchange traded funds

“Security being "considered for purchase or sale" or "being purchased or sold"” means when a recommendation to purchase or sell the Security has been made and communicated to the Trading Desk and with respect to the person making the recommendation, when such person seriously considers making, or when such person knows or should know that another person is seriously considering making, such a recommendation.

Appendix D — Exemptions to Code Rules

The following requirements of this Code do not apply to investments in the Exempted Securities described in B below: 1. Trade Preclearance 2. The three day blackout period rule 3. The 60-day minimum hold rule Note that the maximum of twenty (20) Security transactions per calendar month rule still applies to transactions in these Exempted Securities.

EXEMPTED SECURITIES The following instruments are defined as Exempted Securities when used to track or provide exposure to the investments and exposures listed in C below: · Derivatives as defined in Appendix C. “Derivative” shall include futures, options, contracts for differences, spread betting or any other device that provides exposure to profits or losses from any financial instrument or index (NB: this is intended to cover a wide range of financial exposures e.g. it includes interest rates and currencies).

EXEMPTED INVESTMENTS AND EXPOSURES The following forms of investment and obtaining exposure to underlying assets are exempted from the requirements of the Code listed in A above: 1. Exempted Securities which track or provide exposure to the following indices: · MSCI EAFE · MSCI Emerging Markets · MSCI World · Dow Jones Industrial Average · S&P 500 Index · S&P 100 Index · NASDAQ 100 Index · Russell 2000 Index · EUROTOP 100 Index · Financial Times Stock Exchange (FT-SE) 100 Index 2. Exempted Security positions that pair any of the following currencies: · Sterling · US Dollar · Euro · Japanese Yen 3. Exempted Security positions on interest rates. 4. Exempted Security positions which track indices or provide exposure to bonds issued by G7 governments. 5. Exempted Securities which track a physical commodity index or provide exposure to physical commodities e.g. foods, grains, metals & oil

DE MINIMIS TRANSACTION EXEMPTION De minimis transaction (as defined in Appendix C) in any security can be exempted from the Code requirements listed in A above where specifically agreed in advance with the Chief Compliance Officer (or his/her designate).

Please remember that: All other requirements of the Code of Ethics may still apply including the need to report transactions in these instruments · and the maximum loss restriction. Employees are responsible for ensuring that their PTA Connect accounts reflect all holdings in Securities covered by this · Code i.e. you need to update your account to show transactions in the exempted securities

Code of Ethics

Version 5.0

2017

Copyright © 2017 Marathon Asset Management (MAM). All rights reserved. This document contains proprietary and confidential information. The reproduction, disclosure, or use of any portion of this document without specific written authorisation from MAM is strictly prohibited.

1 Introduction

1.1 Background

This is the Code of Ethics (the "Code") of Marathon Asset Management LLP, Marathon Asset Management (Services) Ltd, Marathon Asset Management (Ireland) Ltd and Marathon Asset Management (Cayman) Ltd (collectively "MAM"). MAM is required to distribute the Code to every person "associated" with MAM, which includes every officer, director and employee / contractor1 of MAM, as well as any person directly or indirectly controlling or controlled by MAM ("MAM personnel")2.

The effective date of this Code is 5 January 2017.

All MAM personnel must read, acknowledge receipt, indicate understanding of and retain this Code (including any amendments) upon commencement of their work at MAM (see Annex 6) and on an annual basis (see Annex 7), with interim updates (where applicable) to be circulated by Compliance.

The Code cannot and is not intended to describe every applicable law or provide answers to every conceivable regulatory question that might arise whilst working at MAM; for that MAM relies on an employee’s sense of what is correct, including ascertaining when guidance needs to be sought from others on the appropriate course of conduct.

Any questions regarding the Code should be referred to the Chief Compliance Officer. Likewise anyone who becomes aware of any Code violations (actual or potential) must immediately report the incident to the Chief Compliance Officer.

1.2 Reasons for the code

MAM is committed to ensuring the highest standards of integrity and conduct in relationships with staff, clients and other connected parties. This includes not only compliance with all applicable laws and regulations but meeting relevant fiduciary obligations.

All MAM personnel are expected to comply with the policies and principles set forth in the Code which form part of MAM’s core standards. . These standards are primarily derived from rules of the Financial Conduct Authority (“FCA”) and other applicable regulatory authorities such as the Securities and Exchange Commission (“SEC”).

Our business depends upon our reputation and, in turn, its personnel for integrity and principled business conduct. In many instances, the policies referenced in the Code go beyond the bare legal requirements so it is important that this Code is read carefully to ensure all aspects are fully-understood, including the consequences of non-compliance.

1 This will depend on the length and nature of the contracted services. 2 For the purposes of this Code MAM personnel includes any person who would be a “Supervised Person” as defined in the US Investment Advisors Act 1940 (“US Advisors Act”) and those involved in the provision of designated investment business deemed to be “Relevant Persons” as defined in the FCA Rules and “Access Persons” as defined in the US Advisors Act.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 2 OF 28

2 Conflicts of interest policy

2.1 Background

MAM and our personnel must always act in our customers’ best interests; putting the interests of clients ahead of our own and treating all customers fairly. Just as trust is key to a successful relationship, effectively dealing with conflicts is crucial to run a successful asset management business.

Conflicts can occur between a firm’s interests and its clients, or between the interests of different clients. Policies to properly manage such conflicts of interest lead to the right outcomes where clients avoid unnecessary costs and have fair access to all suitable investment opportunities. Managing conflicts appropriately improves the returns earned by clients and enhances general confidence in the fair and effective operation of the asset management industry. FCA Rules recognise this importance (SYSC 10.1) and it is also reflected in the FCA’s Principles.

2.2 Impact on MAM

Conflicts may create problems as they can:

§ Inhibit free discussion;

§ Result in decisions or actions that are not in the interest of MAM and/or MAM’s clients; and

§ Risk the impression that MAM has acted improperly.

Consequently, the identification and management of conflicts of interest are commitments that MAM has made to each of its clients, and are fundamental considerations in all of MAM’s investment advisory activities.

Broadly speaking, a conflict of interest may be present whenever the interests of an employee or MAM are inconsistent with, or appear to be inconsistent with, those of a client, or when the interests of one client appear to be inconsistent with those of another client. Conflicts of interest, if not properly addressed, present serious risk to a firm, its personnel, customers, counterparts and other market participants. Even the mere appearance of a conflict of interest (i.e. where no conflict may actually exist) can call into question MAM’s objectivity, resulting in potentially irreversible damage to reputation. As such, it is the responsibility of all personnel to assist in identifying actual or potential conflicts of interest and promptly bring any such issues to the attention of the Compliance team.

2.3 Business conflicts of interest

There are a variety of situations in which MAM may be viewed as having a conflict of interest, including (N.B. not an exhaustive list):

§ Decisions regarding allocation of limited investment opportunities among clients and the process utilised to undertake the allocation;

§ Causing a client to enter into a transaction with another client;

Making decisions for one client that appear inconsistent with decisions made for another (e.g., buying an asset for one client while § selling the same asset for another, or selling an asset of one client while continuing to hold the same asset for another);

§ Where a firm, its staff or affiliates are trading in, or holding, the same securities as those bought for clients;

Different clients have competing interests, often accentuated when hedge funds are managed alongside other long-only portfolios; § and

§ Where clients have the same investment objective but one or more of those clients pay performance fees rather than fixed fees.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0

2.4 Personal conflicts of interest

Conflicts of interests may arise where an individual’s business, personal or family interest clashes with those of MAM and MAM’s clients, or where it appears to influence an individual’s independence and objectivity. Therefore, in order to maintain the highest degree of integrity in the conduct of MAM’s business, procedures or staff and to maintain personal independent judgment, staff must avoid any activity or personal interest that creates, or appears to create, a conflict between personal interests and the interests of MAM & MAM’s clients. The following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided (not an exhaustive list): a. Improper personal benefits

Conflicts of interest can arise when any individual, or a partner or family member family, receives improper personal benefits as a result of his or her position in relation to MAM. b. Financial interests in other businesses

MAM personnel may not have an ownership interest in any other enterprise if that interest compromises or appears to compromise the individual’s loyalty to MAM. c. Outside employment, directorships, or activities with a competitor

Other than with the prior written consent of the Executive Committee or Management Committee, simultaneous employment by any other entity, or serving as a director of any company, is strictly prohibited. Similarly, staff are prohibited from engaging in any activity that one would reasonably expect to advance a competitor’s interests over that of MAM.

Prior to agreeing to serve in any capacity with another entity, consultation with, and obtain written approval from the following is required: (i) his or her direct supervisor; and (ii) the Executive Committee / Management Committee. Please note that MAM may require that the individual obtain indemnities from the company at issue and satisfy other requirements as a condition to approval3. It is the responsibility of employees to consult with the Chief Compliance Officer and line management to determine whether a planned activity will compete impermissibly with any of MAM’s business activities before pursuing the activity in question. d. Charitable, government and other outside activities

MAM encourages all personnel to participate in projects and causes that further the welfare of our community. Prior approval, however, of the Chief Compliance Officer must be obtained before serving as a director or trustee of any charitable, not-for-profit, for-profit, or other entity or before running for election and/or seeking appointment to any government-related position. e. Family members working in the industry

Personnel may find themselves in a situation where a spouse or partner, children, step-children parents or in-laws, or someone else with whom there is a familial relationship, is employed by a competitor of MAM or by an entity that has a significant business relationship with the company. Such situations are not prohibited but do call for extra sensitivity to security, confidentiality and conflicts of interest.

3 Subject to making periodic notification to MAM, non-executive directors (or equivalents) of MAM are permitted to serve on the boards of other companies.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 4 OF 28

There are several factors to consider in assessing such a situation, including without limitation: the relationship between MAM and the competitor or entity, the nature of the individual’s responsibilities in respect of MAM and those of the other person, and the access each has to confidential information.

Such a situation, however harmless it may appear, can create problems for both staff and MAM. To mitigate any potential issues, personnel must disclose their specific situation to the Chief Compliance Officer, so that he may assess the nature and extent of any concern and how it can be managed and/or resolved.

Similarly, all MAM personnel are prohibited from executing securities transactions for MAM clients without disclosing to MAM his or her interest, if any, in such securities or the issuer thereof, including without limitation:

§ Any direct or indirect beneficial ownership of any securities of such issuer; § Any contemplated transaction by such person in such securities; § Any position with such issuer or its affiliates; and Any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person § has a significant interest.

Personnel are prohibited from entering into a personal transaction which conflicts with an obligation of MAM to a client. See the PA Trading Section for more details.

All personnel are responsible for helping to identify MAM-related potential conflicts of interest and promptly raising them with an appropriate member of senior management.

General conflicts of interest

As a general rule, if a member of staff identifies a conflict of interest, the conflict should be promptly raised with appropriate senior management staff (e.g. the Chief Compliance Officer). All conflicts and potential conflicts of interest will then be logged on the MAM Conflicts of Interest Matrix.

Personal declarations of interest

All personnel should consider and declare their personal interests in connection with their role for MAM at the earliest opportunity, using the disclosure of interests form (Annex 1). This applies both prior to working at MAM and as and when changes occur thereafter4.

Staff should then withdraw from any subsequent discussion related to the conflict. Personnel may, however, participate in discussions from which there is indirect benefit, for example where the benefits are universal to all, or the particular benefit is minimal to the individual involved.

Failure to make a disclosure may lead to disciplinary action and possible dismissal and/or legal proceedings.

If there is uncertainty what to declare, or whether/when a declaration needs to be updated, err on the side of caution. Please contact the Chief Compliance Officer for confidential guidance if the matter needs to be discussed further. Interests will be recorded in MAM’s Conflicts of Interest Matrix which will be maintained by the Chief Compliance Officer. The register will be accessible at the Executive Committee meetings.

4 Information provided will be processed in accordance with data protection principles as set out in the Data Protection Act 1998. Data will be processed only to ensure that MAM personnel act in the best interests of MAM. The information provided will not be used for any other purpose.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 5 OF 28

New business conflicts

Set out below is the process for the identification of new business conflicts:

Conflict is identified by an individual that arises as part of their business activities or they recognise that a potential conflict could 1. exist which has not been previously identified;

The individual will inform his/her line manager and the Chief Compliance Officer (see form at Annex 1) or the matter can be 2. raised at the Legal meeting;

Where appropriate, the Chief Compliance Officer updates the MAM Conflicts of Interest Matrix alongside the steps taken to 3. manage and/or mitigate the conflict identified; and

4. MAM Conflicts of Interest Matrix is reviewed by the Executive Committee on an annual basis.

3 Gifts, inducements and anti-bribery provisions

3.1 Background

It is expected that all staff will ensure they always seek to advance the best interests of MAM’s clients. To this end, individuals must not accept from, or offer any person or organisation, any gift or hospitality, entertainment or gratuity that could influence or be perceived to influence a business decision. Giving or receiving any gift or hospitality that could carry the perception of an inducement, bribe, favouritism or sense of obligation is prohibited by MAM and may also be in violation of law. The UK Bribery Act makes offering a bribe a criminal activity for which both the individual and their firm may be liable. In the US, the U.S. Foreign Corrupt Practices Act provides similar rules, with the SEC restricting political contributions and political fundraising activities engaged in by investment advisors and their personnel. Recent notes from both the FCA and SEC reiterate that this is an area of interest for regulators. Certain clients also have gift policy restrictions (see section 4.3 for further details).

3.2 Giving or receiving gifts, entertainment or other benefits – general provisions

MAM or its personnel may be offered gifts or entertainment by parties with whom we have, or may have, a business relationship. Gifts or entertainment offered in this manner may help to secure a good working relationship. Alternatively, the reason could be to persuade an individual to get MAM to inappropriately favour or reject a business counterparty. Similarly, MAM and its employees may be motivated to offer gifts, benefits or other inducements in order to influence a third party to perform their functions or activities improperly.

It is therefore important that neither MAM, nor its personnel, accept or offer such gifts or entertaining if they are likely to influence the recipient in the performance of his or her duty (or could be perceived as doing so). Consequently, subject to certain common-sense limits and exceptions, MAM personnel or associated persons may not accept or offer gifts or benefits in any form from/to third parties if such gift or benefit arises as a result of their association with MAM or is intended to facilitate MAM’s business opportunities. For the purposes of this provision, the following gifts or benefits received from or given to third parties will not be considered to be in violation of this requirement:

§ An occasional meal; § An occasional ticket to a sporting event, the theatre or comparable entertainment; or § A seasonal gift (food, wine etc.)

The Chief Compliance Officer must be notified in writing immediately should any employee receive or be offered any gift or benefit with a value of over £50 (per individual), along with background as to why the gift has been provided (the declaration form is set out in Annex 5).

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 6 OF 28

Gifts with a value less than £50 do not need to be notified, provided their receipt is an isolated occurrence and does not form part of a series of such gifts. Compliance will keep a record of all such notifications on the Gifts Register.

It is not necessary to notify the Chief Compliance Officer of business breakfasts or lunches, but evening meals over the gift limit (calculated per individual) must be disclosed.

The Chief Compliance Officer will determine whether or not the gift/benefit is of such value or frequency as to influence the recipient in the performance of his/her duties in relation to MAM or could be perceived as doing so. Gifts that are considered inappropriate (through value or frequency) may be blocked or set aside and auctioned for charity at the end of the year. The relevant individual or agent will be notified that the provision of such gifts or benefits is inappropriate. Depending on the circumstances and facts, this may be followed by internal disciplinary action. Compliance will keep a record of all such notifications (the “Gifts Register”).

The requirements set out above apply to all MAM personnel, although it is likely these rules are most relevant to:

§ Investment managers and traders in their relationship with brokers and listed companies; § Client Service staff in their relationships with clients, prospects and consultants; and § Other senior staff involved in appointing third parties which then provide services to MAM.

The SEC pay-to-play rules (described further below) are confined to activities relating to US government entities. As such, the policies and procedures relating to this topic principally apply to those senior staff directly involved in soliciting US clients.

Estimating Cost

Where the cost of a gift, entertainment or other benefit is unknown (other than meals), staff should use a good faith estimate to determine whether that item should be reported.

For example, if the face value of a ticket to a sold out concert is £40.00 but there is reason to believe that the ticket’s after-market value may be higher (i.e. over £50), report the higher value ticket price. If there is any uncertainty about whether an item is reportable, err on the side of caution and report the gift.

3.3 Interacting with governmental entities

3.3.1. Prohibition on providing gifts or entertainment to government officials and employees

The UK Bribery Act, the U.S. Foreign Corrupt Practices Act and the laws of many other countries prohibit MAM and its officers and agents, as well as employees, from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage.

Consequently, staff are prohibited from providing gifts, meals or anything of value to government officials or employees; including employees of city, state or municipal entities or their pension plans (or members of their families), without the prior written approval of the Chief Compliance Officer. In certain countries around the world where governments still own or control many banks, financial institutions, airlines, petroleum concerns, power companies, manufacturers and other regulated industries, the employees of such of institutions may also be considered “government officials.” This would also apply to sovereign wealth funds. If there is any doubt about with the status of the other party, seek guidance from a member of the Compliance team.

Please see the Compliance Manual & the Anti-Bribery Guide for further information in connection with MAM’s Anti-Bribery procedures.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 7 OF 28

3.3.2. Persons who work for a U.S. State, government or municipal pension fund.

MAM personnel may not provide gifts or entertainment of any value to persons who work for a US state, municipal government or pension fund (e.g., the Pennsylvania State Employees Retirement System) including without limitation, advisors and/or consultants to such entities, without the prior written approval of the Chief Compliance Officer5. Gifts given to charity on the clients’ behalf are also included in this restriction. Consult with the Compliance team if there is any uncertainty.

3.3.3. Political contributions

Laws of certain jurisdictions can prohibit the use of MAM funds, assets, services, or facilities on behalf of a political party or candidate. Payments by MAM to any political party, candidate or campaign may only be made if permitted under applicable law and approved in writing in advance by the Executive Committee. In addition, work time may be considered the equivalent of a contribution by MAM. Therefore, personnel should not be paid by MAM, nor accept compensation from MAM, for any time spent running for public office, serving as an elected official, or campaigning for, coordinating, or otherwise assisting in any way the campaign of a political candidate.

3.3.4. Political contributions by MAM personnel a. U.S. political candidates

All MAM personnel are prohibited from making political donations to any person running for office at any level of government, anywhere in the United States. This prohibition extends to donations to U.S. political parties, committees and other organisations that support political candidates in the United States. Spouses and dependents of MAM personnel are permitted to make such donations with prior approval, which may be sought by contacting the Chief Compliance Officer. The only exception to this strict requirement is where a gift is made on the following basis:

If a staff member is entitled to vote for the state or local official, or candidate for state or local office, the staff member may contribute § up to $350 (in cash or things of value) per election; or

If a staff member is not entitled to vote for the state or local official, or candidate for state or local office, the staff member may § contribute up to $150 (in cash or things of value) per election.

Anything over this amount should be pre-approved by Compliance. b. Non-U.S. political candidates

Employees who wish to make donations to political candidates who are running for office outside the United States on their own behalf and on behalf of their spouse or dependents should notify the Chief Compliance Officer; the record of which will be held on a strictly confidential basis. This policy also applies to making donations to political parties, committees and other organisations that support political candidates outside the United States.

3.3.5. Lobbying activities

Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication. Soliciting government entities, directly or indirectly (through an advisor or consultant), to invest in MAM managed funds and/or accounts can constitute lobbying activity in certain jurisdictions.

5 Subject to the de minimis exemptions and notification procedures listed in section 4.2.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 8 OF 28

So that MAM can comply with applicable lobbying laws, please must notify the Chief Compliance Officer before engaging in any activity on behalf of MAM that might be considered “lobbying” as described above. Public consultations are excluded from this restriction.

4 General requirements

4.1 Compliance with applicable regulatory requirements

In addition to the general principles of conduct stated in this Code and the specific trading restrictions and reporting requirements described in the Compliance Manual and related company guides, this Code requires all MAM personnel to comply with applicable UK legal requirements, applicable US securities laws6, relevant underlying regulatory obligations in both countries, plus those of other relevant jurisdictions e.g. Canada, Australia, Cayman Islands.

It is incumbent upon all MAM personnel to be aware of the relevant laws and regulations that apply to their activities at MAM and, when in doubt, consult with a member of either the Compliance and/or Legal team.

4.2 Fair dealing

MAM depends upon its reputation for quality, service and integrity. The way MAM deals with both the companies in which we invest and our clients moulds MAM’s reputation, builds long-term trust and ultimately determines lasting success of the company. MAM must never take unfair advantage of others through manipulation, concealment, affirmative misrepresentation of material facts or any other unfair dealing practices. Further details are provided in the Compliance Manual.

4.3 Market abuse (including Insider Dealing)

If in possession of "unpublished, price-sensitive" information concerning equity, debt securities and/or derivative instruments (for the avoidance of doubt MAM’s prohibition includes the US definition of inside information which is defined as material non-public information), MAM personnel are prohibited from “insider dealing”, which includes:

7 § engaging in any personal transaction , whether for their own benefit or the benefit of others, including MAM funds or segregated accounts on the basis of inside information;

§ advising or procuring another person to enter into such a transaction; or

§ disclosing inside information which is likely to lead to another person entering into such a transaction, known as “tipping off”.

Information should be regarded as price-sensitive, non-public “inside” knowledge if there is a reasonable likelihood it would be considered important to an investor in making an investment decision. While it may be difficult under this standard to determine whether particular information is price sensitive, there are various categories of information that are particularly sensitive and, as a general rule, should always be handled with due care8.

6 Where applicable and without limitation US laws include the Securities Act of 1933 (the “Securities Act”), the U.S. Securities and Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the US Advisors Act, the Dodd-Frank Act, the Bank Secrecy Act as it applies to private investment funds and investment advisers and any rules adopted thereunder, and any rules adopted by the U.S. Securities and Exchange Commission under any of the aforementioned statutes. 7 In this context please refer to the definition of personal transaction at Annex 2. 8 Examples of such information may include (not exhaustive): financial results, new equity or debt offerings, dividend changes, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline in orders, significant new products or discoveries, extraordinary borrowing, purchase or sale of substantial assets, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, impending bankruptcy, share splits, and extraordinary management developments.

Price-sensitive information does not have to relate to a company's business and may be positive or negative. To demonstrate, information about the contents of a forthcoming newspaper or magazine article that may affect a security’s price should be considered material. Similarly, information concerning significant transactions which MAM intends to execute on behalf of clients could be price-sensitive information.

Ascertaining whether information is price sensitive is a judgement made easier with the benefit of hindsight; therefore, a conservative approach should be taken to treating a piece of information as price sensitive.

Information is "unpublished" until it has been effectively communicated to the marketplace, provided a reasonable period of time has elapsed to enable the market to react to the information i.e. the information is generally public. This includes:

§ Publications in general circulation - for example, information appearing in The Financial Times, The Wall Street Journal § A release via a recognised Stock Exchange or regulatory news service § Company announcements at a presentation.

(Note: The circulation of rumours, even if accurate and reported in the media, may not constitute effective public dissemination.).

MAM’s Policies

All MAM personnel are prohibited from communicating unpublished, price-sensitive information concerning any security to others unless it is properly within his or her duties to do so. Sufficient care should be taken so that such information is secure; including the careful storage and sealing of files containing unpublished, price-sensitive information and access to computer files containing such information should be restricted. These prohibitions extend to activities within and outside of duties at MAM.

If staff learn of information that may be considered inside information, immediate contact must be made with the Compliance team.

Compliance will maintain a list of all restricted issuers where MAM is in receipt of inside information and where further trading by MAM or its personnel is prohibited. MAM personnel are not permitted to effect transactions in any security on the restricted list9, hence the underlying need to obtain approval for personal account dealing.

In summary, the laws that address insider trading are not always clear and are subject to on-going developments. This can lead to legitimate uncertainty about the application of the rules in a particular circumstance. Consequently, please remember to ask Compliance if you are unsure, a short Q&A conversation now could help avoid complex legal problems for you and MAM at a later date. For these reasons, please notify the Compliance team immediately if there is any reason to believe that a violation of these procedures has occurred or is about to occur, or if any questions arise regarding the applicability of these procedures and those contained in the Compliance Manual.

9 This prohibition does not apply to MAM’s non-executives who are not involved in the day-to-day running of the business and where they are not privy to the inside information. If either of these factors ceases to apply then the prohibition will apply.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 10 OF 28

Violations

Any violation of this Code can be expected to result in serious sanctions from:

§ MAM – actions include dismissal of persons involved.

Relevant regulators and authorities - possible prosecution and criminal penalties, for the individual who commits the violation § alongside MAM. Sanctions can also include recovery of profits gained or losses avoided; the imposition of significant penalties reflecting any illicit windfall; and permanently barring individuals from the finance industry.

Investors - Employees could be sued to recover damages for insider trading violations. MAM could also suffer reputational damage § and loss of business.

Further details on issues surrounding insider dealing/market abuse/misleading statements are located in the Compliance Manual, which is incorporated herein by this reference and is a part of this Code.

4.4 Intentionally spreading a false rumour

While MAM appreciates that rumours and other market information are a common feature of the financial markets and may be difficult or impossible to verify, it is against MAM policy, FCA rules and proscribed by US antifraud provisions, to intentionally spread false rumours with the intent of influencing the price of a given security (positively or negatively). By way of example, it is unlawful and against MAM policy to intentionally spread false information about a given issuer, in order to drive the price of that issuer’s securities up or down and make a potentially profit. To that end, staff should not disseminate information in the marketplace that is known or suspected to be false.

4.5 Anti-money laundering (“AML”) responsibilities

Upon commencement of work, all MAM personnel are provided with AML training via an interactive e-learning course and test. This explains the possible situations in which money laundering might occur and the possibility of encountering suspicious transactions.

It is the responsibility of all MAM personnel to report any suspicious transactions to the Money Laundering Reporting Officer (“MLRO”) and to certify as part of the annual Code declaration that they have done so. MAM’s MLRO is James Bennett.

More information on AML issues is contained within MAM’s AML guide.

4.6 Confidential information

All MAM personnel may learn, to a greater or lesser degree, facts about MAM’s business, plans, or operations that are not known to the general public or to competitors (collectively, referred to as “Confidential Information”).

Confidential Information includes but is not limited to information relating to MAM’s business affairs, directors, employees or shareholders; affairs of MAM clients or investors in MAM’s funds; and information regarding other organisations in which MAM has invested or considers an investment or possible transaction; and/or where MAM may be under an obligation to maintain the information as confidential10.

10 For the avoidance of doubt Confidential information shall include without limitation: (i) strategies employed by MAM clients and their actual and contemplated investments (e.g. current portfolio positions, and current and anticipated portfolio transactions), (ii) the financial performance, including but not limited to the track record, of any client, or of any investment thereof; (ii) contractual arrangements, plans, tactics, policies, products, software, programs, know-how, intellectual property, market data and methods, financial reports, cost and performance data, balance sheets, contacts, income statements, cash flow statements, statements of shareholder equity, debt arrangements, equity structure, accounts receivable reports, accounts payable reports, and asset holdings etc.

Confidentiality must be maintained, except when disclosure is authorised and within a staff’s duty to do so at MAM or when legally mandated. All MAM personnel who possess or have access to Confidential Information must:

§ not use Confidential Information for their own benefit or the benefit of others unless in the proper course of their duties at MAM; carefully guard against disclosure of Confidential Information to people outside MAM. For example, do not discuss such matters § with family members, business or social acquaintances or in places where the Confidential Information may be overheard, such as taxis, public transportation, elevators or restaurants; and § not disclose Confidential Information to other MAM personnel unless they need the information to carry out MAM business.

Confidential Information may be received in a variety of ways; and such information may be considered confidential regardless of the delivery method. The most common communication methods include via hard copy documents, email and oral communication. Nevertheless, Confidential Information may also be provided in other forms such as via internet sites. On certain internet sites where MAM obtains private, non-public information relating to a company or investor, it is customary for the site information provider to require users to “click through” a confidentiality agreement before accessing the information. Such confidentiality agreements, like all such agreements entered into by MAM, must ordinarily be sent for review by a member of the Legal team first.

Confidentiality agreements are commonly used when MAM needs to disclose confidential information to others. If, in doing business with persons not employed by MAM, staff foresee that Confidential Information may need to be disclosed, please contact the Legal team.

The obligation to treat information as confidential does not end upon leaving employment with MAM. Employees must return everything that belongs to MAM, including all documents and other materials containing Confidential Information upon termination of employment or contract for service. Confidential Information must not be disclosed to a new employer or to other persons after ceasing to be an employee/contractor. Personnel should also not disclose to MAM the confidential information of any previous employer, nor are personnel (or prospective employees/contractors) encouraged to disclose the confidential information of their previous employer (or current employer, as the case may be). Nothing contained herein limits in any way any other confidentiality obligations imposed upon staff by agreement with MAM or by law.

4.7 Trademarks, copyrights and other intellectual property a. Trademarks

MAM’s logos are examples of MAM trademarks. Staff must always use the company’s trademarks appropriately and advise the Legal team when it is suspected that others may be infringing on MAM trademarks. b. Copyright Compliance

All intellectual property such as software or other programs created in connection with MAM employment or provision of services to MAM are the sole property of MAM. Staff should understand that they have no right, title or interest in any intellectual property unless otherwise expressly agreed to in writing by MAM. Works of authorship such as books, prospectus or offering documents, articles, drawings, computer software and other such materials may be covered by copyright laws.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 12 OF 28

It is a violation of those laws and of MAM’s policies to make unauthorised copies of, or derivative works based upon, copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

Any questions concerning copyright laws should be directed to the Legal team. c. Intellectual Property Rights of Others

It is MAM policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another firm, including any such uses on MAM's website, employees must do so properly and in accordance with applicable law. For example, MAM licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. Staff may not make, acquire or use unauthorised copies of computer software.

4.8 Responding to inquiries from the press and others

Only official MAM spokespersons11 may speak with the press, securities analysts, other members of the financial community, shareholders or groups or organisations as a MAM representative unless specifically authorised to do so in the course of his or her duties. Requests for any information about MAM from the media, the press, the financial community, or the general public should be referred to Client Service or the Legal team.

4.9 Responding to inquiries from FCA or other regulatory authorities

All requests from any regulatory organisation or the government should immediately be referred to the Chief Compliance Officer. MAM personnel should not directly communicate with any regulatory organisation or governmental agency without first consulting with the Chief Compliance Officer and, in his absence, the General Counsel. See the Regulatory Cold Calling Guide for further details.

4.10 Prohibition on the use of social media for business purposes

FCA Rules and the US Advisers Act require MAM to maintain specified books and records that relate to MAM’s investment management/advisory business, including in certain instances, e-mail communications. Consequently, MAM strictly prohibits personnel from conducting designated investment business (i.e. advising / managing), including the dissemination of any information regarding MAM’s pooled funds over any social network website (including, without limitation, Facebook, Twitter, LinkedIn, YouTube, Flickr, Myspace, Reddit, RSS and blogs).

4.11 Books and records

Staff must complete all documents relating to MAM’s business accurately and in a timely manner. When and where applicable, documents must be properly authorised and must record the financial activities of MAM and our clients in compliance with all relevant laws and accounting standards. The making of false or misleading entries, records, reports or documentation is strictly prohibited.

4.12 Records retention regarding a legal action

If MAM personnel become aware of a pending legal matter (which includes any existing, threatened or imminent lawsuit, proceeding, government or regulatory investigation) involving MAM, the Legal team must be immediately contacted.

11 E.g. Head of Client Service - Wilson Philips.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 13 OF 28

Once aware of a legal matter, immediate and affirmative action should be taken to preserve all records that are potentially relevant, including, but not limited to: drafts, working copies, any electronic data (including email, Word documents, Excel spread-sheets etc.) and hand-written notes. A member of the Legal team will subsequently take steps to identify and preserve these records. Such records shall be retained until the Legal team (or their respective authorised designee) advises otherwise, regardless of MAM’s record retention policy that may otherwise allow the destruction of such records in the ordinary course of business. Destruction of such records, even if inadvertent, could seriously prejudice MAM and the persons involved. Indeed, in certain cases it could lead to MAM and/or the individual facing substantial criminal and civil liability.

5 PA dealing policy

5.1 Background and scope

Procedures in relation to personal account (“PA”) dealing are designed to minimise the risk of market abuse/insider dealing and to ensure that all relevant PA transactions do not conflict with MAM’s duties to our clients. MAM’s policies combine FCA, SEC and other applicable regulatory requirements and must be followed by all MAM personnel12.

Among other things, all MAM personnel are required to:

(1) submit initial and annual reports that disclose all personal securities holdings and transactions to the Compliance team; (2) submit quarterly declarations of transactions; and (3) obtain pre-approval before making personal investments in any applicable securities.

Any breach may result in disciplinary action which, in severe cases, may be grounds for summary dismissal or termination of a services arrangement, substantial personal liability and criminal penalties.

Any questions should be discussed with the Chief Compliance Officer. Interpretative issues which arise under these procedures shall be decided by, and are subject to the discretion of, the Chief Compliance Officer.

5.2 Application

The policy applies to all MAM personnel who wish to PA trade13 and their connected persons.

Who does the policy apply to?

In summary, the restrictions extend to dealings:

Where staff are, or will be, the beneficial owner of the securities in question, regardless of whether an employee is or will be the § registered holder; and § Where the PA dealing is conducted by someone who is “connected” or associated to an employee14.

12 MAM has taken a conservative prudent approach to the adoption of these similar but diverging requirements (e.g. UK provisions apply to individuals defined as Relevant Persons. Conversely, SEC requirements will only apply to Access Persons). This best practice approach means all MAM personnel are covered by the MAM PA dealing requirements and reflects MAM’s commitment to fully protect the interests of our clients. 13 A PA transaction will include any formal or informal offer to buy or sell; taking up rights on a rights issue; exercising conversion or subscription rights; exercising an option; and buying or selling an investment under any offer, including a take-over or tender offer, which is made to the public or all (or substantially all) the holders of the investment concerned. Please see Annex 2 for a more detailed definition of personal transaction. 14 Section 252 of the Companies Act 2006 lists people who are connected to a company, and to any other dealings in which, for the purposes of that Act they are interested. Associate includes any person (including members of families, companies or partnerships) whose business or domestic relationship with a staff member would give rise to a community of interest between the employee and other party. For the sake of clarity, MAM deems a spouse, partner, dependent (child or step-child), other close family link or relative that has shared

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the same household for over a year; or any person who has material interest in the trade or holding to be a connected party. See Annex 2 for further information.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 14 OF 28

What is covered?

The PA dealing requirements will cover all transactions over which an individual has discretion, including (but not limited to) transactions by private client advisory portfolios, self-managed PEPs, ISAs, pension plans and trusts.

Where a general or specific permission is given for a transaction, MAM personnel will still need to comply with general legal requirements, in particular insider dealing provisions of the Criminal Justice Act 1993 and/or FCA requirements in connection with market abuse. If there is any doubt whatsoever, consult the Chief Compliance Officer. For the avoidance of doubt no transaction shall be permitted where the person is prohibited from entering into to it under the Market Abuse Regulations or where it involves the misuse or improper disclosure of confidential information.

If an individual is precluded from entering into a transaction he/she must not (except in the proper course of his employment/contracted services):

§ Advise or cause any other person to enter into such a transaction; or Communicate any information or opinion to any other person if they know, or have reason to believe, that the other person will, § as a result, enter into such a transaction or cause or advise someone else to do so.

This does not apply to actions which are taken in the course of employment or provision of services for MAM. For example, the fact that personnel are prohibited from dealing in a certain stock as a result of one of the provisions above does not always mean preclusion from exercising discretion to deal on behalf of, or from giving advice to, a client.

5.3 Exempted transactions

Exempt personnel/parties Non-executive directors/special advisors (collectively “NEs”) of MAM - on the basis NEs do not participate in the day to day § operation or management of the business15; Outsourced services providers of fund administration, trustees etc - typically only have knowledge of the past provision of designated § investment business so are also not considered to be Relevant Persons/Access persons and need to follow MAM PA dealing requirements. MAM will still expect these service providers to have their own procedures to prevent conflicts of interest, unethical behaviour and financial crime; An investment transaction does not fall within the scope of the policy where it is undertaken (on behalf of an individual subject to § these requirements) by a third party who has sole discretion over the choice of securities to be dealt in.

Exempt transactions Separately, prior clearance shall not be required for personal securities transactions that are: § Purchases/sales for an account over which an individual has no direct/indirect influence/control; § Purchases/sales which are non-volitional on the part of the individual; § Purchases which are part of an automatic dividend reinvestment plan; and/or

15 Although NEs remain associated persons, they are not considered Relevant / Access Persons. If such individuals do from time to time gain knowledge of day to day operations then they will become Relevant / Access Persons in respect of any security about which they have relevant knowledge.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 15 OF 28

§ Purchases effected upon the exercise of rights issued pro-rata to all holders of a class of its securities.

Note: Annual disclosures will still apply to exempt transactions. Where the individual does have some input into the investment decision, the PA dealing rules apply.

5.4 Relevant securities

Relevant securities16 transactions which require approval include:

§ Shares (e.g. Ordinary, preference, Initial Public Offerings etc); § Debentures (e.g. bonds, convertible bonds, loan stock or certificates of deposit etc); § Government and public securities; § Units in collective investment schemes (i.e. funds) other than Excluded Funds, as defined below; § Instruments entitling the holder to shares or securities; § Certificates representing securities; and § Derivatives (including options, warrants, futures, contracts for difference and spread bets etc) on any of the foregoing.

Please note the procedures may also apply to: Making any formal or informal offer to buy or sell, taking up rights on certain rights issues and exercising conversion or subscription § rights and exercising an option in certain circumstances; Buying or selling an investment under any offer, including a takeover or tender offer, which is made to the public or all (or § substantially all) the holders of the investment concerned.

Excluded Funds include any authorised unit and/or investment trusts, collective investment schemes, mutual funds, exchanges traded funds (provided they are both broad-based and highly liquid – please ask Compliance in advance of dealing if there is any uncertainty) and any other funds that Compliance confirms may be treated as an Excluded Fund. Note: Annual disclosure still applies to excluded funds. Hedge funds, private equity funds, other alternative funds and any fund where MAM acts as the investment advisor are generally not Excluded Funds and therefore require pre-approval, in addition to the annual disclosure.

Any cases of doubt should be referred to the Compliance team.

5.5 PA dealing procedures – consent & post-trade checks

Individuals wishing to undertake a personal transaction must FIRST:

1. Obtain written consent (see Annex 3). The consent form requires permission to be obtained from:

One of MAM’s Fund Managers’ Assistants (who have knowledge of client cash-flows and known investment decisions being § worked on); § One of MAM’s traders (who have knowledge of trades in the process of being executed); and § MAM’s Chief Compliance Officer or deputy (who have knowledge of any other reason why consent should not be granted)17.

Any of the above can, at their absolute discretion, refuse authorisation to conduct a PA trade without providing any explanation. This decision will invariably be made to protect the interests of MAM, its clients and its personnel.

16 The list of applicable securities is a subset of “designated investment” from the UK’s Regulated Activities Order and Section 202(a)(18) of the US Investment Advisers Act. . 17 Permission to trade maybe be sought from FMAs/Traders/Compliance via electronic instructions. Permission MUST be sought from the Chief Compliance Officer in advance.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0

The Chief Compliance Officer will keep the record of all consents granted and return a copy of consent prior to the trade being undertaken by the individual.

The consent will only be valid for one day (or for the following day if the consent is given after the close of business in the relevant market), during which period the order should be placed. A delay by the broker in executing the trade or a situation where the broker 2. takes several days to complete the trade will not be considered a violation of the rules. Compliance may increase the time period if the circumstances dictate this course of action to be appropriate. This decision will be taken on a case by case basis.

Once a trade is complete, copies of the contract notes must be provided to Compliance for their records as soon as practicably 3. possible. The contract notes maybe in electronic format.

Expect queries and/or restrictions on trading in situations as follows:

No transaction will be permitted if MAM’s clients are dealing in a given security until the client's transactions are completed. In order to prevent front–running, consent will not be given for purchases/sales if it is known, or reasonably expected, that there will be purchases/sales of the same stock by a client within the next five business days, or where a known cash flow/investment outside of § this period is of a significant size that could cause some market impact. Separately, where an individual takes an investment decision to trade a security for a client, they will be restricted from PA dealing in the same security until the client trade is completed; this restriction is applicable to anyone who is made aware about this decision internally. The personal transaction must only occur after the client purchase has been processed.

If a portfolio manager or analyst wishes to PA trade in a stock not currently held by our clients, yet is located in a country that could § be selected by the staff member for a client investment, an explanation will be required by Compliance to clarify why the trade does not represent a conflict (e.g. the security in question is micro-cap stock and so not suitable for our clients). Consent may be refused for purchases where there have been non-cash flow related sales of the same stock for clients in the preceding § five business days. Likewise, consent may be refused for sales where there have been non-cash flow related purchases of the same stock for clients in the preceding five business days.

Post-trade checks

Post-trade checks of all PA trades will be undertaken, with the following action possible:

Where a client does purchase the same stock within five business days (i.e., through previously unforeseeable circumstances), the purchaser shall be prohibited from selling that security for a period of six months from the date of the trade. Any profits realised § from a sale of such security within the prescribed six months shall be subject to disgorgement. Conversely, if there are sales made for clients which were not foreseen (eg, through unexpected cash flow) at the point that consent was given for the sale of a stock, such an occurrence is not considered to be a breach of this Code. If an individual is responsible for making an investment decision enters into a PA transaction and they subsequently instruct a client § order to buy or sell in the opposite direction, the PA transaction will be flagged by compliance and an explanation will also be required. A minimum holding period of sixty days is required for personal investments where the securities are also held by MAM. Any § proposed sale within this time frame will only be allowed in exceptional circumstances and will require written consent from the Chief Compliance Officer.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 17 OF 28

Policy violations

Any profits realised from suspected ‘front-running’ activity which occurs within a thirty day period prior to a client purchase/sale may be subject to disgorgement of realised profits within that period if Compliance does not obtain a legitimate reason that can be ratified.

Any purchase/sale that takes place without consent will be subject to disgorgement of any profits realised between the date of the PA trade and a client transaction. Any profit realised on short term trades made without consent shall be subject to disgorgement. Day trading is prohibited in all circumstances.

All disgorged profits will be surrendered to MAM and paid over to one or more charities chosen by the Executive Committee.

Compliance also has the power to enforce a six month holding period on securities where an inadvertent breach has occurred in order to mitigate any inferred conflict or potential conflict.

5.6 Procedures relating to derivatives, short sales, and spread betting

For the purpose of these procedures, all derivative transactions and all spread bets are treated as personal account investments. The following differences, however, should be noted:

The sixty day holding period does not apply. Short positions and investments with unlimited losses are considered to present greater § risk than long or covered positions. The Chief Compliance Officer must therefore be immediately notified of any margin calls. Positions that are rolled over require an additional consent form as they represent separate investments. Individuals may be prevented § from undertaking personal transactions if, in the opinion of the Chief Compliance Officer, the level of personal dealing activity might impair the effective performance of their day to day work.

5.7 Reporting procedures – initial, quarterly and annual reports

Individuals shall disclose all of their personal securities (including Excluded Funds) holdings upon commencement of employment and thereafter on an annual basis as of December 31st. The report shall be made on the form attached as Annex 4. The initial holdings report must be current as of a date not more than 45 days prior to becoming employed or contracted to a MAM entity and should be received within ten days after joining. The annual report must be as at 31 December and usually received within 25 days of the request being made.

Separately, all MAM personnel shall confirm all of their personal transactions traded in the preceding quarter usually within 25 days after the end of each quarter, on the basis of a report provided by the Compliance team. These reporting requirements will not apply to non-executives directors or equivalent of the company.

6 Whistleblowing policy

The Public Interests Disclosure Act 1998 (“PIDA”) & subsequent amendments seeks to protect workers who “blow the whistle” about wrongdoing from harassment by co-workers, detriment and dismissal. MAM recognises that its personnel should be able to make disclosures to their employer in order that problems can be identified and resolved quickly within the organisation.

The Executive Committee wishes to reassure all personnel that they should feel confident in their ability to raise issues of concern with their immediate supervisor or manager.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 18 OF 28

In addition, two further steps may be undertaken if MAM personnel do not feel that any such issues can be satisfactorily addressed in this manner:

Step 1

Approach one of the nominated individuals noted below with any concerns:

James Bennett – Chief Compliance Officer (On concerns and issues related to regulatory / compliance matters) Nick Hughes – Chief Operating Officer (On all other concerns and issues)

All internal communications will be treated with absolute confidentiality and provided that complaints are not motivated by, or based on, false or malicious information, each issue will be fully and carefully investigated.

Step 2

Where an individual feels insufficient action has been taken in response to his or her disclosure by the two named individuals (or when an exceptional circumstance arises), a disclosure may be made externally under PIDA. Typically, individuals making a disclosure will only be ‘protected’ if it can be proven to be in the public interest (outlined below) and after the company’s procedures above have been followed.

Within the provisions of the PIDA, persons that report issues of concern relating to any of the following that have been, or about to be, committed (i.e. infringements of the public interest) are fully protected from any liability – § Criminal Offence; § Failure to comply with any legal obligation; § Miscarriage of justice; § Placing individuals at risk on health and safety grounds; § Damage to the environment; or § Deliberate concealment of any of the above. Only in exceptional circumstances should a disclosure be made externally without first following the internal procedures for disclosures, and only if the correct external body is contacted. For example, for tax concerns, HMRC should be contacted, or for financial & regulatory concerns, the FCA is an appropriate external body to contact. The FCA can be contacted as follows:

Intelligence Department (Ref PIDA) The Financial Conduct Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 9200 Email: [email protected]

The FCA will give priority to live concerns or matters of recent history and will also emphasise that employees should first ordinarily follow internal procedures.

External Advice

In addition, staff should be aware that external, independent advice on this matter can be provided by their local office of the Citizens Advice Bureau, Acas (the Advisory, Conciliation and Arbitration Service) or from the independent specialist whistleblowing charity – Public Concern at Work (Tel: 020 7474 6609, Email: [email protected], Website: http://www.pcaw.org.uk/).

MAM personnel who have any questions on this whistleblowing policy should contact Nick Hughes.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 19 OF 28

7 Implementation of the code

7.1 Responsibilities and seeking guidance

Whilst each employee is individually responsible for implementing the Code, there is no requirement to act in isolation. MAM has a number of resources, people and processes in place to answer questions and to provide guidance on more complex topics. If there are any questions regarding any of the policies discussed in this Code, or there is doubt about the best course of action in a particular situation, please seek guidance from a supervisor or from a member of the Compliance team.

Ultimate responsibility to ensure that MAM complies with the many laws, regulations and ethical standards affecting the business rests with each employee/contractor. Personnel must become familiar with and conduct themselves strictly in compliance with those laws, regulations & standards and MAM's policies and guidelines pertaining to them.

7.2 Reporting violations

If personnel have knowledge of or suspect a violation of applicable laws or regulations, the Code, the Compliance Manual or any of MAM's related policies, immediately report that information to the Chief Compliance Officer. MAM expects its personnel to report any known or suspected misconduct with respect to MAM accounting or auditing matters and/or violations of any laws and should submit good faith reports of such information without fear of dismissal or retaliation of any kind.

7.3 Investigations of suspected violations

All reported violations will be promptly investigated and treated confidentially to the greatest extent possible. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting independently may compromise the integrity of an investigation and adversely affect all parties involved.

7.4 Discipline for violations

MAM intends to use significant effort to prevent conduct that does not conform with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. MAM personnel who violate this Code or other MAM policies and procedures may be subject to disciplinary action, up to and including summary dismissal. In addition, disciplinary measures may be taken against anyone who directs or approves infractions or has knowledge of them and does not promptly report and/or correct them in accordance with MAM policy. Staff should not ask others to breach the Code of their behalf.

7.5 Waivers of the Code

MAM will waive application of the policies set forth in this Code, in its discretion, where the circumstances warrant a waiver. Waivers may only be granted by the Chief Compliance Officer.

7.6 No rights created

This Code is a statement of the fundamental principles, key policies and procedures that govern the conduct of MAM personnel. It is not intended to and does not create any rights in any employee/contractor, person with whom MAM has a business relationship (including a client or counterparty), competitor, investor or any other person or entity.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 20 OF 28

Annex 1

Disclosure of Personal or Business Conflict of Interest form

Name:

Date:

Summary of Conflict

Is this an investment conflict? [Yes/No] e.g. a directorship, etc.

Management/Mitigation of conflict [Please explain what steps have been taken to resolve the identified conflict] [Reference to internal process/policies/controls - to be completed by Compliance]

Completed disclosure of interest forms should be sent to the Chief Compliance Officer.

[P.T.O. for guidance notes]

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 21 OF 28

Guidance Notes:

The following is a non-exhaustive list outlining some examples of potential conflict situations: · Having conflicting positions in securities or adopting conflicting trading strategies for different clients, such that dealing for one client may potentially be detrimental to the other; · Receiving inducements in exchange for the placement of business with a broker; · Interviewing a friend or relative for a job with MAM; · A business that you or your family have close links with tenders and/or provides a contract to supply goods or services to MAM; · Advising MAM about a contract with a third party when you are connected to that third party; · Holding a significant amount of money in bonds, stocks or options in a listed company that is in a direct or indirect relationship / competition with MAM or its clients; · Significant holdings in a company or fund, directorships and trusteeships (trustee roles need to be disclosed only if remunerated and the individual concerned has identified a potential conflict of interest); · Being a member of an advisory committee, company, charity board or other organisation that undertakes activities that are directly or indirectly related to MAM’s business; · Setting up a business, or taking a role in a business that is potentially in competition with MAM; · Taking on another role that takes up so much of your time that you cannot do your job with MAM properly. You should refer to your contract of employment/services alongside discussing the issue with your direct line manager; · Conducting a performance review for someone at work with whom you have a close personal relationship (or vice versa); · Having a relationship with someone at work when you both work on separate parts of a control function where the duties have been segregated to mitigate risk; and · Accepting, or offering, over-generous gifts and hospitality.

If you have any doubt about whether you are conflicted, ask yourself the following questions or, alternatively, seek advice: · Is the situation likely to interfere or appear to interfere with my independent judgement when performing my duties for MAM? · Would my customers/colleagues/managers trust my judgement if they knew I was in this situation? · Could a close personal relationship with a colleague be seen to compromise our working relationship? · Do any members of my close family (spouse, children, parents, partner, brothers or sisters) have a business relationship with MAM? · Can I, or a close family member, benefit personally as a result of a decision I am taking on behalf of MAM?

Conflicts which could arise through business as usual activities include: · Whether MAM is likely to make a gain or avoid a financial loss at the expense of a client; · Whether MAM has competing interests from the clients’ interest; · Whether there is a financial or other incentive to favour the interest of one client / group of clients over the interest of others; and · Whether MAM receives inducements in relation to a service provided.

If the answer to any of these questions is yes, you are likely to be in a conflict of interest situation which should be declared overleaf.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 22 OF 28

Annex 2

Important Definitions

A Personal Transaction means a trade in a designated investment effected by or on behalf of a relevant person, where at least one of the following criteria are met:

(1) that relevant person is acting outside the scope of the activities he carried out in that capacity;

(2) the trade is carried out for the account of any of the following persons:

(a) the relevant person;

(b) the spouse or civil partner of the relevant person or any partner of that person considered by national law as equivalent to a spouse;

(d) any other relative of the relevant person who has shared the same household as that person for at least one year on the date of the personal transaction concerned;

(e) any person with whom he has close links;

(f) a person whose relationship with the relevant person is such that the relevant person has a direct or indirect material interest in the outcome of the trade, other than a fee or commission for the execution of the trade.

A Personal Transaction will also include a trade in which the relevant person has a beneficial ownership as defined in Rule 16a-l(a)(2) under the Securities Exchange Act of 1934 (“Exchange Act”) and shall refer to a direct or indirect pecuniary interest in securities, the benefits of which are enjoyed, directly or indirectly, by an individual by reason of any contract, arrangement, understanding, relationship (such as, for example, that person’s spouse, children or other close familial relationship), agreement or any other direct or indirect pecuniary interest, and by reason of which such individual should be regarded as the true owner, although such securities may not be registered or standing on the books of the issuer in the name of such individual.

A Relevant Person means any of the following:

(a) a director, partner or equivalent, manager or appointed representative (or where applicable, tied agent) of the firm;

(b) a director, partner or equivalent, or manager of any appointed representative (or where applicable, tied agent) of the firm;

(c) an employee of the firm or of an appointed representative (or where applicable, tied agent) of the firm; as well as any other natural person whose services are placed at the disposal and under the control of the firm or an appointed representative or a tied agent of the firm and who is involved in the provision by the firm of regulated activities;

(d) a natural person who is directly involved in the provision of services to the firm or its appointed representative (or where applicable, tied agent) under an outsourcing arrangement for the purpose of the provision by the firm of regulated activities.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 23 OF 28

Annex 3 PERSONAL ACCOUNT DEALING CONSENT FORM A. To be completed by member of staff

Stock Name: Purchase/Sale: Amount: Is Stock held by Marathon clients? Yes / No Signature: Name: Date: I hereby confirm that this requested transaction does not conflict with the interests of Marathon and/or Marathon’s clients. B. To be completed by FMA

There are no anticipated cash flows or other investment decisions for this stock in the next 5 business days Initials: ______Date:______

C. To be completed by Trader

There are no trades in this stock between the status of “Authorised” and “Filled” Initials: ______Date:______

D. To be completed by Compliance

- There have not been any non-cashflow related sales of this stock for clients in the previous 5 business days. Purchases: - There have not been any non-cashflow related purchases of this stock for clients in the previous 5 business days Sales: § Stock has been held for more than 60 days.

Conflict check: For PM trades, is there a conflict (i.e. check why not also a client transaction)?: Y/N OR N/A as not a PM

Consent may be refused where known cash flows or investment decisions are deemed significant: Check contribution/redemption sheet and discuss any large flows ($100mn +) with FMAs.

- Is stock on the current Restricted List for individual? Y/N General: § Is stock subject to Insider restrictions? Y/N Initials: ______Date:______

E. Post trade Compliance Checks

For Purchases: Did clients purchase this stock within 1 month after the consent? Y/N For Sales: Did clients sell this stock within 1 month after the consent? Y/N General: Did clients sell/purchase this stock in the opposite direction to the requested transaction within 5 business days? Y/N Initials: ______Date:______

Guidance Notes For Staff: Personal Account trading procedures are contained within Marathon’s Code of Ethics. Consent must be obtained prior to dealing and is valid for one day only (or the following day for Far East trades). One consent form per stock traded. There is a minimum holding period of 60 days where Marathon clients hold the same stocks (other than short dated instruments). In the event that clients do trade in the following 5 days, the minimum holding period is extended to six months.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document These rules also apply to individual’s connected persons (including spouses/partners living together) etcav. A copy of the contract note must be given to the Compliance (can be sent electronically). Any breach of the rules (deliberate or careless) will be considered a serious contravention of Marathon’s procedures.

For Persons giving consent: Please consider forthcoming cash flows, mandate changes, model changes or existing open orders. Always date your consent. If you are in any doubt, then refuse consent.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 24 OF 28

Annex 4 STATEMENT OF HOLDINGS OF PERSONAL SECURITIES

Please fill out the form based on your circumstances and then sign the bottom of the form:

By signing the below, I certify that [on commencement of employment][as at 31 December 20XX]* delete as applicable

¨ Nil Holdings I held no relevant securities transactions18 in a personal capacity. Similarly, no connected party19 to me held any relevant securities transactions in a personal capacity.

¨ Personal Holdings I or a connected party(ies) held shares in the following relevant securities transactions20 (not including Excluded Funds21).

Exchange Broker / dealer Name and type of Beneficial Owner (if not No. of ticker or Value Currency holding the security held in your own name) Shares Held CUSIP securities

Continue on new page if required.

And (where applicable) I or a connected party(ies) held the following Excluded Fund investments:

Exchange Broker / dealer Name and type of Beneficial Owner (if not No. of ticker or Value Currency holding the fund held in your own name) Shares Held CUSIP securities

Continue on new page if required.

Name

Date

Signature

18 For the complete definition of all applicable investments see section 5.4 of the Code of Ethics. No disclosure required for securities in Marathon group entities.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 19 A connected party includes a spouse, civil partner, dependent (child or stepchild), other close family link, relative that has lived in the household for over a year, person with whom the staff member has close links or who has material interest in the trade. See the Code of Ethics for more information. 20 No disclosure required for Marathon group entities. 21 Excluded Funds means any authorised unit and/or investment trusts, collective investment schemes, mutual funds, exchanges traded funds. Hedge funds, private equity funds, other alternative funds and any fund where MAM acts as the investment advisor to those funds are generally not Excluded Funds and will require pre-approval.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 25 OF 28

Annex 5 NOTIFICATION OF GIFTS AND BENEFITS

This form should be used to notify the Chief Compliance Officer of: a) All gifts, entertainment or other benefits received from third parties over £50, and b) All gifts, entertainment or other benefits offered to third parties over £50.

Please complete box a) or b) below a) Received from third parties

Date of Notification:

Name:

Description of gift, entertainment or other benefit:

Estimated Value:

Received from: (name and company) b) Offered to third parties

Date of Notification:

Name:

Description of gift, entertainment or other benefit:

Estimated Value:

Offered to: (name and company)

Name:

Signature:

Compliance Approval:

Comments:

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 26 OF 28

Annex 6

ACKNOWLEDGEMENT OF CODE OF ETHICS

(On Commencement)

I acknowledge that:

(i) I have read and understood the Code of Ethics and recognise that I am subject thereto; (ii) I have complied with the requirements of the Code of Ethics; (iii) I have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics; (iv) The attached list of personal securities is complete; (v) I am aware of the Bribery Act offences and penalties and Marathon’s zero tolerance policy towards this type of conduct; (vi) I have no outside business interests or directorships which have not already been disclosed to HR or Compliance;

22 § Please ensure Compliance is informed of the names of any publicly traded companies of which you or a connected party serve as officers or directors. 1 § Please also inform Compliance of the names of any connected parties who are employed or affiliated with a brokerage or investment business.

I have not been arrested or charged with any criminal offence (excluding minor traffic infringements), nor have I ever been (vii) suspected or found to be involved in any violation of any UK or USA investment regulation; I have not been refused entry to or been dismissed or requested to resign from any profession, vocation, office of employment or (viii) from any fiduciary offices or position of trust whether or not remunerated; I have not been refused, restricted in, or had suspended the right to carry on any trade business or profession for which specific (ix) license, authorisation, registration, membership or other permission is required; and I have not been disqualified by a court from acting as a director of a company or from acting in a management capacity or (x) conducting the affairs of any company, partnership or unincorporated association.

I understand that the confirmations made in this declaration form an addendum to my contract of employment (or contract for services), and that a breach of any of the warranties provided herein will be treated seriously and may be subject to the provisions for dismissal or alternative action set out in my contract of employment (or contract for services) or to any course of action available to MAM under UK law or applicable regulation.

Signature:

Name: Date:

22 A connected party includes a spouse; partner; dependent (child or stepchild); other close family link or relative that has shared the same household for over a year; or any person who has material interest in the trade or holding. See the Code of Ethics for more information.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 27 OF 28

Annex 7

MARATHON ASSET MANAGEMENT LLP (“MAM”)

ANNUAL DECLARATION I acknowledge that: (i) I have read and understood the Code of Ethics and recognise that I am subject thereto; (ii) I have complied with the requirements of the Code of Ethics; (iii) I have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics; (iv) I have reported all gifts, benefits and entertainment offered to me or received by me from third parties to Compliance; In relation to my anti-money laundering responsibilities, I have reported any suspicious transaction of which I have become aware (v) to Marathon’s Money Laundering Reporting Officer and undertake to comply with all applicable anti-money laundering rules and regulations; I have reported all personal or business related conflicts of interest known to me pursuant to the requirements of the Code of (vi) Ethics; (vii) I have reported all complaints made by clients of Marathon of which I am aware; (viii) I am aware of the Bribery Act offences and penalties and Marathon’s zero tolerance policy towards this type of conduct; (ix) I have read and understood the Company Handbook and the policies and procedures therein; (x) I have no outside business interests or directorships which have not already been disclosed to HR or Compliance;

23 § Please ensure Compliance is informed of the names of any publicly traded companies of which you or a connected party serve as officers or directors. 1 § Please also inform Compliance of the names of any connected parties who are employed or affiliated with a brokerage or investment business.

I have not been arrested or charged with any criminal offence (excluding minor traffic infringements), nor have I ever been (xi) suspected or found to be involved in any violation of any UK or USA investment regulation; I have not been refused entry to or been dismissed or requested to resign from any profession, vocation, office of employment or (xii) from any fiduciary offices or position of trust whether or not remunerated; I have not been refused, restricted in, or had suspended the right to carry on any trade business or profession for which specific (xiii) license, authorisation, registration, membership or other permission is required; and I have not been disqualified by a court from acting as a director of a company or from acting in a management capacity or (xiv) conducting the affairs of any company, partnership or unincorporated association.

Signature:

Name: Date:

23 A connected party includes a spouse; partner; dependent (child or stepchild); other close family link or relative that has shared the same household for over a year; or any person who has material interest in the trade or holding. See the Code of Ethics for more information.

DATE CREATED: JAN-17 CONFIDENTIAL VERSION: 5.0 PAGE: 28 OF 28

Business Sponsor: Chief Compliance Officer

I. Overview

The Advisers Act and the Investment Company Act require Amundi Smith Breeden to maintain this Code of Ethics. This Code is intended to create safeguards to help ensure that Amundi Smith Breeden and its employees fulfill their duties to Clients. In addition, the Code is designed to identify potential conflicts of interest that may arise when employees trade in their personal investment accounts, have access to material non-public information, serve on an outside Board of Directors and deal with government officials. Finally, a client complaint process is set forth in this Code.

Other than Personal Trading Restrictions (Section III) and Reporting Requirements for Personal Trading (Section IV), the Code’s restrictions and requirements apply to all employees, interns, consultants, and members of Amundi Smith Breeden’s Board of Directors. All employees, as well as those interns, consultants and Directors who are designated as access persons by the Compliance Department, are subject to Sections III and IV. All employees, interns, consultants, and Directors have a responsibility to read, understand, and comply with those sections of the Code to which they are subject. The Compliance Department is available to answer any questions you may have regarding the Code.

II. Standards of Conduct

You must:

· deal with Amundi Smith Breeden’s Clients fairly and equitably; · maintain a standard of business conduct consistent with Amundi Smith Breeden’s fiduciary obligations to its Clients; and · comply with this Code of Ethics and all applicable federal securities laws.

Additionally, the Investment Company Act, the Advisers Act and the rules thereunder do not allow you or Amundi Smith Breeden to:

· employ any device, scheme, or artifice to defraud Client; make any untrue statement of a material fact to a Client, or omit a material fact in a statement made to a Client which · would then make that statement misleading; · engage in any act, practice, or course of business which operates or operate as a fraud or deceit upon a Client; or · engage in any manipulative practice with respect to a Client.

III. Personal Trading Restrictions

You must adhere to the following restrictions when trading financial instruments in which you have Beneficial Ownership. For the purposes of the Code, “financial instrument” shall be given the widest possible meaning, but excludes currency.

Short Swing Profits Prohibition

You may not buy or sell any financial instrument listed on the Short Swing Profits Prohibited List if you have executed the opposite transaction in that instrument within the previous 60 days. For example, if a financial instrument is on the Short Swing Profits Prohibited List, you may not sell it until a minimum of 60 days have passed since you purchased it.

the financial instruments of any publicly-traded entity or mutual fund for which Amundi Smith Breeden provides investment · management or other services. This may also include the financial instruments of publicly-traded sponsors of pension plans, foundations, or any other Client; and · any other financial instrument which the CCO believes should be placed on the Short Swing Profits Prohibited List.

Portfolio Manager Fund Short Swing Pre-clearance and Holding Period

In order to align the interest of the portfolio team and clients, we have put in place a framework that enables and encourages Portfolio Managers and Back-up Portfolio Managers to invest their personal wealth in the funds (mutual, private etc.) that they manage. With such framework, the potential conflicts of interest that may arise must be managed. As such, the following rules will apply if a Portfolio Manager or Back-up Portfolio Manager invests in a fund that he or she managers.

Portfolio Managers and Back-up Portfolio Managers must receive pre-clearance from Compliance prior to buying or · selling shares of funds he or she manages. · The Portfolio Managers and Back-up Portfolio Managers must not have a conflict of interest with such investment. · Every such investment in a fund must be locked-in for a minimum period of 12 months.

These rules govern over the Short Swing Profits Prohibited rules (Portfolio Managers and Back-up Portfolio Managers must abide by the 12 month lock-in with respect to the funds they manage over the 30 day hold).

Personal Trading Restricted List

You may not engage in a personal transaction that involves a financial instrument listed on the Restricted List. It is your responsibility to check the Restricted List prior to initiating a transaction. The Restricted List is updated daily and can be found in the Compliance section of Amundi Smith Breeden’s intranet.

Generally, the Restricted List includes:

· all ABS, CMBS, RMBS and MBS bonds; all corporate bonds of any issuer whose corporate bonds, regardless of the particular bond, are held in any Client portfolio · managed by Amundi Smith Breeden; · municipal bonds held in any Client portfolio managed by Amundi Smith Breeden; futures contracts and options on futures contracts held in any Client portfolio managed by Amundi Smith Breeden that are also · thinly traded (as stated in the footnote)1; · all equities and options on equities held by any Client portfolio managed by Amundi Smith Breeden; and any financial instrument that the CCO believes should be placed on the Restricted List including any financial instrument with · respect to which the CCO believes that Amundi Smith Breeden possesses material, non-public information concerning the issuer.

Please keep in mind, all bond transactions, with the exception of U.S. Treasuries, must be pre-cleared, even if the bond or the issuer of the corporate bond is not on the Restricted List. Pre-clearance rules and procedures are discussed in more detail later in the Code.

1 A futures contracts (which includes an option on that futures contract) will be added to the Restricted List if (1) a Client holds that contract, and (2) 1% of the average market trading volume in that contract for the prior five trading days and 1% of the number of total contracts outstanding on the previous day is less than 20.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Under certain circumstances, the Compliance Department may grant an exception and allow you to purchase or sell a financial instrument that is on the Restricted List. You must receive approval from the Compliance Department prior to transacting in a financial instrument listed on the Restricted List.

You are responsible for providing Compliance with the names of financial instruments that you believe, in your reasonable determination, should be included on the Restricted List.

Preferred Stocks, Bonds, IPOs and Limited Offerings Must Be Pre-cleared

You must receive Compliance approval prior to buying or selling any preferred stock (excluding preferred stocks in real estate investment trusts) or bond, except for direct obligations of the U.S. Government (direct obligations of the U.S. government do not require pre-clearance). You must receive this pre-clearance even if the security is exchange traded or the security is not on the Restricted List. Pre-clearance approvals expire at the end of the trading day on which the approval was granted.

Typically, the Compliance Department will not approve a transaction in a security if a Client account holds that security. For municipal bonds only, you may submit a pre-clearance request using the Municipal Bond Pre-Clearance Request Form located in the Compliance section of the intranet. No other type of securities, besides municipal bonds, may be pre-cleared using this form.

Pre-clearance from the Compliance Department is also required for any financial instrument in any Limited Offering (such as an unregistered hedge fund) or initial public offering.

Futures Trading – Restricted List and Hard Cap

Prior to conducting any futures or option on futures transaction, you must review the Restricted List found in the Compliance section of the intranet. If the contract you wish to trade is not on the Restricted List, on a given day you may trade up to 20 contracts of that particular contract. No more than 20 contracts of a particular contract may be traded on a given day. Each particular contract, such as the June 2013 Eurodollar future and the September 2013 Eurodollar future, are considered separate contracts. Regarding options trades, the underlying instrument of the option, not the option itself, is counted towards the 20 contract hard cap. Buys and sells are aggregated for the purposes of the 20 contract hard cap.

No Personal Transactions with Persons that Conduct Business with Amundi Smith Breeden or that May Create a Conflict

Employees may not enter into personal investment transactions with individuals with whom business is conducted on behalf of Amundi Smith Breeden’s Clients. Employees who are involved in the investment process may not engage in personal business activity that could conflict with the proper execution and management of Amundi Smith Breeden’s investment decisions on behalf of its Clients, or that could impair Amundi Smith Breeden’s ability to make impartial decisions with respect to such investment decisions.

IV. Reporting Requirements for Personal Trading

You must comply with the following reporting requirements:

Quarterly Reporting

Quarterly reporting is required for your monitored accounts. The Compliance Department will designate whether an account is monitored. Generally, if the account is able to trade equities, futures, options, bonds or mutual funds that Amundi Smith Breeden advises, then it will be considered a monitored account. You must submit monitored account statements/transaction reports no later than 30 calendar days after the end of each quarter. The monitored account statements/transaction reports must contain the below information regarding all transactions in your investment accounts during the quarter:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate, maturity · date, number of shares, and principal amount or other relevant indicator of quantity (e.g., for futures contracts the relevant indicator would be the number of contracts) of each financial instrument involved; · the nature of the transaction (buy, sell, etc.); · the price at which the transaction was executed; · the name of the broker, dealer, or bank with or through which the transaction was executed; and · the date that the statement/report is submitted.

You are also responsible for providing this information with respect to financial instruments in which you have a Beneficial Ownership, but that are not held in investment accounts, such as a certificated stock.

Each quarter, the Compliance Department will review the transactions in these monitored accounts.

Annual Certification of Holdings

Annually, you will be required to certify that Amundi Smith Breeden’s record of the financial instruments in which you have Beneficial Ownership (whether or not in a monitored account) is correct and up-to-date as of the end of the previous calendar year. This annual certification will include all financial instrument holdings. The certification must be made within 30 calendar days after the end of the previous calendar year.

The certification should contain the following information:

the title and type of security, and if applicable, the exchange ticker symbol or CUSIP, the number of shares, and principal · amount or other relevant indicator of quantity owned (e.g., for futures contracts the relevant indicator would be the number of contracts) of each financial instrument in which you have Beneficial Ownership; the name of any broker, dealer, or bank with which an account is maintained that holds any financial instrument in which · you have Beneficial Ownership; and · the date the report is submitted.

Compliance will annually review the information submitted as a part of this annual certification.

Reporting New Accounts

You are required to report the below information for all investment accounts opened for your direct or indirect benefit during the quarter (this includes accounts that a spouse opened or that you or your spouse inherited) (“New Account”). You should provide this information as soon as practicable.

· the name of the broker, dealer, or bank with which the account is established; · the account number; · the date the account was established; and · the date the report is submitted.

On a quarterly basis, you will be required to provide a certification regarding all New Accounts opened during the previous quarter. Compliance will then determine if the account should be monitored.

Initial Holdings Report for New Hires

You must file an initial holdings report no later than 10 calendar days after becoming an employee. You must file an initial holdings report no later than 10 calendar days after becoming an intern, consultant or member of Amundi Smith Breeden’s Board of Directors if you are also designated by the CCO to be an access person subject to sections III. and IV. of the Code. The initial holdings report must be current as of a date no more than 45 calendar days prior to the date of hire or engagement. The report must contain the following information:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the title and type of security, and if applicable, the exchange ticker symbol or CUSIP, the number of shares, and principal · amount or other relevant indicator of quantity owned (e.g., for futures contracts the relevant indicator would be the number of contracts) of each financial instrument in which you have Beneficial Ownership; the name of any broker, dealer, or bank with which an account is maintained that holds any financial instrument in which · you have Beneficial Ownership; and · the date the report is submitted.

Termination Report

Upon terminating your employment or, if you are designated as an access person, terminating your internship, your work as a consultant or your Amundi Smith Breeden Board of Director membership, you will be required to sign a statement regarding the trading activities in your Beneficial Ownership accounts since the last quarterly review. You may also be required to submit account statements/transaction reports covering any period during which Compliance does not have information regarding your personal trading activities. In cases where you are not present to sign this document, this statement will be sent to you by certified mail with return receipt or by overnight courier to your last known address for completion.

V. Treatment of Material, Nonpublic Information

You must immediately contact the CCO if you believe you may have received material, non-public information.

Information is “non-public” when it has not been disseminated broadly to investors in the marketplace. Tangible evidence of “dissemination” is the best indication that the information is public. The following are examples of public information:

· information found in a public filing with the SEC or a stock exchange; information disseminated by the issuer or securities analysts to the investment community through written reports or · public meetings; or · information appearing in publications of general circulation such as Bloomberg or The Wall Street Journal.

Information has not been effectively communicated to the public if there has been:

· selective disclosure to Amundi Smith Breeden or other institutional investors or to select groups of analysts or brokers, · partial disclosure as long as a material component of the inside information remains undisclosed, or · there has been insufficient time for the relevant securities market to trade on the information.

Information is deemed to be “material” when there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision (such as if the information, if disclosed, would influence the price of a company’s securities).

If you are not sure if the information is material and non-public, you should discuss the information with the CCO. It is up to the CCO to determine if the information is material and non-public.

If information is determined to be material and non-public, you must comply with the following requirements:

You must not engage in a transaction, either in your personal trading accounts or on behalf of Amundi Smith Breeden · Clients, in a security while in possession of material, non-public information regarding that security or the issuer of that security. You must not discuss the information with anyone outside of Amundi Smith Breeden, unless you are explicitly authorized · to do so by the CCO.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Within Amundi Smith Breeden, the information may only be disseminated on a “need to know” basis and only to · appropriate personnel. The CCO must be consulted should a question arise as to who should be privy to material, non- public information. If you know that other employees, directors, consultants, or interns have also received this information, you must inform · the CCO. The CCO will take steps to help prevent inappropriate dissemination of the information.

You are strictly prohibited from providing access to material, non-public information about Amundi Smith Breeden’s securities recommendations and its Clients’ securities holdings and transactions to persons outside of Amundi Smith Breeden, unless that disclosure is necessary to carry out Amundi Smith Breeden’s duties to its Clients.

VI. Firewall Procedures – Syndicated Loans

These “Firewall” Procedures apply if Amundi Smith Breeden invests in syndicated loans on behalf of its Clients. These Firewall Procedures set forth the proper handling of material, nonpublic information that may come into the possession of Amundi Smith Breeden personnel in connection with Amundi Smith Breeden’s investments on behalf of Clients in syndicated loans. Information regarding borrowers of syndicated loans is classified as either “public” or “private”. Public information is information regarding a borrower that has been disseminated to the public. Private information is information regarding a borrower that has not been disseminated to the public. Private information includes, among other things, information relating to amendments or waivers related to documents governing a syndicated loan. Private information may also include financial projections regarding a borrower. Private information may or may not be material.

In order to acquire and dispose of syndicated loans on behalf of Clients, Amundi Smith Breeden may designate one or more employees or agents to receive private information regarding borrowers. If Amundi Smith Breeden determines it should have access to both public and private information regarding a borrower, the firm will follow certain Firewall Procedures. Once these procedures have been invoked, private information shall be presumed to be material, nonpublic information unless, following the procedures, it is determined that the information is not material.

The Compliance Department must be notified once an Amundi Smith Breeden employee has access to private information. The Compliance Department will ensure that such employee is notified that he or she cannot buy or sell any security of that particular issuer until further notice. The Compliance Department will monitor that employee’s investment accounts for transactions regarding such issuer.

VII. Service on an Outside Board of Directors

You must receive approval from the CCO before serving on a board of directors of another entity. Amundi Smith Breeden’s Board of Directors must ratify the CCO’s approval. The Board of Directors and the CCO will evaluate whether service on the board would be inconsistent with the interests of Amundi Smith Breeden, its shareholders, and its Clients in determining whether to grant approval.

VIII. Dealing with U.S. and Foreign Government Officials

Amundi Smith Breeden is committed to conducting its business affairs honestly, directly and fairly. Amundi Smith Breeden employees must use care when representing Amundi Smith Breeden in all contacts and dealings with government officials and must comply with all applicable laws, rules, regulations and Amundi Smith Breeden’s corporate policies. Government officials in the United States and many government officials abroad are governed by strict laws, rules and regulations limiting or prohibiting the acceptance of entertainment, meals, gifts and gratuities. All Amundi Smith Breeden employees who have contact or dealings with government officials or their employees, both in the United States or abroad, are required to be aware of and comply with those standards. Please contact the Compliance Department if you have any questions about these standards.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Foreign Corrupt Practices Act (“FCPA”) strictly prohibits the use of bribes or illegal payments to any non-United States government official, political party or political candidate to obtain or retain business or other improper advantage. Acts prohibited under FCPA include illegal or questionable customer rebates, commercial bribes or kickbacks, financial transactions that involve manipulation of sales, earnings or other financial data, use of interstate commerce to pay or facilitate payment to any non-United States government official, political party or political candidate, and keeping inaccurate books and records that attempt to disguise or conceal illegal payments. In addition, the use of any third party agents or intermediaries to facilitate any of the illegal payments or actions described above is strictly prohibited. If Amundi Smith Breeden conducts business in the United Kingdom, the UK Bribery Act contains prohibitions similar to those of the FCPA.

IX. CFTC Ethics Policy

At least every 3 years, “Related Persons” that have their series 3 license must take an ethics course lasting at least one hour. This course may be taken via an online course given by a Compliance approved vendor, and must include training regarding ethical issues related to the series 3 license such as an explanation of the applicable laws and regulations and rules of self-regulatory organizations or contract markets and registered derivatives transaction execution facilities; the obligation to the public to observe just and equitable principles of trade; how to act honestly and fairly and with due skill, care and diligence in the best interest of customers and the integrity of the markets; how to establish effective supervisory systems and internal controls; obtaining and assessing the financial situation and investment experience of customers; disclosure of material information to customers; and avoidance, proper disclosure and handling of conflicts of interest. Compliance will document Related Persons’ compliance with this ethics training requirement.

X. Reporting Violations

You are required to report any violations of this Code promptly to the CCO.

Additionally, if you have reason to believe that another employee, manager, supervisor, or anyone else associated with the firm is acting in a manner that is inconsistent with Amundi Smith Breeden’s core values of honesty and integrity, by, for example, acting fraudulently, failing to follow the federal or state securities laws or failing to follow Amundi Smith Breeden’s policies and procedures, you have an obligation to bring the issue to the attention of the CCO (at [email protected]), to the Executive Committee or any other officer of the firm. If a compliance incident is brought to the attention of any of the forgoing persons, such person is responsible for immediately sharing the reported facts with the CCO.

If, after raising the issue with a member of the group noted above, you do not believe that the issue is being appropriately addressed or if you are not comfortable reporting the issue to these individuals, you must contact the Chairman of the Board of Directors or any member of the firm’s Audit Committee. Their contact information can be found on the intranet.

The incident must be identified by facts that must be described to an extent and with the professionalism naturally required from the employee. Any pressure, irrespective of the perpetrator or the nature, on an employee or a representative of the Compliance Department, to obstruct the reporting of the incident or to delay it, shall constitute an aggravating circumstance

Amundi Smith Breeden wants to know about such violations or issues, so that it may take appropriate steps to correct any issues. Amundi Smith Breeden strictly prohibits retaliation against any employee for reporting such violations or issues and will keep the identity of the reporting employee confidential to the extent necessary.

Amundi Smith Breeden reserves the right to take all appropriate action in cases of proven abuse or bad faith or if the whistleblowing system is knowingly exercised in a wrongful manner.

If the CCO determines that you violated any provision of the Code, the CCO may administer remedial actions including, but not limited to, verbal or written warning, or termination of your employment or engagement with Amundi Smith Breeden.

Additionally, if you violate a provision of the Personal Trading Restrictions of this Code the CCO may, as applicable, require you to sell or unwind the financial instrument that is the subject of the violation and make a donation to Amundi Smith Breeden’s Committee for Volunteerism and Charity (“CVC”) or to a charity of the CVC’s choice in an amount equal to any profit that resulted from the violation (as calculated below. Earned or accrued interest/accrual and dividends will not be considered a gain for the purpose of the calculation). Because the CVC is not a recognized charitable foundation, if the donation is to the CVC, you will not be able to take a tax deduction for this payment. This penalty will be due before the end of the calendar quarter that follows the reporting of the violation. The CCO may also impose additional penalties, as deemed appropriate.

Short Swing Profit Prohibited Rule: For example, if you breach the short swing profit prohibited rule, then you will pay the CVC the excess gain earned by selling the security early over the gain that would have been earned if the instrument · had been held sixty days. For example, if you buy a position for $100 on day 1, then sell that position on day 15 for $400, for a gain of $300, and on day 60 the position would be worth $150 with an imputed gain of $50, you will owe the CVC $250.

Failure to Pre-Clear a Bond: If you fail to pre-clear a bond, not only will you be required to unwind the transaction, you will be required to pay the CVC the gain on the transaction as of the sell date. For example, if you buy an instrument worth · $100 on day 1, Compliance discovers the violation on day 50, and you sell the instrument on day 55 for $500, then you will owe the CVC $400. $500-$100 = $400.

Before making a determination that a violation of the Code has been committed, the Compliance Department will investigate and give the employee an opportunity to supply additional information. In determining what sanction is appropriate, the CCO will consider relevant facts and circumstances including, but not limited to, whether a Client was harmed, whether the individual profited or had the opportunity to profit, whether the violation is the first for the employee or a repeated violation, and the materiality of the violation.

The CCO will report any violations of the Code to the Audit Committee. The Chief Executive Officer may determine additional sanctions for violations of the Code. The CCO may also report violations of the Code to regulators and other third parties as is appropriate in the normal course of business (such as upon a Client’s request) or as otherwise determined by the CCO. This information may also be provided to the extent that Amundi Smith Breeden deems it appropriate in conjunction with any litigation, investigation, proceeding, hearing or other action in which Amundi Smith Breeden is involved.

XII. Client Complaints

All Client Complaints should be directed to the Client Service group. A “Client Complaint” is defined as a complaint that is communicated by an existing or former Amundi Smith Breeden Client that, if not resolved, is likely to result in (1) litigation or arbitration with the Client, or (2) a regulatory enforcement action against Amundi Smith Breeden. The Client Service group will log all Client Complaints, including the name of the Client making the complaint, the date of the complaint, a summary of the complaint and the resolution of the complaint, and will escalate the complaint to the head of Marketing & Client Service or the CCO, as appropriate.

XIII. Application of the Code to Interns, Consultants, and Members of the Board of Directors

In some cases, interns, consultants, and members of Amundi Smith Breeden’s Board of Directors will not have sufficient access to firm information to necessitate compliance with Sections III and IV of this Code. The CCO will determine, on a case by case basis, whether to designate these persons as access persons who are subject to Sections III and IV.

The CCO is responsible for administering the Code, which includes:

· reviewing investment accounts for transactions; · maintaining a list of all persons whose personal trading is monitored under the Code; distributing the Code to all applicable persons upon the commencement of their employment or engagement with Amundi · Smith Breeden, and thereafter, at least annually and each time it is amended; · obtaining written acknowledgements as required under the Code; · notifying all employees, interns, consultants and board members of their reporting obligations under the Code; · reviewing all account statements/transaction reports and holding reports submitted pursuant to this Code; · maintaining the Restricted List and Short Swing Profits Prohibited List as described in the Code; and · maintaining applicable documentation of approvals granted under the Code.

The CCO may, at any time, delegate any or all of his or her duties as defined in the Code to a member of Amundi Smith Breeden’s staff, subject to the CCO’s general supervision, provided that the CCO retains ultimate responsibility for any duties delegated under the Code.

The monitoring of the trading activities of the CCO will be handled by the Chief Executive Officer, who will review the CCO’s quarterly and annual account statements/transaction reports.

XV. Recordkeeping

All account statements/transaction reports of financial instruments and any other information filed with Amundi Smith Breeden pursuant to the Code shall be treated as confidential, except in the following situations in which Amundi Smith Breeden retains the right to disclose such information:

to auditors, consultants, or other parties engaged by Amundi Smith Breeden for the purpose of reviewing Amundi Smith · Breeden’s compliance with applicable regulations, laws, and/or Amundi Smith Breeden’s own policies and procedures; to Amundi Smith Breeden’s Board of Directors pursuant to the reporting requirements of the Code or as otherwise deemed · appropriate by the CCO; · pursuant to a governmental or regulatory body audit or investigation; · pursuant to a court or administrative order, subpoena, discovery request, suit proceeding, hearing or litigation; · as discussed elsewhere in this Code; or · as otherwise required or advisable under applicable law or regulation.

Amundi Smith Breeden will retain all required documents according to the rules and regulations set forth in the Advisers Act and Amundi Smith Breeden’s own document retention policies.

XVI. Definitions

The below terms have the assigned meaning for the purposes of this Code, and will be interpreted to have the broadest meaning possible.

· Advisers Act: means the Investment Advisers Act of 1940, as amended.

Beneficial Ownership: You have Beneficial Ownership of a financial instrument if you, a member of your immediate · family with whom you share the same household, or a trust for which you are a beneficiary, settlor, or trustee:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, have or share o the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the financial instrument; with respect to equity securities, have the right to acquire such securities through the exercise or conversion of o any derivative security, whether or not presently exercisable; or have the right to dividends from a financial instrument that are separated or separable from the underlying o financial instrument.

You also have Beneficial Ownership of a financial instrument if it is a financial instrument that you have discretion or influence over. If you are not sure whether you have Beneficial Ownership of a financial instrument, you should contact the CCO, who will help make that determination.

· CCO: means Amundi Smith Breeden’s Chief Compliance Officer.

Client: is any person for which or entity to which Amundi Smith Breeden provides either discretionary or non- · discretionary investment management services, advice, consultation, or other services.

· Code: means this Code of Ethics.

· Investment Company Act: means the Investment Company Act of 1940, as amended.

Limited Offering: means an offering that is exempt from registration under Sections 4(2) or 4(6) of the Securities Act of · 1933 or under Rules 504, 505, or 506 of such Act.

· Restricted List: means Amundi Smith Breeden’s Personal Trading Restricted List.

· Amundi Smith Breeden: means Amundi Smith Breeden, LLC.

Disclaimer

If you have received this Code as part of a request for proposal, or as part of a separate request for information, you should be aware that this Code is subject to change without notice. Amundi Smith Breeden will only send you an updated version upon your request.

This document describes our general practices with respect to the Code. In the case of a disaster as defined in our Disaster Recovery Policy, procedures with respect to our Disaster Recovery Policy may supersede this Code and any of its related procedures.

Historical Dates:

Amended as of July 08, 2016 Amended as of June 08, 2016 Amended as of January 19, 2016 Amended as of October 14, 2015 Amended as of April 2, 2015 Amended as of October 1, 2013 Amended as of August 13, 2012 Amended as of January 31, 2011 Amended as of September 13, 2010 Revised as of October 17, 2008 Revised as of July 29, 2008

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Revised as of January 19, 2006 Revised as of January 17, 2005 Revised as of September 30, 2004 Revised as of December 4, 2001 Revised as of August 30, 2000 Revised as of April 30, 2000 Revised as of June 9, 1998 Revised as of June 10, 1997 Revised as of October 10, 1996 Adopted as of October 22, 1992

Under the Insider Trading and Securities Fraud Enforcement Act of 1988 and Section 204A of the Investment Advisers Act of 1940, Amundi Smith Breeden, as an investment adviser, has an affirmative obligation to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of Amundi Smith Breeden’s business, to prevent misuse of material, non-public information by Amundi Smith Breeden or persons associated with Amundi Smith Breeden. Amundi Smith Breeden and its employees or staff may be subject to stringent civil and criminal penalties for trading securities while in possession of material, non-public information or improperly communicating material, non-public information to others.

Material, Non-public Information

· information found in a public filing with the SEC or a stock exchange, information disseminated by the issuer or securities analysts to the investment community through written reports or public · meetings, or · information appearing in publications of general circulation such as Bloomberg or The Wall Street Journal.

Information has not been effectively communicated to the public if there has been:

· selective disclosure to Amundi Smith Breeden or other institutional investors or to select groups of analysts or brokers, · partial disclosure as long as a material component of the inside information remains undisclosed, or · insufficient time for the relevant securities market to trade on the information.

If you are not sure if the information is material and non-public, you should discuss the information with the CCO. It is up to the CCO to determine if the information is material and non-public.

Access to Material, Non-public Information

You must immediately contact the CCO if you believe you may have received material, non-public information.

If information is determined to be material and non-public, you must comply with the following requirements:

You must not engage in a transaction, either in your personal trading accounts or on behalf of Amundi Smith Breeden · clients, in a financial instrument while in possession of material, non-public information regarding that financial instrument. You must not discuss the information with anyone outside of Amundi Smith Breeden, unless you are explicitly authorized · to do so by the CCO. Within Amundi Smith Breeden, the information may only be disseminated on a “need to know” basis and only to · appropriate personnel. The CCO must be consulted should a question arise as to who should be privy to material, non- public information.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If you know that other employees, directors, consultants, or interns have also received this information, you must inform · the CCO. The CCO will take steps to help prevent inappropriate dissemination of the information.

You are strictly prohibited from providing access to material, non-public information about Amundi Smith Breeden’s securities recommendations and its client’s securities holdings and transactions to persons outside Amundi Smith Breeden, unless that disclosure is necessary to carry out Amundi Smith Breeden’s duties to its clients.

Any violation of Amundi Smith Breeden’s policies related to material, non-public information will lead to disciplinary action, up to and including immediate termination of your employment with Amundi Smith Breeden.

By signing below, I acknowledge that I have received a copy of this Appendix A, Amundi Smith Breeden’s Summary Statement on Insider Trading, and understand the provisions relating to the restrictions regarding material, non-public information.

Signature:

Printed Name:

Date:

This Code of Ethics (“Code”) sets forth rules, regulations and standards of professional conduct for the Employees of the Firm. The Firm expects that all Employees will adhere to the Code without exception.

Terms in boldface type have special meanings as used in this Code and are defined in Section S below. To understand the Code you will need to read the definitions of those terms.

A. Standards of Professional Conduct Statement

It is the Firm’s policy that Employees adhere to the highest ethical standards when discharging their investment advisory duties to Clients or conducting general business activity on behalf of the Firm in every possible capacity, such as investment management, administration, dealings with service providers, confidentiality of information and financial matters of every kind.

The Firm has a fiduciary responsibility to render confidential, professional and unbiased investment advice to its Clients1. It owes its Clients a duty of honesty, good faith, and fair dealing when discharging the Firm’s investment management responsibilities and, as a fiduciary the Firm’s ethics and those of its Employees must be above reproach. Actions that expose the Firm or its Employees to even the appearance of impropriety must not occur. It is a fundamental principle of the Firm to ensure that the interests of its Clients come before those of the Firm or any of its Employees. Therefore, each Employee is expected to uphold the standards of professional conduct set forth in this Code, including when engaging in personal securities transactions or dealing with confidential information regarding the Clients or investors in the Funds. It is extremely important to not violate the trust that the Firm and its Clients have placed in Employees.

The prescribed guidelines and principles, set forth in the policies that follow, are designed to reasonably assure that the high ethical standards maintained by the Firm continue to be applied, deter misconduct by Employees, and protect Clients and investors in the Funds managed by the Firm. The rules prohibit certain activities and personal financial interests and require disclosure of certain personal investments and related business activities of Employees. The procedures that follow will assist in reasonably ensuring that our Clients are protected from Employee misconduct and that our Employees do not violate federal securities laws. These guidelines and procedures are intended to maintain the excellent name of our Firm, which is a direct reflection of the conduct of each of us in everything we do.

1 ERISA and the federal securities laws which may govern the Firm define an investment adviser as a fiduciary who owes its clients a duty of undivided loyalty and who must not engage in any activity in conflict with the interests of the client.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Firm’s continued success depends on each one of us meeting our obligation to perform in an ethical manner and to use good judgment at all times. All Employees have an obligation and a responsibility to conduct business in a manner that maintains the trust and respect of fellow Employees, our Clients, their investors, our business counterparties, and the general public. Employees are required to promptly bring any knowledge of possible or actual unethical conduct to the attention of the Compliance Officer or, if the possible or actual unethical conduct relates to the Compliance Officer, to the Portfolio Manager.

Confidentiality will be protected insofar as possible, with the assurance that there will be no adverse consequences as a result of reporting any unethical or questionable behavior.

Each Employee has the responsibility to be fully aware of and strictly adhere to the Code and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. The Firm and its Employees will nevertheless be held accountable to such standards. The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code. Individuals are encouraged and expected to seek assistance for help in making the right decision, and should contact the Compliance Officer with any questions regarding his or her obligations under this Code.

The Firm believes that these general principles not only help us fulfill our fiduciary obligations, but also protect the Firm’s reputation and instill in our Employees the Firm’s commitment to honesty, integrity and professionalism. Employees should understand that these general principles apply to all conduct, whether or not the conduct also is covered by more specific standards or procedures set forth below. Failure to comply with the Code may result in disciplinary action, including termination of employment.

B. Persons and Accounts Covered by the Code

1. Employees and Access Persons

In general, the Code applies to all of the Firm’s Employees. Certain provisions of the Code, however, apply only to the Firm’s “Access Persons.” Our Access Persons include any Employee who:

· Has access to nonpublic information regarding any Client’s purchases or sales of securities; or · Is involved in making securities recommendations to the Clients, or has access to such recommendations that are nonpublic.

All of the Firm’s managers, members and officers are presumed to be access persons.

2. Personal Accounts

The requirements and restrictions contained in the Code apply to any “personal account” of an Employee. The term “personal account” means any account in which an Employee or member of the Employee’s Family/Household has direct or indirect Beneficial Ownership and the ability to exercise investment discretion with respect to the account’s holdings. The term “personal account” does not include any securities account over which the Employee has no direct investment influence or control, such as a mutual fund account.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document An Employee is deemed to have Beneficial Ownership if the Employee, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect opportunity to profit or share in any profit derived from the relevant personal account. For a full definition of beneficial ownership, refer to Rule 16a-1(a)(2) under the Exchange Act.

C. Compliance with Applicable Securities Laws

In addition to the general principles of conduct stated in the Code and the specific trading restrictions and reporting requirements described below, the Code requires all Employees to comply with applicable U.S. federal and state, as well as applicable non-U.S., securities laws. These laws include but are not limited to the Securities Act, the Exchange Act, the Investment Company Act of 1940, the Advisers Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act, any related laws, rules and regulations as they may apply to private investment funds and investment advisers, and the Securities and Exchange Law of Japan.

D. Initial and Annual Holding Reports

1. Contents of Holdings Reports

Every Employee must submit an initial and an annual holdings report to the Compliance Officer that discloses all Covered Securities in which the Employee or members of the Employee’s Family/Household have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Employee. The Compliance Officer, in his discretion, may request that holdings reports be delivered to him more frequently than annually. Each report must contain, at a minimum:

the name of the Covered Securities, and the exchange ticker symbol or identifying number of the security, as well as a. the number of shares and principal amount of each Covered Security in any personal account; and b. the date on which the Employee submits the report. In addition, each access person must list the name of every broker, dealer or bank with which the access person maintains any securities account over which the access person has investment discretion with respect to the holdings. c. In the interest of clarity, no access person is required to submit any report with respect to securities held in a securities account over which the access person had no direct or indirect investment influence or control.

2. Timing of Holdings Reports

Holdings reports, substantially in the form attached hereto as Exhibit A, must be submitted by Employees within the following time frames:

no later than 10 days after becoming an Employee, and the information contained in the report must be current as of a a. date no more than 45 days prior to the date of becoming an Employee; and

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document b. at least once each year thereafter no later than 30 days following the calendar year-end.

The information contained in the report must be current as of the date of the relevant calendar year-end.

E. Quarterly Transaction & Code of Ethics Reports

1. Contents of Transactions Reports

Every Employee must submit a Quarterly Transaction & Code of Ethics Report (Exhibit B) to the Compliance Officer that discloses all transactions during the most recent calendar quarter in Covered Securities in which the Employee or members of the Employee’s Family/Household had Beneficial Ownership. The obligation to provide a Quarterly Transaction & Code of Ethics Report may be satisfied by submitting copies of the Employee’s and or members of the Employee’s Family/Household’s relevant brokerage statements, or brokerage transactions reports. It also requires you to list all brokers, dealers and banks where you established a new account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Employee. The Compliance Officer, in his/her discretion, may request that holdings reports be delivered to him/ her more frequently than quarterly.

Each report must contain, at a minimum:

the name of the Covered Securities, and the exchange ticker symbol or identifying number of the security, as well a. as the number of shares and principal amount of each Covered Security in any personal account that was purchased or sold during the relevant quarterly period; and b. the date on which the Employee submits the report.

2. Timing of Transaction Reports

Transaction reports must be submitted by Employees at least once each quarter no later than 30 days after the end of each calendar quarter. The information contained in the report must be current as of the date of the relevant calendar quarter-end.

F. Pre-Approval for Personal Securities Transactions

Every Employee and members of the Employee’s Family/Household must obtain written pre-approval from the Compliance Officer before acquiring or selling (1) Covered Securities; (2) non-publicly traded securities or private placements; and (3) initial public offerings in which you or a member of your Family/Household has any Beneficial Ownership. The following transactions are exempt from written pre-approval:

· transactions in which the Employee has no direct or indirect influence or control (such as third party managed accounts); · transactions pursuant to an automatic investment plan;

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities; and acquisitions or sales of securities through stock dividends, stock splits, reverse stock splits, mergers, consolidations, spin-offs, · and other similar corporate reorganizations;

Upon receipt of a preclearance request to trade a covered security, the Compliance Officer shall determine if the trade causes a real or perceived conflict with the firm’s client portfolios (Separately Managed Accounts and Funds). The Compliance Officer will first determine if the security is on the firm’s restricted list. If the security is not on the restricted list, the preclearance request may be approved. If it is determined that the security is on the firm’s restricted list, approval for the trade may be given so long as the firm can document why the personal trade is not deemed to be a real or perceived conflict with the client’s portfolios or rules pertaining to insider trading. Once pre-clearance is obtained it shall be valid only for the day on which it was granted and for 1 business day thereafter unless otherwise stated in the trade approval process by the Compliance Officer. The Compliance Officer may deny or revoke preclearance for any reason. In no event will preclearance be granted for any security if, to the knowledge of the Compliance Officer, the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security). Employee’s and or members of the Employee’s Family/Household’s may not buy or sell a security that a fund or managed account has traded within three business days on either side of the fund or managed account trade date. If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an Employee and or members of the Employee’s Family/Household, the personal transaction may be reviewed by the Compliance Officer to determine the appropriate action, if any.

G. Prohibited Transactions in Mutual Funds

All Employees are prohibited from engaging in short-term trading for their personal accounts in the shares of any open-end mutual fund (i.e., market timing). For purposes of the Code, the term “short-term trading” means any purchase and sale or sale and purchase of the shares of a mutual fund within a 30-day period, or such longer period as may be specified by a mutual fund’s prospectus. In addition, all Employees are prohibited from trading in the shares of mutual funds for their personal accounts in a manner inconsistent with a mutual fund’s prospectus.

H. Excessive Trading Activities

Excessive trading activity in the personal accounts of Employees may cause or give the appearance of conflict of interest with the Clients’ accounts. Therefore, Employees are generally limited to three pre-approved trades of Covered Securities per month. Any additional trades may be approved by the CCO only in cases of special need (such as need to liquidate a portfolio for a home purchase). Employees and their Family/Household are also strongly discouraged from short-term trading, defined as the purchase and sell, or sell and purchase, of a Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of 60 calendar days. If such transactions occur, the Firm may require any profits from the transactions to be disgorged for donation by the Firm to charity.

Employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of companies researched by us for investment, corporate transformation, present and prospective investors, investor portfolio transactions (executed, pending or contemplated) and holdings, suppliers, officers and other staff members. Confidential information also includes trade secrets and other proprietary information of the Firm, such as business or product plans, systems, methods, software, manuals and client lists. Safeguarding confidential information is essential to the conduct of our business. Caution and discretion are required in the use of such information and in sharing it only with those who have a legitimate need to know (including other Employees of the Firm and Clients).

1. Personal Use

Confidential information obtained or developed as a result of employment with the Firm is not to be used or disclosed for the purpose of furthering any private interest or as a means of making any personal gain. Unauthorized or disclosure of such information (other than as described above) could result in civil or criminal penalties against the Firm or the individual responsible for disclosing such information.

Further guidelines pertaining to confidential information are contained in the “Confidentiality Agreement” attached to the Compliance Manual, which each Employee must read, understand and sign.

2. Release of Client Information

All requests for information concerning a Client or an investor of the Client (other than routine inquiries), including requests pursuant to the legal process (such as subpoenas or court orders) must be promptly referred to the Compliance Officer, or Legal Department. No information may be released, nor should the Client involved be contacted, until so directed by the Compliance Officer.

In order to preserve the rights of our Clients and their investors, and to limit the firm’s liability concerning the release of client and investor proprietary information, care must be taken to:

· Limit use and discussion of information obtained on the job to normal business activities. · Request and use only information that is related to our business needs. · Restrict access to records to those with proper authorization and legitimate business needs. · Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions.

J. Conflicts of Interest

Employees should avoid actual or apparent conflicts of interest, i.e., any personal interest inside or outside the Firm, which could be placed ahead of the Employee’s obligations to the Firm and its Clients and their investors. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict. As a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, or from our relationships with our clients or with the brokerage community.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Firm recognizes and respects an Employee’s right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Firm, not by the Employee involved, will determine the appropriate action to be taken to address the situation.

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted to prevent Employees from engaging in certain activities without pre-approval from the Compliance Officer:

Employees may not, without first having secured prior approval, serve as a director, officer, employee, partner or trustee – nor hold any other position of substantial interest – in any outside business enterprise. Employees will not need prior approval, however, if the following three conditions are met: (i) the enterprise is a family firm owned principally by other members of the Employee’s family; (ii) the family business is not doing business with the Firm and is not a securities or 1. investment related business; and (iii) the services required will not interfere with the Employee’s duties or independence of judgment. Significant involvement by Employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, Employees will be required to disclose all relationships with outside enterprises annually.

The foregoing applies only to positions in business enterprises. It does not affect the Firm’s practice of permitting Employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

2. Employees may not act on behalf of the Firm in connection with any transaction in which he or she has a personal interest.

Employees may not, without prior approval, have a substantial interest in any outside business which, to the Employee’s knowledge, is involved currently in a business transaction with the Firm, or is engaged in businesses similar to any business engaged in by the Firm. A substantial interest includes any investment in the outside business involving an 3. amount greater than 10 percent of the Employee’s gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. Employees do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

Employees may not, without prior approval, engage in any transaction involving the purchase of products and/or services 4. from the Firm, except on the same terms and conditions as they are offered to the public.

Employees may not, without prior approval, borrow an amount greater than 10% of their respective gross assets, on an 5. unsecured basis from any bank, financial institution, or other business that, to the Employee’s knowledge, currently does business with the Firm or with which the Firm has an outstanding investment relationship.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Employees may not favor one client account over another client account or otherwise disadvantage any Client in any 6. dealings whatsoever to benefit either the Employees, the Firm or another third-party client account.

Employees may not, as result of their status as a Firm employee, take advantage of any opportunity that they learn about or 7. otherwise personally benefit from information obtained as an Employee that would not have been available to such Employee if they were not a the Firm employee.

Employees may not use for their own benefit (or the benefit of anyone other than the Client) information about the Firm’s 8. trading or recommendations for Client accounts.

K. Service on Boards of Directors and Other Outside Activities

An Employee’s service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for conflicts of interest and insider trading problems, and may otherwise interfere with the Employee’s duties to the Firm. Accordingly, Employees are prohibited from serving on the boards of directors of any outside company, unless the service (i) would be in the best interests of the Firm or the Clients and (ii) has been approved in writing by the Compliance Officer. In addition, any Employee serving on the board of a private company which is about to go public may be required to resign either immediately or at the end of the current term.

The Firm also discourages Employees from (i) engaging in outside business ventures (such as consulting engagements or public/charitable positions); (ii) accepting any executorships, trusteeship or power of attorney (except with respect to a family member); and (iii) serving on a creditors committee except as part of the Employee’s duties at the Firm. Accordingly, an Employee must obtain pre-approval from the Compliance Officer prior to engaging in any of these activities.

L. Political Affiliations

The Firm does not contribute financial or other support to political parties or candidates for public office. Employees may, of course, make political contributions, but only on their own behalf; the Firm for such contributions will not reimburse them.

Legislation generally prohibits the Firm or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, managing investments at preferential fee levels or providing non-financial support to a political candidate or party by donating office facilities. Otherwise, individual participation in political and civic activities conducted outside of normal business hours is encouraged, including the making of personal contributions to political candidates or activities.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Employees are free to seek and hold an elective or appointive public office, provided they do not do so as a representative of the Firm. Employees must conduct campaign activities and perform the duties of the office in a manner that does not interfere with their responsibilities to the Firm.

M. Gifts and Entertainment

In order to address conflicts of interest that may arise when an Employee accepts or gives a gift, favor, entertainment, special accommodation, or other items of value, the Firm places restrictions on gifts and entertainment. The following specific restrictions apply.

Gifts. No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodations from a vendor, broker, securities salesman, client or prospective client (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of such personnel's responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household · of firm personnel. Furthermore, no Employee may receive any gift, service, or other item of more than de minimis value, which for purposes of the Code is set at $100, from any person or entity that does business with or on behalf of the Firm. No Employee may give or offer any gift of more than de minimis value to existing investors, prospective investors, or any entity that does business with or on behalf of the Firm without the prior written approval of the Compliance Officer. These policies are not intended to prohibit normal business entertainment.

Cash. No Employee or member of the Employee’s Family/Household may give or accept cash gifts or cash equivalents to or · from an investor, prospective investor, or any entity that does business with or on behalf of the Firm.

Entertainment. No Employee or member of the Employee’s Family/Household may provide or accept extravagant or excessive entertainment to or from an investor, prospective investor, or any person or entity that does or seeks to do business · with or on behalf of the Firm. Employees may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. Any event likely to exceed a de minimis value must be approved in advance by the Compliance Officer.

Government Officials. No gift or entertainment event of any value involving government officials or their families may be · given or sponsored by the Firm or any Employee or member of the Employee’s Family/Household without the prior written approval of the Compliance Officer.

Reporting. Each Employee must report on a quarterly basis any gifts or entertainment received in connection with the · Employee’s employment to the Compliance Officer. The Compliance Officer may require that any gift in excess of de minimis value be returned to the provider or that any excessively lavish entertainment expense be repaid by the Employee.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Solicited Gifts. No Employee may use his or her position with the Firm to obtain anything of value from a Client, supplier, · person to whom the Employee refers business, or any other entity with which the Firm does business.

Referrals. Employees may not make referrals to Clients (e.g., of accountants, attorneys, or the like) if the Employee expects to · personally benefit in any way from the referral.

Improper Payments. In the conduct of the Firm’s business, no bribes, kickbacks, or similar remuneration or consideration of · any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

N. Expenditures and Receipts

The integrity of the accounting records of the Firm is essential. All expenditures and receipts including personal expense statements, must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Firm are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Firm are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Firm including the disposition of its assets and liabilities. The falsification of any book, record or account of the Firm, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against Employees who violate these rules, which may result in dismissal.

O. Reporting Violations and Whistleblower Policy

1. Reporting Violations

· Requirement to Report Violations

Every Employee must immediately report any violation of the Code including but not limited to violation of Federal or state securities laws, breach of fiduciary duty arising under Federal or state laws or a similar violation of any Federal or state law by the Advisor or any of the Advisors supervised persons to the Compliance Officer. Should the Employee’s concern be with the Compliance Officer, he or she should share their knowledge or suspicion with the President. All reports will be treated confidentially and investigated promptly and appropriately.

· Consultation with Counsel

Upon receipt of any such reports, the President and CCO shall consult with legal counsel to determine whether an investigation and/or self-reporting to any regulatory body is recommended and/or necessary.

· Investigation

If, after consultation with counsel, it is determined that an internal investigation is necessary, the President and CCO shall:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Establish a reasonable timeframe for, and initiate an investigation, which may be conducted by Adviser’s Chief 1. Compliance Officer or legal counsel;

Apprise the executive team of the results of the investigation and recommend appropriate remedial measures to be taken upon a finding of (i) a violation of any Federal or state securities laws; (ii) a breach of fiduciary duty arising under any 2. Federal or state laws; or (iii) a similar violation of any Federal or state law by Adviser or any of Adviser’s supervised persons.

· Self-Reporting to Regulatory Authorities

If, upon the conclusion of an internal investigation that results in a finding of (i) a material violation of any Federal or state securities laws; (ii) a breach of fiduciary duty arising under any Federal or state laws; or (iii) a similar violation of any Federal or state law by Adviser or any of Adviser’s supervised persons, the President and the CCO shall together consult with counsel in an effort to determine whether self-reporting of such violation is necessary and/or recommended.

· Documentation

The Compliance Officer will keep records of any violation of the Code, and of any action taken as a result of the violation.

2. Whistleblower Policy

Whistleblower Rules apply to a number of individuals who alone, or jointly with others, provide the Securities and Exchange Commission (Commission) with original information about a possible violation of the Federal securities laws (including rules and/or regulations thereunder) that has occurred, is ongoing, or is about to occur. While the Whistleblower Rules provide incentives for a whistleblower as defined in Rule 21F-2 (Whistleblower) to utilize his or her companies’ internal compliance and reporting systems when appropriate, the Whistleblower Rules do not include a requirement that a Whistleblower report violations internally prior to reporting such violations to the Commission.

A Whistleblower will be protected by the anti-retaliation provisions afforded by Section 21F(h)(1) of the Exchange Act under the circumstances described in Rule 21F-2(b) whether or not such Whistleblower satisfies the requirements, procedures and conditions to qualify for an award under the Whistleblower Program. Accordingly, as a matter of policy, neither Adviser nor any of its officers, directors or supervised persons shall engage in any retaliatory activities in response to any report by Advisers’ supervised persons with respect to possible violations of the Federal securities laws (including rules and/or regulations thereunder) and/or any other Federal and/ or state laws to which Adviser is subject, whether such reports are made internally or externally to regulatory authorities.

For purposes of this policy, “retaliatory activities” shall mean any activities taken by Adviser, its officers, its directors and/or any of its supervised persons in response to the activities of a Whistleblower described in Section 21F(h)(1) of the Exchange Act involving the discharge, demotion, suspension, threatening, harassment of such Whistleblower, directly or indirectly, or the discrimination against such Whistleblower in the terms and conditions of his or her employment because of any lawful act done by the Whistleblower.

The Compliance Officer may, under very limited circumstances, grant an exception from the requirements of the Code on a case-by-case basis, provided that:

The Employee seeking the exception provides the Compliance Officer with a written statement (i) detailing the efforts made to · comply with the requirement from which the Employee seeks an exception and (ii) containing a representation that compliance with the requirement would impose significant undue hardship on the Employee;

The Compliance Officer believes that the exception would not harm or defraud a Client, violate the general principles stated in · the Code or compromise the Employee’s or the Firm’s fiduciary duty to any Client; and

· The Employee provides any supporting documentation that the Compliance Officer may request from the Employee.

Exceptions will only be granted in rare circumstances. Some provisions of the Code are mandated by SEC rule and cannot be waived.

Q. Administration of the Code

The Compliance Officer will receive and review all reports submitted pursuant to the Code. The Compliance Officer will review the reports to determine that Employee and access person trades are consistent with requirements and restrictions set forth in the Code and do not otherwise indicate any improper trading activities. The Compliance Officer also will ensure that all books and records relating to the Code are properly maintained. The books and records required to be maintained include the following:

· A record of any violation of the Code, and of any action taken as a result of the violation; A record of all written acknowledgements of receipt, review and understanding of the Code from each person who is currently, · or within the past five years was, an Employee; A record of each report made by an Access Person, including any brokerage confirmations and brokerage account statements · obtained from Access Persons; · A record of the names of persons who are currently, or within the past five years were, access persons; A record of any decision, and the reasons supporting the decision, to approve the acquisition of Covered Securities by · Employees; and A record of any exception from the Code granted by the Compliance Officer, all related documentation supplied by the · Employee seeking the exception, and the reasons supporting the decision to grant the exception.

These books and records must be maintained by the Firm in an easily accessible place for at least five years from the end of the fiscal year during which the record was created, the first two years in an appropriate office of the Firm.

Any violation of any provision of the Code may result in disciplinary action. The Compliance Officer will determine an appropriate sanction. Disciplinary action may include, among other sanctions, a letter of reprimand, disgorgement, suspension, demotion or termination of employment.

S. Definitions

The special meanings of the highlighted terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC. If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, please consult with the Compliance Officer.

Beneficial Ownership: means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), a) even if you don't share in the profits. Beneficial Ownership is a broad concept. Some examples (but not a complete list) of Beneficial Ownership include:

Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street a. name" accounts. Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under b. the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account). Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a "blind trust" or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager c. is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person's Beneficial Ownership. This is because, unless the account is a "blind trust" or similar arrangement, the owner of the account can still communicate with the manager about the account and potentially influence the manager's investment decisions.) d. Securities in a person's individual retirement account. Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give e. someone else investment discretion over the account. f. Securities owned by a trust of which the person is either a trustee or a beneficiary. Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is g. under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Covered Security: means anything that is considered a "security" under the Investment Company Act of 1940, except: 1) direct obligations of the U.S. Government; 2) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and 3) shares of open-end investment b) companies that are registered under the Investment Company Act (mutual funds), excluding those managed or advised by the Firm. Covered Security does include most kind of investment instruments including: 1) options on securities, on indexes and on currencies; 2) investments in all kinds of limited partnerships; 3) investments in foreign unit trusts and foreign mutual funds; and 4) investments in private investment funds, hedge funds and investment clubs.

Family/Household: Members of your Family/Household include: 1)your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support); 2) your children under the age of 18; 3) your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in c) any way to their support); and 4) any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Investment Person: means any Employee of the Firm (or of any company that directly or indirectly has a 25% or greater interest in the Firm) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of any securities (even if they're not Covered Securities) for any Client d) account, or whose functions relate to the making of any recommendations with respect to purchases and sales; and any natural person who directly or indirectly has a 25% or greater interest in the Firm and obtains information concerning recommendations made to any client of the Firm regarding the purchase or sale of any securities (even if they're not Covered Securities) by the client.

T. Acknowledgment of Receipt and Compliance

The Firm will provide each Employee with a copy of the Code and any amendments hereto. Any questions regarding any provision of the Code or its application should be directed to the Compliance Officer. Each Employee must provide the Firm with a written acknowledgement (in the form provided by the Firm) evidencing the fact that such Employee has received and reviewed, and understands, the Code and any amendments thereto.

Adopted this day of ______, 20___.

Mission Value Partners Annual Holdings Report

Name of Employee: ______

Date of Submission: ______

¨ Initial Holdings Report (submitted within 10 days after becoming an Employee) Type of Report (check one): ¨ Annual Holdings Report (submitted annually)

Note: In lieu of completing Sections I and II below, Employees may submit brokerage statements that provide the information requested below.

I. Securities Accounts

Account Title Broker/Institution Name and Address Account Number

II. Covered Securities

Type of Ticker or Number of Name of Security Security Identifier Shares Principal Amount 1. 2. 3. 4. 5. 6.

I hereby certify that the information contained in this report is accurate and that listed above are all personal accounts and Covered Securities with respect to which I or my Family/Household have beneficial ownership and direct or indirect investment influence or control.

Signature:

Name:

Date:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT B Mission Value Partners, LLC 2015 Quarterly Transaction & Code of Ethics Report 3rd Quarter

Employee Name: ______

Title: ______

1. Did you or any member of your Family/Household open any new brokerage accounts during the most recent quarter-end?

YES ¨ NO ¨

· If YES, have you ensured that duplicate confirmations and statements are received by MVP?

YES ¨ NO ¨

In order to disclose all transactions in Covered Securities in which you or a member of your Family/Household had Beneficial 2. Ownership for the most recent quarter-end:

· I have ensured that duplicate confirmations and ALL 3 MONTHLY statements are received by MVP?

YES ¨ NO ¨

Outside Business Positions: During the most recent quarter-end, did you serve as a director, officer, employee, partner or 3. trustee or hold any other position of substantial interest in any outside business enterprise?

YES ¨ NO ¨

· If “Yes,” please explain:

Outside Non-Business Positions: During the most recent quarter-end, did you serve as a director, officer, employee, partner or 4. trustee or hold any other position of substantial interest in any outside non-business enterprise, such as a position with a governmental, charitable, educational, religious or other civic organization?

YES ¨ NO ¨

· If “Yes,” please explain:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Other Conflicts of Interest: Please disclose any other facts and circumstances relating to the most recent quarter-end that may 5. be deemed a conflict of interest with MVP.

NONE ¨

· Or, please explain:

Gifts: Please disclose the circumstances behind any gifts (in excess of $100, excluding any normal business meals or 6. entertainment) that were given or received during the most recent quarter-end:

Have you or any member of your Family/Household RECEIVED any gifts or other accommodations from any vendor, · broker, securities salesperson, client, prospective client, or any other entity that does business with MVP?

YES ¨ NO ¨

· Have you GIVEN gifts to any entities doing business with MVP?

YES ¨ NO ¨

· Have you RECEIVED any gifts from government officials?

YES ¨ NO ¨

· If “Yes” to any of the above, please explain:

Political Contributions: Have you or any member of your Family/Household made any political contributions or provided 7. any other products or services to any state or local governmental officials, including incumbents and candidates?

YES ¨ NO ¨

· If “Yes,” please explain:

Communications: Have you communicated for business purposes through social media, text or an email account other than 8. the firm issued “missionvaluepartners.com” email account assigned to you?

YES ¨ NO ¨

· If “Yes,” please explain:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Social Media: Firm policy prohibits use of social media for business purposes. Have you listed Mission Value partners as your 9. employer on any social media account?

YES ¨ NO ¨

· If “Yes,” please explain:

Note that if you list MVP as your employer (only our company name and your title are allowed) on any personal account (Facebook, LinkedIn, etc.), you may not “like” any posts or post any commentary or information about the company or topics related to your position at the company. You may not describe your position and what you do on these sites. Please confirm that you have not violated this policy

Confirm ¨

Receipt of Inside Information: The prevention of insider trading violations requires constant attention. By signing below, you certify that you have not become aware of any situation that may possibly result in an insider trading violation, or if you have, you certify that you reported the situation to the Chief Compliance Officer immediately. Such a situation could 10. involve an indiscreet member of management or the staff, or it could relate to the manner in which written communications of material nonpublic information are disseminated or otherwise handled by employees. You acknowledge that you have read and understood the Firm's policy against insider trading, and that a failure to follow our procedures may result in serious sanctions, including dismissal, substantial personal liability and criminal penalties.

Confirm ¨

Other Compliance Issues: Please disclose any other facts and circumstances relating to the most recent quarter-end that may 11. be deemed a compliance violation.

NONE ¨

· Or, please explain:

Submitted By:

PRINT NAME & TITLE SIGNATURE

Acknowledged By:

PRINT NAME & TITLE SIGNATURE

By signing above, the Chief Compliance Officer certifies that he/she has reviewed the above information provided by the employee and the corresponding personal brokerage statements/confirmations for the specified time period.

Appendices: SEC Compliance Appendix 2.07 Policy on Personal Securities Transactions (Code of Ethics)

POLICY ON PERSONAL SECURITIES TRANSACTIONS (CODE OF ETHICS)

Please also refer to Part 1 Chapter 14 (Personal Dealings & Inducements) and Appendix 1.06 (Personal Account Dealing Notice).

I. INTRODUCTION

High ethical standards are essential for the success of the Firm and to maintain the confidence of clients and investors in the funds managed by the Firm. The Firm’s long-term business interests are best served by adherence to the principle that the interests of clients come first. We have a fiduciary duty to clients to act solely for the benefit of our clients. Potential conflicts of interest may arise in connection with the personal trading activities of our personnel. Accordingly, the Firm has adopted this policy containing provisions designed to:

(1) prevent improper personal trading;

(2) identify conflicts of interest; and

(3) provide a means to address any actual or potential conflict of interest.

Adherence to this policy and the related restrictions on personal investing is considered a basic condition of employment by or service with the Firm. If you have any doubt as to the propriety of any activity, you should consult with the Chief Compliance Officer, who is charged with the administration of this Policy.

II. DEFINITIONS

Access Person means someone who has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding portfolio holdings of any reportable fund or who is involved in making securities 1. recommendations to clients (or who has access to such recommendations that are non-public). Access Person includes any partner, officer, director, or employee of the Firm, or other person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm.

Note: The Firm regards all partners and employees except the tea lady/cleaner as an “Access Person”. Persons subject to the control of the Firm include the Firm’s solicitors and other legal representatives, auditors and tax advisers.

Beneficial ownership includes ownership by any person who, directly or indirectly, through any contract, arrangement, 2. understanding, relationship or otherwise, has or shares a direct or indirect financial interest other than the receipt of an advisory fee.

Note: Beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. See e.g. Rule 204-2(a)(12)(iii)(B).

Covered Person means any director/manager, partner, officer, or employee of the Firm. A Covered Person also includes any solicitor/consultant, representative or agent retained by the Firm who (i) makes or participates in the making of investments and/ 3. or potential investments for the clients; (ii) obtains information on investments and/or potential investments for clients; or (iii) has knowledge of the investments or potential investments of the clients.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Appendices: SEC Compliance Appendix 2.07 Policy on Personal Securities Transactions (Code of Ethics)

4. Personal Account means any account in which a Covered Person has any beneficial ownership.

Reportable Security means a security as defined in section 202(a)(18) of the Advisers Act (15 U.S.C. 80b-2(a)(18)), except that 5. it does not include*:

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, (i) including repurchase agreements;

(ii) Shares issued by money market funds;

* SEC Rules also provide exceptions from reporting U.S. Government Debt and shares/units in U.S. regulated open-end funds. However, to ensure Compliance with FCA Rules, the Firm requires that transactions in such securities are treated as reportable.

Restricted Security means any security that (1) a client owns or is in the process of buying or selling; (2) the Firm is researching, 6. analyzing or considering buying or selling for a client.

Short Sale means the sale of securities that the seller does not own. A Short Sale is “against the box” to the extent that the seller 7. contemporaneously owns or has the right to obtain securities identical to those sold short, at no added cost.

III. APPLICABILITY OF THIS POLICY (CODE OF ETHICS)

This Policy (Code of Ethics) applies to all Personal Accounts of all Covered Persons.

A Personal Account also includes an account maintained by or for:

· A Covered Person’s spouse and minor children;

Any individuals who live in the Covered Person’s household and over whose purchases, sales, or other trading activities · the Covered Person exercises control or investment discretion;

Any persons to whom the Covered Person provides primary financial support, and either (i) whose financial affairs the · Covered Person controls, or (ii) for whom the Covered Person provides discretionary advisory services;

· Any trust or other arrangement which names the Covered Person as a beneficiary or remainderman; and

Any partnership, corporation or other entity in which the Covered Person has a 25% or greater beneficial interest, or in · which the Covered Person exercises effective control.

IV. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

1. General.

It is the responsibility of each Covered Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Policy or otherwise prohibited by any applicable laws. Personal securities transactions for Covered Persons may be effected only in accordance with the provisions of this Section.

2. Pre-clearance of Transactions in Personal Account.

A Covered Person must obtain the prior written approval of the Chief Compliance Officer before engaging in any transaction in his or her Personal Account. The Chief Compliance Officer may approve the transaction if the Chief Compliance Officer concludes that the transaction would comply with the provisions of this Policy and is not likely to have any adverse economic impact on clients. A request for pre-clearance must be made by completing the Personal Account Dealing Authorization Form and submitting it to the Chief Compliance Officer in advance of the contemplated transaction.

Generally, any Restricted Security (Section II (6) above) will not be approved for personal trading. In addition, it is the Firm’s policy that requests to transact in quoted single name stocks and shares (other than Funds) will not be approved unless they constitute requests to liquidate pre-existing holdings. Where approval by the Chief Compliance Officer is given to purchase securities (or derivatives thereof), a minimum holding period of 30 days will be applied before consent to close the position will be considered Any approval given under this paragraph will remain in effect for 24 hours.

Where approval by the Chief Compliance Officer is given to purchase quoted stocks or shares (or derivatives thereof), a minimum holding period of 30 days will be applied before consent to close the position will be considered.

3. Short Sales.

A Covered Person shall not engage in any short sale of a Restricted Security (Section II (6) above).

4. Compliance with applicable securities laws.

Supervised persons are required to ensure that they comply with applicable federal securities laws. Any breaches are to be reported to the Chief Compliance Officer immediately.

5. Service on Boards of Directors.

A Covered Person shall not serve as a director (or similar position) on the board of any company unless the Covered Person has received written approval from the Chief Compliance Officer and the Firm has adopted policies to address such service.

6. Gifts.

Offering or accepting a gift* to/from anyone who has or may have business dealings with the Firm may create potential for conflicts of interest and may result in breaching the UK Bribery Act 2010. For this reason, it is expected that all members of staff will exercise good judgement in considering the value, frequency and intent of gifts and entertainment. If members of staff have any doubts on this regard, they should consult with the Chief Compliance Officer before accepting.

*including an invitation to an entertainment, charity or corporate hospitality event

Pre-authorisation by Compliance

Before members of staff accept any gifts, they should obtain pre-authorisation from the firm’s Chief Compliance Officer on all gifts and invitations with a value greater than £100.

Entry to Gifts Register

In any event, members of staff must promptly inform the Chief Compliance Officer of all gifts or invitations irrespective of their value. Members of staff should consult their manager if they have any doubts on the (a) value, (b) frequency; and/or (c) intent of a gift or invitation. The Chief Compliance Officer will maintain a Gifts Register and it will be kept for at least 6 years after cessation of service with the firm.

It is the Firm’s policy not to offer any gifts, entertainment and benefits in kind to individuals or firms with whom it deals. However, this does not prohibit business luncheons and functions provided they are not excessive in terms of value or frequency.

Reporting of Concerns or Suspicions

If members of staff have any concerns or suspicions of actual, attempted or suspected bribery, they must report such concerns or suspicions to the Chief Compliance Officer (alternatively, to any one of the members of the Firm’s management committee) – without discussion with anyone else. All reports will be fully investigated and reported to the Board.

V. EXCEPTIONS FROM PRE-CLEARANCE PROVISIONS

In recognition of the de minimis or involuntary nature of certain transactions, this Section sets forth exceptions from the pre-clearance requirements.

The restrictions and reporting obligations of this Policy (Code of Ethics) will continue to apply to any transaction exempted from preclearance pursuant to this Section. Accordingly, the following transactions will be exempt only from the pre-clearance requirements of Section IV (2):

Purchases or sales of securities with respect to which a Covered Person has (or by reason of such transaction would have) no 1. beneficial ownership;

Purchases or sales that are non-volitional on the part of the Covered Person such as purchases that are made pursuant to a merger, 2. tender offer or exercise of rights;

Transactions in, and holdings of, securities issued by the United States Government, shares of EU UCITS regulated collective 3. investment schemes, U.S. Registered Investment Companies, bank certificates of deposit and money market instruments; and

Transactions effected in, and the holdings of, any account over which the Covered Person has no direct or indirect influence or control (i.e., blind trust, discretionary account or trust managed by a third party). Note: If a Covered Person wishes to take 4. advantage of this provision, the Chief Compliance Officer should obtain a written representation from the Covered Person to the effect that the Covered Person will not have any direct or indirect influence or control over the account.

VI. REPORTING

1. Copy of Broker’s Confirmations of Personal Dealings in Quoted Securities.

For all dealings in securities (quoted, unquoted or non-tradable securities including VCT, hedge funds and private equity investments), all Covered Persons/Access Persons are required to supply the Chief Compliance Officer with a copy of contract notes or documentation as soon as is practicable or a monthly or quarterly broker’s account statements. The Chief Compliance Officer will check the confirmations or statements against pre-clearance authorization forms.

2. Disclosure of Securities Holdings and Business Activities.

All Access Persons shall, within 10 days of commencement of employment with or service to the Firm, submit an initial statement to the Chief Compliance Officer listing all of the (i) securities in which he has any beneficial ownership, (including

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document title exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which he has any beneficial ownership, and the name of the broker, dealer or bank in which the securities are held; (ii) business activities in which he has a significant role, including any service on the board of directors of a company and (iii) (if applicable) the names of any brokerage firms or banks where he maintains an account in which securities are held.

The initial statement must be submitted no later than 10 days after the date that the person becomes an Access Person, must be dated the day he submits it, and must contain information that is current as of a date no more than 45 days prior to the date the person becomes an Access Person of the Firm. Access Persons shall annually submit to the Chief Compliance Officer an updated statement, which must be current as of a date no more than 45 days prior to the date the report was submitted.

Rule 204A-1 requires the initial and annual reporting of Reportable Securities. This requirement applies to Access Persons, not all Covered Persons. Also, item (ii) above is not specifically required by the Rule, but is designed to address disclosure lapses that have been the subject of SEC enforcement actions.

3. Exceptions to Reporting Requirements

An Access Person need not submit any report with respect to securities held in accounts over which the Access Person has no direct or indirect influence or control or transaction reports with respect to transactions effected pursuant to an automatic investment plan into a life policy/non-discretionary pension scheme.

4. Covered Persons/Access Persons must report immediately any suspected violations to the Chief Compliance Officer.

VII. RECORDKEEPING

The Chief Compliance Officer shall keep in an easily accessible place for at least 5 years copies of this Policy (Code of Ethics), all Broker’s Confirmations and periodic statements and reports of Covered Persons/Access Persons, copies of all pre-clearance forms, records of violations and actions taken as a result of violations, acknowledgements and other memoranda relating to the administration of this Policy. Note: Rule 204-2(a)(12)(iii) requires the Firm to keep records of the written acknowledgements from the Firm’s Supervised Persons.

VIII. OVERSIGHT OF CODE OF ETHICS

1. Acknowledgment

The Chief Compliance Officer shall annually distribute a copy of this Policy to all Covered Persons. The Chief Compliance Officer will also distribute promptly all amendments to this Policy. All Covered Persons are required annually to sign and acknowledge their receipt of this Policy by signing the Letter of Undertaking.

2. Review of Personal Securities Transactions

The Management Committee of the Firm will review all personal securities transactions, based on pre-clearance requests, at least quarterly in comparison with transactions for the clients and the database of Restricted Securities. Any Covered Person transactions that are believed to be a violation of this Policy will be dealt with as follows:

3. Sanctions on material violation

The Management Committee, with advice of legal counsel, at their discretion, having considered the reported violation of this Policy, may impose such sanctions or remedial action as they deem appropriate or to the extent required by law. These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment and/or criminal or civil penalties.

4. ADV Disclosure

The Chief Compliance Officer shall ensure that (1) the Firm’s Form ADV Part 2A describes the Code of Ethics and (2) offers to provide a copy of this Policy to any client or prospective client upon request.

IX. CONFIDENTIALITY

All reports of personal securities transactions and any other information filed pursuant to this Policy shall be treated as confidential to the extent permitted by law.

GLENHILL CAPITAL ADVISORS, LLC Confidential For Internal Use Only

APPENDIX B

CODE OF ETHICS

A. INTRODUCTION

This Code of Ethics (“Code”) is intended to address requirements under (i) Section 204A of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 204A-1 thereunder, and (ii) Section 17(j) of the Investment Company Act of 1940 (the “Investment Company Act”) and Rule 17j-1 thereunder.

High ethical standards are essential for the success of Glenhill and to maintain the confidence of its Advisory Clients. Glenhill is of the view that the long-term business interests are best served by adherence to the principle that the Advisory Clients’ interests come first. Glenhill has a fiduciary duty to the Advisory Clients it manages, which requires individuals associated with Glenhill to act solely for the benefit of the Advisory Clients. Potential conflicts of interest may arise in connection with the personal trading activities of individuals associated with investment adviser firms. In recognition of Glenhill’s fiduciary obligations to the Advisory Clients and Glenhill’s desire to maintain its high ethical standards, Glenhill has adopted this Code containing provisions designed to seek to: (i) prevent improper personal trading by Access Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Glenhill or securities holdings of the Advisory Clients; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of the Advisory Clients. In addition, it should be noted that the Code requires all Employees of Glenhill to comply with applicable Federal Securities Laws. If there are any questions as to what Federal Securities Laws are applicable to Glenhill, please see the Chief Compliance Officer. Failure to adhere to Federal Securities Laws, state securities laws and other applicable regulations could expose an Employee to sanctions imposed by Glenhill, the SEC or law enforcement officials. These sanctions may include, among others, disgorgement of profits, suspension/termination of employment or criminal and civil penalties.

Under Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act, an “Access Person” is generally any partner, officer or director of Glenhill and any Employee or other supervised person of Glenhill who: (i) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding the holdings of any Advisory Client; or (ii) is involved in making securities recommendations to Advisory Clients, executing securities recommendations or has access to such recommendations that are non-public. Glenhill’s policy is that every Employee of Glenhill is deemed to be an “Access Person.”

Glenhill’s goal is to allow its Employees to engage in certain personal securities transactions while protecting the Advisory Clients, Glenhill and its Employees. It should be noted that Employees are required to obtain pre-clearance prior to engaging in any and all transactions relating to Reportable Securities. By implementing this restriction while allowing personal trading, Glenhill believes that its Advisory Clients, Glenhill and its Employees are preventing the appearance of actual or potential conflicts of interests. While it is impossible to define all situations that might pose such a risk, this Code is designed to address those circumstances where such risks are likely to arise.

B-1

Adherence to the Code and the related restrictions on personal investing is considered a basic condition of employment for all Employees of Glenhill. If there is any doubt as to the propriety of any activity, Employees should consult with the Chief Compliance Officer, who may consult with and rely upon the advice of Glenhill’s outside legal counsel, or his designee, who is charged with the administration of this Code, has general compliance responsibility for Glenhill, and may offer guidance on securities laws and acceptable practices, as the same may change from time to time. The Chief Compliance Officer may rely upon the advice of outside legal counsel.

As part of the procedures adopted to maintain compliance with Rule 204A-1(a)(5) of the Advisers Act and Rule 17j-1 under the Investment Company Act, all Employees will be required to acknowledge, in writing, following their initial hire date and on at least an annual basis thereafter, that they have read and understand this Code by providing the Chief Compliance Officer with an executed form of the acknowledgment contained in ComplianceELF. Such acknowledgement form is also contained in Appendix A to this Manual.

Glenhill’s Employees may not, in connection with the purchase or sale, directly or indirectly, of a Reportable Security held or to be acquired by Glenhill:

(1) Employ any device, scheme or artifice to defraud Glenhill or an Advisory Client;

Make any untrue statement of a material fact to Glenhill or an Advisory Client, or omit to state to Glenhill or an (2) Advisory Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon Glenhill or (3) an Advisory Client; or

(4) Engage in any manipulative practice with respect to Glenhill or an Advisory Client .

RESTRICTIONS ON INSIDER TRADING

Policy Statement on Insider Trading. Glenhill forbids any Employee from trading, either personally or on behalf of others, including the Advisory Clients, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Glenhill’s policy applies to every Employee and extends to activities within and outside their duties at Glenhill’s principal office. Every Employee must read and retain this policy statement.

The term “insider trading” is not defined in federal securities statutes, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”), or to communicate material non- public information to others in breach of a duty. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

trading by an insider, while in possession of material non-public information;

trading by a temporary insider, while in possession of material non-public information; or

B-2

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GLENHILL CAPITAL ADVISORS, LLC Confidential For Internal Use Only trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in breach of a duty to keep it confidential, or the information was misappropriated.

Elements of Insider Trading. The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, any Employee has any questions they should consult the Chief Compliance Officer.

Who is an Insider?

The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, Glenhill may become a temporary insider of a company it advises or for which it performs other services. Before a person will be considered a temporary insider, a company must expect the person to keep the disclosed non-public information confidential and the relationship must at least imply such a duty.

What is Material Information?

Trading on insider information is not a basis for liability unless the information is material. “Material information” generally is defined as (i) information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, (ii) information that, if publicly disclosed, is reasonably certain to have a substantial effect on the price of a company’s securities, or (iii) information that could cause insiders to change their trading patterns.

Information that Employees should consider material includes, but is not limited to:

· earnings estimates (or results); · changes in previously released earnings estimates; · significant merger or acquisition proposals or agreements; · the likelihood of a tender offer; · major litigation; · liquidity problems; events regarding the issuer’s securities – e.g., defaults on senior securities, calls of securities for redemption, · repurchase plans, stock splits or changes in dividends or dividend policies, changes to the rights of security holders, public or private sales of additional securities; · significant new products, services or contracts; and · extraordinary management developments.

What is Non-Public Information?

Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, the Wall Street Journal or other publications of general circulation would be considered public. In addition, if information is being disseminated to traders generally by brokers or institutional analysts, such information would be considered public unless there is a reasonable basis to believe that such information came from a corporate insider or is otherwise confidential.

B-3

Basis for Liability

(a) Classical Theory

The Supreme Court has found that there is no general duty to refrain from trading on material non-public information, but that such a duty arises from an insider’s fiduciary obligation to the company’s shareholders. Chiarella v. U.S., 445 U.S. 22 (1980). That is, the shareholders have a right to expect that the insider will disclose any material non-public information or refrain from trading. Further, even non-insiders can acquire the fiduciary duties of insiders to disclose or abstain from trading on material non-public information if the non-insiders enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants, consultants).

(b) Tipper/Tippee Theory

In Dirks v. SEC, 463 U.S. 646 (1983), the Supreme Court extended insider trader liability to those who “tip” inside information in breach of their fiduciary duty, and in so doing receive a “direct or indirect personal benefit from the disclosure, such as a pecuniary gain or reputational benefit that will translate into future earnings.” Dirks also stated that non-insiders can acquire a duty to a company’s shareholders as “tippees” if they know, or should know, that they have been given confidential information disclosed by an insider who has violated his or her fiduciary duty to the company’s shareholders.

A violation of law occurs only if the insider personally benefits, directly or indirectly, from the disclosure. While what constitutes a “personal benefit” was thought to include a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo, recent case law has added some ambiguity to the “personal benefit” definition. In United States v. Newman, 773 F.3d 438 (2nd Cir. 2014), the Court of Appeals for the Second Circuit held that a tippee only has knowledge of a tipper’s breach of fiduciary duty if the tippee knows that the tipper disclosed confidential information in exchange for a personal benefit. Further, under Newman, “personal benefit” cannot be inferred from the mere presence of a friendship between a tipper and the tippee, but has to be established through “proof of a meaningfully close relationship that generates an exchange that is objective, consequential, and that represents at least a potential gain of a pecuniary or similarly valuable nature.” It is notable that in January 2016, the Supreme Court agreed to hear an insider trading appeal (United States v. Salman) where the core issue in that case is whether disclosure among close family members is sufficient to satisfy the “personal benefit” standard. The Court’s decision may affect the scope of tippee liability.

Another basis for insider trading liability is the “misappropriation” theory, where liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person. Thus, the issue under the “misappropriation” theory is whether the trader breached a duty of confidentiality to the source of the information. Further, “tippee” liability may also apply under the “misappropriation” theory. It should be noted that the misappropriation theory could be used to reach a variety of individuals not previously thought to be encompassed under the classical theory.

B-4

Penalties for Insider Trading. Any violation of this policy statement can be expected to result in serious sanctions by Glenhill, including dismissal of the persons involved. Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

· civil injunctions; · disgorgement of profits; · up to 20 years imprisonment; fines for the person who committed the violation of up to $5 million (for a criminal violation) or up to three · times the profit gain or loss avoided, whether or not the person actually benefited (for a civil violation); and fines for the employer or other controlling person of up to $25 million (for a criminal violation) or the greater · of $1,000,000 (as adjusted for inflation) or three times the amount of the profit gained or loss avoided (for a civil violation).

Procedures to Implement Glenhill’s Policy Against Insider Trading. The following procedures have been established to aid Employees in avoiding insider trading, and to aid Glenhill in preventing, detecting and imposing sanctions against insider trading. Every Employee must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

Identifying Insider Information

Before engaging in personal trading and trading for Advisory Clients in the securities of a company about which you may have potential inside information, the following questions should be asked:

Is the information material? Is this information that an investor would consider important in making his or her ¨ investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? Is this information which could cause investors to change their trading habits?

Is the information non-public? To whom has this information been provided? Has the information been ¨ effectively communicated to the marketplace by being published in Reuters, the Wall Street Journal or other publications of general circulation?

If, after consideration of (i) and (ii) above, there is a possibility that the information could be material and ¨ non-public, or if there are questions as to whether the information is material and non-public, the following steps should be taken:

B-5

· The matter should be reported immediately to the Chief Compliance Officer.

· The securities should not be purchased personally or on behalf of an Advisory Client.

The information should not be communicated inside or outside Glenhill, other than to the Chief · Compliance Officer.

After the Chief Compliance Officer has reviewed the issue or consulted with counsel (as appropriate), the · prohibitions against trading and communication will be continued, or trading and communication of the information will be permitted.

Monitoring of Personal Securities Trading. As noted above in Glenhill’s Code of Ethics, all Access Persons (b) are subject to strict reporting and pre-clearance requirements with respect to personal securities transactions.

Restricting Access to Material Non-Public Information. If an Employee is in possession of information that he or she, or the Chief Compliance Officer, has identified as material and non-public such information may not be communicated to anyone, including persons within Glenhill, except as provided in the Insider (c) Trading Policies and Procedures. Glenhill is establishing this policy to help avoid conflicts, appearances of impropriety, and the misuse of confidential, proprietary information. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

Resolving Issues Concerning Insider Trading. If after consideration of the items set forth in the Insider Trading Policies and Procedures, doubt remains as to whether information is material or non-public, or if (d) there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

SCOPE OF PERSONAL INVESTING AND REPORTING REQUIREMENTS

Personal Accounts of Access Persons. This Code applies to all Personal Accounts of all Access Persons where Reportable Securities (as defined herein) are held and includes any account in which an Access Person has any direct or indirect beneficial ownership. A Personal Account also includes an account maintained by or for:

Access Person’s spouse (other than a legally separated or divorced spouse of the Access Person) and minor children;

Any immediate family members sharing the Access Person’s household;

Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services;

B-6

Any trust or other arrangement which names the Access Person as a beneficiary; and

Any partnership, corporation, or other entity of which the Access Person is a director, officer or general partner or in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person owns a controlling interest or exercises effective control.

Upon receipt of this Manual, each Access Person will be required to provide a comprehensive list of all Personal Accounts to Glenhill’s Chief Compliance Officer.

Access Person as Trustee. A Personal Account does not include any account for which an Access Person serves as trustee of a trust for the benefit of (i) a person to whom the Access Person does not provide primary financial support, or (ii) an independent third party.

Personal Accounts of Other Access Persons. A Personal Account of an Access Person that is managed by another Access Person is considered to be a Personal Account only of the Access Person who has a Beneficial Ownership in the Personal Account. The account is considered to be a client account with respect to the Access Person managing the Personal Account.

Solicitors/Consultants. Non-Employee solicitors or consultants are not subject to this Code unless the Solicitor/consultant, as part of his or her duties on behalf of Glenhill, (i) makes or participates in the making of investment recommendations for the Advisory Clients, or (ii) obtains information on recommended investments for the Advisory Clients.

Client Accounts. A client account includes any account managed by Glenhill which is not a Personal Account.

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

General. It is the responsibility of each Access Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code or otherwise prohibited by any applicable laws. Personal securities transactions for Access Persons may be effected only in accordance with the provisions of this Code.

Screening Lists: Each Access Person is generally prohibited from trading in the securities of issuers that are included on the Screening Lists without approval from the Chief Compliance Officer. Issuers on the Screening Lists include: (i) the issuers of securities that the Advisory Clients have held or were the subject of Glenhill research activity in the past 5 trading days and the issuers of securities that the Advisory Clients currently hold, (ii) the issuers of securities which Glenhill has considered for investment by an Advisory Client in the past 5 trading days as well as (iii) the issuers of securities that Glenhill has come into contact with material non-public information. It should be noted that the Chief Compliance Officer and the Portfolio Manager have the discretion to add any other issuers to the Screening Lists as they deem appropriate. Access Persons may not engage in “front run” trading ahead of Advisory Clients. As such, all Access Persons are prohibited from buying or selling in their Personal Accounts the securities of issuers on the Screening Lists until Glenhill has made all relevant purchases or sales in each Advisory Client account (as applicable). Furthermore, generally no Access Person shall purchase or sell a security in which an Advisory Client has made the same transaction within the prior 5 trading days and in no event will any Access Person be permitted to hold an opposing position to that of any Advisory Client. The Screening Lists will generally be available online through ComplianceELF. In the event that an Access Person owns a security prior to the issuer of such security being added to the Screening Lists (for reasons other than the receipt of material non-public information), the Access Person is not allowed to add to the position, however he or she may close out or cover such securities as long as the Advisory Clients have not traded in such securities or plan to trade in such securities within 5 trading days and all other personal trading requirements have been met. To the extent that an Access Person owns a security of an issuer prior to that issuer being added to the Screening Lists because Glenhill has come into contact with material non-public information regarding such security, the Access Person may not conduct transactions in such security until the issuer is no longer on the Screening Lists.

Pre-clearance of Transactions in Personal Account: All Access Persons must obtain the prior written approval of the Chief Compliance Officer before engaging in transactions relating to Reportable Securities, including IPOs, private placements, and transactions in the securities of issuers on Glenhill’s Screening Lists, in his or her Personal Account.

A request for pre-clearance must be made by submitting a completed Pre-Clearance Form to the Chief Compliance Officer in advance of the contemplated transaction utilizing ComplianceELF. A Sample Pre-Clearance Form is attached as Form 1. The Chief Compliance Officer will consult with the Portfolio Manager and/or other Access Persons in deciding whether to approve the pre-clearance request. When submitting pre-clearance requests, all Access Persons are required to disclose any information that may be relevant to a pre-clearance analysis. All approved trades must be executed no later than 5:00 PM EST on the business day immediately following the date preclearance is granted with respect to transactions in publicly-offered securities and 14 days with respect to transactions in privately-offered securities (i.e., hedge fund investments), subject to waiver by the Chief Compliance Officer in his sole discretion.

REPORTING REQUIREMENTS

All Access Persons are required to submit to the Chief Compliance Officer (subject to the applicable provisions of Section F below) the following reports:

List of Personal Accounts - Access Persons are required to provide the Chief Compliance Officer with a list of Personal Accounts when submitting their Initial Holdings Report. For each Personal Account, the Access Person must disclose the following information:

Brokerage account name (and each bank account used which is substantially the same as a brokerage account);

Account number; and

Name of each firm through which securities transactions are directed with respect to all accounts in which the Access Person may have Beneficial Ownership.

This information should be submitted to the Chief Compliance Officer utilizing ComplianceELF. A sample form is attached as Form 2 to this Appendix.

B-8

Initial Holdings Reports - Access Persons are required to provide the Chief Compliance Officer with an Initial Holdings Report within 10 days of the date that such person became an Access Person (typically within 10 days of employment) that meets the following requirements:

Must disclose all of the Access Person’s current securities holdings with the following content for each Reportable Security (as defined below) in which the Access Person has any direct or indirect Beneficial Ownership:

· title and type of reportable security; · ticker symbol or CUSIP number (as applicable); · number of shares; · principal amount of each reportable security.

Must disclose the name of any broker, dealer or bank with which the Access Person maintains a Personal Account in which any Reportable Securities are held for the direct or indirect benefit of the Access Person

Information contained in Initial Holding Reports must be current as of a date no more than 45 days prior to the date of submission.

The date upon which the report was submitted.

New Employees will receive an electronic request to perform this task via ComplianceELF. The details of the report may be substantially or completely populated by ComplianceELF, but it is each Access Person’s obligation to ensure that all filings are complete and accurate

A sample Initial Holdings Report has been provided as Form 2 to this Code.

Annual Holdings Reports - Subject to the applicable provisions of Section F below, Access Persons must also provide Annual Holdings Reports of all current Reportable Securities holdings at least once during each 12 month period (the “Annual Holdings Certification Date”). For purposes of this Code, the Annual Holdings Certification Date is December 31 of each year. From a content perspective, such Annual Holdings Reports must comply with the requirements of Initial Holdings Reports contained in (2) above. Access Persons should submit their Annual Holdings Reports utilizing ComplianceELF. The details of the report may be substantially or completely populated by ComplianceELF, but it is each Access Person’s obligation to ensure that all filings are complete and accurate. A sample Annual Holdings Report has been provided as Form 3 to this Code.

Quarterly Transaction Reports - Subject to the applicable provisions of Section F below, Access Persons must also provide Quarterly Transaction Reports for each transaction in a Reportable Security (as defined below) that the Access Person has any direct or indirect Beneficial Ownership. Such Quarterly Transaction Reports must meet the following requirements:

Content Requirements – Quarterly Transaction Report must include the following information about each transaction involving a Reportable Security:

· date of transaction;

B-9

· title of Reportable Security; · ticker symbol or CUSIP number of Reportable Security (as applicable); · interest rate and maturity rate (if applicable); · number of shares (if applicable); · principal amount of Reportable Security (if applicable); · nature of transaction (i.e., purchase or sale); · price of Reportable Security at which the transaction was effected; · the name of broker, dealer or bank through which the transaction was effected; and · date upon which the Access Person submitted the report.

Timing Requirements – Subject to Section F below, Access Persons must submit a Quarterly Transaction Report utilizing ComplianceELF no later than 30 days after the end of each quarter. A sample Quarterly Transaction Report has been provided as Form 4 to this Code.

To simplify the quarterly transaction reporting requirement, Glenhill can receive electronic feeds of an Access Person’s security holdings and trading activity through ComplianceELF. However, for any Personal Accounts which are not automatically populated into ComplianceELF (i.e. certain limited offerings), Access Persons must ensure that such information is reported in their quarterly transaction information. In particular, each quarter, ComplianceELF will send each Access Person a reminder to complete and submit their quarterly transaction report. The details of the report may be substantially or completely populated by ComplianceELF, but it is each Access Person’s obligation to ensure that all filings are complete and accurate. In addition, Access Persons will be required to detail all required information pertaining to any transactions in limited offerings (i.e. hedge fund investments, private equity etc.). To the extent an Access Person has not transacted in any Reportable Securities and/or limited offering over the prior quarter, he or she will need to affirmatively represent that there have been no transactions in Reportable Securities and or limited offering (as relevant).

Definition of Reportable Security – For purposes of the reporting requirements, a Reportable Security is any financial instrument that is known as a security and as defined in detail in Section 202(a)(18) of the Investment Advisers Act1 or Section 2(a)(36) of the Investment Company Act2, EXCEPT that it does NOT include:

Direct obligations of the Government of the United States;

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

Shares issued by money market funds;

B-10

Shares issued by registered open-end funds (i.e. mutual funds) that are registered under the Company Act; provided that such funds are NOT registered funds managed by Glenhill or registered funds whose adviser or principal underwriter controls Glenhill, or is under common control with Glenhill (such funds, the “Reportable Funds”);

Shares issued by unit investment trusts that are invested exclusively in one or more registered open-end funds; provided that such funds are NOT advised by Glenhill or an affiliate and such fund’s advisor or principal underwriter is not controlled or under common control with Glenhill.

A “Reportable Security” includes shares that are issued by registered open-end funds which include, but are not limited to, (i) exchange-traded funds and (ii) the Reportable Funds.

EXCEPTIONS FROM REPORTING REQUIREMENTS/ALTERNATIVE TO QUARTERLY TRANSACTION REPORTS

This Section F sets forth exceptions from the reporting requirements of Section E of this Code. All other requirements will continue to apply to any holding or transaction exempted from reporting pursuant to this Section F. Accordingly, the following transactions will be exempt only from the reporting requirements of Section E:

Excluded Accounts

No Initial Holdings Report, Annual Holdings Report or Quarterly Transaction Report is required to be filed by an Access Person with respect to securities held in any Personal Account over which the Access Person has (or had) no direct or indirect influence or control3 (each an “Excluded Account”). Upon initial hire, and annually thereafter, all Access Persons are required to notify the Chief Compliance Officer of the existence of any Excluded Accounts (attached to the Code as Form 6). For each such account, the Access Person is required to provide the name and contact information of the investment manager as well as make certain attestations regarding the account(s) (attached to the Code as Form 7). The investment manager for the Excluded Account must also make certain certifications regarding the account(s) (attached to the Code as Form 8). To the extent a new Excluded Account is opened during the year, the Access Person must immediately notify the Chief Compliance Officer. These forms will be completed through ELF;

3 The SEC Staff has provided guidance that this exception has a very narrow application. That guidance specifically contemplates accounts where the access person is the grantor or beneficiary of a trust managed by a third-party trustee or has an account that is managed on a completely discretionary basis by a third party adviser. The SEC Staff did note in their guidance the ways for an adviser to get comfortable that such accounts are actually outside of the access person’s “influence or control.” Specifically, advisers seeking to rely on this exception must evaluate certain factors including the relationship between the access person and the trustee or third-party manager managing the account or trust, whether the access person can periodically complete specific certifications on its lack of influence or control over the trust or account, and whether the adviser requests reports on a sample basis to identify transactions that would otherwise be prohibited under the adviser’s code. The SEC’s guidance is accessible at https://www.sec.gov/investment/im- guidance-2015-03.pdf.

B-11

Quarterly Transaction Reports are not required to be submitted with respect to any transactions effected pursuant to an automatic investment plan, e.g., dividend reinvestment plans (although holdings need to be included on Initial and Annual Holdings Reports);

Quarterly Transaction Reports are not required to be submitted with respect to purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities (although holdings need to be included on Initial and Annual Holdings Reports);

Quarterly Transaction Reports are not required if the report would duplicate information contained in broker trade confirm or account statements (whether in hard copy or electronic) that an Access Person has already provided to the Chief Compliance Officer; provided, that such broker trade confirm or account statements are provided to the Chief Compliance Officer within 30 days of the end of the applicable calendar quarter. This paragraph has no effect on an Access Person’s responsibility related to the submission of Initial and Annual Holdings Reports.

Access Persons that would like to avail themselves of this exemption should:

Ensure that the content of such broker confirms or account statements meet the content required for (1) Quarterly Transaction Review Reports set forth in Section E above;

Inform the Chief Compliance Officer that you would like to avail yourself of this reporting option (2) and provide the Chief Compliance Officer with the following for each of your Personal Accounts:

· name of institution; · address of institution; · name of contact at institution; · identification numbers for Personal Accounts held at institution; and · name of Personal Accounts held at institution.

The Access Person or the Chief Compliance Officer will then send the form of letter attached to the (3) Code as Form 5 to the institution in question.

PROTECTION OF MATERIAL NON-PUBLIC INFORMATION ABOUT SECURITIES/ INVESTMENT RECOMMENDATIONS

In addition to other provisions of the Code and the Manual (including the Insider Trading Procedures herein), Employees should note that Glenhill has a duty to safeguard material, non-public information about securities/investment recommendations provided to (or made on behalf of) the Advisory Clients. As such, Employees generally should not share such information outside of Glenhill. Notwithstanding the foregoing, Employees and Glenhill may provide such information to persons or entities providing services to Glenhill or the Advisory Clients where such information is required to effectively provide the services in question. Examples of such persons or entities are:

B-12

· brokers; · accountants or accounting support service firms; · custodians; · transfer agents; · bankers; and · lawyers.

If there are any questions about the sharing of material, non-public information about securities/investment recommendations made by Glenhill, please see the Chief Compliance Officer, who may consult with and rely upon the advice of Glenhill’s outside legal counsel as needed.

In addition, Glenhill has implemented specific procedures in the event that Employees receive material non-public information pertaining to secondary offerings. To the extent an Access Person receives any such information, the Access Person should immediately notify the Chief Compliance Officer. Upon notification, the Chief Compliance Officer will respond to the receipt of such information on a case by case basis. The Chief Compliance Officer may (i) consult with outside legal counsel; (ii) place the issuer on Glenhill’s Screening Lists; and/or (iii) establish an information barrier with respect to communications between the applicable Access Person, the Chief Compliance Officer and the Portfolio Manager. If an information barrier is established, the applicable Access Person and the Chief Compliance Officer may not engage in issuer-specific communications nor share material, non-public information with the Portfolio Manager.

BENEFITS, GIFTS, AND ENTERTAINMENT

Glenhill is of the view that its Employees (and their family members) should not accept or provide (in the context of their business activities for Glenhill) excessive benefits or gifts. As such, all Employees are required to notify the Chief Compliance Officer if they receive or provide any benefit or gift that in the aggregate, such Employee reasonably believes has a value of $250 or more. To provide notification of a gift or benefit, an Employee should complete and submit the appropriate form on ComplianceELF. A sample notification form is contained in Appendix F to this Manual.

Under NO circumstances may an Employee accept or give cash or cash equivalents.

While it is impossible to define all situations which might pose such a risk, this Gift/Benefit/Entertainment Policy is designed to address those circumstances where such risks are likely to arise. Examples of gifts are as follows: tickets to sporting events, the theatre or comparable entertainment, plane tickets; merchandise; payment or reimbursement for lodging or meal expenses that are not related to a normal business event.

Furthermore, it should be noted that the payment of normal business meals or the provision of tickets to events (such as sporting events, concerts and golf events) where business matters are actually discussed (AND where such business or potential business counterparties are present) are NOT deemed to be gifts, but are subject to the benefit/gift/entertainment notification requirement if the amount of the Business Entertainment is believed to be (for any one instance) in excess of $500 or more. To provide notification of Business Entertainment, an Employee should complete and submit the appropriate form on ComplianceELF. A sample notification form is contained in Appendix F to this Manual.

B-13

ANTI-CORRUPTION POLICIES AND PROCEDURES

Under the Foreign Corrupt Practices Act (“FCPA”), Glenhill could face potentially serious civil and/or criminal penalties for offering, promising, paying, or authorizing, directly or indirectly, money, gifts, bribes, kickbacks, or anything of value to any foreign official, foreign political party or official or candidate for foreign political office in order to assist Glenhill in obtaining, retaining, or directing business, including investments in the Funds. As a matter of policy, Glenhill strictly complies with the FCPA. All Employees are expected to carefully read this policy and to contact the Chief Compliance Officer with any questions.

Under the FCPA, a “foreign official” includes any officer or employee of a foreign government or any department, agency or instrumentality thereof. Importantly, all government employees are covered by this definition, as are employees of government- owned business entities and sovereign wealth funds. The FCPA does permit certain small “facilitating” or “expediting” payments to foreign officials to ensure that they perform routine, nondiscretionary governmental duties (e.g. obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery; providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country). The FCPA also permits payment or reimbursement of reasonable and bona fide expenses of a foreign official (e.g., travel and lodging expenses) relating to the promotion, demonstration or explanation of a product or service or to the execution or performance of a contract with a foreign government. However, it should be noted that these are narrowly defined exceptions and defenses and that employees should always ensure that any local laws are observed in the foreign jurisdiction. The FCPA also prohibits payments to third parties, such as a placement agent, with knowledge that all or a portion of the payment will be passed on to a foreign official. Actual knowledge is not required.

In order to minimize the chance that Glenhill could violate the FCPA or similar foreign laws, Employees must obtain the written approval of the Chief Compliance Officer prior to making any payment or giving any gift or other thing of value (including paying for entertainment or travel-related expenses), or offering to do the same, directly or indirectly, to any:

· official of a foreign government; · employee of any government-controlled foreign business; sovereign wealth fund, employee or representatives of a sovereign wealth fund, or third party associated with a · sovereign wealth fund’s investment process or investment due diligence; or · foreign political party or official or candidate for foreign political office.

This policy applies without regard to the purpose or motivation behind the offering or giving of such payment, gift, or other thing of value. The Chief Compliance Officer may consult with legal counsel or outside compliance consultants to determine if such payments, gifts or entertainment would implicate FCPA concerns (or other legal concerns). As a general matter, the offering or giving of any such payments, gifts, or other things of value will not be permitted. The Chief Compliance Officer will document any exceptions to this general policy.

In addition, to the extent Glenhill utilizes placement agents or other intermediaries to solicit Investors in foreign countries, the Chief Compliance Officer will review placement agent agreements for appropriate written representations, including, among other things, that the placement agent or other intermediary will act in accordance with U.S. and foreign laws, including the FCPA. Glenhill also requires placement agents or other intermediaries that solicit investors in foreign countries to disclose to Glenhill any relationships with foreign government officials in the country in which it will operate. The Chief Compliance Officer must expressly authorize the placement agents or intermediaries to solicit investments in foreign countries. Further, Glenhill requires that placement agents immediately notify the Chief Compliance Officer if they have reason to believe an employee of the placement agent has engaged in activities that violate the FCPA. The Chief Compliance Officer may work with legal counsel or outside compliance consultants to determine the appropriate course of action if so notified. Finally, on a periodic basis, the Chief Compliance Officer may require such placement agents or intermediaries to renew appropriate representations relating to compliance with the FCPA.

Glenhill reviews its policies and procedures with respect to the FCPA with Employees as part of its annual compliance training.

POLITICAL CONTRIBUTIONS REPORTING AND PRE-CLEARANCE REQUIREMENTS

Glenhill’s resources, financial or otherwise, may not be used to support political parties, candidates or causes. An Employee’s support of his or her own political parties, candidates and political causes must be done on his or her own time and not use any of Glenhill’s resources such as, but not limited to, reproduction, facsimile machines, postage meters, telephones or computers.

Advisers Act rule 206(4)-5 is designed to curtail the influence of “pay to play” practices by investment advisers with respect to government entities, including all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds. This policy applies to political contributions to incumbents, candidates or successful candidates for elective office of a government entity if the office: (i) is directly or indirectly responsible for the hiring of Glenhill, or (ii) has the authority to appoint any person responsible for the hiring of Glenhill.

Advisers Act Rule 206(4)-5 defines a government entity as any state or political subdivision of a state, including: (a) any agency, authority, or instrumentality of the state or political subdivision; (b) a pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a “defined benefit plan” as defined in section 414(j) of the Internal Revenue Code (26 U.S.C. 414(j)), or a state general fund; (c) a plan or program of a government entity; and (d) officers, agents, or Employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.

In addition, Advisers Act Rule 206(4)-5 defines contributions to include a gift, subscription, loan, advance, deposit of money or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election.

Pre-Clearance Requirement: Based on the above, Covered Associates of Glenhill (as such term is defined below) must notify the Chief Compliance Officer in advance of ANY AND ALL political contributions to state and local government officials (including candidates) and to state and local political parties and political action committees utilizing ComplianceELF. A sample pre-clearance form is contained in Appendix H to this Manual. It should be noted that this pre-clearance requirement also applies to contributions made to state and local government officials who decide to run for a federal office.

B-15

Under Rule 206(4)-5 of the Advisers Act a Covered Associate is: (i) any general partner, managing member or executive officer, or other individual with a similar status or function; (ii) any employee who solicits a government entity for Glenhill and any person who supervises, directly or indirectly, such employee; and (iii) any political action committee controlled by Glenhill or by any of its covered associates. For the purposes of this Manual, all Employees of Glenhill are deemed Covered Associates.

By way of background, Glenhill has instituted this preclearance process to avoid any instances in which political contributions by Glenhill (including Employees) could be considered an attempt to influence the award of an investment advisory contract by a government entity. If Glenhill is deemed to have made a political contribution to an elected official who is in a position to influence the selection of Glenhill as an investment adviser, then Glenhill may be prohibited from receiving compensation from a government entity for a period of two (2) years following the date of such political contribution. This includes both direct fee compensation (from a separately managed client) and compensation stemming from a government entity’s investment in one of Glenhill’s Funds.

Restrictions: Please note that Employees are expressly prohibited from engaging in the following political contribution activities:

1. Asking another person or political action committee to:

Make a contribution to an elected official (or candidate for the official’s position) who can influence the a. selection of Glenhill as an investment adviser; or

Make a payment to a political party of the state or locality where Glenhill is seeking to provide investment b. advisory services to such state or local government.

Directing or funding political contributions through third parties, such as spouses, lawyers or companies affiliated with 2. Glenhill, if such political contributions would violate this policy if done directly by the Employee.

As evidenced by the above, the Advisers Act contains rules specifically designed to curtail “pay to play” practices. Employees should carefully review the relationship between Glenhill and political parties, candidates, and causes to identify any potential conflicts of interest prior to making political contributions. If you have any question about whether a political contribution raises a conflict of interest that may implicate Glenhill, you must discuss such contributions with the Chief Compliance Officer PRIOR to making the political contribution.

New Hires: In accordance with the “look back” provision of Advisers Act Rule 206(4)-5, upon becoming a Covered Associate (upon hire or otherwise), Employees will be required to disclose all political contributions made to: (i) state or local government officials (including candidates) as well as (ii) any payments to state or local political parties and political action committees during the 2 years prior to becoming an Employee. Employees will disclose such political contributions utilizing ComplianceELF. A sample disclosure form is contained in Appendix I to this Manual.

CHARITABLE CONTRIBUTIONS

To assure that each Employee’s individual charitable contributions do not give rise to conflicts of interest that may implicate Glenhill, each Employee should carefully review the relationship between Glenhill and the causes to identify any potential conflicts of interest prior to making such contributions. If you believe that a contribution may give rise to a potential conflict of interest that may implicate Glenhill, please discuss such contributions in advance with the Chief Compliance Officer.

B-16

OUTSIDE BUSINESS ACTIVITIES PRE-CLEARANCE AND NOTIFICATION REQUIREMENTS

In addition to the pre-clearance and reporting requirements that may be applicable to Employees related to personal securities transactions (as set forth above), all Employees will need to seek the approval of the Chief Compliance Officer to engage in business activities outside of their employment at Glenhill. To seek pre-approval, Employees must complete and submit the applicable pre-approval form via ComplianceELF. A sample form of request is contained in Appendix D to this Manual. Employees will need to provide information about: (i) the nature of the outside business activity; (ii) the name of the organization; (iii) any compensation; and (iv) the time demands of the activities. All Employees will also be required to annually update Glenhill of their outside business activities and any relationships with “insiders” of publicly-traded companies through ComplianceELF following their initial hire date and on an annual basis thereafter. A sample Outside Activities form is contained in Appendix D to this Manual.

All regular outside activities or associations, business and non-profit, should be disclosed. Please see the Chief Compliance Officer with any questions.

OVERSIGHT OF CODE OF ETHICS

Acknowledgement/Reporting. All Employees are required to sign and acknowledge their familiarity with the provisions of this Code (and related Insider Trading Policy) by providing the Chief Compliance Officer with an executed form of acknowledgment as contained in ComplianceELF initially upon hire and on an annual basis thereafter. In addition, any situation that may involve a conflict of interest or other possible violation of this Code must be promptly reported to the Chief Compliance Officer who must report it to the senior management of Glenhill.

Review of Transactions. Each Access Person’s transactions in his/her Personal Accounts are reviewed on a regular basis and compared to transactions entered into by Advisory Clients. Any transactions that are believed to be a violation of this Code will be reported promptly to the Chief Compliance Officer who must report them to executive management of Glenhill.

Sanctions. Senior management of Glenhill, at their discretion, will consider reports made pursuant to the above requirements and upon determining that a violation of this Code has occurred, may impose such sanctions or remedial action management deems appropriate or to the extent required by law (as may be advised by outside legal counsel or other advisors). These sanctions may include, among other things, disgorgement of profits, fines, suspension or termination of employment with Glenhill, or criminal or civil penalties.

RECORDKEEPING

In addition to the records required to be maintained pursuant to Rule 204-2(a)(12) and (13) of the Advisers Act, for its Investment Company Advisory Clients, Glenhill will maintain the following records in accordance with the following requirements. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

B-17

A copy of this Code and any other code adopted by the Glenhill, which is, or at any time within the past five years has (1) been, in effect will be preserved in an easily accessible place.

A record of any material Code violation and of any sanctions taken will be preserved in an easily accessible place for a (2) period of at least five years following the end of the fiscal year in which the violation occurred.

A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code will be preserved for (3) a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

A record of all persons, currently or within the past five years, who are or were required to submit reports under this (4) Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.

A copy of each annual report required by Section E(3) of this Code must be maintained for at least five years from the (5) end of the fiscal year in which it is made, for the first two years in any easily accessible place.

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in (6) an IPO or limited offering.

CONFIDENTIALITY

All reports of securities transactions and any other information filed pursuant to this Code will be treated as confidential to the extent permitted by law.

P. ADDITIONAL REPORTING FOR INVESTMENT COMPANY ADVISORY CLIENTS

Rule 17j-1 of the Investment Company Act requires the board of an investment company, including a majority of directors who are not interested persons, to approve the Code of Ethics of each of its investment advisers and any material changes to such Code of Ethics. In connection therewith, Glenhill will provide a certification to the Board of each Investment Company Advisory Client, prior to its approval as investment adviser to such Advisory Client, that it has adopted procedures reasonably necessary to prevent Access Persons from this Code. Glenhill will provide each Investment Company Advisory Client with written notice of a material change to this Code no later than six months after adoption of the material change.

At least annually, Glenhill shall provide written reports to an Investment Company Advisory Client’s Board of Directors describing any issue(s) that arose during the previous year under the codes or procedures thereto, including any material code or procedural violations, and any resulting sanction(s). Glenhill may report to the Board more frequently as they deem necessary or appropriate and shall do so as requested by the Board. Each report must be accompanied by a Certification to the Board that Glenhill has adopted procedures reasonably necessary to prevent its Employees from violating its Code. Glenhill shall also report to the Board in writing upon any material amendment to the Code and include the Certification described above.

B-18

Trustbridge Partners (the “Company”) is a group of asset management companies comprising of a private equity business typically investing in unlisted, private companies (“Private Side”) and a hedge fund business investing in listed public securities (“Public Side”). This document contains sections extracted from the Company’s Compliance Manual and Code of Ethics for the purpose of complying with TIP’s requirement to form the Company Code of Ethics for TIP’s registration statement.

Chapter 1 Personal Account Dealing Rules

1.1 General Policy

The Company requires that all Employee investment transactions be carried out in a manner that will not create a perceived or actual conflict of interest between the Company and its Clients. To this end, the Company has adopted the procedures set forth below.

1.2 Introduction

All Employees are, as a condition of their employment, required to familiarise themselves and comply with the Company's personal account dealing rules and the terms of their employment contract.

This policy applies to all “Covered Accounts” of Employees, including accounts maintained by or for:

The Employee’s immediate family members including children, parents, spouse, parents-in-law regardless of whether they share · the Employee’s household; · Any person over whom Employees exercise control and influence; Any persons whose judgement the Employee can reasonably be expected to influence; (This will include, for example, an · Employee’s spouse or partner and all of their children under the age of 18, and any trust, private company or arrangement with another party in which the Employee or spouse has an effective voice in investment decisions.) Any persons to whom the Employee provides primary financial support and either (i) whose financial affairs are managed by the · Employee or (ii) for whom the Employee holds discretionary authority over financial accounts; and · Any accounts for entities in which the Employee has a 25% or greater beneficial interest or exercises effective control.

It is the Employee’s responsibility to ensure family members and persons to whom the Employee provides primary financial support are aware of this policy and adhere to it.

The personal dealing rules shall be subject to regular review and Employees will be notified of any amendments in writing and form part of these personal dealing rules.

When dealing or trading for their own accounts or for the accounts of another person (as permitted under these personal dealing rules), Employees are required to comply with all requirements set out in all applicable legislation and regulations.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document It is the responsibility of Employees to ensure that they are familiar with these personal dealing rules and are aware of all applicable legal requirements in connection with such dealing or trading. If at any time, any Employee is in doubt concerning compliance with these personal dealing rules, he or she should contact the CCO for advice.

Employees are reminded that compliance with these personal dealing rules is part of their terms of employment and the breach of any of these rules will result in disciplinary action, up to and including summary dismissal.

1.3 Definition of Non-Discretionary Managed Account

A “Non-Discretionary Managed Account” is an account over which the Employee has no direct or indirect influence or control. This includes accounts for which an Employee has granted full investment discretion to an outside broker-dealer, bank, investment manager, or adviser. For an Employee to claim this status, sufficient documentation must be provided to the CCO to illustrate the investment relationship.

1.4 Definition of Reportable Security

“Reportable Securities” include a wide variety of investments including: stocks, bonds, options, futures, currencies, warrants, commodities and other derivative products. A Reportable Security does not include:

· Transactions and holdings in direct obligations of the U.S. government; Money market instruments defined as bankers' acceptances, bank certificates of deposit, commercial paper, repurchase · agreements and other high quality short-term debt instruments; · Shares issued by money market funds; Shares issued by open-end funds; provided that such funds are not advised by the Company or an affiliate and such fund’s · advisor or principle underwriter is not controlled or under common control with the Company; and Units of a unit investment trust; if the unit investment trust is invested exclusively in one or more open-end funds, provided that · such funds are not advised by the Company or an affiliate and such fund’s adviser or principle underwriter is not controlled or under common control with the Company.

1.5 Exemption from Reporting on Automatic Investment Plans

An Employee is not required to submit an Initial or Annual Holdings Report or a Quarterly Transaction Report with respect to transactions effected pursuant to an automatic investment plan1.

1.6 Reporting of Employee Holdings and Transactions

Employees are required to periodically report their personal securities transactions and holdings to the CCO.

1 “Automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

Each new Employee must provide the CCO with an “Initial Holdings Report” for Covered Accounts and Non-Discretionary Managed Accounts, as well as any Limited Offerings. The Initial Holdings Report must be submitted within 10 days of his or her commencement of employment and the report must be current as of a date not more than 45 days prior to the individual being hired. The Initial Holdings Report must contain the following information, at a minimum, for all Reportable Securities:

The title and type of security (and, as applicable, the exchange ticker symbol or CUSIP number), number of shares and principal · amount of each security; · The name of the broker, dealer or bank, account name, number and location; and · The date that the Initial Holdings Report was submitted by the Employee.

1.6.2 Annual Holdings Report

Each Employee must provide the CCO with an “Annual Holdings Report” attached as Appendix 10 to the Company’s Compliance Manual for disclosing Covered Accounts and Non-Discretionary Managed Accounts, as well as any Limited Offerings2, containing the same information required in the Initial Holdings Report as described above. The Annual Holdings Report must be submitted annually by 31 January and must be current as of a date not more than 45 days prior to the date the Annual Holdings Report is submitted.

1.6.3 Monthly Transaction Report

Each Employee must report to the CCO all information contained on the “Monthly Transaction Report” attached as Appendix 11 to the Company’s Compliance Manual for all Reportable Securities in Covered Accounts. The Monthly Transaction Report must be submitted no more than 30 days after the end of each month and must cover all transactions during the quarter and identify any newly opened Covered Accounts. Employees with no personal securities transactions during the month are required to submit a Monthly Transaction Report confirming the absence of any transactions.

1.6.4 Brokerage Statements in lieu of Report

In lieu of a Monthly Transaction Report, an Employee may provide the CCO with copies of the monthly brokerage account statements relating to each Covered Account. Such brokerage statements must be submitted within 30 days of the end of the calendar month.

1.7 Preclearance of Trades

Employees must obtain the CCO’s or his delegate’s preclearance for all transactions in Covered Accounts of Reportable Securities. This preclearance may be requested by submitting the form attached as Appendix 12 to the Company’s Compliance Manual or by email containing the same information as in the form. The preclearance request is to be submitted to the CCO or to another party as may from time to time be designated by the CCO. Any preclearance given will remain in effect for 24 hours. All Employees are required to hold all personal investments for at least 30 days unless otherwise has been requested from the CCO or his delegate and approval has been granted.

2 “Limited offering” means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6), or pursuant to Rule 504, Rule 505, or Rule 506, under the Securities Act of 1933.

Employees and their immediate family members must obtain written pre-approval from the CCO or his delegate before entering into Limited Offerings, at times termed private investments, using the form attached as Appendix 13 to the Company’s Compliance Manual. Limited Offerings include investments in private placements, private investment partnerships, interests in oil and gas ventures, real estate syndications, participations in tax shelters, and shares issued prior to a public distribution.

Prior to making the initial or any follow-on investment, the Employee must arrange for the CCO or his delegate to review and obtain any private placement memoranda, subscription agreements or other like documents pertaining to the investment. Where confirmations and statements or other like documents are not available from the issuer, the Employee must promptly inform the CCO or his delegate of any changes in the investment and provide the CCO or his delegate with a written yearly update.

1.9 Specific Account Exemptions

Any Employee who wishes to seek an exemption of a specific account from coverage under the Code must contact the CCO for an exemption/waiver request.

1.10 General Prohibitions

Employees shall comply with the following personal dealing rules:

· The Employee must obtain approval from the CCO for opening any Covered Accounts, Employees may not buy or sell an investment on a day in which the Company has a pending “buy” or “sell” order in the same · investment until that order is executed or withdrawn. Cross trades between Employees and the Clients (where an Employee buys or sells securities to the Clients and/or the Clients’ · account) are strictly prohibited. · Employees are prohibited from short selling securities recommended to the Clients. Employees are prohibited from participating in initial public offers (“IPOs”) available to the Clients and should not use their · positions to gain access to IPOs for themselves or any other person. Employees may not buy or sell an investment for their personal account within one trading day before (if aware of the · forthcoming transaction or advice, as applicable) or after a transaction or a recommendation, as the case may be, is made or proposed by the Company. Employees shall not engage in personal dealings or trading in securities or derivatives where they know their personal interest · conflicts in any way with the interest of the clients. In the event of potential conflict, the interests of the clients shall always have priority. Employees are prohibited from both the purchase from or the sale to the clients of any securities or other property for his personal · account, nor are employees allowed to engage in any personal transaction to which the clients is known to be a party, or which transaction may have a significant relationship to any action taken by the clients. Employees are advised to keep a trading record in the office in case a question arises from any matter relating to their personal · dealings. Employees are prohibited from purchasing or selling any security for their personal account or for the Clients’ account while in · possession of material, price-sensitive non-public information concerning the security or the issuer.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Settlement of personal trades must occur within the normal settlement time for the relevant market. Employees shall not take advantage of their position within the Company to effect any transaction or to obtain favourable · treatment in relation to those transactions.

1.11 The Restricted List

The CCO may place certain securities on a “Restricted List.” Employees are prohibited from personally, or on behalf of or for a Client, purchasing or selling securities that appear on the Restricted List, unless otherwise approved by the CCO. If such pre-trade approval request is submitted to the CCO, the CCO must consult the Conflicts Committee to assess and establish whether to allow such trade. The Employee requesting to trade a security on the Restricted List is required to submit a detailed rationale for the trade request and all background facts in support of the trade.

A security may be placed on the Company’s Restricted List for a variety of reasons including, but not limited to:

· The Company is in possession of material, nonpublic information (“MNPI”) about an issuer; A Company Employee is in a position, such as a member of an issuer’s board of directors, that may be likely to cause the · Company or such Employee to receive MNPI; The Company has executed a non-disclosure agreement or other agreement with a specific issuer that restricts trading in that · issuer’s securities; · An Employee trading in the security may present the appearance of a conflict of interest or an actual conflict of interest; An investor relationship that involves a senior officer or director of an issuer, a “Value-Added Investor”, may present the · appearance of a conflict of interest or an actual conflict of interest; and · The CCO has determined it is necessary to do so.

The CCO is responsible for maintaining the Restricted List and securities will remain on the Restricted List until such time as the CCO deems their removal appropriate.

The Company may also implement client-specific restricted lists that apply only to the specific client requesting such restrictions and will not be applied firm-wide. Such restrictions will generally be treated as investment restrictions for the specific client and hence hard coded in the trading system as pre- and post-trading controls.

1.12 Review and Retention of Reports

The CCO shall review the holdings reports, transaction reports and the preclearance forms to determine whether any violations of the Company’s policies or of the applicable securities laws have occurred. If there are any discrepancies between holdings reports, transaction reports or preclearance forms, the CCO shall contact the responsible Employee to resolve the discrepancy. If the Company determines that an Employee has violated the Code, such Employee may be subject to disciplinary action or restrictions on further trading.

Upon discovering a violation of the procedures contained in this Code, the CCO will notify senior management and the Company may impose sanctions as it deems appropriate.

1.12.2 Confidentiality

The CCO and any other designated compliance personnel receiving reports of an Employee’s holdings and transactions under this Code will keep such reports confidential, except to the extent that the Company is required to disclose the contents of such reports to regulators.

Chapter 2 Code of Ethics

The Code of Ethics Rule3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires investment advisers registered with the Securities and Exchange Commission (“SEC”) to adopt a written code of ethics. This Code of Ethics section (the “Code”) together with this Compliance Manual sets forth standards of conduct expected for any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Company or any other person who provides investment advice on behalf of the Company and is subject to the Company’s supervision and control. The Code reflects the Company’s and each Employee’s fiduciary duty to the Company’s Clients. The Code should be read in conjunction with the Compliance Manual.

The following standards of business conduct will govern the interpretation and administration of this Code:

· The interests of the Company’s Clients must be placed first at all times; · Employees should not take inappropriate advantage of their positions; and · Employees must comply with all applicable securities laws.

The Code and the Manual are designed to cover a variety of circumstances and conduct. However, no policy or procedure can anticipate every possible situation. Consequently, Employees of the Company are expected not only to abide by the letter of these compliance documents, but also their spirit, by upholding the fundamental ideals of the Company which include integrity, honesty and trust.

2.1 Oversight of the Code Of Ethics

2.1.1 Acknowledgement of the Code

Each Employee must execute and return to the CCO the “Employee Acknowledgement of Receipt and Compliance Attestation on” form (attached as Appendix 17 to the Company’s Compliance Manual) upon hire and annually thereafter, certifying that he or she has read and understands the Manual and the Code’s contents.

2.2 Reporting Violations

All Employees must promptly report any violations of the Code and federal securities laws to the CCO.

3 Rule 204A-1 of the Advisers Act.

If it is determined that an Employee has committed a violation of the Code, the Company may impose sanctions and/or take other action as deemed appropriate. These actions may include, among other things, disgorgement of profits, criminal or civil penalties, a letter of caution or warning, suspension or termination of employment, and/or notification to the SEC of the violations.

2.3 CCO’s Preclearance Requests

In all circumstances requiring preclearance under the Code, the Operations Director Gladys Wong will provide preclearance to the CCO.

2.4 Code Of Ethics

This Code of Ethics consists of the following policies found in the Company’s Manual:

· Chapter 6: General Dealing Rules (and specifically sub-section 6.13 relating to Expert Network usage) · Chapter 7: Market Conduct · Chapter 11: Personal Account Dealing Rules · Chapter 12: Gifts, Entertainment, Benefits in Kind and Outside Business Interests · Chapter 13: Political Contributions and Pay to Play

2.5 Code Of Business Conduct And Ethics

The Company has and will continue to uphold a high level of business ethics and personal integrity in all types of transactions and interactions. To this end, this Manual and the Code is intended to (1) emphasize TBP’s commitment to ethics and compliance with the law, (2) set forth basic standards of ethical and legal behaviour, (3) provide reporting mechanisms for known or suspected ethical or legal violations, and (4) help prevent and detect wrongdoing. Given the variety and complexity of ethical questions that may arise in TBP’s course of business, this Code serves only as a guide. Confronted with ethically ambiguous situations, Employees should be mindful of TBP’s commitment to high ethical standards and seek advice from TBP’s CCO or other appropriate personnel, such as members of the legal department, to ensure that all actions taken on behalf of TBP honour this commitment.

2.5.1 Ethical Standards

Investment Assessment

Investments shall only be made in companies which, in the opinion of TBP, comply with the demands laid down in established international conventions. TBP considers that companies have a responsibility to adhere to the conventions, regardless of whether the conventions are directed towards states or individuals, and regardless of whether the countries where companies do business are bound by the conventions or have weaker legislations.

The main conventions that come into question are:

· conventions on human rights · conventions on children and their rights · ILO conventions · International environmental conventions

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Conventions against bribery and corruption · OECDs Guidelines for Corporate Governance

These conventions provide that

· each and every person has a right to life, freedom and personal safety, no individual shall be discriminated against on grounds of race, color, sex, language, religion, political or any other opinion, · national or social origin, property, ancestry or standing in general, · forced labor and slavery are forbidden, each and every individual who works has a right to fair and satisfactory compensation that ensures them and their family an · existence befitting a human being, · each and every individual has the right to rest and leisure time, reasonable working hours and a regular salaried vacation, each and every individual has the right to form and join trade unions to protect their interests and receive protection against · anti-union discrimination, the minimum age for working may not be lower than the age for completion of compulsory education, and in any case no lower · than 15 years of age (14 years of age in certain countries that so request) and also the 18 year age limit shall apply to particular hazardous jobs.

Method for assessment

TBP will invest in shares of companies with significant exposure in China. All of these companies will be examined externally on the basis of the above principles. Companies that fall outside the investment universe might be examined on best effort basis. TBP will not invest in companies that fail such an examination.

Decisions shall not be made arbitrarily but shall be based on official examinations into individual cases. Only breaches of the rules where a company has acknowledged responsibility or if the issue has been decided by an international tribunal or a court will be taken into consideration. The seriousness of the breach in the opinion of the tribunal and what measures the company takes to rectify the alleged unsatisfactory conditions will also be taken into account. The examination shall also take positive aspects into account. An example of this would be if a company obtains environmental certification. Decisions on whether investments will be allowed or not, will be made upon following an overall assessment of these conditions. It may be noted that the method does not mean companies will be excluded solely on account of the production of certain products (such as tobacco, alcohol, weapons) the manufacture of which is not illegal.

2.6 Code of Ethics in light of Management of Assets of US Registered Investment Companies

Standards of Conduct. In addition to complying with the Company’s Code of Ethics contained in this Chapter (and the other sections of the Compliance Manual cited therein), in accordance with Rule 17j-1(b) under the Investment Company Act, none of the Company, its affiliates or any Employee may, in connection with the purchase or sale, directly or indirectly, by that person of a security held or to be acquired by a company registered with the SEC under the Investment Company Act (“RIC”): (i) employ any device, scheme or artifice to defraud the RIC; (ii) make any untrue statement of a material fact to the RIC or omit to state a material fact necessary in order to make the statements made to the RIC, in light of the circumstances under which they are made, not misleading; (iii) engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the RIC; or (iv) engage in any manipulative practice with respect to the RIC.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Reports to Board. In accordance with Rule 17j-1(c)(2)(ii) under the Investment Company Act, upon request, the Company will furnish to a RIC’s board of directors a written report that: (i) describes any issues arising under the Company’s Code of Ethics since the last report to the board of directors, including, but not limited to, information about material violations of the Code of Ethics and sanctions imposed in response to the material violations; and (ii) certifies that the Company has adopted procedures reasonably necessary to prevent Employees from violating the Code of Ethics.

Recordkeeping. The Company will, at its principal place of business, maintain the following records, and will make those records available to the SEC or any representative of the SEC upon request:

(i) a copy of the Code of Ethics then in effect, or the Code that was in effect any time within the past five years (maintained in an easily accessible place);

(ii) a record of any violation of the Code of Ethics, and of any action taken as a result of the violation (maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs);

(iii) a copy of each report made by an Employee under Chapter 1 (Personal Account Dealing Rules) (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place);

(iv) a record of all persons, currently or within the past five years, who are or were required to make reports under the Code, or who are or were responsible for reviewing these reports (maintained in an easily accessible place); and

(v) a copy of each report sent to a RIC board of directors (maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place).

In addition, the Company must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Employee of Limited Offerings or initial public offerings for at least five years after the end of the fiscal year in which the approval is granted.

GREEN COURT CAPITAL MANAGEMENT

CODE OF ETHICS

April 2017

1 | Page

This Code of Ethics (the "Code") is adopted by Green Court Capital Management (“GCCM”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”).

All Access Persons are required to comply with the Code.

Any questions relating to this document should be brought to the attention of Green Court Capital Management Compliance.

On an annual basis you will be required to certify in writing your understanding of, and adherence to, this Code and your intention to comply with its requirements (including any amendments).

The Code has also been adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940. In addition to the provisions contained in the Code, the following shall apply to the GCCM, the registered Funds managed by the GCCM and their Access Persons:

(i) Annual Report to the Board:

No less frequently than annually and concurrently with reports to the Board of Directors/Trustees of the Company/Trust (the “Board”), the Chief Compliance Officer of GCCM shall furnish a written report that: (1) describes any issues arising under this Code or procedures concerning personal investing since the last such report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to material violations; (2) certifies that procedures are reasonably designed to prevent Access Persons from violating the Code which includes any conduct by Rule 17j-1(b); and (3) identifies any recommended changes in the existing restrictions or procedures based upon the Fund’s experience under this Code, evolving industry practices, or developments in laws and regulations.

(ii) Material Changes of Code

The Adviser will provide a written report to the Board of a Fund describing any material changes to its Code.

2 | Page

The Code is designed to ensure, among other things, that Access Persons put Client interests first and conduct their activities in a manner consistent with all applicable laws and regulations, including but not limited to the Hong Kong Securities and Futures Ordinance (“SFO”), as well as U.S. Federal Securities Laws. The following principles shall govern the personal investment activities of all Access Persons subject to this Code:

You must at all times place the interests of Clients ahead of your personal interests - Client trades have priority over · personal securities trades.

Personal investment activities must be conducted in accordance with this Code and in such a manner as to avoid any · actual, perceived or potential conflict of interest or abuse of your position of trust and responsibility.

· You should not take advantage of your position to benefit yourself at the expense of any Client.

· In personal securities investing, you should follow a philosophy of investment rather than trading.

You must comply with all applicable laws and regulations. Specifically, the Hong Kong SFO, as well as, for Access · Persons who are involved in rendering services to U.S. Clients, these include, but are not limited to, U.S. Federal Securities Laws.

3 | Page

The following words have the following meanings in this Code:

“Access Person” means:

Any employee, officer or director of Green Court Capital Management or any Green Court Capital Management funds a) managed (or any company controlled by them) and their Immediate Family Members; and

Any temporary employee, consultant, contractor, intern or other person who will be on Green Court Capital Management’s b) premises for a period of ninety (90) days or more.

“Advisory Person” means an Access Person who, in connection with his or her regular functions or duties, makes, or participates in making, recommendations regarding the purchase or sale of Covered Securities by a Related Client. The determination as to whether an individual is an Advisory Person shall be made by the Green Court Capital Management Compliance, taking into consideration the following roles and responsibilities: Portfolio Manager, Traders, Research Analysts and any member on any of their respective teams, including Administrative Assistants.

“Beneficial Interest” means, for the purposes of the Code, a person’s right to profit or share in the profit from investments held in an account. In general, an Access Person is regarded as having a direct or indirect Beneficial Interest in securities held in his / her name, as well as:

a) in the name of an Immediate Family Member;

b) in his / her name as trustee for himself / herself or for his / her Immediate Family Member;

c) in a trust in which he / she has a Beneficial Interest or is the settlor with a power to revoke;

by another person and he / she has a contract or an understanding with such person that the securities held in that person's name d) are for his or her benefit;

e) in the form of acquisition rights of such security through the exercise of warrants, options, rights, or conversion rights;

f) by a partnership of which he / she is a member;

g) by a corporation which he / she uses as a personal trading medium;

h) by a holding company which he / she controls; or

4 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document any other relationship in which a person would have beneficial ownership under Rule 16a-1(a)(2) of the Securities Exchange i) Act of 19341 and the rules and regulations thereunder, except that the determination of direct or indirect Beneficial Interest shall apply to all securities which an Access Person has or acquires.

Any Access Person who wishes to disclaim a Beneficial Interest in any securities must submit a written request to Green Court Capital Management Compliance explaining the reasons therefore. Any disclaimers granted by Green Court Capital Management Compliance must be made in writing. Without limiting the foregoing, if a disclaimer is granted to any Access Person with respect to an account of an Immediate Family Member, the provisions of this Code applicable to such employee shall not apply to the Immediate Family Member for which such disclaimer was granted. However, if the Immediate Family Member whose account was disclaimed is also an employee of Green Court Capital Management, the sections of this Code applicable to employees would still be applicable to the employee’s Immediate Family Member.

“Client” means any investment account, including, but not limited to, any Green Court Capital Management funds, other commingled investment vehicle and separate account for which Green Court Capital Management provides investment advice, management or exercises discretion.

“Compliance Database” means Green Court Capital Management’s proprietary employee compliance database managed by Green Court Capital Management’s Compliance Department. Compliance Database facilitates the reporting and monitoring of a number of key compliance requirements including: Green Court Capital Management’s annual affirmations; tracking of employee private placement investments, outside accounts, outside activities and political contributions.

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Generally, any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company.

“Covered Account” means any custody or trading account held in the name of an Access Person in which the Access Person has, or is deemed to have, a Beneficial Interest, including investments held outside of an account over which an Access Person has physical control, such as a stock certificate.

“Covered Security” means:

1 http://www.sec.gov/rules/final/2011/34-64628.pdf

5 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any a) group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing;

b) an interest in any Green Court Capital Management funds; and

c) an interest in any Exchange Traded Fund or closed-end fund.

The term Covered Security does not include:

any security which represents the direct obligation of the government of any developed country, such as Hong Kong, a) Singapore, Australia and the United States, its territories or states or Related Securities thereof, (including short term debt securities that are government securities within the meaning of the law);

Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short- term debt instruments including b) repurchase agreements; and

Shares issued by registered open-end investment companies for which any Green Court Capital Management does not act as c) investment manager, adviser or sub-adviser.

d) Investment Linked Insurance Products

“De minimis Restitution” means price restitutions that result in less than USD1,000 (or local currency equivalent) collectively or, where the gain to be received by each underlying Client account is less than USD100.

“Disinterested Director/Trustee” means a person who serves as director/trustee (including those independent directors) of a Green Court Capital Management fund and is not otherwise affiliated with a Green Court Capital Management fund.

“Domestic Partnership” means an interpersonal relationship between two individuals who live together and share a common domestic life (“Domestic Partners”)2

2 The above definition is being used solely for purposes of this Code of Ethics and should not be construed as the applicable definition for other purposes (e.g., employee benefits).

6 | Page

“Exempt Transactions” means transactions that may be exempt from certain provisions of the Code such as, pre-clearance, minimum holding periods, or blackout periods. Exempt Transactions are not exempt from the general provisions of the Code including reporting requirements. The following have been defined as Exempt Transactions:

a) Transactions in Managed Accounts.

Transactions made automatically in accordance with a predetermined schedule and allocation, such as part of a dividend b) reinvestment plan (“DRIP”).

An involuntary purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its c) securities, to the extent such rights were acquired from such issuer, and sales of rights so acquired.

The acquisition or disposition of securities through stock dividends, stock splits, reverse stock splits, mergers, margin calls, d) consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

A transaction by a Green Court Capital Management fund Disinterested Director/Trustee unless at the time of such transaction, the Disinterested Green Court Capital fund Director/Trustee, knew or should have known that, during the fifteen calendar day e) period immediately preceding or, after the date of the transaction by the Disinterested Director/Trustee, such security was purchased or sold by the Green Court Capital Management fund or was being considered for purchase or sale for Client.

Transactions in the following broad-based security indices: HSI, STI, S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, f) 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average.

g) Transactions in the broad-based security indices tracking ETFs

h) Direct obligations of the Government of developed countries such as Hong Kong,Singapore, Australia and the United States

i) Other transactions designated in writing by Green Court Capital Management Compliance.

“Fund” means any investment company, unit trust, mutual fund or other collective investment vehicle.

7 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Green Court Capital Management” or “GCCM” means Green Court Capital Management Limited, Green Court Capital Management Singapore Pte. Limited, and Green Court Capital Management Consulting (Shanghai) Company Limited.

“GCCM Compliance” means the Compliance function of Green Court Capital Management.

“GCCM Fund” means any funds, for which any GCCM is the investment manager, investment adviser or sub-adviser.

“Immediate Family Member” means:

An Access Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, Domestic Partner, sibling, mother-in- a) law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in- law, including adoptive relationships; and

Any other relative or person who shares the same household as the Access Person and to whom the employee provides material b) financial support and is deemed to be an Immediate Family Member by GCCM Compliance.

“Limited Access Person” means an Access Person’s Immediate Family Member who would otherwise be an Access Person but who is determined by GCCM Compliance to be a Limited Access Person considering factors including, but not limited to, whether the Immediate Family Member shares the same household as the Access Person and is financially dependent on the Access Person.

“Limited Access Person Account” means an account in the name of a Limited Access Person. A Limited Access Person Account may be treated as a Managed Account at the discretion of the GCCM Compliance.

“Managed Account” means a Covered Account where full control and investment discretion has been delegated pursuant to an investment advisory agreement that includes the payment of a management fee to: 1) an unrelated third party investment manager, or 2) a GCCM portfolio management team of which the employee is not a member.

“Private Placement” means an offering that is exempt from registration under the Securities laws such as the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act.

“Related Client” means a Client account, including a proprietary account consisting of seed capital during the incubation period, for which an Advisory Person or the portfolio management team of which the Advisory Person is a member, has or is deemed to have, investment decision- making authority or is responsible for maintaining and/or reviewing information pertaining to the account.

8 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Related Issuer” means an issuer with respect to which an Advisory Person or their Immediate Family Member: (i) has a material business relationship with such issuer or any promoter, underwriter, officer, director, or employee of such issuer; or (ii) is an Immediate Family Member of any officer, director or senior management employee of such issuer.

“SEC” means the United States Securities and Exchange Commission.

“SFC” means the Hong Kong Securities and Futures Commission.

“SFO” means Hong Kong Securities and Futures Ordinance

“Security Held or to be Acquired by a Client” means any Covered Security that within the most recent fifteen (15) days:

a) is or has been held by a Client, or

b) is being or has been considered by GCCM for purchase by such Client.

“U.S.” means the United States of America.

“U.S. Federal Securities Laws” means, where applicable, Securities Act of 1933, Securities Exchange Act of 1934, Trust Indenture Act of 1939, Investment Company Act of 1940, Investment Advisers Act of 1940, Sarbanes-Oxley Act of 2002, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Jumpstart Our Business Startups Act of 2012 and other applicable rules and regulations.

9 | Page

No Access Person, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a Client, shall:

· Employ any device, scheme or artifice to defraud any Client;

Make any untrue statement of a material fact to any Client or omit to state to such Client a material fact necessary in · order to make the statements made, in light of the circumstances under which they are made, not misleading;

· Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Client;

· Engage in any manipulative practice with respect to any Client;

Engage in any transaction in a security while in possession of material nonpublic information regarding the security or · the issuer of the security; or

Engage in any transaction intended to raise, lower, or maintain the price of any security or to create a false appearance · of active trading.

10 | Page

1. Initial Public Offerings

Access Persons are generally prohibited from acquiring a direct or indirect Beneficial Interest in any equity security in an initial public offering.

2. Insider Trading

GCCM has adopted an Information Barrier Policy and related MNPI Procedures (together refer to as the “Insider Trading Policy and Procedures”). All Access Persons are required to be familiar with the Insider Trading Policy and Procedures and shall certify, on an annual basis, that they have read, understood and complied with the requirements of this Code and the Insider Trading Policy and Procedures.

3. Transactions in Restricted List Securities

Access Persons may obtain material non-public information (“MNPI”) or establish special or “insider” relationships with one or more issuers of securities (e.g., an employee may become an officer or director of an issuer, a member of a creditor committee that engages in material negotiations with an issuer, and so forth). In such cases, the Access Person should keep in mind that he/she is subject to the Insider Trading Policy and Procedures.

4. Private Placements

Access Persons may not acquire a direct or indirect Beneficial Interest in any Private Placement without prior written approval from GCCM Compliance and such other persons as may be required. Private Placements include, but are not limited to, any interest in a hedge fund, private equity vehicle or other similar private or limited offering investment.

Approval of a Private Placement shall take into account, among other factors, whether: i) the investment opportunity should be reserved for a Client, and ii) the opportunity is being offered to the individual by virtue of his or her position with GCCM, his or her relationship with the Client or the issuer of the Private Placement. Additional capital investments (other than capital calls related to the initially approved investment) in a previously approved Private Placement require a new approval.

Advisory Persons who hold a previously approved Private Placement and are subsequently involved, or play a part in the consideration of the same Private Placement as an investment for a Related Client, must inform GCCM Compliance of their personal investment (or their Immediate Family Member’s investment). The decision to investment in the Private Placement for a Related Client will be determined by GCCM Compliance and other relevant parties as deemed necessary for the review process.

11 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Access Persons’ private placement redemptions are subject to review and approval by GCCM Compliance.

5. Dissemination of Client Information

Access Persons are prohibited from revealing material information relating to current or anticipated investment intentions, portfolio transactions or activities of Client except to persons whose responsibilities require knowledge of such information.

6. Related Issuer

Advisory Persons are required to disclose to the Legal and Compliance Department when they play a part in any consideration of an investment by a Client in a Related Issuer. The decision to purchase securities of the Related Issuer for a Client will be determined by the Legal and Compliance Department and other relevant parties as deemed necessary for the review process.

7. Trading Opposite Clients

No Advisory Person or Advisory Person of a Fund may execute transactions in a Covered Security held in a Covered Account that would be on the opposite side of any trade in a Related Client account that was executed within 5 business days prior to the trade in the Covered Account ("Opposite Side Trade"). For example, if an Advisory Person executes a purchase of shares of Company XYZ on Monday, March 1st for a Related Client account(s), that Advisory Person and their team will be prohibited from executing a sale of shares of Company XYZ for their Covered Accounts between the time when the Related Client order was submitted on Monday, March 1st through the close of trading on Monday, March 8th.

Notwithstanding the foregoing, an Advisory Person or Advisory Person of a GCCM Fund (or their team member) may execute an Opposite Side Trade for the following reasons:

· to capture a gain or loss for tax purposes;

the Advisory Person or Advisory Person of a GCCM Fund sold the security for the Related Client account in order to raise · cash;

· securities transactions effected in Blind Trusts;

securities transactions that are non-volitional on the part of the Advisory Person or Advisory Person of a GCCM Fund. Non- · volitional transactions include shares obtained or redeemed through a corporate action (e.g. stock dividend) or the exercise of rights issued by an issuer pro rata to all holders of a class of securities; or

12 | Page

8. Limitations on Short and Long Positions

Advisory Persons are not permitted to: a) sell short any security (or any derivative having the same economic effect as a short sale) that they hold or intend to hold for a Related Client; or b) buy a long position in a security (or any derivative having the same economic effect as holding a long position) if they have or intend to create a short position in the same security for a Related Client. Notwithstanding the foregoing, certain types of transactions may be permitted with prior approval from GCCM Compliance and the Senior Portfolio Manager (or designee).

Any approvals granted will not relieve the Advisory Person from being subject to Price Restitution.

9. Transactions in Interests of GCCM Fund

a) All trading in interests of a GCCM Fund is subject to the terms of the offering documents.

b) No Access Person may engage in excessive trading or market timing in any interest of any GCCM Fund.

10. Sanctions

GCCM shall have the authority to impose sanctions for violations of this Code. Such sanctions may include a letter of censure, suspension or termination of the employment of the violator, forfeiture of profits, forfeiture of personal trading privileges, forfeiture of gifts, price restitution, or any other penalty deemed to be appropriate.

11. Violations

Access Persons must report apparent or suspected violations in addition to actual or known violations of the Code to GCCM Compliance. Access Persons are encouraged to seek advice from GCCM Compliance with respect to any action or transaction which may violate this Code and to refrain from any action or transaction which might lead to the appearance of a violation. The types of reporting that are required under this Code include:

· Non-compliance with applicable laws, rules, and regulations;

· Fraud or illegal acts involving any aspect of GCCM’s business;

· Material misstatements in regulatory filings, internal books and records, client records or reports;

· Activity that is harmful to Clients, including fund investors; and

13 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Deviations from required controls and procedures that safeguard Clients and GCCM.

D. Reporting Requirements

1. Reports by Access Persons

a) Initial Disclosure

All Access Persons must disclose their Covered Accounts within 10 calendar days of becoming an Access Person. The initial holdings disclosure must include all Covered Accounts in which the Access Person has a direct or indirect (i) Beneficial Interest. Access Persons may satisfy this requirement by providing copies of their account statements for all Covered Accounts to GCCM Compliance (as applicable).

The information provided must be current as of a date no more than 45 days prior to the date the person became an (ii) Access Person.

(iii) Access Persons will be provided with a copy of the Code and be required to acknowledge receipt of the Code.

b) Quarterly Confirmation

On a quarterly basis, Access Persons are required to review the information on the Compliance Database and confirm (i) the details of their Covered Accounts.

c) Annual Disclosure

On an annual basis, Access Persons must affirm that all Covered Accounts and Outside Business Activities have been (i) reported and are reflected on the Compliance Database.

Access Persons are required to certify that they have read, understand, and complied with the Code and the relevant (ii) GCCM Policies and Procedures, and have disclosed or reported all personal investment transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code.

2. Reports by Disinterested Directors/Trustees

A director/trustee of a GCCM Fund who is not an "interested person" of the GCCM Fund within the meaning of section 2(a)(19) of the Company Act, and who would be required to make a report solely by reason of being a GCCM Fund director/trustee, need not make:

a) An initial holdings disclosure and annual holdings disclosure under Section D(1)(a) and (c) above; and

14 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A quarterly confirmation under Section D(1)(b) above, unless the director/trustee knew or, in the ordinary course of fulfilling their official duties as a GCCM Fund director/trustee, should have known that during the 15-day period immediately before or b) after the director/trustee’s transaction in a Covered Security, the GCCM Fund purchased or sold the Covered Security, or the GCCM Fund or its investment adviser considered purchasing or selling the Covered Security.

3. Excluded Accounts

The following types of account are not Covered Accounts or subject to the restrictions of the Code:

a) open-ended funds, which are authorised/registered for sale to the public and not managed by GCCM;

b) estate or trust accounts where there is a beneficial ownership but no power to affect investment decisions;

direct investment programs, which allow the purchase of securities directly from the issuer without the intermediation of a c) broker dealer provided that the timing and size of the purchases are pre-arranged;

an account held by a Access Person’s Immediate Family Member, in which the Access Person has NO beneficial interest and over which the Access Person has NO control or influence. After declaring his/her Immediate Family Member’s trading account(s) to GCCM Compliance in an Initial/ Annual Declaration Form (during the Initial/ Annual Declaration exercise), the d) Access Person must then should provide a written confirmation to GCCM Compliance stating that he/she has no beneficial interest in, nor control or influence over, the account. Upon receipt of the written confirmation, GCCM Compliance may exercise its discretion to allow the account to be exempted from the requirements in the Code; and

e) managed accounts.

However, the existence of all such accounts must be disclosed to GCCM Compliance in accordance with requirements of the Code. In addition, copies of any statements for any managed accounts, mutual fund only accounts or dividend reinvestment plans must be made available for review at the specific request of GCCM Compliance.

4. Notification of Reporting Obligations

GCCM Compliance will identify all Access Persons who are required to make reports under the Code and inform them of their reporting obligations.

15 | Page

1. Maintenance of Covered Accounts

An Access Person must obtain pre-approval from GCCM Compliance for: (i) maintaining existing Covered Accounts upon joining GCCM; and (ii) opening any new Covered Account.

An Access Person should also arrange, where possible, for GCCM Compliance to receive, directly from his/her broker-dealer, bank and/ or other financial intermediary, duplicate copies of each confirmation and periodic statement issued by such financial intermediary in respect of each such Covered Account. If an Access Person is not able to arrange for duplicate confirmations and periodic statements to be sent, the Access Person should notify GCCM Compliance and ensure that:

(i) confirmations are delivered to GCCM Compliance immediately following receipt by the Access Person; and

periodic statements are delivered to GCCM Compliance within a reasonable time and normally no later than thirty (30) (ii) calendar days after the close of each calendar month.

For those jurisdictions such as Singapore where periodic statements may not be provided by the broker-dealer, bank or other financial intermediary, a quarterly confirmation by the Access Persons will be required.

2. Pre-Clearance of Covered Security Transactions

Unless an exemption applies, any transaction in a Covered Security (“Covered Security Transaction”) in which an Access Person has or acquires a Beneficial Interest must be pre-cleared. No order for a Covered Security Transaction for which preclearance authorization is required may be placed before such Covered Security Transaction has been authorized by GCCM Compliance. Approvals are valid for 24 hours only.

In some cases, GCCM Compliance may refuse to authorize a Covered Security Transaction for a reason that is confidential. GCCM Compliance is not required to give an explanation for refusing to authorize any Covered Security Transaction.

If the order for a Covered Security Transaction is not placed within that period, a new authorization must be obtained before the Covered Security Transaction can be placed. Similarly, if the Covered Security Transaction is placed but has not been executed before the authorization expires (as, for example, in the case of a limit order), a new authorization is necessary.

16 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Covered Accounts of any Access Person are prohibited from trading any classes of instruments that are part of the investable investment universe of the Client. The investable investment universe includes but is not limited to Chinese companies listed in Hong Kong or elsewhere, China A shares, China B shares, H-Shares, Red Chips etc.

Access Persons should also observe the restrictions for the instruments on the GCCM Restricted List.

Exceptions from Pre-clearance Requirement

(i) Exempt Transactions; and

(ii) Other securities designated in writing by GCCM Compliance.

3. Blackout Period

An Access person may not buy or sell a Covered Security on a day during which any GCCM Client accounts execute either a “buy” or “sell” order in the same security (“Same Day Blackout Period”).

For Advisory Persons, they should not buy or sell an investment for their Covered Account within 1 trading day before (if the relevant person is aware of a forthcoming Client transaction) or after trading in that investment on behalf of a Client.

4. Price Restitution

a) Same Day Price Restitution

(i) Access Persons

If an Access Person purchases or sells a Covered Security in a Covered Account and a Client purchases or sells the same security during the same day, the Access Person may not receive a more favorable price than that received by the Client.

(ii) Limited Access Persons

If an Advisory Person purchases or sells a Covered Security in the Limited Access Person Account and such Advisory Person purchases or sells the same security during the same day for a Related Client, the Limited Access Person Account may not receive a more favorable price than that received by the Related Client.

17 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For the avoidance of doubt, a “purchase” includes a long buy, as well as a cover short, and a “sell” includes a long sell, (iii) as well as a short sale. b) 5/ 1 Price Restitution – Advisory Persons

If an Advisory Person purchases or sells a Covered Security within five (5) business days prior, or one (1) business day (i) subsequent to a Related Client (“5/1 Price Restitution”), the Advisory Person may not receive a more favorable price than that received by the Related Client.

(ii) Certain Limited Access Person Accounts may be subject to the 5/1 Price Restitution.

For the avoidance of doubt, a “purchase” includes a long buy, as well as a cover short, and a “sell” includes a long sell, (iii) as well as a short sale. c) Price Restitution Execution

Price restitution will generally be executed when there is a total gain of at least USD1000 from the difference in price (i) received by the Access Person vs. the Related Client(s), and a gain of at least USD100 to each underlying Client Account.

With respect to the GCCM Funds, GCCM Compliance reserves the right to review the individual restitutions below (ii) USD1000 and may require payment of these amounts if facts and circumstances warrant.

Where restitution is required, preference shall be to provide the economic benefit to Clients where operationally, (iii) contractually or legally permitted. Where otherwise not feasible or permitted, restitution may be made by transfer, wire or check and shall be remitted to GCCM for donation to a charitable organization designated by GCCM. d) Exceptions to Price Restitution

(i) Exempt Transactions.

(ii) De minimis Restitution.

(iii) Transactions in non-Covered Securities.

(iv) Transactions arising through hedged options trading.

(v) Transactions in the Firm’s retirement contribution program.

Certain transactions related to the initial investment of a Related Client account or investments made as a result of (vi) additional funds contributed to an existing Related Client account communicated to GCCM Compliance.

(vii) Other exceptions designated in writing by GCCM Compliance.

18 | Page

a) Thirty (30) Day Holding Period

All securities positions, including both long and short positions, established in any Covered Account must be held for at least 30 calendar days (beginning on the day of the transaction) measured on a Last In-First Out (“LIFO”) basis.

b) Sixty (60) Day Holding Period

Access Persons are required to hold interests in any GCCM Fund for at least 60 days, measured on a LIFO basis. After the holding period has lapsed, Fund shares may be redeemed or exchanged; however, any subsequent subscription or exchange of such shares will result in a new 60-day holding period.

c) Exceptions to the Holding Periods

Any requests for exceptions to the above holding periods must be submitted to GCCM Compliance.

6. Code Procedures Monitoring

GCCM Compliance will conduct post-trade monitoring of the personal investment activity of each Access Person to ascertain that such activity complies with this Code and, where required, that Access Persons have obtained the necessary pre-trade approvals as may be applicable.

GCCM Compliance reports the results of its monitoring to the GCCM Operating Group. GCCM Compliance is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code.

F. Gifts and Entertainment

Gifts and Entertainment provided by GCCM to clients, prospective clients, vendors, suppliers, consultants and others with whom GCCM conducts business can strengthen business relationships yet may also create actual or apparent conflicts of interest. Accordingly, it is best practice to monitor the provision and receipt of all such Gifts and Entertainment.

There are a few guiding principles which all employees should follow in regards to Gift and Entertainment.

· No Gifts or Entertainment should be solicited

· No Cash or cash equivalents should be offered or accepted

19 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · All Gifts and Entertainment that are received or offered should be for a clear business purpose

· Business gifts and entertainment should not be excessive, inappropriate or intended to inappropriately influence the recipient.

Access Persons are generally prohibited from providing or receiving any gift or other item of value to or from any one person or entity that does business with GCCM without prior approval from GCCM Compliance and/or the Anti-Corruption Officer. Generally, promotional items valued at USD25 or less do not require prior approval although certain recipients may be subject to stricter gift limits under state rules or rules applicable to ERISA fiduciaries. GCCM has adopted gift and entertainment policies to which all employees are subject. The detailed requirements are covered under the Green Court Capital Management Anti-Corruption Policy and Procedures.

For a gift to be provided to commercial partner above USD25, GCCM employees are required to obtain pre-approval from the GCCM Compliance.

G. Outside Business Activities

Access Persons are prohibited from serving on the board of directors of any public or private company without prior written approval from GCCM Compliance. Please refer to the Green Court Capital Management Outside Business Activities Policy for further details.

H. Administration

All Access Persons must be presented with a copy of this Code upon commencement of employment and any amendments 1. thereafter.

All Access Persons are required to read this Code and to acknowledge in writing that they have read, understood and agreed to 2. abide by this Code, upon commencement of employment and on an annual basis thereafter. In addition, Access Persons are required to read and understand any amendments thereto.

3. All Access Persons are required to provide to and maintain with GCCM Compliance a list of their Covered Accounts.

4. Access Persons who violate the rules of this Code are subject to sanctions (see Section C 10).

Nothing contained in this Code shall be interpreted as relieving any Access Person from acting in accordance with the provisions of 5. any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of Access Persons.

20 | Page

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If any Access Person has any question with regard to the applicability of the provisions of this Code generally or with regard to any 6. personal investment transaction, he or she should consult with GCCM Compliance.

GCCM Compliance may grant exceptions to the requirements of this Code based upon individual facts and circumstances. 7. Exceptions granted will be documented and retained in accordance with record-keeping requirements. Exceptions will not serve as precedent for additional exceptions, even under similar circumstances.

8. GCCM Compliance is responsible for ensuring that Access Persons receive appropriate training regarding the Code.

GCCM Compliance will review the Code not less than annually to ensure that it continues to be reasonably designed to address 9. conflicts that may arise from the personal investment activities of Access Persons.

I. Recordkeeping

GCCM shall maintain the following records:

1. A copy of this Code and any prior versions of the Code, which have been in effect within the previous five years.

Any record of any violation of this Code and any action taken as a result of the violation. These records shall be maintained in an 2. easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

A copy of each report made by an Access Person as required by this Code, including any information provided in lieu of the 3. monthly reports. These records shall be maintained for a period of at least five years after the end of the fiscal year in which the report is made or the information provided, the first two years of which in an easily accessible place.

A record of all persons, currently or within the past five years, who are or were required to make reports under this Code, or who 4. are or were responsible for reviewing these reports. These records shall be maintained in an easily accessible place.

A copy of each decision to approve an acquisition by an Access Person of any Private Placement. These records must be 5. maintained for at least five years after the end of the fiscal year in which the approval is granted.

6. A copy of the training record in respect of this Code.

21 | Page

By this instrument, each trustee of TIP whose name and signature appears below, constitutes and appoints each of Richard J. Flannery, Richelle S. Maestro and Dawn I. Lezon his/her attorney-in-fact, each with power of substitution, in any and all capacities, for the sole purpose of executing such registration statements and any and all amendments thereto for TIP as such designee may deem necessary and appropriate and to file the same with exhibits thereto and other documents in connection therewith as may be reasonably necessary and appropriate, with the Securities and Exchange Commission and any other federal or state government agency or body, and hereby ratifies and confirms all that each said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue of this instrument.

December 13, 2016

/s/ Mark L. Baumgartner Mark L. Baumgartner

/s/ Craig R. Carnaroli Craig R. Carnaroli

/s/ William F. McCalpin William F. McCalpin

/s/ Amy B. Robinson Amy B. Robinson