N-CSRS 1 a2162684zn-csrs.txt N-CSRS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-08234 -------------------------------------------- TIFF Investment Program, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 590 Peter Jefferson Parkway, Suite 250, Charlottesville, VA 22911 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Richard J. Flannery President and Principal Executive Officer TIFF Advisory Services, Inc. 590 Peter Jefferson Parkway, Charlottesville, VA 22911 -------------------------------------------------------------------------------- (Name and address of agent for service) with a copy to: Jack Murphy, Esq. Dechert LLP 1775 I Street, N.W., Washington, D.C. 20006-2401 -------------------------------------------------------------------------------- Registrant's telephone number, including area code: 434-817-8200 ----------------------------- Date of fiscal year end: 12/31/2005 -------------------------- Date of reporting period: 1/1/2005 - 6/30/2005 ------------------------ ITEM 1. REPORTS TO STOCKHOLDERS. -------------------------------------------------------------------------------- SEMI-ANNUAL REPORT [LOGO] JUNE 30, 2005 (UNAUDITED) A Report of the TIFF INVESTMENT PROGRAM ABOUT TIFF The Investment Fund for Foundations (TIFF) is a non-profit cooperative founded in 1991 by a nationwide network of foundations. Its mission is to seek to improve the investment returns of eligible organizations by making available to them (1) a series of multi-manager investment vehicles designed to meet the long-term investment needs of endowed charities and (2) resources aimed at enhancing fiduciaries' knowledge of investing. TIFF MUTUAL FUNDS The TIFF Investment Program, Inc. (TIP) comprises a family of multi-manager, no-load mutual funds open to foundations, endowments, 501(c)(3) organizations, and certain other non-profit organizations. TIP consists of five mutual funds at present: Multi-Asset Fund (MAF), International Equity Fund (IEF), US Equity Fund (USEF), Government Bond Fund (GBF), and Short-Term Fund (STF). TIFF Advisory Services, Inc. (TAS) serves as the investment advisor to the funds. All of the TIFF mutual funds enable member organizations to delegate to TAS responsibility for the time-intensive task of selecting money managers and other vendors. MAF goes beyond this by providing members with an opportunity to also delegate to TAS responsibility for the all-important task of asset allocation within the marketable investments sector. FINANCIAL STATEMENTS TIP is pleased to provide this Semi-Annual Report for June 30, 2005. Additional discussion of the performance of the mutual funds described herein has been provided to members via the TIFF MARKETABLE INVESTMENTS quarterly reports. FOR FURTHER INFORMATION As always, we would welcome the opportunity to discuss any aspect of TIFF's services as well as answer any questions about these financial reports. For further information about TIFF, please call us at 434-817-8200 or visit our Website at www.tiff.org. AUGUST 29, 2005 CONTENTS TIFF Multi-Asset Fund / / Schedule of Investments....................... 3 TIFF International Equity Fund / / Schedule of Investments....................... 13 TIFF US Equity Fund / / Schedule of Investments....................... 18 TIFF Government Bond Fund / / Schedule of Investments....................... 21 TIFF Short-Term Fund / / Schedule of Investments....................... 22 Statements of Assets and Liabilities.............. 23 Statements of Operations.......................... 25 Statements of Changes in Net Assets............... 27 Statement of Cash Flows........................... 30 Financial Highlights.............................. 31 Notes to Financial Statements..................... 36 Fund Expenses..................................... 51 Additional Information............................ 52 Approval of the Investment Advisory and Money Manager Agreements.............................. 53 Directors and Principal Officers.................. 61
-------------------------------------------------------------------------------- Copyright -C- 2005 / / All rights reserved / / This report may not be reproduced or distributed without written permission from TIFF. (This page intentionally left blank) 2 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + COMMON STOCKS -- 48.2% US COMMON STOCKS -- 23.5% AEROSPACE AND DEFENSE -- 0.4% 33,600 Boeing Co. $2,217,610 8,700 Lockheed Martin Corp. 564,369 8,200 Northrop Grumman Corp. 453,050 3,200 Textron, Inc. 242,720 ------------ 3,477,749 ------------ AIRLINES -- 0.1% 55,300 AMR Corp.* 669,683 44,400 Northwest Airlines Corp.* 202,464 ------------ 872,147 ------------ AUTOMOTIVE -- 0.0% 29,900 Ford Motor Co. 306,176 ------------ BANKING -- 0.2% 6,500 Comerica, Inc. 375,700 6,600 PNC Financial Services Group, Inc. 359,436 5,400 UnionBanCal Corp. 361,368 8,900 Wells Fargo Corp. 548,062 ------------ 1,644,566 ------------ BEVERAGES, FOOD, AND TOBACCO -- 0.7% 29,300 Altria Group, Inc. 1,894,538 66,700 Anheuser-Busch Companies, Inc. 3,051,525 6,900 General Mills, Inc. 322,851 2,900 Hershey Foods Corp. 180,090 12,100 Pepsi Bottling Group, Inc. 346,181 4,400 Pepsico, Inc. 237,292 ------------ 6,032,477 ------------ CHEMICALS -- 0.2% 12,200 Dow Chemical Co. 543,266 14,700 The Scotts Miracle-Gro Company* 1,046,787 ------------ 1,590,053 ------------ COMMERCIAL SERVICES -- 0.3% 10,100 Cendant Corp. 225,937 7,200 H & R Block, Inc. 420,120 4,000 Learning Tree International, Inc.* 48,080 32,000 Viad Corp. 906,880 32,300 Waste Management, Inc. 915,382 ------------ 2,516,399 ------------ COMMUNICATIONS -- 0.8% 139,100 American Tower Corp., Class A* 2,923,882 11,100 Corning, Inc.* 184,482 403,000 Lucent Technologies, Inc.* 1,172,730 61,500 Nextel Communications, Inc., Class A* 1,987,065 17,700 Verizon Communications Corp. 611,535 ------------ 6,879,694 ------------ COMPUTER SOFTWARE AND PROCESSING -- 1.1% 6,100 Adobe Systems, Inc. 174,582 4,600 Autodesk, Inc. 158,102 4,700 Computer Sciences Corp.* 205,390 4,700 Fiserv, Inc.* 201,865 48,600 IMS Health, Inc. 1,203,822 4,100 Intuit, Inc.* 184,951 NUMBER OF SHARES VALUE + 200,700 Microsoft Corp. $4,985,388 155,800 Oracle Corp.* 2,056,560 ------------ 9,170,660 ------------ COMPUTERS AND INFORMATION -- 0.6% 4,700 Apple Computer, Inc.* 173,007 51,700 Cisco Systems, Inc.* 987,987 20,700 Dell, Inc.* 817,857 31,100 Hewlett-Packard Co. 731,161 5,700 International Business Machines Corp. 422,940 262,400 Sun Microsystems, Inc.* 978,752 98,500 Xerox Corp.* 1,358,315 ------------ 5,470,019 ------------ COSMETICS AND PERSONAL CARE -- 0.1% 9,100 Estee Lauder Companies, Inc., Class A 356,083 2,900 Procter & Gamble Co. 152,975 ------------ 509,058 ------------ DIVERSIFIED -- 0.5% 475 Berkshire Hathaway Inc., Class B* 1,322,163 97,500 General Electric Co. 3,378,375 ------------ 4,700,538 ------------ ELECTRIC UTILITIES -- 0.2% 3,800 Constellation Energy Group, Inc. 219,222 12,800 Edison International 519,040 4,400 FirstEnergy Corp. 211,684 5,800 TXU Corp. 481,922 ------------ 1,431,868 ------------ ELECTRONICS -- 0.2% 38,180 Agere Systems, Inc.* 457,778 58,700 Intel Corp. 1,529,722 6,500 Texas Instruments, Inc. 182,455 ------------ 2,169,955 ------------ ENTERTAINMENT AND LEISURE -- 0.4% 99,900 Blockbuster, Inc., Class A 909,090 19,000 International Speedway Corp., Class A 1,068,940 121,000 Liberty Media Corp., Class A* 1,232,990 8,900 Mattel, Inc. 162,870 ------------ 3,373,890 ------------ FINANCIAL SERVICES -- 3.4% 54,300 American Express Co. 2,890,389 56,000 Bank of America Corp. 2,554,160 3,300 Bear, Stearns & Co., Inc. 343,002 6,000 CIT Group, Inc. 257,820 88,400 Citigroup, Inc. 4,086,732 12,600 Countrywide Financial Corp. 486,486 8,400 Extra Space Storage, Inc. REIT 120,372 52,300 Extra Space Storage, Inc. REIT(a)(b) 749,459 8,700 Goldman Sachs Group, Inc. 887,574 51,200 JP Morgan Chase & Co., Inc. 1,808,384 13,300 KeyCorp 440,895 36,700 KKR Financial Corp. REIT* 917,500 5,600 Lehman Brothers Holdings, Inc. 555,968 29,200 Maguire Properties, Inc. REIT 827,528 98,200 MBNA Corp. 2,568,912 113,400 Mellon Financial Corp. 3,253,446 10,700 Merrill Lynch & Co. 588,607 32,000 Moody's Corp. 1,438,720 49,700 Morgan Stanley 2,607,759
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NUMBER OF SHARES VALUE + 71,400 People's Choice Financial Corp. (144A)*(a)(b)(c){::} $646,170 26,500 Ventas, Inc. REIT 800,300 13,900 Washington Mutual, Inc. 565,591 ------------ 29,395,774 ------------ FOREST PRODUCTS AND PAPER -- 0.3% 5,100 Georgia-Pacific Group 162,180 65,900 International Paper Co. 1,990,839 3,100 Kimberly-Clark Corp. 194,029 ------------ 2,347,048 ------------ HEALTHCARE PROVIDERS -- 0.1% 8,100 HCA, Inc. 459,027 3,600 Quest Diagnostics, Inc. 191,772 ------------ 650,799 ------------ HEAVY CONSTRUCTION -- 0.1% 39,660 Comstock Homebuilding Cos., Inc., Class A* 960,565 ------------ HEAVY MACHINERY -- 0.1% 3,300 Caterpillar, Inc. 314,523 7,200 Deere & Co. 471,528 6,400 Paccar, Inc. 435,200 ------------ 1,221,251 ------------ HOME CONSTRUCTION, FURNISHINGS, AND APPLIANCES -- 0.4% 2,700 Centex Corp. 190,809 11,100 D.R. Horton, Inc. 417,471 5,300 Lennar Corp., Class A 336,285 76,200 Levitt Corp., Class A 2,279,904 ------------ 3,224,469 ------------ HOUSEHOLD PRODUCTS -- 0.0% 7,300 The Clorox Co. 406,756 ------------ INSURANCE -- 0.5% 6,800 Aetna, Inc. 563,176 10,300 Allstate Corp. 615,425 13,000 MBIA Inc. 771,030 15,500 Mercury General Corp. 845,060 8,200 MetLife, Inc. 368,508 7,900 MGIC Investment Corp. 515,238 8,700 Principal Financial Group, Inc. 364,530 5,300 The Progressive Corp. 523,693 ------------ 4,566,660 ------------ LODGING -- 0.8% 89,700 Hilton Hotels Corp. 2,139,345 47,300 Las Vegas Sands Corp.* 1,690,975 6,800 Marriott International, Inc. Class A 463,896 45,100 Starwood Hotels & Resorts Worldwide, Inc. 2,641,507 ------------ 6,935,723 ------------ MEDIA - BROADCASTING AND PUBLISHING -- 1.3% 4,600 Clear Channel Communications, Inc. 142,278 37,400 Comcast Corp., Class A* 1,120,130 15,700 Dow Jones & Co., Inc. 556,565 2,300 Gannett Co., Inc. 163,599 56,515 Hollinger International, Inc. 565,715 58,867 Liberty Global, Inc., Class A* 2,747,323 10,800 McGraw-Hill Companies, Inc. 477,900 284,900 Primedia, Inc.* 1,153,845 NUMBER OF SHARES VALUE + 20,700 Viacom, Inc., Class A $666,954 103,600 Viacom, Inc., Class B 3,317,272 ------------ 10,911,581 ------------ MEDICAL SUPPLIES -- 0.1% 16,400 Baxter International, Inc. 608,440 2,900 Becton, Dickinson & Co. 152,163 ------------ 760,603 ------------ METALS -- 0.0% 1,700 Phelps Dodge Corp. 157,250 ------------ METALS AND MINING -- 1.1% 179,800 Alcoa, Inc. 4,698,174 23,300 Apex Silver Mines Ltd.* 320,142 27,100 CONSOL Energy, Inc. 1,452,018 34,100 Freeport-McMoRan Copper & Gold, Inc., Class B 1,276,704 45,300 Massey Energy Co. 1,708,716 7,800 Nucor Corp. 355,836 ------------ 9,811,590 ------------ OIL AND GAS -- 3.5% 19,842 Anadarko Petroleum Corp. 1,630,020 16,900 Baker Hughes, Inc. 864,604 21,600 Burlington Resources, Inc. 1,193,184 53,600 Chevron Corp. 2,997,312 39,400 ConocoPhillips 2,265,106 19,200 Devon Energy Corp. 973,056 49,400 EOG Resources, Inc. 2,805,920 12,900 Equitable Resources, Inc. 877,200 68,060 Exxon Mobil Corp. 3,911,408 19,475 Global Santa Fe Corp. 794,580 23,400 Halliburton Co. 1,118,988 7,100 Marathon Oil Corp. 378,927 26,400 Newfield Exploration Co.* 1,053,096 13,500 Noble Energy, Inc. 1,021,275 16,300 Transocean, Inc.* 879,711 53,200 Valero Energy Corp. 4,208,652 25,200 Western Gas Resources, Inc. 879,480 69,366 XTO Energy, Inc. 2,357,750 ------------ 30,210,269 ------------ PHARMACEUTICALS -- 1.6% 7,000 Abbott Laboratories 343,070 12,500 Amgen, Inc.* 755,750 28,300 Bristol-Myers Squibb Co. 706,934 9,100 Cardinal Health, Inc. 523,978 16,000 Johnson & Johnson 1,040,000 12,100 McKesson Corp. 541,959 5,000 Merck & Co., Inc. 154,000 163,000 Pfizer, Inc. 4,495,540 89,700 Schering-Plough Corp. 1,709,682 72,900 Wyeth 3,244,050 ------------ 13,514,963 ------------ REAL ESTATE -- 2.4% 81,300 American Campus Communities, Inc. (REIT) 1,843,884 86,700 Amerivest Properties, Inc. (REIT) 361,539 39,400 BioMed Realty Trust, Inc. (REIT) 939,690 36,400 BNP Residential Properties, Inc. (REIT) 582,400 59,900 Digital Realty Trust, Inc. (REIT) 1,039,864 80,200 Education Realty Trust, Inc. (REIT) 1,467,660 20,200 Forest City Enterprises, Inc., Class A 1,434,200
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NUMBER OF SHARES VALUE + 62,800 Glenborough Realty Trust, Inc. (REIT) $1,293,052 111,500 Gramercy Capital Corp. (REIT)(a)(b)(c) 2,719,262 200 Mack-Cali Realty Corp. (REIT) 9,060 36,400 Mills Corp. (The) (REIT) 2,212,756 102,400 Omega Healthcare Investors, Inc. (REIT) 1,316,864 28,900 ProLogis Trust (REIT) 1,162,936 18,700 St. Joe Co. (The) 1,524,798 66,300 Sunstone Hotel Investors, Inc. (REIT) 1,608,438 64,000 U-Store-It Trust (REIT) 1,219,200 ------------ 20,735,603 ------------ RESTAURANTS -- 0.0% 8,600 Yum! Brands, Inc. 447,888 ------------ RETAILERS -- 1.3% 54,000 99 Cents Only Stores* 686,340 14,900 Amazon.com, Inc.* 492,892 3,800 Best Buy Co., Inc. 260,490 76,000 Costco Wholesale Corp. 3,406,320 6,900 Federated Department Stores, Inc. 505,632 19,500 Home Depot, Inc. 758,550 24,500 Kroger Co.* 466,235 8,200 Limited Brands 175,644 6,000 Nordstrom, Inc. 407,820 19,800 Safeway, Inc. 447,282 7,000 The May Department Stores Co. 281,120 66,300 Wal-Mart Stores, Inc. 3,195,660 ------------ 11,083,985 ------------ TELEPHONE SYSTEMS -- 0.4% 27,100 ALLTEL Corp. 1,687,788 15,900 BellSouth Corp. 422,463 78,100 Level 3 Communications, Inc.* 157,762 45,300 Qwest Communications International, Inc.* 168,063 39,800 SBC Communications, Inc. 945,250 ------------ 3,381,326 ------------ TEXTILES, CLOTHING, AND FABRICS -- 0.0% 6,100 Coach, Inc.* 204,777 2,700 Nike Inc., Class B 233,820 ------------ 438,597 ------------ TRANSPORTATION -- 0.3% 29,700 Burlington Northern Santa Fe Corp. 1,398,276 50,500 Kansas City Southern* 1,019,090 16,400 Sabre Holdings Corp. 327,180 ------------ 2,744,546 ------------ Total US Common Stocks (Cost $179,577,458) 204,052,495 ------------ FOREIGN COMMON STOCKS -- 24.7% AUSTRALIA -- 1.4% 288,217 Alumina Ltd. 1,216,523 320,828 Amcor Ltd. 1,629,966 22,336 Australia and New Zealand Banking Group Ltd. 368,873 12,000 Caltex Australian Ltd. 144,750 169,811 Coles Myer Ltd. 1,192,147 415,273 Foster's Group Ltd. 1,680,153 20,000 Iluka Resources Ltd. 114,795 115,061 National Australia Bank Ltd. 2,690,764 22,000 Rinker Group Ltd. 232,570 73,442 Santos Ltd. 631,977 NUMBER OF SHARES VALUE + 478,284 Telstra Corp. Ltd. $1,842,452 6,565 WMC Resources Ltd. 39,083 ------------ 11,784,053 ------------ BELGIUM -- 0.3% 2,562 Electrabel SA 1,119,186 59,000 Fortis* 1,630,421 ------------ 2,749,607 ------------ BERMUDA -- 0.6% 5,500 Ingersoll Rand Co. 392,425 148,200 Jardine Matheson Holdings, Ltd. 2,623,140 178,500 Jardine Strategic Holdings, Ltd. 1,820,700 ------------ 4,836,265 ------------ BRAZIL -- 0.8% 6,960,000 Cia de Saneamento Basico do Estado de Sao Paulo 417,011 19,200 Cia Siderurgica Nacional SA - Sponsored ADR+ 310,080 38,543 Cia Vale do Rio Doce - ADR 1,128,539 122,500 Cia Vale do Rio Doce - Sponsored ADR+ 3,111,500 32,700 Petroleo Brasileiro SA - ADR 1,704,651 52,700 Votorantim Celulose Papel SA - ADR 637,670 ------------ 7,309,451 ------------ CANADA -- 3.7% 200,400 Abitibi-Consolidated, Inc. - New York Stock Exchange 897,792 61,300 Abitibi-Consolidated, Inc. - Toronto Stock Exchange 273,267 8,400 ACE Aviation Holdings, Inc., Class A* 273,302 43,900 Agrium, Inc. 858,072 22,000 Alcan, Inc. 660,647 21,500 BCE, Inc. 509,063 584,700 Bombardier, Inc., Class B 1,245,972 8,500 Brascan Corp., Class A 324,360 60,600 Cameco Corp. 2,711,850 3,750 Canadian National Railway Co. 216,188 12,000 Canadian Natural Resources Ltd. 436,560 125,000 Canadian Natural Resources Ltd. - Toronto Stock Exchange 4,531,352 53,100 Domtar, Inc. 392,787 95,500 Encana Corp. - Toronto Stock Exchange 3,768,383 10,100 Fairmont Hotels & Resorts, Inc. 350,136 22,700 Imperial Oil Ltd. - Toronto Stock Exchange 1,890,802 3,100 Inco Ltd. 117,025 1,700 Magna International, Inc. 119,578 409,900 Nortel Networks Corp.* 1,067,587 3,800 Novelis, Inc. 96,396 20,071 Petro-Canada 1,306,876 43,500 Placer Dome, Inc. 669,030 49,900 Rogers Communications, Inc., Class B 1,637,802 46,484 Suncor Energy, Inc. 2,198,198 96,700 Talisman Energy - Toronto Stock Exchange 3,623,881 89,487 Western Oil Sands, Inc., Class A* 1,738,158 ------------ 31,915,064 ------------ CAYMAN ISLANDS -- 0.0% 10,900 Seagate Technology, Inc.* 191,295 ------------ CHINA -- 0.3% 20,500 Aluminum Corp. of China Ltd. 1,126,885 20,800 China Petroleum & Chemical Corp. - ADR 816,128
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NUMBER OF SHARES VALUE + 1,800,000 China Telecom Corp. $648,373 212,000 Tsingtao Brewery Co. Ltd. 227,728 ------------ 2,819,114 ------------ DENMARK -- 0.1% 4,800 Coloplast A/S, Class B 278,784 13,333 Vestas Wind Systems A/S* 220,148 5,700 William Demant Holding A/S* 283,365 ------------ 782,297 ------------ FINLAND -- 0.3% 23,400 Metso Oyj 508,864 38,430 M-real Oyj, Class B 208,131 40,300 Sampo Oyj, Class A 628,235 10,300 Tietoenator Oyj 312,264 63,268 UPM-Kymmeme Oyj 1,213,398 ------------ 2,870,892 ------------ FRANCE -- 1.2% 28,500 Alcatel SA* 310,865 3,700 Atos Origin SA* 234,065 13,200 AXA SA 328,412 6,700 BNP Paribas 458,262 8,700 Carrefour SA 420,000 9,100 Compagnie de Saint-Gobain 503,094 4,200 Groupe Danone 368,399 4,504 Sanofi-Aventis 368,889 163,400 Scor SA* 327,725 8,879 Societe Generale, Class A 899,755 6,200 Thales SA 251,352 11,004 Total SA 2,578,003 25,700 Total SA - Sponsored ADR+ 3,003,045 ------------ 10,051,866 ------------ GERMANY -- 0.8% 9,500 BASF AG 629,920 52,859 Bayer AG 1,758,764 37,908 Bayerische Hypo-und Vereinsbank AG* 986,310 8,400 Bayerische Motoren Werke AG 382,347 11,200 Deutsche Post AG 261,622 5,100 E.ON AG 452,966 8,200 Fresenius Medical Care AG 700,288 26,928 RWE AG 1,731,438 ------------ 6,903,655 ------------ HONG KONG -- 0.9% 59,000 Asia Satellite Telecom Holdings Ltd. 103,327 958,000 First Pacific Co. Ltd.* 341,281 154,000 Henderson Land Development Co. Ltd. 735,573 80,000 Hong Kong Aircraft Engineering Co. Ltd. 514,275 276,700 Hong Kong Electric Holdings Ltd. 1,261,248 158,000 Hong Kong Exchanges & Clearing Ltd. 408,133 355,145 Hong Kong Shanghai Hotels Ltd. 368,917 292,412 Hysan Development Co. Ltd. 606,453 731,000 i-Cable Communications Ltd. 241,964 174,000 Mandarin Oriental International Ltd. 165,300 1,039,765 New World Development Ltd. 1,271,625 234,000 Next Media Ltd.* 108,968 118,000 Silver Grant International Ltd. 37,571 298,000 SmarTone Telecommunications Holdings Ltd. 327,522 150,000 Television Broadcasts Ltd. 846,825 272,000 Wheelock & Co. Ltd. 437,582 ------------ 7,776,564 ------------ NUMBER OF SHARES VALUE + INDONESIA -- 0.2% 341,000 PT Astra International TBK $442,563 8,220,367 PT Bank Pan Indonesia TBK 394,261 185,000 PT Gudang Garam TBK 239,543 172,000 PT Hero Supermarket TBK* 52,869 1,487,000 PT Indofood Sukses Makmur TBK 167,592 1,706,000 PT Matahari Putra Prima TBK 102,964 166,000 PT Semen Gresik TBK 326,536 ------------ 1,726,328 ------------ IRELAND -- 0.1% 101,500 Eircom Group plc 226,388 55,400 Fyffes plc 165,405 123,900 Independent News & Media plc 380,952 ------------ 772,745 ------------ ITALY -- 0.4% 265,612 Banca Intesa SpA 1,212,153 7,324 FASTWEB* 315,366 50,600 Fiat SpA* 367,056 23,200 Luxottica Group SpA - ADR 477,688 4,400 Natuzzi SpA - Sponsored - ADR+ 35,816 44,500 Saipem SpA 598,422 68,100 Unicredito Italiano SpA 358,444 ------------ 3,364,945 ------------ JAPAN -- 2.2% 2,900 Aisin Seiki Co. Ltd. 62,716 11,000 Alfresa Holdings Corp. 491,382 38,000 Bank of Fukuoka Ltd. (The) 224,530 30,400 Canon, Inc. 1,593,767 50,000 Chiba Bank Ltd. (The) 328,274 14,000 Dai Nippon Printing Co. Ltd. 225,162 12,000 Daifuku Co. Ltd. 113,641 88 East Japan Railway Co. 451,539 11,600 FamilyMart Co. Ltd. 332,317 13,000 Fuji Photo Film Co. Ltd. 423,308 4,600 Fujitsu Frontech Ltd. 56,003 44,000 Hitachi Ltd. 266,672 11,400 Isetan Co. Ltd. 143,310 10,000 Ito-Yokado Co. Ltd. 330,102 32 Japan Tobacco, Inc. 426,861 11,000 JS Group Corp. 186,392 12,000 Kao Corp. 282,985 129,000 Kawasaki Heavy Industries Ltd. 246,687 20,000 Kinden Corp. 147,696 43,000 Kirin Brewery Co. Ltd. 416,448 14,000 Matsushita Electric Industries Co. 212,620 40,114 Matsushita Electric Works Ltd. 333,290 17,000 Mitsubishi Corp. 230,166 11,000 Mitsubishi Gas Chemical Co., Inc. 56,163 34 Mizuho Financial Group, Inc. 154,029 17,000 NGK Insulators Ltd. 165,070 3,200 Nintendo Co. Ltd. 333,642 13,000 Nippon Meat Packers, Inc. 150,804 10,000 Nippon Mining Holdings, Inc. 56,575 49,000 Nippon Oil Corp. 332,106 32,000 Nippon Suisan Kaisha Ltd. 120,236 79 Nippon Telegraph and Telephone Corp. 338,904 10,000 Nisshinbo Industries, Inc. 81,602 10,000 Noritake Co. Ltd. 43,381 278 NTT DoCoMo, Inc. 409,041 14,000 Onward Kashiyama Co. Ltd. 177,033
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NUMBER OF SHARES VALUE + 3,000 Ryosan Co. Ltd. $71,628 5,000 Sankyo Co. Ltd. 231,836 6,000 SECOM Co. Ltd. 257,258 24,000 Sekisui House Ltd. 242,794 40,000 Shimizu Corp. 186,626 14,000 Shiseido Co. Ltd. 176,609 16,000 Sompo Japan Insurance, Inc. 160,896 6,400 Sony Corp. 220,630 23,000 Sumitomo Electric Industries Ltd. 233,780 19,000 Sumitomo Forestry Co. Ltd. 183,584 19,000 Sumitomo Metal Mining Co. Ltd. 129,685 69 Sumitomo Mitsui Financial Group, Inc. 465,290 59,000 Sumitomo Trust & Banking Co. Ltd. 357,866 25,000 Taiyo Nippon Sanso Corp. 126,965 41,600 Takeda Pharmaceutical Co. Ltd. 2,058,643 32,000 Tanabe Seiyaku Co. Ltd. 308,832 20,000 Tokyo Broadcasting System, Inc. 329,885 13,300 Tokyo Electric Power Co., Inc. 317,467 121,000 Tokyo Gas Co. Ltd. 452,180 3,000 Tokyo Ohka Kogyo Co. Ltd. 63,082 14,200 Toppan Forms Co. Ltd. 158,980 3,000 Toyo Seikan Kaisha Ltd. 47,272 42,200 Toyota Motor Corp. 1,510,113 47 West Japan Railway Co. 161,391 6,000 Yamaha Motor Co. Ltd. 109,311 6,000 Yamatake Corp. 99,131 48,000 Yokohama Bank Ltd. 276,012 ------------ 18,882,200 ------------ LUXEMBOURG -- 0.1% 31,800 Arcelor SA 620,878 ------------ MALAYSIA -- 0.4% 22,800 British American Tobacco Berhad 250,376 106,000 Carlsberg Brewery Malaysia Berhad 153,421 217,000 CIMB Berhad 331,305 191,000 Commerce Asset-Holding Berhad 253,647 166,000 Kumpulan Guthrie Berhad 98,266 100,000 Malaysian Airlines System Berhad 92,225 362,900 Maxis Communications Berhad 926,350 369,000 Multi-Purpose Holdings Berhad* 90,827 250,000 Resorts World Berhad 624,071 121,000 Telekom Malaysia Berhad 317,930 ------------ 3,138,418 ------------ MEXICO -- 0.0% 700 America Movil SA de CV 41,727 248,900 Grupo Continental SA 410,046 1,600 Telefonos de Mexico SA de CV, Class L - ADR 30,224 ------------ 481,997 ------------ NETHERLANDS -- 1.5% 15,175 Heineken NV 467,700 60,132 ING Groep NV 1,692,424 40,800 Koninklijke (Royal) KPN NV - Amsterdam Exchange 341,874 19,600 Koninklijke (Royal) Philips Electronics NV - Amsterdam Exchange 493,071 4,092 Koninklijke Boskalis Westminster NV 159,480 65,139 Mittal Steel Co. NV, Class A - New York Stock Exchange 1,546,400 120,268 Reed Elsevier NV 1,672,060 NUMBER OF SHARES VALUE + 68,745 Royal Dutch Petroleum Co. - Amsterdam Exchange $4,475,969 25,100 Royal Dutch Petroleum Co. - New York Stock Exchange 1,628,990 7,400 Royal Nedlloyd NV 502,585 9,842 Wolters Kluwer NV 187,790 ------------ 13,168,343 ------------ NEW ZEALAND -- 0.2% 93,722 Carter Holt Harvey Ltd. 148,372 298,525 Telecom Corporation of New Zealand Ltd. 1,247,004 ------------ 1,395,376 ------------ NORWAY -- 0.0% 30,600 DNB NOR ASA 317,316 3,200 Schibsted ASA 87,828 ------------ 405,144 ------------ PANAMA -- 0.1% 34,600 Banco Latinoamericano de Exportaciones SA 621,070 ------------ PHILIPPINES (THE) -- 0.3% 522,000 ABS-CBN Broadcasting Corp. - PDR 97,728 177,976 Ayala Corp. 1,002,458 358,000 Banco de Oro Universal Bank 201,645 57,400 Globe Telecom, Inc. 821,216 376,000 Jollibee Foods Corp. 194,600 ------------ 2,317,647 ------------ POLAND -- 0.1% 15,504 Bank Pekao SA 666,953 ------------ RUSSIA -- 0.2% 53,080 Lukoil Oil Co. - ADR 1,952,282 ------------ SINGAPORE -- 0.3% 627,000 BIL International Ltd. 445,474 69,000 Great Eastern Holdings Ltd. 588,870 26,000 Overseas Union Enterprise Ltd. 140,000 158,400 Overseas-Chinese Banking Corp. Ltd. 1,088,074 349,000 SembCorp Marine Ltd. 541,869 349,000 United Industrial Corp. 205,675 ------------ 3,009,962 ------------ SOUTH AFRICA -- 1.1% 42,839 Anglo American Platinum Corp. Ltd. 1,903,201 20,856 Anglo American plc - Johannesburg Exchange 488,988 31,174 Anglo American plc - London Exchange 731,951 178,517 FirstRand Ltd. 370,915 77,133 Gold Fields Ltd. 877,227 9,519 Impala Platinum Holdings Ltd. 849,462 40,800 JD Group Ltd. 392,647 48,804 Nedbank Group Ltd. 543,178 4,700 Pretoria Portland Cement Co. Ltd. 161,924 210,300 RMB Holdings Ltd. 701,150 47,633 Sasol Ltd. 1,285,433 78,100 Sun International Ltd. 721,584 91,100 Venfin Ltd. 390,801 ------------ 9,418,461 ------------ SOUTH KOREA -- 0.1% 430 Hyundai Motor Co. Ltd. 23,774 730 Kookmin Bank 33,257 460 Korea Electric Power Corp. 14,127
7 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + 23,500 Korea Gas Corp. $674,190 100 POSCO 17,626 80 Samsung Electronics Co. Ltd. 37,940 ------------ 800,914 ------------ SPAIN -- 1.0% 6,700 Acciona SA 662,764 38,200 Acerinox SA 519,087 43,500 Banco Popular Espanol SA 526,106 143,834 Banco Santander Central Hispanoamer SA 1,661,505 66,197 Iberdrola SA 1,741,341 12,180 NH Hoteles SA 166,763 2,300 Prosegur Cia de Seguridad SA 48,510 30,600 Repsol SA - Sponsored ADR+ 768,978 8,480 Sogecable SA* 300,826 141,788 Telefonica SA 2,316,040 6,800 Viscofan SA 64,880 ------------ 8,776,800 ------------ SWEDEN -- 0.2% 25,300 Assa Abloy AB 324,690 5,600 Hoganas AB, Class B 149,972 7,500 Svenska Cellulosa AB 239,740 25,200 Svenska Handelsbanken AB, Class A 513,710 187,700 Telefonaktiebolaget LM Ericsson, Class B 599,866 ------------ 1,827,978 ------------ SWITZERLAND -- 0.2% 5,900 Adecco SA 267,923 16,200 Compagnie Financiere Richemont AG 543,185 290 Geberit AG 185,359 6,080 Logitech International SA* 195,532 11,900 Novartis AG 565,390 400 Publigroupe SA 109,066 ------------ 1,866,455 ------------ TAIWAN -- 0.1% 43,000 Asustek Computer, Inc. 121,591 134,200 Asustek Computer, Inc. - GDR 373,076 ------------ 494,667 ------------ THAILAND -- 0.5% 589,700 Advanced Information Service Public Co. Ltd. 1,398,611 224,000 GMM Grammy Public Co. Ltd. 68,306 321,000 Kasikornbank Public Co. Ltd.* 441,637 108,000 MBK Public Co. Ltd. 125,460 327,000 National Finance Public Co. Ltd. 101,297 103,700 Siam Cement Public Co. Ltd. 606,297 168,100 Siam Cement Public Co. Ltd. - NVDR 927,561 84,000 Siam Commercial Bank Public Co. Ltd. 95,547 923,700 Thai Union Frozen Products Public Co. Ltd. - NVDR 614,757 ------------ 4,379,473 ------------ UNITED KINGDOM -- 5.0% 60,400 Amvescap plc 358,427 48,300 Arriva plc 470,757 53,500 Associated British Ports Holdings plc 470,240 89,176 Aviva plc 990,471 40,200 BAA plc 445,938 144,300 BAE Systems plc 738,993 64,400 Barclays plc 639,268 287,544 BG Group plc 2,357,477 NUMBER OF SHARES VALUE + 66,199 BOC Group plc $1,187,007 198,518 Boots Group plc 2,161,479 289,108 BP plc 3,007,609 57,100 BP plc - ADR 3,561,898 253,105 Brambles Industries plc 1,381,669 57,800 BT Group plc 237,275 10,889 Bunzl plc 100,224 205,300 Cable & Wireless Communications plc 546,230 52,400 Capita Group plc 344,367 7,800 Carnival plc 443,181 79,500 Compass Group plc 333,652 35,000 Devro plc 81,537 44,800 Diageo plc 658,582 98,900 Enodis plc* 203,678 17,200 Enterprise Inns plc 256,314 7,000 Filtrona plc* 30,490 229,200 GKN plc 1,055,260 114,373 GlaxoSmithKline plc 2,760,705 54,500 Hanson plc 522,364 78,600 Hays plc 182,448 143,579 HBOS plc 2,210,477 55,000 Hilton Group plc 281,069 75,600 ICAP plc 401,455 22,100 Intertek Testing Services plc 277,003 833,200 Invensys plc* 155,574 131,000 ITV plc 288,346 308,969 Lloyds TSB Group plc 2,612,725 1,079,000 MyTravel Group plc, Class A* 112,175 220,900 Pilkington plc 472,521 25,000 Provident Financial plc 321,724 16,300 Reckitt Benckiser plc 479,124 59,000 Reed Elsevier plc 563,531 20,400 Rexam plc 176,157 24,200 Rio Tinto plc 737,108 116,100 Sage Group plc (The) 463,668 102,400 Shell Transport & Trading Co. plc 992,388 22,300 Shell Transport & Trading Co. plc - ADR 1,294,738 21,400 Smiths Group plc 352,075 172,200 Stagecoach Group plc 363,044 58,700 Sygen International Group plc 41,023 103,400 Tesco plc 589,207 2,200 Travis Perkins plc 68,377 114,534 Unilever plc 1,105,521 141,663 Vedanta Resources Ltd. 1,276,987 194,100 Vodafone Group plc 471,841 26,600 WPP Group plc 272,988 94,457 Xstrata plc 1,815,728 ------------ 43,724,114 ------------ Total Foreign Common Stocks (Cost $173,380,454) 213,803,273 ------------ Total Common Stocks (Cost $352,957,912) 417,855,768 ------------
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE ASSET-BACKED SECURITIES -- 3.2% $350,000 ACE Securities Corp., Ser. 2003-NC1, Class M2 (FRN) 5.214% 07/25/33 359,274 300,000 ACE Securities Corp., Ser. 2003-OP1, Class M2 (FRN) 4.814% 12/25/33 303,438
8 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + $418,530 ACE Securities Corp., Series 2005-RM1, Class A2A (FRN) 3.444% 03/25/35 $418,557 543,513 Asset Backed Funding Certificates, Ser. 2005-WF1, Class A2A (FRN) 3.394% 01/25/35 543,550 254,000 Asset Backed Securities Corp., Home Equity Loan Trust, Ser. 2004-HE1, Class M2 (FRN) 4.870% 01/15/34 263,335 1,025,696 Bank of America Funding Corp., Ser. 2004-B, Class 1A2 4.060% 12/20/34 1,036,439 275,000 Centex Home Equity, Ser. 2003-B, Class M2 (FRN) 5.014% 06/25/33 280,206 250,000 Chase Funding Loan Acquisition Trust, Ser. 2003-C1, Class 2M2 (FRN) 4.764% 10/25/32 254,045 1,520,000 Chase Funding Loan Acquisition Trust, Ser. 2004-AQ1, Class A2 (FRN) 3.714% 05/25/34 1,527,273 177,200 Chase Funding Mortgage Loan Asset-Backed Certificates, Ser. 2000-2, Class IA5 8.321% 05/25/30 179,666 9,698 CIT Group Home Equity Loan Trust, Ser. 2003-1, Class A2 2.350% 04/20/27 9,679 500,000 Countrywide Asset-Backed Certificates, Ser. 2003-BC3, Class M3 (FRN) 4.814% 01/25/33 506,753 181,650 Countrywide Asset-Backed Certificates, Ser. 2004-1, Class 3A (FRN) 3.594% 04/25/34 181,730 1,600,000 Countrywide Asset-Backed Certificates, Ser. 2004-11, Class A2 (FRN) 3.694% 03/25/33 1,606,506 1,500,000 Countrywide Asset-Backed Certificates, Ser. 2004-14, Class A2 (FRN) 3.584% 06/25/35 1,498,920 966,273 Countrywide Asset-Backed Certificates, Ser. 2005-1, Class 3AV1 (FRN) 3.404% 07/25/35 966,343 875,931 Countrywide Home Equity Loan Trust, Ser. 2005-A, Class 2A (FRN) 3.460% 02/15/30 876,849 PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + $500,000 First Franklin Mortgage Loan Asset-Backed Certificates, Ser. 2003-FF2, Class M2 (FRN) 4.964% 07/25/33 $507,351 265,000 First Franklin Mortgage Loan Asset-Backed Certificates, Ser. 2003-FF5, Class M2, (FRN) 4.814% 03/25/34 270,088 690,888 First Franklin Mortgage Loan Asset-Backed Certificates, Ser. 2004-FFC, Class A (FRN) 3.544% 06/25/35 691,010 973,088 First Franklin Mortgage Loan Asset-Backed Certificates, Ser. 2005-FF3, Class A1 (FRN) 3.394% 04/25/35 973,070 913,008 Harborview Mortgage Loan Trust, Ser. 2004-7, Class 2A2 3.806% 11/19/34 902,195 862,023 Harborview Mortgage Loan Trust, Ser. 2004-8, Class 2A3 (FRN) 3.670% 11/19/34 863,196 93,108 Impac CMB Trust, Ser. 2003-5, Class M2 (FRN) 5.064% 08/25/33 94,098 168,024 Impac CMB Trust, Ser. 2003-6, Class M (FRN) 5.014% 07/25/33 169,495 97,239 Impac CMB Trust, Ser. 2003-7, Class M (FRN) 4.964% 08/25/33 98,512 212,344 Impac CMB Trust, Ser. 2004-4, Class 1M5 (FRN) 4.614% 09/25/34 212,226 162,038 Impac CMB Trust, Ser. 2004-7, Class M5 (FRN) 4.714% 11/25/34 162,519 610,106 Impac CMB Trust, Ser. 2004-9, Class M4 (FRN) 4.364% 01/25/35 611,934 502,356 Master Asset Backed Securities Trust, Ser. 2005-NC1, Class A3 (FRN) 3.444% 12/25/34 502,469 1,121,241 MLCC Mortgage Investors, Inc., Ser. 2004-D, Class A2 (FRN) 3.473% 08/25/29 1,121,255 606,000 Morgan Stanley ABS Capital, Inc., Ser. 2004-NC1, Class M2 (FRN) 4.864% 12/27/33 617,735 500,000 New Century Home Equity Loan Trust, Ser. 2003-2, Class M2 (FRN) 5.314% 01/25/33 507,666
9 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + $300,000 New Century Home Equity Loan Trust, Ser. 2003-6, Class M2 (FRN) 4.914% 01/25/34 $307,084 350,000 New Century Home Equity Loan Trust, Ser. 2004-1, Class M2 (FRN) 4.664% 05/25/34 351,516 1,600,000 Option One Mortgage Loan Trust, Ser. 2004-3, Class A3 (FRN) 3.614% 11/25/34 1,603,856 332,323 Option One Mortgage Loan Trust, Ser. 2005-1, Class A2 (FRN) 3.444% 02/25/35 332,317 377,331 Park Place Securities, Inc., Ser. 2005-WCH1, Class A3A (FRN) 3.434% 01/25/36 377,467 250,000 Residential Asset Securities Corp., Ser. 2003-KS10, Class MII2 (FRN) 4.664% 12/25/33 254,042 100,006 Residential Asset Securities Corp., Ser. 2003-KS7, Class AI2 2.667% 01/25/24 99,769 1,340,751 Residential Asset Securities Corp., Ser. 2004-KS9, Class AII4 (FRN) 3.614% 10/25/34 1,344,098 771,579 Structured Asset Investment Loan Trust, Ser. 2004-3, Class A2 (FRN) 3.454% 04/25/34 771,640 250,000 Structured Asset Securities Corp., Ser. 2003-S2, Class A3 4.650% 12/25/33 249,950 250,000 Structured Asset Securities Corp., Ser. 2003-S2, Class A4 5.200% 12/25/33 251,182 965,733 Structured Asset Securities Corp., Ser. 2005-FR1, Class A1 (FRN)(c) 3.664% 03/25/35 965,733 82,934 Wachovia Asset Securitization, Inc., Ser. 2002-1, Class 1A1 6.250% 10/25/33 83,197 1,453,338 Washington Mutual, Inc., Ser. 2005-AR1, Class A3 (FRN) 3.670% 01/25/45 1,453,947 ----------- Total Asset-Backed Securities (Cost $27,489,415) 27,563,180 ----------- US TREASURY SECURITIES -- 14.4% 70,716,430 US Treasury Inflation-Indexed Bond 1.625% 01/15/15 70,459,517 13,956,278 US Treasury Inflation-Indexed Note++ 1.875% 07/15/13 14,254,482 PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + $13,417,950 US Treasury Inflation-Indexed Note 2.000% 07/15/14 $13,826,258 253,000 US Treasury Note 4.250% 08/15/14 259,048 26,209,000 US Treasury Note 4.125% 05/15/15 26,591,887 ----------- Total US Treasury Securities (Cost $124,291,331) 125,391,192 ----------- US GOVERNMENT AGENCY OBLIGATIONS - AGENCY NOTES -- 0.2% 875,017 FHLMC (FRN) 2.883% 07/01/34 859,910 1,000,000 FNMA 5.000% 09/08/08 1,002,784 ----------- Total US Government Agency Obligations - Agency Notes (Cost $1,866,246) 1,862,694 ----------- US GOVERNMENT AGENCY OBLIGATIONS - MORTGAGE-BACKED -- 0.7% 153,950 FHLMC, Ser. 227, Class IO#(h) 10.960% 12/01/34 142,077 14,453 FHLMC, Ser. 2882, Class HI#(h) 6.744% 05/15/18 12,245 40,354 FHLMC, Ser. 2934, Class HI#(h) 5.741% 02/15/20 37,394 19,190 FHLMC, Ser. 2934, Class KI#(h) 5.556% 02/15/20 17,867 20,935 FHLMC, Ser. 2967, Class JI#(h) 5.148% 04/15/20 16,442 234,386 FHLMC, Ser. T-045, Class A-3 4.105% 10/27/31 233,816 1,104,470 FHLMC, Ser. T-057, Class 1A3 7.500% 07/25/43 1,171,552 2,300,000 FNMA TBA 5.000% 08/15/20 2,322,282 154,046 FNMA, Ser. 2001-W1, Class AF-5 7.516% 08/25/31 153,704 1,207,700 FNMA, Ser. 2002-W8, Class A3 7.500% 06/25/42 1,282,149 73,920 7.861% -% FNMA, Ser. 357, Class IO#(h) 8.505 02/01/35 62,907 305,144 GNMA, Ser. 2001-65, Class PG 6.000% 07/20/28 307,419 ----------- Total US Government Agency Obligations - Mortgage- Backed (Cost $5,868,477) 5,759,854 ----------- CORPORATE OBLIGATIONS -- 0.0%(G) TELEPHONE SYSTEMS -- 0.0%(G) 578,000 Level 3 Communications, Inc., Convertible Security (Cost $309,139) 6.000% 03/15/10 300,560 -----------
NUMBER OF SHARES COMMINGLED INVESTMENT VEHICLES -- 21.6% EXCHANGE TRADED FUNDS -- 2.2% 202,800 iShares MSCI EAFE Index Fund 10,608,468 105,300 iShares MSCI Emerging Markets Index Fund 7,539,480 40,000 iShares MSCI South Korea Index Fund 1,280,000 ----------- 19,427,948 -----------
10 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + PRIVATE INVESTMENT FUNDS -- 19.4% 66,281 Bessent Global Fund, LP*(b)(c)(d)(e) $7,593,886 884,952 Canyon Value Realization Fund, LP*(b)(c)(d)(e) 24,386,769 6,235 Farallon Capital Institutional Partners, LP*(a)(b)(c)(d) 20,512,331 400,000 Freeman Fair Value Fund I, LP*(b)(c)(d)(f) 42,523,648 13,549 Lone Picea, LP, Class B*(a)(b)(c)(d) 1,826,688 22,308 Lone Picea, LP, Class D*(a)(b)(c)(d) 3,017,152 29,274 Lone Redwood, LP*(a)(b)(c)(d) 13,577,934 184,771 Maverick Fund USA, Ltd.*(a)(b)(c)(d) 22,697,917 90,000 OZ Domestic Partners, LP*(a)(b)(c)(d) 11,703,189 60,000 Regiment Capital Ltd.*(a)(b)(c)(d) 6,866,664 108,782 Tosca*(a)(b)(c)(d) 13,320,004 ----------- 168,026,182 ----------- Total Commingled Investment Vehicles (Cost $139,390,135) 187,454,130 ----------- NUMBER OF SHARES PREFERRED STOCKS -- 0.2% METALS -- 0.1% 5,456 Anglo Platinum Ltd.* 110,369 691,000 Caemi Mineracao e Metalurgica SA 643,743 ----------- 754,112 ----------- OIL AND GAS -- 0.1% 17,800 Surgutneftegaz - ADR 663,940 ----------- Total Preferred Stocks (Cost $1,093,000) 1,418,052 ----------- WARRANTS -- 0.0%(G) MALAYSIA -- 0.0%(G) 18,100 Multi-Purpose Holdings Berhad Warrants, Expires 2/26/2009* (Cost $500) 1,286 -----------
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE SHORT-TERM INVESTMENTS -- 13.8% REPURCHASE AGREEMENT -- 2.9% $24,788,729 Investors Bank & Trust Repurchase Agreement issued 06/30/05 (proceeds at maturity $24,790,113) (Collateralized by a $20,802,406 GNMA, 4.00%, due 02/20/33, and a $4,627,252 SBA, 6.625%, due 09/25/16 with market values of $21,000,000, and $4,959,827, respectively) (Cost $24,788,729) 2.010% 07/01/05 24,788,729 ------------ PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + US TREASURY SECURITIES -- 10.9%# $15,000,000 US Treasury Bill++ 3.041% 09/15/05 $14,905,050 17,000,000 US Treasury Bill 3.091% 10/06/05 16,860,396 12,500,000 US Treasury Bill+++ 3.063% 10/13/05 12,388,587 18,000,000 US Treasury Bill 3.144% 10/27/05 17,817,282 33,500,000 US Treasury Bill 3.132% 11/17/05 33,094,315 ------------ Total US Treasury Securities (Cost $95,079,471) 95,065,630 ------------ Total Short-Term Investments (Cost $119,868,200) 119,854,359 ------------ Total Investments -- 102.3% (Cost $773,134,355) 887,461,075 Liabilities in Excess of Other Assets -- (2.3%) (19,643,084) ------------ NET ASSETS -- 100.0% $867,817,991 ============
NUMBER OF SHARES SHORT PORTFOLIO -- (2.2%) EXCHANGE TRADED FUNDS -- (2.0%) 81,948 iShares Dow Jones US Real Estate Index Fund $(5,211,893) 275,800 Energy Select Sector SPDR Fund (12,248,278) ----------- (17,460,171) ----------- REAL ESTATE -- (0.2%) 66,700 Gramercy Capital Corp. (REIT) (1,631,482) 1,700 PS Business Parks, Inc. (75,565) ----------- (1,707,047) ----------- Total Short Portfolio (Proceeds $18,608,447) $(19,167,218) ===========
11 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS): Basic Industries 0.9% Capital Equipment 5.5 Consumer Goods 7.0 Energy 10.3 Finance 16.1 Industrial 0.1 Materials 5.7 Multi-Industry 1.1 Private Investment Funds (d) 19.4 Repurchase Agreements 2.9 Services 7.0 US Government Agency Obligations 0.9 US Treasury Obligations 25.3 Utilities 0.0(g) Forward Currency Contracts 0.0(g) Financial Futures Contracts (0.2) Reverse Repurchase Agreements (3.9) Swap Agreements 0.1 Other Assets in Excess of Other Liabilities 1.8 ------ TOTAL 100.0% ======
ADR American Depositary Receipt FHLMC Freddie Mac FNMA Fannie Mae FRN Floating Rate Note. Rate disclosed represents rate as of June 30, 2005. GDR Global Depositary Receipt GNMA Ginnie Mae NVDR Non-Voting Depositary Receipt PDR Philippine Depositary Receipt REIT Real Estate Investment Trust SBA Small Business Administration TBA To be Announced # Interest rate represents the yield to maturity at the time of purchase. * Non-income producing security. + A Sponsored ADR is an American Depositary Receipt that is issued through the cooperation of the company whose stock will be the underlying asset. ++ Security or a portion thereof is held as initial margin for financial futures and held as collateral for short sales. See Appendix C of Notes to Financial Statements for further information on financial futures contracts. +++ Security or a portion thereof is held as collateral for delayed delivery contracts. + See Note 2 to the Financial Statements. {::} Security exempt from registration under Rule 144A of the Securities Act of 1933. Security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2005, the market value of this security was $646,170 or 0.07% of net assets. (a) Illiquid security. (b) Restricted security. See Appendix E of Notes to Financial Statements. (c) Security is valued in good faith under procedures established by the board of directors. (d) Portfolio holdings information of the Private Investment Funds is not available as of June 30, 2005. These positions are therefore grouped into their own industry classification. (e) The valuation committee has determined these partnership interests to be liquid based on liquidity letters issued by the funds' advisor and duly ratified by the TIP board of directors. In the case of Bessent Global Fund, LP, the liquidity letter states that the funds' interest may be redeemed upon seven days notice and payment of a 5% redemption fee. The fund's advisor, TAS, has agreed to reimburse the fund for any redemption fees incurred pursuant to the terms of the liquidity letter. (f) The valuation committee has determined the partnership interest in Freeman Fair Value Fund I, LP to be liquid based on the ability to redeem the private investment fund interest upon seven days notice and payment of a 0.25% redemption fee. The TIP board of directors duly ratified the liquidity determination and agreed to fair value the private investment fund at 99.75% of its stated market value to take into account this potential redemption fee. (g) Rounds to less than 0.1%. (h) Interest Only security. Face amount represents amortized cost. See accompanying Notes to Financial Statements. 12 -------------------------------------------------------------------------------- TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + COMMON STOCKS -- 78.3% AUSTRALIA -- 4.7% 94,000 Alumina Ltd. $396,761 203,541 Amcor Ltd. 1,034,090 35,734 Australia and New Zealand Banking Group Ltd. 590,137 43,300 Caltex Australian Ltd. 522,306 118,768 Coles Myer Ltd. 833,803 376,441 Foster's Group Ltd. 1,523,043 79,571 National Australia Bank Ltd. 1,860,811 150,965 Santos Ltd. 1,299,072 346,642 Telstra Corp. Ltd. 1,335,339 2,531 Wesfarmers Ltd. 76,845 24,772 WMC Resources Ltd. 147,472 ------------ 9,619,679 ------------ BELGIUM -- 1.0% 1,737 Electrabel SA 758,793 47,887 Fortis* 1,323,322 ------------ 2,082,115 ------------ BERMUDA -- 1.8% 140,620 Jardine Matheson Holdings, Ltd. 2,488,974 126,312 Jardine Strategic Holdings, Ltd.* 1,263,420 ------------ 3,752,394 ------------ BRAZIL -- 0.4% 5,210,000 Cia de Saneamento Basico do Estado de Sao Paulo 312,159 48,950 Votorantim Celulose Papel SA - ADR 592,295 ------------ 904,454 ------------ CANADA -- 1.6% 30,000 Abitibi-Consolidated, Inc. - Toronto Stock Exchange 133,736 3,800 ACE Aviation Holdings, Inc., Class A* 123,637 6,710 Agrium, Inc. 131,154 7,500 Alcan, Inc. 225,220 7,800 BCE, Inc. 184,683 335,900 Bombardier, Inc., Class B 715,790 3,800 Fairmont Hotels & Resorts, Inc. 131,734 10,072 Imperial Oil Ltd. - Toronto Stock Exchange 838,950 69,620 Nortel Networks Corp.* 181,326 1,500 Novelis, Inc. 38,051 20,800 Rogers Communications, Inc., Class B 682,691 ------------ 3,386,972 ------------ CHILE -- 0.2% 15,500 Banco Santander Chile SA - ADR 500,650 ------------ CHINA -- 0.2% 1,008,000 China Telecom Corp. 363,089 145,000 Tsingtao Brewery Co. Ltd. 155,758 ------------ 518,847 ------------ CROATIA -- 0.3% 42,490 Pliva DD - GDR 534,435 ------------ DENMARK -- 0.5% 5,200 Coloplast A/S, Class B 302,016 16,166 Vestas Wind Systems A/S* 266,925 7,600 William Demant Holding A/S* 377,820 ------------ 946,761 ------------ NUMBER OF SHARES VALUE + FINLAND -- 1.4% 28,400 Metso Oyj $617,596 43,815 M-real Oyj, Class B 237,296 42,800 Sampo Oyj, Class A 667,208 12,220 Tietoenator Oyj 370,473 47,168 UPM-Kymmeme Oyj 904,621 ------------ 2,797,194 ------------ FRANCE -- 4.3% 34,600 Alcatel SA* 377,401 4,400 Atos Origin SA* 278,347 14,200 AXA SA 353,292 7,908 BNP Paribas 540,886 10,546 Carrefour SA 509,117 35,738 Compagnie de Saint-Gobain 1,975,777 4,800 Groupe Danone 421,027 5,176 Sanofi-Aventis 423,927 201,820 Scor SA* 404,783 12,626 Societe Generale, Class A 1,279,457 7,500 Thales SA 304,055 8,337 Total SA 1,953,182 ------------ 8,821,251 ------------ GERMANY -- 3.5% 9,100 BASF AG 603,397 39,304 Bayer AG 1,307,752 36,583 Bayerische Hypo-und Vereinsbank AG* 951,836 10,200 Bayerische Motoren Werke AG 464,278 13,600 Deutsche Post AG 317,684 6,100 E.ON AG 541,782 3,400 Fresenius Medical Care AG 290,363 15,780 Fresenius Medical Care AG - ADR 448,941 35,948 RWE AG 2,311,413 ------------ 7,237,446 ------------ HONG KONG -- 2.9% 28,000 Asia Satellite Telecom Holdings Ltd. 49,036 684,000 First Pacific Co. Ltd.* 243,670 108,000 Henderson Land Development Co. Ltd. 515,856 59,000 Hong Kong Aircraft Engineering Co. Ltd. 379,278 187,500 Hong Kong Electric Holdings Ltd. 854,658 110,000 Hong Kong Exchanges & Clearing Ltd. 284,143 217,539 Hong Kong Shanghai Hotels Ltd. 225,975 206,920 Hysan Development Co. Ltd. 429,145 491,000 i-Cable Communications Ltd. 162,523 118,881 Mandarin Oriental International Ltd. 112,937 722,916 New World Development Ltd. 884,121 300,000 Next Media Ltd.* 139,703 80,000 Silver Grant International Ltd. 25,472 202,478 SmarTone Telecommunications Holdings Ltd. 222,537 89,000 Television Broadcasts Ltd. 502,449 219,571 Wharf Holdings Ltd. 767,743 155,000 Wheelock & Co. Ltd. 249,358 ------------ 6,048,604 ------------ INDONESIA -- 0.6% 231,307 PT Astra International TBK 300,199 5,467,922 PT Bank Pan Indonesia TBK 262,249 5,572 PT Bank Permata TBK 417 343,000 PT Citra Marga Nusaphala Persada TBK* 32,193 114,000 PT Gudang Garam TBK 147,610 1,067,000 PT Indofood Sukses Makmur TBK 120,256 1,420,000 PT Matahari Putra Prima TBK 85,703
13 -------------------------------------------------------------------------------- TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + 415,000 PT Mulia Industrindo TBK* $12,331 121,000 PT Semen Gresik TBK 238,017 ------------ 1,198,975 ------------ IRELAND -- 0.5% 121,000 Eircom Group plc 269,881 72,300 Fyffes plc 215,862 151,340 Independent News & Media plc 465,321 ------------ 951,064 ------------ ITALY -- 2.2% 456,531 Banca Intesa SpA 2,083,436 9,010 FASTWEB* 387,964 61,500 Fiat SpA* 446,125 28,400 Luxottica Group SpA - ADR 584,756 6,600 Natuzzi SpA - Sponsored - ADR+ 53,724 45,600 Saipem SpA 613,214 82,700 Unicredito Italiano SpA 435,290 ------------ 4,604,509 ------------ JAPAN -- 14.0% 3,800 Aisin Seiki Co. Ltd. 82,180 4,400 Alfresa Holdings Corp. 196,553 32,000 Bank of Fukuoka Ltd. (The) 189,078 25,900 Canon, Inc. 1,357,848 67,000 Chiba Bank Ltd. (The) 439,887 25,000 Dai Nippon Printing Co. Ltd. 402,076 27,000 Dai-Dan Co. Ltd. 161,649 15,000 Daifuku Co. Ltd. 142,051 122 East Japan Railway Co. 625,997 18,500 Eisai Co. Ltd. 620,174 800 Ezaki Glico Co. Ltd. 6,156 18,000 FamilyMart Co. Ltd. 515,665 17,000 Fuji Photo Film Co. Ltd. 553,557 8,500 Fujitsu Frontech Ltd. 103,484 189,000 Hitachi Ltd. 1,145,478 10,000 Inabata & Co. Ltd. 81,010 14,000 Isetan Co. Ltd. 175,995 13,000 Ito-Yokado Co. Ltd. 429,132 39 Japan Tobacco, Inc. 520,236 12,000 JS Group Corp. 203,336 16,000 Kao Corp. 377,314 167,000 Kawasaki Heavy Industries Ltd. 319,355 233 KDDI Corp. 1,078,684 18,000 Kinden Corp. 132,926 64,000 Kirin Brewery Co. Ltd. 619,829 85,000 Matsushita Electric Industries Co. 1,290,906 42,772 Matsushita Electric Works Ltd. 355,374 42 Millea Holdings, Inc. 566,141 22,000 Mitsubishi Corp. 297,862 20,000 Mitsubishi Gas Chemical Co., Inc. 102,114 51 Mizuho Financial Group, Inc. 231,044 24,000 NGK Insulators Ltd. 233,039 3,900 Nintendo Co. Ltd. 406,627 19,000 Nippon Meat Packers, Inc. 220,406 19,000 Nippon Mining Holdings, Inc. 107,493 69,000 Nippon Oil Corp. 467,660 58,000 Nippon Suisan Kaisha Ltd. 217,928 106 Nippon Telegraph and Telephone Corp. 454,732 25,000 Nisshinbo Industries, Inc. 204,005 32,000 Noritake Co. Ltd. 138,820 337 NTT DoCoMo, Inc. 495,851 20,000 Onward Kashiyama Co. Ltd. 252,905 NUMBER OF SHARES VALUE + 8,000 Ryosan Co. Ltd. $191,007 6,400 Sankyo Co. Ltd. 296,750 9,000 Sankyo Seiko Co. Ltd. 39,286 6,500 SECOM Co. Ltd. 278,696 30,000 Sekisui House Ltd. 303,492 32,000 Shimizu Corp. 149,301 12,000 Shiseido Co. Ltd. 151,379 28,000 Sompo Japan Insurance, Inc. 281,568 8,800 Sony Corp. 303,366 30,000 Sumitomo Electric Industries Ltd. 304,930 38,000 Sumitomo Forestry Co. Ltd. 367,168 34,000 Sumitomo Metal Mining Co. Ltd. 232,068 98 Sumitomo Mitsui Financial Group, Inc. 660,846 80,000 Sumitomo Trust & Banking Co. Ltd. 485,242 10,000 Sumitomo Wiring Systems Ltd. 215,572 74,000 Taiyo Nippon Sanso Corp. 375,815 48,100 Takeda Pharmaceutical Co. Ltd. 2,380,305 30,000 Tanabe Seiyaku Co. Ltd. 289,530 22,000 Tokyo Broadcasting System, Inc. 362,873 16,100 Tokyo Electric Power Co., Inc. 384,302 147,000 Tokyo Gas Co. Ltd. 549,343 8,900 Tokyo Ohka Kogyo Co. Ltd. 187,144 18,700 Toppan Forms Co. Ltd. 209,361 4,000 Toyo Seikan Kaisha Ltd. 63,030 49,000 Toyota Motor Corp. 1,753,449 167 West Japan Railway Co. 573,453 11,000 Yamaha Motor Co. Ltd. 200,404 16,000 Yamatake Corp. 264,349 64,000 Yokohama Bank Ltd. 368,016 ------------ 28,744,602 ------------ LUXEMBOURG -- 0.3% 33,740 Arcelor SA 658,756 ------------ MALAYSIA -- 1.5% 19,000 British American Tobacco Berhad 208,647 78,000 Carlsberg Brewery Malaysia Berhad 112,895 151,000 CIMB Berhad 230,539 107,000 Commerce Asset-Holding Berhad 142,095 112,000 Kumpulan Guthrie Berhad 66,300 63,000 Malaysian Airlines System Berhad 58,102 224,200 Malaysian International Shipping Corp. Berhad (foreign shares) 1,055,372 215,100 Maxis Communications Berhad 549,071 204,000 Multi-Purpose Holdings Berhad* 50,214 169,000 Resorts World Berhad 421,872 82,000 Telekom Malaysia Berhad 215,457 ------------ 3,110,564 ------------ MEXICO -- 0.3% 800 America Movil SA de CV 47,688 377,600 Grupo Continental SA 622,071 1,600 Telefonos de Mexico SA de CV, Class L - ADR 30,224 ------------ 699,983 ------------ NETHERLANDS -- 4.2% 18,450 Heineken NV 568,637 58,864 ING Groep NV 1,656,736 49,450 Koninklijke (Royal) KPN NV - Amsterdam Exchange 414,354 23,782 Koninklijke (Royal) Philips Electronics NV - Amsterdam Exchange 598,276 5,680 Koninklijke Boskalis Westminster NV 221,369
14 -------------------------------------------------------------------------------- TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + 78,235 Reed Elsevier NV $1,087,684 48,442 Royal Dutch Petroleum Co. - Amsterdam Exchange 3,154,046 9,842 Royal Nedlloyd NV 668,439 10,924 Wolters Kluwer NV 208,435 ------------ 8,577,976 ------------ NEW ZEALAND -- 0.9% 43,500 Carter Holt Harvey Ltd. 68,865 387,668 Telecom Corporation of New Zealand Ltd. 1,619,373 142,209 Wrightson Ltd. 172,472 ------------ 1,860,710 ------------ NORWAY -- 0.2% 37,100 DNB NOR ASA 384,720 4,000 Schibsted ASA 109,785 ------------ 494,505 ------------ PANAMA -- 0.3% 33,100 Banco Latinoamericano de Exportaciones SA 594,145 ------------ PHILIPPINES (THE) -- 0.8% 352,000 ABS-CBN Broadcasting Corp. - PDR 65,901 122,440 Ayala Corp. 689,649 245,000 Banco de Oro Universal Bank 137,997 41,550 Globe Telecom, Inc. 594,452 252,000 Jollibee Foods Corp. 130,423 ------------ 1,618,422 ------------ POLAND -- 0.2% 11,075 Bank Pekao SA* 476,426 ------------ RUSSIA -- 0.2%ADR 12,800 Lukoil Oil Co. - ADR 470,784 ------------ SINGAPORE -- 1.0% 433,000 BIL International Ltd. 307,640 47,000 Great Eastern Holdings Ltd. 401,114 20,000 Overseas Union Enterprise Ltd. 107,692 108,000 Overseas-Chinese Banking Corp. Ltd. 741,869 237,000 SembCorp Marine Ltd. 367,974 240,000 United Industrial Corp. 141,439 ------------ 2,067,728 ------------ SOUTH AFRICA -- 2.0% 5,300 Anglo American Platinum Corp. Ltd. 235,462 146,916 FirstRand Ltd. 305,256 11,786 Gold Fields Ltd. 134,041 36,636 JD Group Ltd. 352,574 175,804 Nampak Ltd. 392,085 30,671 Nedbank Group Ltd. 341,361 2,230 Pretoria Portland Cement Co. Ltd. 76,828 165,000 RMB Holdings Ltd. 550,118 35,290 Sasol Ltd. 952,342 52,945 Sun International Ltd. 489,171 58,900 Venfin Ltd. 252,669 ------------ 4,081,907 ------------ SOUTH KOREA -- 0.9% 950 Hyundai Motor Co. Ltd. 52,525 1,200 Kookmin Bank 54,670 950 Korea Electric Power Corp. 29,175 23,940 Korea Gas Corp. 686,813 48,110 KT&G Corp. (144A) - GDR{::} 942,648 NUMBER OF SHARES VALUE + 200 POSCO $35,252 170 Samsung Electronics Co. Ltd. 80,623 ------------ 1,881,706 ------------ SPAIN -- 4.3% 8,200 Acciona SA 811,144 46,300 Acerinox SA 629,155 52,500 Banco Popular Espanol SA 634,956 170,286 Banco Santander Central Hispanoamer SA 1,967,067 63,540 Iberdrola SA 1,671,447 16,373 NH Hoteles SA 224,172 3,000 Prosegur Cia de Seguridad SA 63,274 10,282 Sogecable SA* 364,752 141,803 Telefonica SA 2,316,278 9,950 Viscofan SA 94,935 ------------ 8,777,180 ------------ SWEDEN -- 1.1% 30,700 Assa Abloy AB 393,991 7,500 Hoganas AB, Class B 200,855 9,200 Svenska Cellulosa AB 294,081 30,600 Svenska Handelsbanken AB, Class A 623,790 227,820 Telefonaktiebolaget LM Ericsson, Class B 728,085 ------------ 2,240,802 ------------ SWITZERLAND -- 1.1% 6,700 Adecco SA 304,251 19,700 Compagnie Financiere Richemont AG 660,539 400 Geberit AG 255,667 8,000 Logitech International SA* 257,279 14,480 Novartis AG 687,971 510 Publigroupe SA 139,059 ------------ 2,304,766 ------------ TAIWAN -- 0.6% 80,000 Asustek Computer, Inc. 226,216 126,225 Asustek Computer, Inc. - GDR 350,905 27,700 Chunghwa Telecom Co., Ltd. - Sponsored ADR+ 593,611 ------------ 1,170,732 ------------ THAILAND -- 1.6% 492,200 Advanced Information Service Public Co. Ltd. 1,167,367 132,000 GMM Grammy Public Co. Ltd. 40,252 194,000 Kasikornbank Public Co. Ltd.* 266,909 330,000 Matichon Newspaper Group plc 56,704 89,000 MBK Public Co. Ltd. 103,388 250,000 National Finance Public Co. Ltd. 77,444 240,000 Post Publishing Public Co. Ltd. 29,913 74,000 Siam Cement Public Co. Ltd. 432,652 114,800 Siam Cement Public Co. Ltd. - NVDR 633,456 39,000 Siam Commercial Bank Public Co. Ltd. 44,361 521,200 Thai Union Frozen Products Public Co. Ltd. - NVDR 346,878 ------------ 3,199,324 ------------ UNITED KINGDOM -- 16.7% 70,100 Amvescap plc 415,989 13,731 Anglo American plc - ADR 322,679 64,782 Arriva plc 631,400 65,000 Associated British Ports Holdings plc 571,320 50,677 Aviva plc 562,865 48,800 BAA plc 541,338
15 -------------------------------------------------------------------------------- TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + 170,000 BAE Systems plc $870,608 78,200 Barclays plc 776,254 223,663 BG Group plc 1,833,738 42,773 BOC Group plc 766,958 159,365 Boots Group plc 1,735,178 182,100 BP plc 1,894,398 170,735 Brambles Industries plc 932,021 60,000 BT Group plc 246,306 13,766 Bunzl plc 126,705 239,200 Cable & Wireless Communications plc 636,426 63,650 Capita Group plc 418,301 9,456 Carnival plc 537,272 92,690 Compass Group plc 389,009 45,400 Devro plc 105,765 52,404 Diageo plc 770,364 138,400 Enodis plc* 285,025 21,500 Enterprise Inns plc 320,392 8,850 Filtrona plc* 38,548 139,199 GKN plc 640,886 87,996 GlaxoSmithKline plc 2,124,024 67,850 Hanson plc 650,319 95,300 Hays plc 221,213 99,357 HBOS plc 1,529,655 54,600 Hilton Group plc 279,025 91,700 ICAP plc 486,950 23,289 Intercontinental Hotels Group plc 294,091 34,000 Intertek Testing Services plc 426,158 897,000 Invensys plc* 167,487 158,300 ITV plc 348,437 163,238 Lloyds TSB Group plc 1,380,385 41,708 Mitchells & Butlers plc 248,710 1,297,000 MyTravel Group plc, Class A 134,839 265,000 Pilkington plc 566,854 22,702 Provident Financial plc 292,151 19,760 Reckitt Benckiser plc 580,828 66,700 Reed Elsevier plc 637,077 24,800 Rexam plc 214,151 67,404 Rio Tinto plc 2,053,059 132,700 Sage Group plc (The) 529,964 127,000 Shell Transport & Trading Co. plc 1,230,794 25,950 Smiths Group plc 426,932 209,015 Stagecoach Group plc 440,660 73,000 Sygen International Group plc 51,017 118,100 Tesco plc 672,972 2,600 Travis Perkins plc 80,809 112,500 Unilever plc 1,085,889 215,300 Vodafone Group plc 523,377 31,600 WPP Group plc 324,302 ------------ 34,371,874 ------------ Total Common Stocks (Cost $119,835,076) 161,308,242 ------------ COMMINGLED INVESTMENT VEHICLES -- 10.5% EXCHANGE TRADED FUNDS -- 2.7% 38,700 iShares MSCI EAFE Index Fund 2,024,397 30,000 iShares MSCI Emerging Markets Index Fund 2,148,000 40,000 iShares MSCI South Korea Index Fund 1,280,000 ------------ 5,452,397 ------------ NUMBER OF SHARES VALUE + PRIVATE INVESTMENT FUNDS -- 7.8% 38,807 Bessent Global Fund, LP*(a)(b)(c)(d) $4,343,679 40,000 Lansdowne UK Equity Fund Limited*(a)(b)(c)(d) 6,093,331 47,967 Tosca*(a)(b)(c)(d) 5,688,692 ------------ 16,125,702 ------------ Total Commingled Investment Vehicles (Cost $17,431,178) 21,578,099 ------------ PREFERRED STOCKS -- 0.3% BRAZIL -- 0.3% 632,000 Caemi Mineracao e Metalurgica SA (Cost $427,458) 588,778 ------------
RIGHTS -- 0.0%(E) UNITED KINGDOM -- 0.0%(E) 37,500 TI Automotive Ltd. Certificate of Entitlement*(c) (Cost $0) 1 ----------- WARRANTS -- 0.0%(E) MALAYSIA -- 0.0%(E) 20,400 Multi-Purpose Holdings Berhad Warrants, Expires 2/26/2009* (Cost $564) 1,450 -----------
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE SHORT-TERM INVESTMENTS -- 7.8% REPURCHASE AGREEMENT -- 5.4% $11,177,958 Investors Bank & Trust Repurchase Agreement issued 06/30/05 (proceeds at maturity $11,178,582) (Collateralized by a $2,397,251 FHLMC, 3.84%, due 11/15/31, a $9,282,418 FNMA, 3.71%, due 06/25/42 with market values of $2,416,331 and $9,320,525, respectively) (Cost $11,177,958) 2.010% 07/01/05 11,177,958 ------------ US TREASURY SECURITY -- 2.4%# 5,000,000 US Treasury Bill++ (Cost $4,949,686) 3.144% 10/27/05 4,949,245 ------------ Total Short-Term Investments (Cost $16,127,644) 16,127,203 ------------ Total Investments -- 96.9% (Cost $153,821,920) 199,603,773 Other Assets in Excess of Liabilities -- 3.1% 6,305,212 ------------ NET ASSETS -- 100.0% $205,908,985 ============
16 -------------------------------------------------------------------------------- TIFF INTERNATIONAL EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS): Basic Industries 0.6% Capital Equipment 11.7 Consumer Goods 14.9 Energy 10.2 Finance 19.7 Industrial 0.5 Materials 9.1 Multi-Industry 2.2 Repurchase Agreements 5.4 Private Investment Funds (d) 7.8 Services 12.2 US Treasury Obligations 2.4 Utilities 0.1 Forward Currency Contracts 0.2 Financial Futures Contracts (0.1) Other Assets in Excess of Other Liabilities 3.1 ----- TOTAL 100.0% =====
ADR American Depositary Receipt FHLMC Freddie Mac FNMA Fannie Mae GDR Global Depositary Receipt NVDR Non-Voting Depositary Receipt PDR Philippine Depositary Receipt # Interest rate represents the yield to maturity at the time of purchase. * Non-income producing security. + A Sponsored ADR is an American Depositary Receipt that is issued through the cooperation of the company whose stock will be the underlying asset. ++ Security or a portion thereof is held as initial margin for financial futures and held as collateral for short sales. See Appendix C of Notes to Financial Statements for further information on financial futures contracts. + See Note 2 to the Financial Statements. {::} Security exempt from registration under Rule 144A of the Securities Act of 1933. Security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2005, the market value of this security was $942,648 or 0.46% of net assets. The board of directors has deemed this security to be liquid. (a) Illiquid security. (b) Restricted security. See Appendix E of Notes to Financial Statements. (c) Security is valued in good faith under procedures established by the board of directors. (d) Portfolio holdings information of the Private Investment Funds is not available as of June 30, 2005. These positions are therefore grouped into their own industry classification. (e) Rounds to less than 0.1%. See accompanying Notes to Financial Statements. 17 -------------------------------------------------------------------------------- TIFF US EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + COMMON STOCKS -- 55.7% AEROSPACE AND DEFENSE -- 2.1% 61,500 AAR Corp.* $966,165 33,100 Alliant Techsystems, Inc.* 2,336,860 7,200 Lockheed Martin Corp. 467,064 9,300 Northrop Grumman Corp. 513,825 3,800 Textron, Inc. 288,230 3,400 United Technologies Corp. 174,590 ------------- 4,746,734 ------------- AUTOMOTIVE -- 0.2% 39,400 Ford Motor Co. 403,456 ------------- BANKING -- 5.6% 32,000 BankUnited Financial Corp., Class A 865,280 44,531 Chittenden Corp. 1,211,243 6,800 Comerica, Inc. 393,040 31,395 Downey Financial Corp. 2,298,114 51,329 Hudson United Bancorp 1,852,977 69,300 North Valley Bancorp 1,188,495 72,000 People's Bank 2,177,280 7,100 PNC Financial Services Group, Inc. 386,666 61,469 SNB Bancshares, Inc.* 676,159 26,000 The South Financial Group 738,920 6,200 UnionBanCal Corp. 414,904 11,700 Wells Fargo Corp. 720,486 ------------- 12,923,564 ------------- BEVERAGES, FOOD, AND TOBACCO -- 1.6% 7,900 Altria Group, Inc. 510,814 9,600 General Mills, Inc. 449,184 3,000 Hershey Foods Corp. 186,300 32,800 Molson Coors Brewing Co., Class B 2,033,600 12,500 Pepsi Bottling Group, Inc. 357,625 4,200 Pepsico, Inc. 226,506 ------------- 3,764,029 ------------- CHEMICALS -- 1.1% 9,600 Dow Chemical Co. 427,488 138,050 Mosaic Co. (The)* 2,148,058 ------------- 2,575,546 ------------- COMMERCIAL SERVICES -- 5.6% 19,100 Cendant Corp. 427,267 96,000 DeVry, Inc.* 1,910,400 25,600 GenTek, Inc. 254,720 6,500 H & R Block, Inc. 379,275 47,100 ITT Educational Services, Inc.* 2,516,082 26,200 Magellan Health Services, Inc.* 925,122 115,900 MoneyGram International, Inc. 2,216,008 57,050 Rent-A-Center, Inc.* 1,328,695 50,292 The Brink's Co. 1,810,512 50,200 United Rentals, Inc.* 1,014,542 ------------- 12,782,623 ------------- COMMUNICATIONS -- 1.4% 169,500 Andrew Corp.* 2,162,820 12,400 Corning, Inc.* 206,088 6,800 Nextel Communications, Inc., Class A* 219,708 18,800 Verizon Communications Corp. 649,540 ------------- 3,238,156 ------------- NUMBER OF SHARES VALUE + COMPUTER SOFTWARE AND PROCESSING -- 2.1% 10,200 Adobe Systems, Inc. $291,924 5,000 Autodesk, Inc. 171,850 4,200 Computer Sciences Corp.* 183,540 4,000 Fiserv, Inc.* 171,800 108,900 Internet Security Systems* 2,209,581 4,200 Intuit, Inc.* 189,462 50,300 Microsoft Corp. 1,249,452 28,200 Oracle Corp.* 372,240 66,800 Preview Systems, Inc.(a) 201 ------------- 4,840,050 ------------- COMPUTERS AND INFORMATION -- 1.1% 7,600 Apple Computer, Inc.* 279,756 51,300 Cisco Systems, Inc.* 980,343 29,800 Hewlett-Packard Co. 700,598 5,500 International Business Machines Corp. 408,100 28,553 Nexprise, Inc.*(a) 10,850 11,000 Seagate Technology, Inc.* 193,050 ------------- 2,572,697 ------------- COSMETICS AND PERSONAL CARE -- 0.2% 9,400 Estee Lauder Companies, Inc., Class A 367,822 3,200 Procter & Gamble Co. 168,800 ------------- 536,622 ------------- DIVERSIFIED -- 0.5% 20,200 FMC Corp.* 1,134,028 ------------- ELECTRIC UTILITIES -- 1.9% 5,000 American Electric Power, Inc. 184,350 6,500 Constellation Energy Group, Inc. 374,985 11,900 Edison International 482,545 226,718 Sierra Pacific Resources* 2,822,639 6,700 TXU Corp. 556,703 ------------- 4,421,222 ------------- ELECTRONICS -- 2.4% 127,300 Checkpoint Systems, Inc.* 2,253,210 40,600 Intel Corp. 1,058,036 49,000 Rogers Corp.* 1,986,950 7,200 Texas Instruments, Inc. 202,104 ------------- 5,500,300 ------------- ENTERTAINMENT AND LEISURE -- 0.1% 4,900 Walt Disney Co. 123,382 ------------- FINANCIAL SERVICES -- 2.3% 6,600 Bank of America Corp. 301,026 2,400 Bear, Stearns & Co., Inc. 249,456 8,300 Brascan Corp., Class A 316,728 4,900 CIT Group, Inc. 210,553 22,500 Citigroup, Inc. 1,040,175 9,400 Countrywide Financial Corp. 362,934 2,800 Goldman Sachs Group, Inc. 285,656 4,100 JP Morgan Chase & Co., Inc. 144,812 13,900 KeyCorp 460,785 5,700 Lehman Brothers Holdings, Inc. 565,896 11,100 Merrill Lynch & Co. 610,611 5,600 Morgan Stanley 293,832 12,000 Washington Mutual, Inc. 488,280 ------------- 5,330,744 -------------
18 -------------------------------------------------------------------------------- TIFF US EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + FOREST PRODUCTS AND PAPER -- 0.2% 5,100 Georgia-Pacific Group $162,180 2,800 Kimberly-Clark Corp. 175,252 ------------- 337,432 ------------- HEALTHCARE PROVIDERS -- 3.8% 9,200 HCA, Inc. 521,364 42,000 LifePoint Hospitals, Inc.* 2,121,840 40,000 Lincare Holdings, Inc.* 1,633,600 146,200 Odyssey HealthCare, Inc.* 2,108,204 37,000 Universal Health Services, Inc., Class B 2,300,660 ------------- 8,685,668 ------------- HEAVY MACHINERY -- 0.7% 2,900 Caterpillar, Inc. 276,399 6,300 Deere & Co. 412,587 5,700 Ingersoll Rand Co. 406,695 6,400 Paccar, Inc. 435,200 ------------- 1,530,881 ------------- HOME CONSTRUCTION, FURNISHINGS, AND APPLIANCES -- 0.4% 2,800 Centex Corp. 197,876 12,666 D.R. Horton, Inc. 476,368 5,500 Lennar Corp., Class A 348,975 ------------- 1,023,219 ------------- HOUSEHOLD PRODUCTS -- 0.2% 7,700 The Clorox Co. 429,044 ------------- INSURANCE -- 2.2% 6,500 Aetna, Inc. 538,330 10,000 Allstate Corp. 597,500 30,000 Brown & Brown, Inc. 1,348,200 42,200 Hilb, Rogal & Hobbs Co. 1,451,680 6,300 MetLife, Inc. 283,122 9,100 Principal Financial Group, Inc. 381,290 5,400 The Progressive Corp. 533,574 ------------- 5,133,696 ------------- LODGING -- 0.2% 7,000 Marriott International, Inc. Class A 477,540 ------------- MEDIA -- BROADCASTING AND PUBLISHING -- 1.7% 138,236 COX Radio, Inc., Class A* 2,177,217 7,875 Emmis Communications Corp., Class A* 139,151 3,300 Gannett Co., Inc. 234,729 61,000 Insight Communications Co., Inc.* 674,050 11,000 McGraw-Hill Companies, Inc. 486,750 5,100 Viacom, Inc., Class B 163,302 ------------- 3,875,199 ------------- MEDICAL SUPPLIES -- 3.3% 3,000 Becton, Dickinson & Co. 157,410 19,200 Fisher Scientific International, Inc.* 1,246,080 50,800 Owens & Minor, Inc. 1,643,380 89,600 Steris Corp. 2,308,992 96,700 Viasys Healthcare, Inc.* 2,184,453 ------------- 7,540,315 ------------- METALS -- 0.5% 52,000 General Cable Corp.* 771,160 3,000 Phelps Dodge Corp. 277,500 ------------- 1,048,660 ------------- NUMBER OF SHARES VALUE + METALS AND MINING -- 0.2% 8,000 Nucor Corp. $364,960 35,000 Pacific Rim Mining Corp.* 20,650 ------------- 385,610 ------------- OIL AND GAS -- 2.7% 2,600 Anadarko Petroleum Corp. 213,590 13,200 Canadian Natural Resources Ltd. 480,216 17,000 Chevron Corp. 950,640 14,200 ConocoPhillips 816,358 15,300 Exxon Mobil Corp. 879,291 157,883 Hanover Compressor Co.* 1,817,233 7,500 Marathon Oil Corp. 400,275 6,600 Valero Energy Corp. 522,126 ------------- 6,079,729 ------------- PHARMACEUTICALS -- 3.2% 6,900 Abbott Laboratories 338,169 12,800 Amgen, Inc.* 773,888 10,100 Cardinal Health, Inc. 581,558 67,300 Hospira, Inc.* 2,624,700 17,900 Johnson & Johnson 1,163,500 11,300 McKesson Corp. 506,127 8,400 Merck & Co., Inc. 258,720 42,100 Pfizer, Inc. 1,177,666 269,200 PharmChem Laboratories, Inc.*(a) 915 ------------- 7,425,243 ------------- RESTAURANTS -- 1.0% 65,000 Ruby Tuesday, Inc. 1,683,500 10,500 Yum! Brands, Inc. 546,840 ------------- 2,230,340 ------------- RETAILERS -- 3.2% 3,900 Best Buy Co., Inc. 267,345 75,125 Big Lots, Inc.* 994,655 7,600 Federated Department Stores, Inc. 556,928 66,300 Geerlings & Wade, Inc.* 84,864 18,800 Home Depot, Inc. 731,320 24,900 Kroger Co.* 473,847 9,500 Limited Brands 203,490 6,700 Nordstrom, Inc. 455,399 48,600 Pier 1 Imports, Inc. 689,634 20,500 Safeway, Inc. 463,095 100,000 Saks, Inc.* 1,897,000 3,300 Target Corp. 179,553 60,000 Whitehall Jewellers, Inc.* 411,000 ------------- 7,408,130 ------------- TELEPHONE SYSTEMS -- 1.7% 16,100 BellSouth Corp. 427,777 311,400 Cincinnati Bell, Inc.* 1,339,020 94,100 General Communications, Inc., Class A* 928,767 24,100 United States Cellular Corp.* 1,203,554 ------------- 3,899,118 ------------- TEXTILES, CLOTHING, AND FABRICS -- 0.2% 6,000 Coach, Inc.* 201,420 3,200 Nike Inc., Class B 277,120 ------------- 478,540 ------------- TRANSPORTATION -- 2.1% 8,400 Burlington Northern Santa Fe Corp. 395,472 4,050 Canadian National Railway Co. 233,483
19 -------------------------------------------------------------------------------- TIFF US EQUITY FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
NUMBER OF SHARES VALUE + 20,000 CNF, Inc. $898,000 41,800 EGL, Inc.* 849,376 64,100 Tidewater, Inc. 2,443,492 ------------- 4,819,823 ------------- Total Common Stocks (Cost $100,989,360) 127,701,340 ------------- COMMINGLED INVESTMENT VEHICLES -- 22.6% PRIVATE INVESTMENT FUNDS -- 22.6% 279,429 Adage Capital Partners, LP*(a)(b)(c)(d) 32,390,359 178,350 Freeman Fair Value Fund I, LP*(b)(c)(d)(e) 18,915,369 250 Gotham Partners, LP*(a)(b)(c)(d) 373,576 ------------- 51,679,304 ------------- Total Commingled Investment Vehicles (Cost $46,024,508) 51,679,304 -------------
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE SHORT-TERM INVESTMENTS -- 22.0% REPURCHASE AGREEMENT -- 11.2% $25,651,405 Investors Bank & Trust Repurchase Agreement issued 06/30/05 (proceeds at maturity $25,652,838) (Collateralized by a $20,923,502 FHLMC, 3.62%, due 06/15/34, a $5,173,600 SBA, 6.375%, due 12/25/23, and a $334,553 SBA, 6.825%, due 09/25/15 with market values of $21,000,000, $5,577,095 and $356,881, respectively) (Cost $25,651,405) 2.010% 07/01/05 25,651,405 ------------ US TREASURY SECURITY -- 10.8%# 25,000,000 US Treasury Bill+ (Cost $24,748,430) 3.144% 10/27/05 24,746,225 ------------ Total Short-Term Investments (Cost $50,399,835) 50,397,630 Total Investments -- 100.3% (Cost $197,413,703) 229,778,274 Liabilities in Excess of Other Assets -- (0.3%) (747,421) ------------ NET ASSETS -- 100.0% $229,030,853 ============
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS): Basic Industries 0.4% Capital Equipment 10.1 Consumer Goods 12.2 Energy 4.6 Finance 10.2 Materials 1.9 Multi-Industry 0.5 Private Investment Funds(d) 22.6 Repurchase Agreements 11.2 Services 15.8 US Treasury Obligations 10.8 Financial Futures Contracts (0.7) Other Assets in Excess of Other Liabilities 0.4 ----- TOTAL 100.0% =====
FHLMC Freddie Mac SBA Small Business Administration # Interest rate represents the yield to maturity at the time of purchase. * Non-income producing security. + Security or a portion thereof is held as initial margin for financial futures contracts. See Appendix C of Notes to Financial Statements. + See Note 2 to the Financial Statements. (a) Illiquid security. (b) Restricted security. See Appendix E of Notes to Financial Statements. (c) Security is valued in good faith under procedures established by the board of directors. (d) Portfolio holdings information of the Private Investment Funds is not available as of June 30, 2005. These positions are therefore grouped into their own industry classification. (e) The valuation committee has determined the partnership interest in Freeman Fair Value Fund I, LP to be liquid based on the ability to redeem the private investment fund interest upon seven days notice and payment of a 0.25% redemption fee. The TIP board of directors duly ratified the liquidity determination and agreed to fair value the private investment fund at 99.75% of its stated market value to take into account this potential redemption fee. See accompanying Notes to Financial Statements. 20 -------------------------------------------------------------------------------- TIFF GOVERNMENT BOND FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + US TREASURY SECURITY -- 99.1% $41,091,000 US Treasury Note+ (Cost $41,473,601) 4.125% 05/15/15 $41,691,298 ------------ SHORT-TERM INVESTMENTS -- 52.7% REPURCHASE AGREEMENTS -- 52.7% 3,300,000 Bear, Stearns & Co., Inc. Repurchase Agreement issued 06/29/05 (proceeds at maturity $3,302,310) (Collateralized by a $2,235,000 US Treasury Bond, 8.125%, due 08/15/21, with a market value of $3,255,068) 3.150% 07/06/05 3,300,000 723,596 Investors Bank & Trust Company Repurchase Agreement issued 06/30/05 (proceeds at maturity $723,636) (Collateralized by a $760,106 FNMA, 3.864%, due 01/25/32, with a market value of $759,776) 2.010% 07/01/05 723,596 PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + $18,150,000 Nomura Asset Securities Corp. Repurchase Agreement issued 06/28/05 (proceeds at maturity $18,162,302) (Collateralized by a $14,545,000 US Treasury Bond, 6.25%, due 08/15/23, with a market value of $18,190,341) 3.050% 07/05/05 $18,150,000 ------------ Total Repurchase Agreements (Cost $22,173,596) 22,173,596 ------------ Total Short-Term Investments (Cost $22,173,596) 22,173,596 ------------ Total Investments -- 151.8% (Cost $63,647,197) 63,864,894 Liabilities in Excess of Other Assets -- (51.8%) (21,795,142) ------------ NET ASSETS -- 100.0% $42,069,752 ============
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS): Repurchase Agreements 52.7% US Government Obligations 99.1 Reverse Repurchase Agreements (52.1) Other Assets in Excess of Other Liabilities 0.3 ----- TOTAL 100.0% =====
FNMA Fannie Mae + Security or a portion thereof is held as collateral by the counterparty for reverse repurchase agreements. See Appendix F of Notes to Financial Statements. + See Note 2 to the Financial Statements. See accompanying Notes to Financial Statements. 21 -------------------------------------------------------------------------------- TIFF SHORT-TERM FUND / SCHEDULE OF INVESTMENTS (UNAUDITED) JUNE 30, 2005
PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE + SHORT-TERM INVESTMENTS -- 99.0% US TREASURY SECURITIES -- 98.4%# $20,500,000 US Treasury Bill 3.123% 11/17/05 $20,251,745 23,000,000 US Treasury Bill 3.101% 12/01/05 22,691,777 50,050,000 US Treasury Bill 3.049% 12/08/05 49,351,202 1,000,000 US Treasury Bill 3.135% 12/22/05 984,578 19,000,000 US Treasury Bill 3.326% 12/29/05 18,694,727 ------------- Total US Treasury Securities (Cost $112,006,672) 111,974,029 ------------- TIME DEPOSIT -- 0.6% 618,000 Investors Bank & Trust Company (Cost $618,000) 2.750% 07/01/05 618,000 ------------- Total Short-Term Investments (Cost $112,624,672) 112,592,029 ------------- Total Investments -- 99.0% (Cost $112,624,672) 112,592,029 Other Assets in Excess of Liabilities -- 1.0% 1,189,450 ------------- NET ASSETS -- 100.0% $113,781,479 =============
SUMMARY OF INDUSTRY CLASSIFICATIONS (AS A % OF TOTAL NET ASSETS): Time Deposit 0.6% US Treasury Obligations 98.4 Other Assets in Excess of Other Liabilities 1.0 ----- TOTAL 100.0% =====
# Interest rate represents the yield to maturity at the time of purchase. + See Note 2 to the Financial Statements. See accompanying Notes to Financial Statements. 22 -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) JUNE 30, 2005
TIFF TIFF TIFF MULTI-ASSET INTERNATIONAL US EQUITY FUND EQUITY FUND FUND ASSETS Investments in securities, at value (a)(b) $887,461,075 $199,603,773 $229,778,274 Cash 7,917,818 5,969,068 4,514 Foreign currency (c) 104,102 136,100 -- Receivables for: Capital stock sold 698,975 -- -- Securities sold 6,551,329 1,315,140 615,257 Securities sold short 5,196,196 -- -- Dividends and tax reclaims 851,855 520,520 75,488 Open swap contracts (i) 430,265 -- -- Pending investments 10,000,000 -- -- Interest 1,003,100 988 1,608 Unrealized appreciation on forward currency contracts (f) 422,709 329,986 -- Deposit with broker for short sales 13,799,409 -- -- ----------------------------------------- Total assets 934,436,833 207,875,575 230,475,141 ----------------------------------------- LIABILITIES Payable for: Capital stock repurchased 33,906 -- 92,047 Securities purchased 5,460,562 984,595 693,086 Delayed delivery contracts 4,659,214 -- -- Securities purchased to cover short sales 424,615 -- -- Variation margin on financial futures contracts 636,216 175,278 545,000 Reverse repurchase agreements (Note 5) (h) 33,580,424 -- -- Dividends from securities sold short 77,682 -- -- Dividends from net investment income 2,180,228 418,899 40,660 Market value of securities sold short (d) 19,167,218 -- -- Unrealized depreciation on forward currency contracts (f) 38,532 26,070 -- Accrued expenses and other liabilities 360,245 361,748 73,495 ----------------------------------------- Total liabilities 66,618,842 1,966,590 1,444,288 ----------------------------------------- NET ASSETS $867,817,991 $205,908,985 $229,030,853 ========================================= SHARES OUTSTANDING (G) 59,608,772 15,639,778 15,746,510 ========================================= NET ASSET VALUE PER SHARE $ 14.56 $ 13.17 $ 14.54 ========================================= COMPONENTS OF NET ASSETS: Capital stock (e) $757,697,722 $173,633,871 $187,946,477 Distribution in excess of net investment income (5,944,087) (2,471,547) (226,406) Accumulated net realized gain (loss) on investments 3,239,886 (11,139,936) 10,490,222 Net unrealized appreciation on investments, short sales, financial futures contracts, swap agreements, forward currency contracts, and translation of assets and liabilities denominated in foreign currency 112,824,470 45,886,597 30,820,560 ----------------------------------------- $867,817,991 $205,908,985 $229,030,853 ========================================= ------------------------------------------------------------------------------ (a) Cost of investments $773,134,355 $153,821,920 $197,413,703 (b) Includes repurchase agreements of $24,788,729 $ 11,177,958 $ 25,651,405 (c) Cost of foreign currency $ 104,262 $ 136,227 $ -- (d) Proceeds $18,608,447 $ -- $ -- (e) Includes accumulated entry/exit fees of $ 7,668,000 $ 3,501,260 $ 1,546,685
(f) Appendix B of the Notes to Financials details each funds' open forward currency contracts at June 30, 2005 (g) Authorized 500,000,000 shares, par value $0.001 for each fund. (h) Appendix F of the Notes to Financials details each funds' open reverse repurchase agreements at June 30, 2005. (i) Appendix G of the Notes to Financials details each funds' open swap agreements at June 30, 2005. See accompanying Notes to Financial Statements. 23 -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) JUNE 30, 2005
TIFF TIFF GOVERNMENT SHORT-TERM BOND FUND TERM ASSETS Investments in securities, at value (a)(b) $63,864,894 $112,592,029 Cash 4,135 20,002,884 Receivables for: Capital stock sold -- 645,601 Interest 221,727 13,450 ------------------------- Total assets 64,090,756 133,253,964 ------------------------- LIABILITIES Payable for: Capital stock repurchased -- 696,757 Securities purchased -- 18,690,012 Reverse repurchase agreements (Note 5) (d) 21,934,955 -- Dividends from net investment income 19,774 29,460 Accrued expenses and other liabilities 66,275 56,256 ------------------------- Total liabilities 22,021,004 19,472,485 ------------------------- NET ASSETS $42,069,752 $113,781,479 ========================= SHARES OUTSTANDING (C) 4,233,081 11,631,423 ========================= NET ASSET VALUE PER SHARE $ 9.94 $ 9.78 ========================= COMPONENTS OF NET ASSETS: Capital stock $41,915,144 $116,892,853 Distribution in excess of net investment income (24,531) (1,612) Accumulated net realized loss on investments (38,558) (3,077,119) Net unrealized appreciation (depreciation) on investments 217,697 (32,643) ------------------------- $42,069,752 $113,781,479 ========================= ------------------------------------------------------------------- (a) Cost of investments $63,647,197 $112,624,672 (b) Includes repurchase agreements of $22,173,596 $ --
(c) Authorized 500,000,000 shares, par value $0.001 for each fund. (d) Appendix F of the Notes to Financials details each funds' open reverse repurchase agreements at June 30, 2005. See accompanying Notes to Financial Statements. 24 -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2005
TIFF TIFF TIFF MULTI-ASSET INTERNATIONAL US EQUITY FUND EQUITY FUND FUND INVESTMENT INCOME Interest $5,014,138 $ 177,121 $ 394,267 Dividends (a) 6,984,471 3,163,182 1,695,010 Miscellaneous income 2,290,406 28,291 38,468 ---------------------------------------- Total investment income 14,289,015 3,368,594 2,127,745 ---------------------------------------- OPERATING EXPENSES Investment advisory fees 746,039 147,661 171,377 Money manager fees 1,364,005 541,102 356,354 Custodian and accounting fees 382,934 189,728 94,340 Administration fees 135,013 35,754 41,193 Member recordkeeping fees 7,804 3,743 5,024 Professional fees 129,023 78,596 76,860 Operations monitoring agent fees 74,680 19,003 22,061 Chief compliance officer fees 30,727 7,856 9,134 Insurance expense 14,618 4,691 6,668 Registration and filing fees 32,686 10,772 9,370 Miscellaneous fees and expenses 24,667 18,205 11,146 ---------------------------------------- Total operating expenses 2,942,196 1,057,111 803,527 Fee waivers/reimbursements (Note 3) -- (36,532) (8,645) Interest expense (Note 5) 340,090 -- -- Dividends on securities sold short 209,844 -- -- ---------------------------------------- Net operating expenses 3,492,130 1,020,579 794,882 ---------------------------------------- Net investment income 10,796,885 2,348,015 1,332,863 ---------------------------------------- NET REALIZED GAIN (LOSS) ON: Investments (b) 14,572,004 2,777,579 12,030,341 Short sales (765,246) (25,112) -- Swap agreements 2,173,666 -- -- Financial futures contracts 2,847,954 782,151 191,074 Forward currency contracts and foreign currency-related transactions (1,649,163) (1,001,948) (23) ---------------------------------------- Net realized gain 17,179,215 2,532,670 12,221,392 ---------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON: Investments 345,327 (3,710,000) (9,805,184) Short sales (491,002) 22,862 -- Financial futures contracts (3,649,037) (1,342,581) (1,591,611) Forward currency contract and other assets and liabilities and foreign currency-related transactions 346,067 322,454 -- ---------------------------------------- Net change in unrealized depreciation (3,448,645) (4,707,265) (11,396,795) ---------------------------------------- Net realized and unrealized gain (loss) 13,730,570 (2,174,595) 824,597 ---------------------------------------- Net increase in net assets resulting from operations $24,527,455 $ 173,420 $ 2,157,460 ======================================== ----------------------------------------------------------------------------- (a) Net of foreign withholding taxes of $ 316,596 $ 295,564 $ 1,507 (b) Net of foreign withholding taxes on capital gains of $ 57,344 $ 80,701 $ --
See accompanying Notes to Financial Statements. 25 -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2005
TIFF TIFF GOVERNMENT SHORT-TERM BOND FUND TERM INVESTMENT INCOME Interest $1,439,947 $1,546,456 Miscellaneous income 240 -- ---------------------- Total investment income 1,440,187 1,546,456 ---------------------- OPERATING EXPENSES Investment advisory fees 10,653 16,007 Money manager fees 15,209 -- Custodian and accounting fees 20,071 28,646 Administration fees 9,207 20,238 Member recordkeeping fees 1,869 5,423 Professional fees 32,549 23,327 Operations monitoring agent fees 4,116 10,281 Chief compliance officer fees 1,656 4,127 Insurance expense 758 2,900 Registration and filing fees 6,767 27,200 Miscellaneous fees and expenses 308 1,673 ---------------------- Total operating expenses 103,163 139,822 Fee waivers/reimbursements (Note 3) (10,653) -- Interest expense (Note 5) 389,639 -- ---------------------- Net operating expenses 482,149 139,822 ---------------------- Net investment income 958,038 1,406,634 ---------------------- NET REALIZED GAIN (LOSS) ON: Investments 902,311 (69,382) ---------------------- NET CHANGE IN UNREALIZED DEPRECIATION ON: Investments (72,652) (8,060) ---------------------- Net realized and unrealized gain (loss) 829,659 (77,442) ---------------------- Net increase in net assets resulting from operations $1,787,697 $1,329,192 ======================
See accompanying Notes to Financial Statements. 26 -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS
TIFF TIFF INTERNATIONAL MULTI-ASSET FUND EQUITY FUND -------------------------- -------------------------- Six Months Six Months Ended Year Ended Year 6/30/05 Ended 6/30/05 Ended (unaudited) 12/31/2004 (unaudited) 12/31/2004 INCREASE IN NET ASSETS FROM OPERATIONS Net investment income $10,796,885 $ 7,484,214 $ 2,348,015 $ 1,989,448 Net realized gain on investments, short sales, financial futures contracts, swap agreements, forward currency contracts, and foreign currency-related transactions 16,748,950 32,178,331 2,532,670 15,730,668 Net change in unrealized appreciation (depreciation) on investments, short sales, financial futures contracts, swap agreements, forward currency contracts, and translation of other assets and liabilities denominated in foreign currencies (3,018,380) 39,185,829 (4,707,265) 16,127,963 ------------------------------------------------------ Net increase in net assets resulting from operations 24,527,455 78,848,374 173,420 33,848,079 ------------------------------------------------------ DISTRIBUTIONS From net investment income (8,051,165) (11,888,604) (2,422,066) (4,769,897) From net realized gains -- (26,646,233) -- -- ------------------------------------------------------ Decrease in net assets resulting from distributions (8,051,165) (38,534,837) (2,422,066) (4,769,897) ------------------------------------------------------ CAPITAL SHARE TRANSACTIONS, NET (SEE APPENDIX D) 145,541,411 243,392,628 12,950,149 (2,477,596) ------------------------------------------------------ Total increase in net assets 162,017,701 283,706,165 10,701,503 26,600,586 NET ASSETS Beginning of period 705,800,290 422,094,125* 195,207,482 168,606,896 ------------------------------------------------------ End of period $867,817,991 $705,800,290 $205,908,985 $195,207,482 ====================================================== DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME $(5,944,087) $ (8,689,807) $(2,471,547) $ (2,397,496) --------------------------------------------------------------------------------------
* Certain amounts for the year ended December 31, 2003 have been restated. See Note 11 of the Notes to Financial Statements. See accompanying Notes to Financial Statements. 27 -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS
TIFF US TIFF GOVERNMENT EQUITY FUND BOND FUND -------------------------- ------------------------ Six Months Six Months Ended Year Ended Year 6/30/05 Ended 6/30/05 Ended (unaudited) 12/31/2004 (unaudited) 12/31/2004 INCREASE IN NET ASSETS FROM OPERATIONS Net investment income $ 1,332,863 $ 1,087,725 $ 958,038 $ 1,108,800 Net realized gain (loss) on investments, financial futures contracts, and foreign currency-related transactions 12,221,392 24,919,570 902,311 (85,344) Net change in unrealized appreciation (depreciation) on investments, financial futures contracts, and translation of other assets and liabilities denominated in foreign currencies (11,396,795) 642,527 (72,652) 155,737 ---------------------------------------------------- Net increase in net assets resulting from operations 2,157,460 26,649,822 1,787,697 1,179,193 ---------------------------------------------------- DISTRIBUTIONS From net investment income (1,318,574) (1,754,170) (961,762) (1,127,776) ---------------------------------------------------- CAPITAL SHARE TRANSACTIONS, NET (SEE APPENDIX D) (1,577,635) (27,624,176) 31,380 3,250,215 ---------------------------------------------------- Total increase (decrease) in net assets (738,749) (2,728,524) 857,315 3,301,632 NET ASSETS Beginning of period 229,769,602 232,498,126 41,212,437 37,910,805 ---------------------------------------------------- End of period $229,030,853 $229,769,602 $42,069,752 $41,212,437 ==================================================== DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME $ (226,406) $ (240,695) $ (24,531) $ (20,807) ------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements. 28 -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS
TIFF SHORT-TERM FUND -------------------------- Six Months Ended Year 6/30/05 Ended (unaudited) 12/31/2004 INCREASE IN NET ASSETS FROM OPERATIONS Net investment income $ 1,406,634 $ 1,321,773 Net realized loss on investments (69,382) (216,260) Net change in unrealized depreciation on investments (8,060) (39,491) -------------------------- Net increase in net assets resulting from operations 1,329,192 1,066,022 -------------------------- DISTRIBUTIONS From net investment income (1,394,114) (1,396,540) -------------------------- CAPITAL SHARE TRANSACTIONS, NET (SEE APPENDIX D) 22,773,818 (37,257,268) -------------------------- Total increase (decrease) in net assets 22,708,896 (37,587,786) NET ASSETS Beginning of period 91,072,583 128,660,369 -------------------------- End of period $113,781,479 $ 91,072,583 ========================== DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME $ (1,612) $ (14,132) --------------------------------------------------------------------
See accompanying Notes to Financial Statements. 29 -------------------------------------------------------------------------------- STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2005
TIFF GOVERNMENT BOND FUND CASH FLOWS FROM OPERATING ACTIVITIES Net increase in net assets resulting from operations $ 1,787,697 Adjustments to reconcile net increase in net assets resulting from operations to net cash used for operating activities: Investments purchased (97,789,515) Investments sold 98,000,492 Sale of short term investments, net 18,405,914 Amortization of discount and premium, net (24,473) Decrease in dividends payable (1,033) Decrease in interest receivable 10,138 Decrease in accrued expenses and other liabilities (5,893) Increase in interest expense payable 17,439 Net change in unrealized depreciation on investments 72,652 Net realized gain from investments (902,311) ------------ Net cash provided by operating activities 19,571,107 ------------ CASH FLOWS USED FOR FINANCING ACTIVITIES Proceeds from shares sold 9,462,181 Shares redeemed (10,264,979) Cash distributions paid (127,584) Decrease in payable for reverse repurchase agreements (18,636,590) ------------ Net cash used for financing activities (19,566,972) ------------ NET INCREASE IN CASH 4,135 ------------ Cash at beginning of period 0 ------------ Cash at end of period $ 4,135 ============ ----------------------------------------------------------------
Note: Non-cash financing activities not included herein consist of reinvestment of all distributions of $834,178. This Statement of Cash Flows has been included as required by Financial Accounting Standard (FAS) 95. The TIFF Multi-Asset, International Equity, US Equity, and Short-Term Funds are not required to present a Statement of Cash Flows pursuant to an exemption provided by FAS 102. See accompanying Notes to Financial Statements. 30 -------------------------------------------------------------------------------- TIFF MULTI-ASSET FUND -- FINANCIAL HIGHLIGHTS
Six Months Ended Year Year Year Year Year 6/30/05 Ended Ended Ended Ended Ended (unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 For a share outstanding throughout each period Net asset value, beginning of period $ 14.24 $ 13.19 $ 10.61 $ 11.59 $ 12.18 $ 13.41 ------------------------------------------------------------------ INCOME FROM INVESTMENT OPERATIONS Net investment income 0.20+ 0.20+ 0.21 0.20 0.17 0.23 Net realized and unrealized gain (loss) on investments* 0.25 1.67 2.57 (0.96) (0.59) 0.04 ------------------------------------------------------------------ Total from investment operations 0.45 1.87 2.78 (0.76) (0.42) 0.27 ------------------------------------------------------------------ LESS DISTRIBUTIONS FROM Net investment income (0.14) (0.28) (0.22) (0.24) (0.17) (0.28) Net realized gains -- (0.57) -- -- (0.01) (1.24) ------------------------------------------------------------------ Total distributions (0.14) (0.85) (0.22) (0.24) (0.18) (1.52) ------------------------------------------------------------------ Entry/exit fee per share (Note 6) 0.01 0.03 0.02 0.02 0.01 0.02 ------------------------------------------------------------------ Net asset value, end of period $ 14.56 $ 14.24 $ 13.19 $ 10.61 $ 11.59 $ 12.18 ================================================================== TOTAL RETURN (A) 3.23%(d) 14.57% 26.65% (6.33%) (3.34%) 2.39% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000s) $867,818 $705,800 $422,094(b) $250,536 $208,441 $215,035 Ratio of expenses to average net assets 0.76%(c) 0.72% 0.72%(b) 0.76% 0.97% 0.94% Ratio of expenses to average net assets, inclusive of interest expense and dividends on securities sold short 0.90%(c) 0.77% 0.75%(b) -- -- -- Ratio of net investment income to average net assets 2.79%(c) 1.45% 1.57%(b) 1.44% 1.42% 1.67% Portfolio turnover 36.64%(d) 103.35% 116.53% 128.81% 139.64% 156.15%
-------------------------------------------------------------------------------- (a) Total return assumes dividend reinvestment and includes the effects of entry and exit fees received by the fund; however, a member's 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. (b) As a result of a revision to money manager fees accrued, certain amounts for the year ended December 31, 2003 have been changed from what was previously reported. The impact of this revision was a decrease to the ratio of net investment income to average net assets of 0.02% and a corresponding increase to the ratio of expenses to average net assets of 0.02%. See Note 12 of the Notes to Financial Statements. (c) Annualized. (d) Not annualized. * Includes foreign currency-related transactions. + Calculation based on average shares outstanding. See accompanying Notes to Financial Statements. 31 -------------------------------------------------------------------------------- TIFF INTERNATIONAL EQUITY FUND -- FINANCIAL HIGHLIGHTS
Six Months Ended Year Year Year Year Year 6/30/05 Ended Ended Ended Ended Ended (unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 For a share outstanding throughout each period Net asset value, beginning of period $ 13.30 $ 11.16 $ 8.02 $ 9.09 $ 11.25 $ 13.58 ------------------------------------------------------------------ INCOME FROM INVESTMENT OPERATIONS Net investment income 0.17 0.15 0.16 0.06 0.07 0.12 Net realized and unrealized gain (loss) on investments* (0.15) 2.31 3.13 (1.08) (2.05) (1.74) ------------------------------------------------------------------ Total from investment operations 0.02 2.46 3.29 (1.02) (1.98) (1.62) ------------------------------------------------------------------ LESS DISTRIBUTIONS FROM Net investment income (0.16) (0.34) (0.15) (0.05) (0.03) (0.08) Net realized gains -- -- -- -- (0.12) (0.65) Return of capital -- -- -- -- (0.04) -- ------------------------------------------------------------------ Total distributions (0.16) (0.34) (0.15) (0.05) (0.19) (0.73) ------------------------------------------------------------------ Entry/exit fee per share (Note 6) 0.01 0.02 --# --# 0.01 0.02 ------------------------------------------------------------------ Net asset value, end of period $ 13.17 $ 13.30 $ 11.16 $ 8.02 $ 9.09 $ 11.25 ================================================================== TOTAL RETURN (A) 0.23%(c) 22.51% 41.33% (11.24%) (17.49%) (11.66%) RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000s) $205,909 $195,207 $168,607 $123,219 $142,396 $181,110 Ratio of expenses to average net assets 1.04%(b) 1.19% 1.17% 1.38% 1.40% 1.16% Ratio of expenses to average net assets before expense waivers 1.07%(b) 1.21% 1.17% 1.38% 1.40% 1.16% Ratio of net investment income to average net assets 2.39%(b) 1.18% 1.41% 0.67% 0.68% 0.99% Portfolio turnover 4.17%(c) 55.17% 48.98% 48.07% 54.96% 62.04%
-------------------------------------------------------------------------------- (a) Total return assumes dividend reinvestment and includes the effects of entry and exit fees received by the fund; however, a member's 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. In certain periods, total return would have been lower had certain expenses not been waived. (b) Annualized. (c) Not annualized. * Includes foreign currency-related transactions. # Rounds to less than $0.01. See accompanying Notes to Financial Statements. 32 -------------------------------------------------------------------------------- TIFF US EQUITY FUND -- FINANCIAL HIGHLIGHTS
Six Months Ended Year Year Year Year Year 6/30/05 Ended Ended Ended Ended Ended (unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 For a share outstanding throughout each period Net asset value, beginning of period $ 14.49 $ 12.95 $ 9.59 $ 12.08 $ 12.96 $ 15.78 ------------------------------------------------------------------ INCOME FROM INVESTMENT OPERATIONS Net investment income 0.08 0.07 0.02 --# 0.01 0.12 Net realized and unrealized gain (loss) on investments* 0.05 1.57 3.36 (2.49) (0.85) (0.61) ------------------------------------------------------------------ Total from investment operations 0.13 1.64 3.38 (2.49) (0.84) (0.49) ------------------------------------------------------------------ LESS DISTRIBUTIONS FROM Net investment income (0.08) (0.11) (0.02) -- (0.03) (0.10) Net realized gains -- -- -- -- -- (2.24) Return of capital -- -- -- -- (0.01) -- ------------------------------------------------------------------ Total distributions (0.08) (0.11) (0.02) -- (0.04) (2.34) ------------------------------------------------------------------ Entry/exit fee per share (Note 6) --# 0.01 --# --# --# 0.01 ------------------------------------------------------------------ Net asset value, end of period $ 14.54 $ 14.49 $ 12.95 $ 9.59 $ 12.08 $ 12.96 ================================================================== Total return (a) 1.01%(c) 12.75% 35.24% (20.61%) (6.51%) (2.67%) RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000s) $229,031 $229,770 $232,498 $174,477 $217,578 $242,806 Ratio of expenses to average net assets 0.70%(b) 0.73% 0.85% 1.22% 1.28% 0.79% Ratio of expenses to average net assets before expense waivers 0.70%(b) 0.74% 0.85% 1.22% 1.28% 0.79% Ratio of net investment income to average net assets 1.16%(b) 0.48% 0.19% --# 0.07% 0.82% Portfolio turnover 18.70%(c) 57.49% 60.32% 60.45% 103.40% 88.20%
-------------------------------------------------------------------------------- (a) Total return assumes dividend reinvestment and includes the effects of entry and exit fees received by the fund; however, a member's 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. In certain periods, total return would have been lower had certain expenses not been waived. (b) Annualized. (c) Not annualized. * Includes foreign currency-related transactions. # Rounds to less than 0.01% or $0.01 as applicable. See accompanying Notes to Financial Statements. 33 -------------------------------------------------------------------------------- TIFF GOVERNMENT BOND FUND -- FINANCIAL HIGHLIGHTS
Six Months Ended Year Period 6/30/05 Ended from 3/31/03* (unaudited) 12/31/04 to 12/31/03 For a share outstanding throughout each period Net asset value, beginning of period $ 9.76 $ 9.72 $ 10.00 ----------------------------------------- INCOME FROM INVESTMENT OPERATIONS Net investment income 0.22 0.39 0.29 Net realized and unrealized gain (loss) on investments 0.18 0.04 (0.27) ----------------------------------------- Total from investment operations 0.40 0.43 0.02 ----------------------------------------- LESS DISTRIBUTIONS FROM Net investment income (0.22) (0.39) (0.30) ----------------------------------------- Net asset value, end of period $ 9.94 $ 9.76 $ 9.72 ========================================= TOTAL RETURN (A) 4.17%(c) 4.48% 0.20%(c) RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000s) $ 42,070 $ 41,212 $ 37,911 Ratio of expenses to average net assets, exclusive of interest expense 0.43%(b) 0.69% 0.46%(b) Ratio of expenses to average net assets, inclusive of interest expense 2.26%(b) 1.55% 0.99%(b) Ratio of expenses to average net assets before expense waivers, inclusive of interest expense 2.31%(b) 1.60% 1.05%(b) Ratio of net investment income to average net assets 4.50%(b) 3.93% 3.93%(b) Portfolio turnover 230.24%(c) 419.77% 322.22%(c)
-------------------------------------------------------------------------------- (a) Total return assumes dividend reinvestment and would have been lower had certain expenses not been waived. (b) Annualized. (c) Not annualized. * Commencement of Operations. See accompanying Notes to Financial Statements. 34 -------------------------------------------------------------------------------- TIFF SHORT-TERM FUND -- FINANCIAL HIGHLIGHTS
Six Months Ended Year Year Year Year Year 6/30/05 Ended Ended Ended Ended Ended (unaudited) 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 For a share outstanding throughout each period Net asset value, beginning of period $ 9.79 $ 9.83 $ 9.97 $ 10.02 $ 10.00 $ 9.94 ------------------------------------------------------------------ INCOME FROM INVESTMENT OPERATIONS Net investment income 0.13 0.12 0.16 0.24 0.47 0.60 Net realized and unrealized gain (loss) on investments (0.01) (0.03) (0.07) (0.03) 0.04 0.06 ------------------------------------------------------------------ Total from investment operations 0.12 0.09 0.09 0.21 0.51 0.66 ------------------------------------------------------------------ LESS DISTRIBUTIONS FROM Net investment income (0.13) (0.13) (0.23) (0.24) (0.47) (0.60) Net realized gains -- -- -- -- (0.02) -- Return of capital -- -- -- (0.02) (0.00)# -- ------------------------------------------------------------------ Total distributions (0.13) (0.13) (0.23) (0.26) (0.49) (0.60) ------------------------------------------------------------------ ------------------------------------------------------------------ Net asset value, end of period $ 9.78 $ 9.79 $ 9.83 $ 9.97 $ 10.02 $ 10.00 ================================================================== TOTAL RETURN 1.23%(d) 0.92%(a) 0.88%(a) 2.11%(a) 5.29%(a) 6.86%(a) RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000s) $113,781 $ 91,073 $128,660 $171,209 $ 93,882 $ 76,835 Ratio of expenses to average net assets 0.26%(c) 0.31% 0.35% 0.35% 0.35% 0.35% Ratio of expenses to average net assets before expense waivers 0.26%(c) 0.36% 0.39% 0.38% 0.40% 0.43% Ratio of net investment income to average net assets 2.64%(c) 1.19% 1.76% 2.30% 4.75% 6.07% Portfolio turnover 0.00%(b) 0.00%(b) 288.22% 87.15% 145.69% 267.48%
-------------------------------------------------------------------------------- (a) Total return assumes dividend reinvestment and in certain periods would have been lower had certain expenses not been waived. (b) Due to change in investment policies the fund no longer purchases or sells securities with greater than one year to maturity; therefore under SEC rules for the calculation of portfolio turnover, the transactions entered into by the fund do not count as portfolio turnover. (c) Annualized. (d) Not annualized. # Rounds to less than $0.01. See accompanying Notes to Financial Statements. 35 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 1. ORGANIZATION TIFF Investment Program, Inc. ("TIP") was organized as a Maryland corporation on December 23, 1993, and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. TIP currently has five active funds: TIFF Multi-Asset Fund ("Multi-Asset"), TIFF International Equity Fund ("International Equity"), TIFF US Equity Fund ("US Equity"), TIFF Government Bond Fund ("Government Bond"), and TIFF Short-Term Fund ("Short-Term"), collectively referred to as the "funds." INVESTMENT OBJECTIVES
------------------------------------------------------------------------------------------------------ FUND INVESTMENT OBJECTIVES ------------------------------------------------------------------------------------------------------ Attain a growing stream of current income and appreciation of principal that at least offsets Multi-Asset inflation. Attain appreciation of principal that at least International Equity offsets inflation. Attain a growing stream of current income and appreciation of principal that at least offsets US Equity inflation. Government Bond Attain as high a rate of current income as is consistent with maintaining liquidity and to provide a hedge against deflation-induced declines in common stock prices and dividend streams. Short-Term Attain as high a rate of current income as is consistent with ensuring that the fund's risk of principal loss does not exceed that of a portfolio invested in six-month US Treasury bills.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of asset and liabilities, the reported amounts of increases and decreases in net assets from operations during the reported period, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. VALUATION OF INVESTMENTS Securities listed on a securities exchange for which market quotations are readily available are generally valued at their last quoted sales price on the principal exchange on which they are traded 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 and are deemed representative of market values at the close. Unlisted securities or securities for which over-the-counter market quotations are readily available are valued at the latest bid price. Short-term debt securities having a remaining maturity of 60 days or less are valued at amortized cost, which approximates fair value, or by amortizing their value on the 61st day prior to maturity if their term to maturity at the date of purchase was greater than 60 days. Exchange-traded and over-the-counter options and futures contracts are valued at the closing 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 future and 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. 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 over-the-counter markets) and the time at which net asset value of the funds is determined may be reflected in the funds' calculation of the net asset value if the funds' valuation committee believes that the particular event would materially affect net asset value. The funds also employ a fair value model to adjust prices of foreign securities. Certain funds invest in private investment funds formed for the purpose of earning returns from alternative investment strategies. Private investment interests held by the funds 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 directors has approved valuation procedures pursuant to which the fund values its interests in private investment funds at "fair value." In accordance with these procedures, fair value of private investment interests ordinarily is based on the "estimated" value of the private investment fund, as provided to the fund by the management of the private investment fund. Fair value is intended to represent a good faith approximation of the amount that the fund could reasonably expect to receive from the private investment fund if the fund's interest in the private investment were sold at the time of valuation, based on information reasonably available at the time valuation is made and that the fund believes is reliable. In the unlikely event that the private investment fund does not provide a value to the fund on a timely basis, the fund would determine the fair value of that private investment fund based on the most recent estimated value provided by the management of the private investment, as well as any other relevant information reasonably available at the time the fund values its portfolio. 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. Securities for which market quotations are not readily available are valued at their fair value as determined in good faith under procedures established by TIP's board of directors. Such procedures use fundamental valuation methods which include, but are not limited to, the analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer's 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 36 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 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. At June 30, 2005, the aggregate amount of securities fair valued, including the private investment funds referenced above, were as follows:
----------------------------------------------------------------------- FUND AMOUNT % OF NET ASSETS ----------------------------------------------------------------------- Multi-Asset $172,357,347 19.86% International Equity 16,125,703 7.83% US Equity 51,679,304 22.56%
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME Securities transactions are recorded on the trade date (the date on which the buy or sell order is executed). Interest income and expenses are recorded on an accrual basis. The funds accrete discount or amortize premium using the yield-to-maturity method on a daily basis, except for mortgage-backed securities that record paydowns. The funds recognize paydown gains and losses for such securities and reflect them in investment income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the funds, using reasonable diligence, become aware of such dividends. Non-cash dividends, if any, are recorded at the fair market value of the securities received. The funds use the specific identification method for determining realized gain or loss on sales of securities and foreign currency transactions. INCOME TAXES There is no provision for federal income or excise tax since each fund has elected to be taxed as a regulated investment company ("RIC") and intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to RICs and to distribute all of its taxable income. The funds may be subject to foreign taxes on income, gains on investments, or currency repatriation. The funds accrue such taxes, as applicable, as a reduction from the related income and realized and unrealized gain as and when such income is earned and gains are recognized. EXPENSES Expenses directly attributable to a fund are charged to that fund's operations; expenses that are applicable to all funds are allocated among them based on their relative average daily net assets. DIVIDENDS TO MEMBERS It is the policy of all funds to declare dividends according to the following schedule:
--------------------------------------------------------------------------- DIVIDENDS FROM NET CAPITAL GAINS FUND INVESTMENT INCOME DISTRIBUTIONS --------------------------------------------------------------------------- Multi-Asset Quarterly Annually International Equity Semi-annually Annually US Equity Quarterly Annually Government Bond Monthly Annually Short-Term Monthly Annually
The Multi-Asset Fund has adopted a managed distribution policy that aims, on a best efforts basis, to distribute approximately 5% of its net assets in the form of dividends and distributions each year. Pursuant to this policy, the fund may make distributions that are ultimately characterized as return of capital. Dividends from net short-term capital gains and net long-term capital gains of each fund, if any, are normally declared and paid in December, but each fund may make distributions on a more frequent basis to comply with the distribution requirements of the Code. To the extent that a net realized capital gain could be reduced by a capital loss carryover, such gain will not be distributed. Dividends and distributions are recorded on the ex-dividend date. Dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These "book/tax" differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. FOREIGN CURRENCY TRANSLATION The books and records of the funds are maintained in US dollars. Foreign currency amounts are translated into US dollars on the following basis: (i) the foreign currency value of investments and other assets and liabilities denominated in foreign currency are translated at the closing rate of exchange on the valuation date and 37 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 (ii) purchases and sales of investments, income, and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resulting net unrealized foreign currency gain or loss is included in the Statement of Operations. The funds do not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments. However, the funds do isolate the effect of fluctuations in foreign exchange rates when determining the gain or loss upon the sale or maturity of foreign currency-denominated debt obligations pursuant to US federal income tax regulations; such amount is categorized as foreign currency gain or loss for income tax reporting purposes. Net realized gains and losses from foreign currency-related transactions represent net gains and losses from sales and maturities of forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of net investment income accrued and the US dollar amount actually received. FORWARD CURRENCY CONTRACTS The funds may enter into forward currency contracts in connection with settling planned purchases or sales of securities or to hedge the currency exposure associated with some or all of the fund's portfolio securities. A forward currency contract is an agreement between two parties to buy or sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily, and the change in value is recorded by the funds as an unrealized gain or loss. When a forward currency contract is extinguished through delivery or by entry into a closing contract, the funds record a realized gain or loss on foreign currency-related transactions equal to the difference between the value of the contract at the time of purchase and the value of the contract at the time it was extinguished. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the fund's Statement of Assets and Liabilities. In addition, the funds could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if the value of the currency changes unfavorably to the US dollar. Appendix B of the Notes to Financial Statements details each fund's outstanding forward currency contracts at June 30, 2005. FINANCIAL FUTURES CONTRACTS The funds may enter into trading financial futures contracts. A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery at a future date. The funds are exposed to market risk as a result of changes in the value of the underlying financial instruments. Investments in financial futures require a fund to "mark to market" on a daily basis, which reflects the change in the market value of the contract at the close of each day's trading. Accordingly, variation margin payments are made to or received from the broker in the amount of daily unrealized gains or losses. When the contracts are closed, the fund recognizes a realized gain or loss in the Statement of Operations. These investments require initial margin deposits which consist of cash or cash equivalents, equal to approximately 5%-10% of the contract amount. Each fund may use futures contracts to manage its exposure to the stock and bond markets and to fluctuations in currency values. Futures contracts are primarily used to increase or decrease the funds' exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin included in the Statement of Assets and Liabilities. Losses may arise from changes in the value of the underlying instrument, an illiquid secondary market for the contracts, or counterparties not performing under the contract terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Appendix C of the Notes to Financial Statements details each fund's open futures contracts at June 30, 2005. SHORT SELLING The funds may sell securities they do not own in anticipation of a decline in the market price of such securities or in order to hedge portfolio positions. The fund will generally borrow the security sold in order to make delivery to the buyer. Upon entering into a short position, the fund records the proceeds as a deposit with broker in its Statement of Assets and Liabilities and establishes an offsetting liability for the securities sold under the short sale agreement. The cash is retained by the fund's broker as collateral for the short position. The liability is marked to market while it remains open to reflect the current settlement obligation. Until the security is replaced, the fund is required to pay the lender any dividend or interest earned. Such payments are recorded as expenses to the fund. When a closing purchase is entered into by the fund, a gain or loss equal to the difference between the proceeds originally received and the purchase cost is realized. In "short selling," a fund sells borrowed securities which must at some date be repurchased and returned to the lender. If the market value of securities sold short increases, the fund may realize losses upon repurchase in amounts which may exceed the liability on the Statement of Assets and Liabilities. Further, in unusual circumstances, the fund may be unable to repurchase securities to close its short position except at prices significantly above those previously quoted in the market. 38 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 OPTIONS When a fund purchases an option, an amount equal to the premium paid by the fund is included in the fund's Statement of Assets and Liabilities as an investment and subsequently marked to market to reflect the current market value of the option purchased. The current market value of a purchased option is the last sale price on the market on which it is principally traded. If the purchased option expires, the fund realizes a loss in the amount of the premium originally paid. If the fund enters into a closing sale transaction, it realizes a gain or loss, depending on whether the proceeds from the sale are greater or less than the cost of the option. If the fund exercises a call option, the cost of the securities acquired by exercising the call option is increased by the premium paid to buy the call option. If the fund exercises a put option, it realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid. When a fund writes an option, an amount equal to the premium received by the fund is included in the fund's Statement of Assets and Liabilities as a liability and subsequently marked to market to reflect the current value of the option written. The current market value of a written option is the last sale price on the market on which it is principally traded. If the written option expires, the fund realizes a gain in the amount of the premium received. If the fund enters into a closing transaction, it recognizes a gain or loss, depending on whether the cost of the purchase is less than or greater than the premium received. If a written call option is exercised, the proceeds from the security sold are increased by the premium received. If a put option is exercised, the cost basis of the security purchased by the fund is reduced by the premium received. The fund as a writer of an option has no control over whether the underlying securities may be sold (call) or purchased (put), and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Written options present risk of loss in excess of related amounts shown on the Statement of Assets and Liabilities. Each fund may use option contracts to manage its exposure to the stock and bond markets and to fluctuations in interest rates and currency values. Option contracts are primarily used to increase or decrease the fund's exposure to the underlying instrument and may serve as hedges for other fund investments. INTEREST ONLY SECURITIES Interest only securities (IOs) entitle the holder to the interest payments in a pool of mortgages, Treasury bonds, or other bonds. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a portfolio may fail to recoup fully its initial investment in an IO. The fair market value of these securities is volatile in response to changes in interest rates. DOLLAR ROLL TRANSACTIONS The funds may enter into dollar roll transactions with financial institutions to take advantage of opportunities in the mortgage backed securities market. A dollar roll transaction involves a simultaneous sale by the fund of 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 time of delivery by different pools of mortgages with different prepayment histories than those securities sold. During the period between the sale and repurchase, the fund will not be entitled to receive interest and principal payments on the securities sold. Dollar roll transactions involve risk that the market value of the security to be repurchased by the fund may decline below the repurchase price of the security. SWAP AGREEMENTS A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. Risks may arise as a result of the failure of another party to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty generally is limited to the net payment to be received by the fund, and/or the termination value at the end of the contract. Therefore, the fund considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities or indices. During the six months ended June 30, 2005, the Multi-Asset Fund entered into total return swap contracts pursuant to which the fund agrees to exchange the return on a security for an offsetting interest rate obligation. The fund records a net receivable or payable and interest for the amount expected to be received or paid in the period. Fluctuations in the value of interest rate swap contracts are recorded for financial statement purposes as unrealized appreciation (depreciation) on investments. The valuation of the swap is provided by the counterparty. Appendix G of the Notes to Financial Statements details each fund's open swap contracts at June 30, 2005. NET ASSET VALUE The net asset value per share is calculated on a daily basis by dividing the assets of each fund, less its liabilities, by the number of outstanding shares of the fund. 39 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 3. INVESTMENT ADVISORY AGREEMENT AND MONEY MANAGER AGREEMENTS TIP's board of directors has approved investment advisory agreements with TIFF Advisory Services ("TAS"). Each fund pays TAS a maximum monthly fee calculated by applying the following annual rates to such fund's average daily net assets for the month:
---------------------------------------------------------------------------------- MULTI- INTERNATIONAL US GOVERNMENT SHORT- ASSETS ASSET EQUITY EQUITY BOND TERM ---------------------------------------------------------------------------------- On the first $500 million 0.20% 0.15% 0.15% 0.05% 0.03% On the next $500 million 0.18% 0.13% 0.13% 0.05% 0.03% On the next $500 million 0.15% 0.11% 0.11% 0.04% 0.02% On the next $500 million 0.13% 0.09% 0.09% 0.04% 0.02% On the next $500 million 0.11% 0.07% 0.07% 0.03% 0.01% On the remainder (> $2.5 billion) 0.09% 0.05% 0.05% 0.03% 0.01%
TIP's board of directors has approved money manager agreements with each of the money managers. Money managers will receive annual management fees equal to a stated percentage of the value of fund assets under management that is adjusted upward or downward, proportionately, to reflect actual investment performance over the applicable time period relative to a chosen benchmark rate of return. Certain money managers, however, will receive management fees equal to a flat percentage per annum of the assets under management with a single rate or on a descending scale. Appendix A of the Notes to Financial Statements identifies money managers who provide services to the funds and the minimum, maximum, and effective fee rates applicable during the six months ended June 30, 2005. Unless otherwise indicated, the management fee received by a money manager varies based on the money manager's investment performance. At December 31, 2004 International Equity Fund acquired a short position in excess of the fund's fundamental investment limitations. The fund covered the short position on January 3, 2005. The securities in excess of the limitation had a realized loss of $10,300, and this amount was reimbursed to the fund by the investment advisor on February 14, 2005. During the six months ended June 30, 2005, the investment advisor voluntarily waived fees of $36,532, $8,645 and $10,653 in the International Equity Fund, US Equity Fund and Government Bond Fund. There are no recapture agreements in place for fees that have been waived. With respect to funds' investments in other registered investment companies, private investment funds, investment partnerships, and other commingled investment vehicles, the funds bear their ratable share of each such entity's expenses and would also be subject to their share of the management and performance fees, if any, charged by such entity. The funds' share of management and performance fees charged by such entities is in addition to fees paid by the respective fund to TAS and money managers. Pursuant to an Operations Monitoring Agent Agreement, effective August 15, 2003, EOS Fund Services LLC ("EOS"), an employee of which serves as an officer of TIP, earns a fee for providing operations monitoring services to TIP as well as to other investment vehicles offered by TIP's investment advisor according to the following schedule: 0.02% of the first $3.5 billion of the aggregated average daily net assets of TIP and the other vehicles, 0.015% thereafter up to $5 billion, 0.01% thereafter up to $7.5 billion, 0.0075% thereafter up to $10 billion, and 0.005% on assets over $10 billion. Pursuant to an Administration Agreement, effective August 15, 2003, Investors Bank & Trust Company ("IBT") earns a fee for providing fund administration services to TIP according to the following schedule: 0.05% of the first $300 million of the average daily net assets of TIP, 0.03% thereafter up to $3 billion, and 0.025% on assets over $3 billion. IBT also serves as TIP's custodian, accounting, and transfer agent. Fees paid for services rendered by IBT are based upon assets of TIP and on transactions entered into by TIP during the period. Fees for such services paid to IBT by TIP are reflected as administration fees, custodian and accounting fees, and shareholder recordkeeping fees in the Statement of Operations. Pursuant to TIP's exemptive order obtained from the Securities and Exchange Commission, shareholder approval of money manager agreements and material changes to such agreements is not required. For additional information on the approval of the investment advisory and money manager agreements see page 53. 4. INVESTMENT TRANSACTIONS Cost of investment securities purchased and proceeds from sales of investment securities, other than short-term investments, during the six months ended June 30, 2005, were as follows: NON-US GOVERNMENT SECURITIES
-------------------------------------------------------------------- FUND PURCHASES SALES -------------------------------------------------------------------- Multi-Asset $173,307,633 $104,606,242 International Equity 19,050,382 7,498,612 US Equity 35,309,380 65,407,366
40 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 US GOVERNMENT SECURITIES
-------------------------------------------------------------------- FUND PURCHASES SALES -------------------------------------------------------------------- Multi-Asset $166,711,053 $155,980,065 Government Bond 97,789,515 98,000,492
For federal income tax purposes, the cost of securities owned at June 30, 2005, the aggregate gross unrealized appreciation (depreciation) and the net unrealized appreciation (depreciation) on securities owned and securities sold short at June 30, 2005, for each fund are as follows:
---------------------------------------------------------------------------------------- NET UNREALIZED GROSS GROSS APPRECIATION/ FUND APPRECIATION DEPRECIATION (DEPRECIATION) COST ---------------------------------------------------------------------------------------- Multi-Asset $122,983,207 $(8,656,488) $114,326,719 $773,134,355 International Equity 49,594,056 (3,812,203) 45,781,853 153,821,920 US Equity 38,275,653 (5,911,082) 32,364,571 197,413,703 Government Bond 217,697 -- 217,697 63,647,197 Short-Term 4,714 (37,357) (32,643) 112,624,672
5. REPURCHASE AND REVERSE REPURCHASE AGREEMENTS Each fund may enter into repurchase agreements under which a bank or securities firm that is a primary or reporting dealer in US government securities and asset-backed securities agrees, upon entering into a contract, to sell US government securities to a fund and repurchase such securities from such fund at a mutually agreed upon price and date. Each fund is also permitted to enter into reverse repurchase agreements under which a primary or reporting dealer in US government securities purchases US government securities from a fund and such fund agrees to repurchase the securities 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. Appendix F of the Notes to Financial Statements details each fund's open reverse repurchase agreements at June 30, 2005. Each fund will engage in repurchase and reverse repurchase transactions with parties approved by the fund's board of directors on the basis of such party's creditworthiness. Securities pledged as collateral for repurchase agreements are held by the custodial bank until maturity of the repurchase agreements. In connection with reverse repurchase agreements, the funds establish segregated accounts with its custodian in which the funds maintain cash, US government securities, or other liquid high grade debt obligations in the name of the counterparty equal in value to its obligation. The funds may also invest in tri-party repurchase agreements for which securities held as collateral are maintained in a segregated account by the broker's custodian bank until maturity of the repurchase agreement. Provisions of the repurchase agreements and the procedures adopted by the funds require that the market value of the collateral, including accrued interest thereon, be at least equal to the value of the securities sold or purchased in order to protect against loss in the event of default by the counterparty. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral may be delayed or limited. 6. CAPITAL SHARE TRANSACTIONS As of June 30, 2005, each fund had 500,000,000 shares of $0.001 par value capital stock authorized. The funds may charge entry or exit fees on subscriptions or redemptions, respectively. While there are no sales commissions (loads) or 12b-1 fees, the Multi-Asset Fund assesses entry and exit fees of 0.50% of capital invested or redeemed; the International Equity Fund assesses entry and exit fees of 0.75%; and the US Equity Fund assesses entry and exit fees of 0.25%. These fees, which are paid to the funds directly, not to TAS or other vendors supplying services to the funds, are designed to allocate transaction costs associated with purchases and redemptions of a fund's shares. These fees are deducted from the amount invested or redeemed; they cannot be paid separately. Entry and exit fees may be waived at TAS's discretion when the purchase or redemption will not result in significant transaction costs for the affected fund (e.g., for transactions involving in-kind purchases and redemptions). Such fees are retained by the funds and included in proceeds from shares sold or deducted from distributions for redemptions. Transactions in capital stock are listed in Appendix D of the Notes to Financial Statements. 7. DELAYED DELIVERY TRANSACTIONS The funds may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take place a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The funds identify these securities in their records as segregated with a value at least equal to the amount of the purchase commitment. The Multi-Asset Fund enters into "TBA" (to be announced) purchase commitments to purchase mortgage-backed securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the principal amount delivered will not differ more than 0.01% from the commitment. TBA purchase commitments may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the funds' other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, generally according to the procedures described under VALUATION OF INVESTMENTS above. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. 41 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 Although the fund will generally enter into TBA purchase commitments with the intention of acquiring securities for their portfolio, the fund may dispose of a commitment prior to settlement if the funds' money managers deem it appropriate to do so. The Multi-Asset Fund enters into TBA sale commitments to hedge the portfolio or to sell mortgage-backed securities the fund owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA purchase commitment (deliverable on or before the sale commitment date), are held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under VALUATION OF INVESTMENTS above. The contract is marked to market daily, and the change in market value is recorded by the fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the fund realizes a gain or loss on the commitment without regard to any unrealized gain or loss on the underlying security. If the fund delivers securities under the commitment, the fund realizes a gain or loss from the sale of the securities upon the unit price established at the date the commitment was entered into. 8. CONCENTRATION OF RISKS The funds may engage in transactions with counterparties, including but not limited to repurchase and reverse repurchase agreements, forward contracts, futures and options, and interest rate, total return, and currency swaps. A fund may be subject to various delays and risks of loss if the counterparty becomes insolvent or is otherwise unable to meet its obligations. The Multi-Asset, International Equity, and US Equity Funds invest in private investment funds that entail liquidity risk to the extent they are difficult to sell or convert to cash quickly at favorable prices. The Multi-Asset Fund invests in fixed income securities issued by banks and other financial companies, the market values of which may change in response to interest rate changes. Although these funds generally maintain diversified portfolios, the ability of the issuers of the respective funds' portfolio securities to meet their obligations may be affected by changing business and economic conditions in a specific industry, state, or region. The Multi-Asset, International Equity, and US Equity Funds invest in securities of foreign issuers in various countries. These investments may involve certain considerations and risks not typically associated with investments in the United States, a result of, among other factors, the possibility of future political and economic developments and the level of governmental supervision and regulation of securities markets in the respective countries. While the funds' investment in emerging markets debt securities is limited, the yields of these obligations reflect perceived credit risk. 9. FUNDAMENTAL MEMBERS The schedule below shows the number of members each owning 10% or more of a fund and the total percentage of the fund held by such members as of June 30, 2005.
---------------------------------------------------------------- FUND NUMBER % OF FUND HELD ---------------------------------------------------------------- International Equity 1 40 US Equity 3 37 Government Bond 3 74 Short-Term 3 50
From time to time, a fund may have members that hold significant portions of the respective fund's outstanding shares. Investment activities of such members could have a material impact on those funds. 10. RESTRICTED SECURITIES Restricted securities that were held by the funds at June 30, 2005, were valued in accordance with the VALUATION OF INVESTMENTS section as described in Note 2. Such securities generally may be sold only in a privately negotiated transaction with a limited number of purchasers. Each fund will bear any costs incurred in connection with the disposition of such securities. Appendix E of the Notes to Financial Statements details each fund's restricted securities at June 30, 2005. 11. RESTATEMENT OF FINANCIAL INFORMATION As a result of a revision to money manager performance fees in Multi-Asset Fund, certain amounts for the year ended December 31, 2003 have been restated from what was previously reported. Net investment income for the fund decreased by $67,614, with a corresponding increase to expenses. The reclassification has no impact on net asset value per share. 42 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX A MONEY MANAGER FEE AS PERCENT OF ASSETS MANAGED FOR THE SIX MONTHS ENDED JUNE 30, 2005
EFFECTIVE MINIMUM MAXIMUM FEE RATE* TIFF MULTI-ASSET FUND Aronson+Johnson+Ortiz, LP (a) 0.10 0.80 0.65 Marathon Asset Management, LLP (a) 0.15 1.60 0.45 Mondrian Investment Partners Limited 0.30 0.50 0.42 K.G. Redding & Associates, LLC (a)(d) 0.50 2.50 3.35 Smith Breeden Associates, Inc. (a) 0.10 0.85 0.16 Wellington Management Company, LP 0.35 0.45 0.43 TIFF INTERNATIONAL EQUITY FUND Marathon Asset Management, LLP (a)(e) 0.15 1.60 0.70 Mondrian Investment Partners Limited 0.33 0.55 0.50 TIFF US EQUITY FUND Aronson+Johnson+Ortiz, LP (a)(e) 0.10 0.80 0.57 Martingale Asset Management, LLP (b) (c) 0.05 0.10 0.09 Shapiro Capital Management Company, Inc. (a)(e) 0.50 0.95 0.85 Westport Asset Management, Inc. (a)(e) 0.15 2.00 0.14 TIFF GOVERNMENT BOND FUND Smith Breeden Associates, Inc. (a)(e) 0.10 0.85 0.08
------------- (a) Money manager receives a fee that includes a performance component. The effective fee may fall outside of the minimum/maximum range because performance fees are based on assets and performance from a period prior to when they are accrued. (b) Money manager receives a fee based on assets of the entire fund. (c) The money manager was defunded during the period. The effective fee rate is based on the period prior to defunding and is annualized. (d) Fees paid in 2005 include the final two months of the money manager's transitional performance fee accrual, which takes into account the money manager's outperformance against its benchmark over a twelve month period. (e) A portion of the manager's fee was paid by TAS. * Annualized. 43 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX B OPEN FORWARD CURRENCY CONTRACTS AS OF JUNE 30, 2005
CONTRACT US DOLLAR FOREIGN CURRENCY UNREALIZED APPRECIATION/ AMOUNT DESCRIPTION RECEIVABLE/(PAYABLE) RECEIVABLE/(PAYABLE) (DEPRECIATION) MULTI-ASSET FUND BUY CONTRACTS 9,947,742 Euro settling on 09/14/05 $(12,113,564) $12,075,032 $(38,532) SELL CONTRACTS British Pound settling on 4,860,000 07/29/05 9,126,115 (8,703,406) 422,709 -------- $384,177 ======== INTERNATIONAL EQUITY FUND BUY CONTRACTS 11,221,106 Euro settling on 09/14/05 $(13,646,771) $13,620,701 $(26,070) SELL CONTRACTS British Pound settling on 3,061,500 07/29/05 5,812,594 (5,482,608) 329,986 -------- $303,916 ========
44 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX C OPEN FINANCIAL FUTURES CONTRACTS AS OF JUNE 30, 2005
UNREALIZED NUMBER OF COST/ VALUE AT APPRECIATION/ CONTRACTS TYPE (PROCEEDS) JUNE 30, 2005 (DEPRECIATION) MULTI-ASSET FUND LONG FINANCIAL FUTURES CONTRACTS 36 July 2005 CAC40 $ 1,826,145 $ 1,845,975 $ 19,830 September 2005 Swiss Market 74 Index 3,613,067 3,611,334 (1,733) 68 September 2005 Topix Index 7,043,619 7,207,472 163,853 243 September 2005 S&P 500 Index 73,602,125 72,626,625 (975,500) September 2005 S&P TSE 60 35 Index 3,143,370 3,178,233 34,863 37 September 2005 Canadian Dollar 2,958,888 3,020,310 61,422 71 September 2005 Swiss Franc 7,123,963 6,966,875 (157,088) 11 September 2005 S&P MIB Index 2,155,049 2,158,377 3,328 101 September 2005 FTSE 100 Index 9,115,235 9,271,833 156,598 18 September 2005 DAX Index 2,490,791 2,518,303 27,512 582 September 2005 MSCI Pan Euro 13,270,563 13,305,634 35,071 274 September 2005 Japanese Yen 32,160,750 31,140,100 (1,020,650) September 2005 10-Year US 4 Treasury Note 455,669 453,875 (1,794) ----------- (1,654,288) ----------- SHORT FINANCIAL FUTURES CONTRACTS September 2005 2-Year US 6 Treasury Note $ (1,245,699) $ (1,246,125) $ (426) September 2005 90-Day 3 Eurodollar (723,064) (721,125) 1,939 35 September 2005 US Long Bond (4,142,340) (4,156,250) (13,910) September 2005 5-Year US 5 Treasury Note (545,781) (544,453) 1,328 September 2005 10-Year US 75 Treasury Note (8,453,439) (8,510,156) (56,717) December 2005 90-Day 3 Eurodollar (719,578) (720,225) (647) 3 March 2006 90-Day Eurodollar (719,814) (720,075) (261) 3 June 2006 90-Day Eurodollar (718,414) (719,963) (1,549) September 2006 90-Day 3 Eurodollar (717,165) (719,850) (2,685) December 2006 90-Day 3 Eurodollar (715,965) (719,663) (3,698) 3 March 2007 90-Day Eurodollar (714,952) (719,588) (4,636) 3 June 2007 90-Day Eurodollar (713,952) (719,400) (5,448) September 2007 90-Day 3 Eurodollar (713,040) (719,250) (6,210) December 2007 90-Day 1 Eurodollar (239,509) (239,662) (153) 1 March 2008 90-Day Eurodollar (239,422) (239,625) (203) 1 June 2008 90-Day Eurodollar (239,309) (239,550) (241) September 2008 90-Day 1 Eurodollar (239,184) (239,462) (278) December 2008 90-Day 1 Eurodollar (239,034) (239,350) (316) 1 March 2009 90-Day Eurodollar (238,947) (239,288) (341) 1 June 2009 90-Day Eurodollar (238,822) (239,200) (378) September 2009 90-Day 1 Eurodollar (238,702) (239,113) (411) December 2009 90-Day 1 Eurodollar (238,547) (238,988) (441) ----------- (95,682) ----------- $(1,749,970) =========== INTERNATIONAL EQUITY FUND LONG FINANCIAL FUTURES CONTRACTS 56 July 2005 CAC40 $ 2,862,673 $ 2,871,517 $ 8,844 September 2005 Swiss Market 41 Index 2,003,435 2,000,874 (2,561) 44 September 2005 Topix Index 4,557,635 4,663,659 106,024 September 2005 S&P TSE 60 78 Index 7,005,226 7,082,920 77,694 80 September 2005 Canadian Dollar 6,397,599 6,530,400 132,801 56 September 2005 Swiss Franc 5,618,900 5,495,000 (123,900) 50 September 2005 British Pound 5,681,250 5,582,188 (99,062) 5 September 2005 S&P MIB Index 981,837 981,081 (756) 13 September 2005 DAX Index 1,807,273 1,818,775 11,502
45 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX C (CONTINUED)
UNREALIZED NUMBER OF COST/ VALUE AT APPRECIATION/ CONTRACTS TYPE (PROCEEDS) JUNE 30, 2005 (DEPRECIATION) 323 September 2005 MSCI Pan Euro $ 7,364,773 $ 7,384,398 $ 19,625 85 September 2005 Japanese Yen 9,976,875 9,660,250 (316,625) ----------- $ (186,414) ----------- US EQUITY FUND LONG FINANCIAL FUTURES CONTRACTS 336 September 2005 S&P 500 Index $102,075,138 $100,422,000 $(1,653,138) ----------- SHORT FINANCIAL FUTURES CONTRACTS September 2005 Midcap 400 29 Index $(10,004,275) $ (9,981,075) $ 23,200 September 2005 Russell 2000 79 Index (25,488,375) (25,402,450) 85,925 ----------- 109,125 ----------- $(1,544,013) ===========
46 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX D CAPITAL SHARE TRANSACTIONS
SIX MONTHS ENDED JUNE 30, 2005 YEAR ENDED DECEMBER 31, 2004 SHARES AMOUNT SHARES AMOUNT MULTI-ASSET FUND Shares Sold 10,509,407 $151,237,589 16,428,996 $ 226,013,207 Shares Reinvested 357,600 5,196,541 2,278,317 31,982,668 Entry Fee -- 759,977 -- 1,132,705 Exit Fee -- 58,556 -- 78,571 ---------- ------------ ----------- ------------- Subtotal 10,867,007 157,252,663 18,707,313 259,207,151 Shares Redeemed (817,744) (11,711,252) (1,155,371) (15,814,523) ---------- ------------ ----------- ------------- Net Increase 10,049,263 $145,541,411 17,551,942 $ 243,392,628 ---------- ------------ ----------- ------------- INTERNATIONAL EQUITY FUND Shares Sold 1,151,620 $ 15,395,844 1,765,931 $ 21,148,740 Shares Reinvested 152,101 2,003,167 311,505 3,771,130 Entry Fee -- 116,341 -- 159,814 Exit Fee -- 34,498 -- 208,242 ---------- ------------ ----------- ------------- Subtotal 1,303,721 17,549,850 2,077,436 25,287,926 Shares Redeemed (343,262) (4,599,701) (2,499,751) (27,765,522) ---------- ------------ ----------- ------------- Net Increase (Decrease) 960,459 $ 12,950,149 (422,315) $ (2,477,596) ---------- ------------ ----------- ------------- US EQUITY FUND Shares Sold 664,401 $ 9,409,976 1,979,073 $ 26,465,253 Shares Reinvested 67,700 949,392 69,249 971,286 Entry Fee -- 24,711 -- 66,329 Exit Fee -- 28,619 -- 138,162 ---------- ------------ ----------- ------------- Subtotal 732,101 10,412,698 2,048,322 27,641,030 Shares Redeemed (837,891) (11,990,333) (4,152,411) (55,265,206) ---------- ------------ ----------- ------------- Net Decrease (105,790) $ (1,577,635) (2,104,089) $ (27,624,176) ---------- ------------ ----------- ------------- GOVERNMENT BOND FUND Shares Sold 978,755 $ 9,462,181 1,567,824 $ 15,337,361 Shares Reinvested 85,385 834,178 88,359 859,828 ---------- ------------ ----------- ------------- Subtotal 1,064,140 10,296,359 1,656,183 16,197,189 Shares Redeemed (1,054,320) (10,264,979) (1,334,820) (12,946,974) ---------- ------------ ----------- ------------- Net Increase 9,820 $ 31,380 321,363 $ 3,250,215 ---------- ------------ ----------- ------------- SHORT-TERM FUND Shares Sold 10,957,842 $107,337,510 15,530,979 $ 152,583,665 Shares Reinvested 128,293 1,255,736 122,207 1,199,051 ---------- ------------ ----------- ------------- Subtotal 11,086,135 108,593,246 15,653,186 153,782,716 Shares Redeemed (8,755,639) (85,819,428) (19,445,181) (191,039,984) ---------- ------------ ----------- ------------- Net Increase (Decrease) 2,330,496 $ 22,773,818 (3,791,995) $ (37,257,268) ---------- ------------ ----------- -------------
47 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX E RESTRICTED SECURITIES AS OF JUNE 30, 2005 The following restricted securities were held by the funds as of June 30, 2005, and were valued in accordance with the VALUATION OF INVESTMENTS as described in Note 2. Such securities generally may be sold only in a privately negotiated transaction with a limited number of purchasers. Each fund will bear any costs incurred in connection with the disposition of such securities.
INVESTMENT DATE OF ACQUISITION COST MULTI-ASSET FUND Bessent Global Fund, LP 07/31/03-07/31/04 $ 7,000,000 Canyon Value Realization Fund, LP 06/01/96-06/30/03 13,797,935 Extra Space Storage, Inc. REIT 06/21/05 704,481 Farallon Capital Institutional Partners, LP 04/01/95-12/31/97 7,746,138 Freeman Fair Value Fund I, LP 09/30/04 40,000,000 Gramercy Capital Corp. 12/03/04 1,925,605 Lone Picea, LP, Class D 01/02/03 2,279,000 Lone Picea, LP, Class B 01/03/05 1,617,000 Lone Redwood, LP 12/31/97 3,685,394 Maverick Fund USA, Ltd. 12/31/02-08/31/04 20,000,000 OZ Domestic Partners, LP 12/31/01-09/30/03 9,000,000 People's Choice Financial Corp. (144A) 12/22/04 714,000 Regiment Capital Ltd. 06/30/03 6,000,000 Tosca 12/30/03-7/31/04 11,000,000 INTERNATIONAL EQUITY FUND Bessent Global Fund, LP 05/31/03-08/01/03 $ 3,880,670 Lansdowne UK Equity Fund Limited 05/31/03 4,000,000 Tosca 07/01/04 4,700,000 US EQUITY FUND Adage Capital Partners, LP 12/31/01-12/31/04 $27,363,694 Freeman Fair Value Fund I, LP 09/30/04-12/31/04 18,000,000 Gotham Partners, LP 12/31/96-06/26/97 660,814
At June 30, 2005, the aggregate market value of restricted securities was: Multi-Asset Fund -- $172,141,073 (19.8% of net assets); International Equity Fund -- $16,125,702 (7.8% of net assets); US Equity Fund -- $51,679,304 (22.6% of net assets). All of the above listed securities are illiquid, with the exception of Freeman Fair Value Fund I, LP, and Multi-Asset Fund's holdings of Bessent Global Fund, LP and Canyon Value Realization Fund, LP, which the board of directors deemed to be liquid. Other than People's Choice Financial Corp., the above list does not include other securities registered under Rule 144A of the Securities Act of 1933. These securities may also be deemed to be restricted. 48 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX F REVERSE REPURCHASE AGREEMENTS AS OF JUNE 30, 2005 MULTI-ASSET FUND
FACE MARKET DESCRIPTION VALUE VALUE Bear Stearns, 3.17%, dated 06/28/05, to be repurchased on 07/05/05, at face value, plus accrued interest $ 7,464,250 $ 7,466,222 Morgan Stanley Dean Witter, 2.40%, dated 06/01/05, to be repurchased on 07/01/05, at face value, plus accrued interest 14,925,000 14,954,850 Morgan Stanley Dean Witter, Variable Rate, 2.25%, dated 06/22/05, to be repurchased on 12/31/50, at face value, plus accrued interest 11,152,955 11,159,352 ----------- Total reverse repurchase agreements $33,580,424 =========== Average balance outstanding $34,786,926 Average interest rate 2.28% Maximum face value outstanding $37,833,929
Average balance outstanding was calculated based on daily balances outstanding during the period that the fund had entered into reverse repurchase agreements. GOVERNMENT BOND FUND
FACE MARKET DESCRIPTION VALUE VALUE Morgan Stanley Dean Witter, Variable Rate, 2.40%, dated 06/01/05, to be repurchased on 07/01/05, at face value, plus accrued interest $19,900,000 $19,939,800 Morgan Stanley Dean Witter, Variable Rate, 2.80%, dated 06/30/05, to be Repurchased on 07/01/05, at face value, plus accrued interest 1,995,000 1,995,155 ----------- Total reverse repurchase agreements $21,934,955 =========== Average balance outstanding $41,080,352 Average interest rate 1.99% Maximum face value outstanding $47,215,885
Average balance outstanding was calculated based on daily balances outstanding during the period that the fund had entered into reverse repurchase agreements. 49 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2005 APPENDIX G SWAP AGREEMENTS AS OF JUNE 30, 2005 MULTI-ASSET FUND TOTAL RETURN SWAPS
NOTIONAL EXPIRATION AMOUNT DATE COUNTERPARTY RECEIVE PAY INDEX 35,000,000 USD 12/28/2006 AIG Return on Index 3-Month US Treasury The Dow Jones -- AIG Bill Rate + 0.45% Commodity Index Total Return
50 -------------------------------------------------------------------------------- FUND EXPENSES (UNAUDITED) JUNE 30, 2005 The funds incur ongoing expenses during the normal course of business, such as management fees, shareholder service fees, interest expense and other expenses.*** The following tables, assuming a $1,000 investment in a class of shares, disclose the ending account value and expenses incurred for the six months ended June 30, 2005, based on, (1) the class's actual return and actual expenses, and (2) a hypothetical annualized 5% return and the class's actual expenses: MULTI-ASSET FUND
---------------------------------------------------------------------------------- INCLUDING INTEREST EXCLUDING INTEREST AND OTHER EXPENSE** AND OTHER EXPENSE** BEGINNING ENDING EXPENSE ENDING EXPENSE AMOUNT VALUE INCURRED* VALUE INCURRED* ---------------------------------------------------------------------------------- 1) Actual $1,000 $1,032.30 $4.54 $1,032.30 $3.83 2) Hypothetical 1,000 1,020.33 4.51 1,021.03 3.81 ----------------------------------------------------------------------------------
* Expenses are calculated using the annualized expenses for the six months ended June 30, 2005, of 0.90%, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Excluding interest expense, expenses incurred by the fund were 0.76%. ** Other expense includes dividends on securities sold short. INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------- BEGINNING ENDING EXPENSE AMOUNT VALUE INCURRED* --------------------------------------------------------------------- 1) Actual $1,000 $1,002.30 $5.16 2) Hypothetical 1,000 1,019.69 5.21 ---------------------------------------------------------------------
* Expenses are calculated using the annualized expenses for the six months ended June 30, 2005, of 1.04%, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. US EQUITY FUND
--------------------------------------------------------------------- BEGINNING ENDING EXPENSE AMOUNT VALUE INCURRED* --------------------------------------------------------------------- 1) Actual $1,000 $1,010.10 $3.49 2) Hypothetical 1,000 1,021.32 3.51 ---------------------------------------------------------------------
* Expenses are calculated using the annualized expenses for the six months ended June 30, 2005, of 0.70%, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. GOVERNMENT BOND FUND
---------------------------------------------------------------------------------- INCLUDING INTEREST EXCLUDING INTEREST EXPENSE EXPENSE BEGINNING ENDING EXPENSE ENDING EXPENSE AMOUNT VALUE INCURRED* VALUE INCURRED* ---------------------------------------------------------------------------------- 1) Actual $1,000 $1,041.70 $11.44 $1,041.70 $2.18 2) Hypothetical 1,000 1,013.59 11.28 1,022.66 2.16 ----------------------------------------------------------------------------------
* Expenses are calculated using the annualized expenses for the six months ended June 30, 2005, of 2.26%, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Excluding interest expense, expenses incurred by the fund were 0.43%. SHORT-TERM FUND
--------------------------------------------------------------------- BEGINNING ENDING EXPENSE AMOUNT VALUE INCURRED* --------------------------------------------------------------------- 1) Actual $1,000 $1,012.30 $1.30 2) Hypothetical 1,000 1,023.51 1.30 ---------------------------------------------------------------------
* Expenses are calculated using the annualized expenses for the six months ended June 30, 2005, of 0.26%, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. ------------ *** The expenses shown above do not include a fund's shares of expenses in holdings of commingled investment vehicles. 51 -------------------------------------------------------------------------------- ADDITIONAL INFORMATION (UNAUDITED) JUNE 30, 2005 PROXY VOTING POLICY AND VOTING RECORD A description of the policies and procedures that TIP uses to determine how to vote proxies relating to portfolio securities is available on TIP's Website at http://www.tiff.org and without charge, upon request, by calling 800-984-0084. This information is also available on the Website of the US Securities and Exchange Commission ("SEC") at http://www.sec.gov. Information regarding how the funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is also available on the Websites noted above. QUARTERLY REPORTING TIP files its complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. TIP's Form N-Q is available without charge, upon request, by calling 800-984-0084. This information is also available on the Website of the SEC at http://www.sec.gov. TIP's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. In addition TIP's portfolio holdings are available on a monthly basis on the TIFF Website at www.tiff.org. 52 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 At meetings held on June 13 and June 14, 2005, the TIP board of directors approved the continuation of the investment advisory and money manager agreements between TAS and Multi-Asset Fund ("MAF"), International Equity Fund ("IEF"), US Equity Fund ("USEF"), Government Bond Fund ("GBF") and Short-Term Fund ("STF"), as well as the money manager agreements with the following money managers who manage all or a portion of the following TIP funds: Aronson+Johnson+Ortiz, LP MAF, USEF K.G. Redding & Associates, LLC MAF Marathon Asset Management, LLP MAF, IEF Mondrian Investment Partners Limited MAF, IEF Shapiro Capital Management Company, Inc. USEF Smith Breeden Associates, Inc. MAF, GBF Wellington Management Company, LLP MAF Westport Asset Management, Inc. USEF
In determining whether to approve the advisory and money manager agreements, the board, including all of the directors who are not interested persons under the Investment Company Act of 1940 (the "Independent Directors"), reviewed and considered the following information separately for each agreement with respect to the investment advisor and money manager. TIFF ADVISORY SERVICES, INC. SHORT-TERM FUND BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT The board evaluated the investment advisory agreement between STF and TAS. The board requested and received information from TAS in advance of the meeting, including certain performance, expense, and financial information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the advisory agreement and the information provided by TAS. In addition, the board considered the following: (i) memoranda from the fund's counsel setting forth the board's fiduciary duties and responsibilities under the 1940 Act and Maryland law and the factors the board should consider in its evaluation of the advisory agreements (the "Dechert Memoranda"); (ii) TAS Financial Summary through May 31, 2005, and draft 2004 audited financials; (iii) a Lipper report comparing STF's advisory fees and expenses to those of its peer group; (iv) a report comparing the performance of STF to the performance of its applicable benchmark; (v) additional information from TAS regarding the fees charged by TAS to STF; (vi) the fiduciary duty owed by TAS to STF with respect to such compensation; (vii) information about TAS provided by TAS; (viii) the services performed by TAS and TAS's expertise with respect to those services; and (ix) TAS's profitability. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating TAS. It noted that information received at regular meetings throughout the year related to the services rendered by the advisor concerning the management of STF's affairs. The board's evaluation of the services provided by TAS took into account the board's knowledge and familiarity gained as board members, including the scope and quality of TAS's investment management and other capabilities as well as its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the advisory agreement. FUND PERFORMANCE The board reviewed STF's performance against its benchmark (Merrill Lynch 6-month US Treasury Bill Index) and considered TAS's implementation of its investment strategy. Although the fund did not beat its benchmark, the board took note of the fact that STF's investment objective is designed to track as closely as possible, gross of fees and expenses, the benchmark so that net of fees performance is unlikely to exceed the benchmark. After reviewing STF's performance under TAS's direct management, the board concluded that TAS's investment advisory agreement warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis for Ultra-Short Obligation funds. STF's net advisory fee and total expenses were among the lowest of the peer group. The board also took note of the fact that TAS's management fee includes breakpoints to take advantage of economies of scale. Considering the fees charged by TAS and the total expenses of STF against the fees and expenses of similar funds and evaluating TAS's services, the board concluded that the fees charged by TAS are lower than what would be attained in an arm's-length negotiation. MANAGER PROFITABILITY The board considered financial and expense information provided by TAS and concluded that TAS's profitability was reasonable in light of the nature, extent, and quality of services provided to the fund. 53 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 CONCLUSION After discussion, the board voted to re-approve the investment advisory agreement for STF. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreement; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by TAS in connection with providing services to STF; (iii) the nature, quality, cost, and extent of the services performed by TAS; (iv) the expense ratio of STF as compared to the expense ratios of similar funds; and (v) the overall organization and experience of TAS as well as TAS's profitability and financial condition. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. MULTI-ASSET FUND, INTERNATIONAL EQUITY FUND, US EQUITY FUND, AND GOVERNMENT BOND FUND BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS In connection with the MAF, IEF, USEF, and GBF investment advisory agreements the board requested and received information from TAS in advance of the meeting as described above as well as Lipper information comparing the expenses of each of the funds managed on a multi-manager basis to their respective peer groups. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating TAS's role as a manager of managers with respect to each of the funds managed on a multi-manager basis. The board noted that information received at regular meetings throughout the year related to the services rendered by TAS concerning the management of such funds. The board's evaluation of the services provided by TAS took into account the board's knowledge and familiarity gained as board members, including the scope and quality of TAS's investment management and other capabilities, as well as TAS's role in selecting and overseeing the other money managers and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided by TAS under each of the advisory agreements for the funds managed on a multi-manager basis. FUND PERFORMANCE The board reviewed the performance of each of the funds managed on a multi-manager basis against their respective benchmarks and considered the extent that TAS was able to implement each fund's investment objective through its multi-manager strategy. The board took note of the fact that IEF and USEF outperformed their benchmarks for all reporting periods and MAF outperformed its constructed index for the 1-, 3-, and 5-year periods and was slightly below that benchmark for the 10-year and since inception periods. For GBF, the fund was slightly below its benchmarks for the 1-year and since inception periods. Based on its review of the performance of each of the funds managed on a multi-manager basis, the board concluded that TAS's investment advisory agreements warranted renewal for each of the funds managed on a multi-manager basis. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis for each of the funds managed on a multi-manager basis, looking at TAS's advisory fees and total fund expenses and the expenses of each of the money managers selected by TAS. With the exception of IEF, the fees charged by the funds managed on a multi-manager basis were at or near the lowest in their peer groups. IEF's fees were at the median and the board considered the degree to which this was the result of IEF's strong performance as most of IEF's money managers received performance (fulcrum) fees, which increased when the money managers outperformed their benchmarks. The board noted that TAS charged reasonable fees and also took note of the fact that TAS's management fee includes breakpoints to take advantage of economies of scale. Considering the fees charged by TAS and the total expenses of each of the funds managed on a multi-manager basis against the fees and expenses of similar funds, and evaluating TAS's services, the board concluded that the fees charged by TAS are within the range of what would be attained in an arm's-length negotiation. MANAGER PROFITABILITY The board considered financial and expense information provided by TAS and concluded that TAS's profitability was reasonable in light of the nature, extent, and quality of services provided to the fund. CONCLUSION After discussion, the board voted to re-approve the investment advisory agreements for MAF, IEF, USEF, and GBF. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreements; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by TAS in connection with providing services to the funds managed on a multi-manager basis; (iii) the nature, quality, cost, and extent of the services performed by TAS; (iv) the expense ratio of the funds managed on a multi-manager basis as compared to the expense ratios of similar funds; and (v) the overall organization and experience of TAS as well as TAS's profitability and financial condition. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. 54 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 ARONSON+JOHNSON+ORTIZ, LP BOARD APPROVAL OF MONEY MANAGER AGREEMENTS The board evaluated the renewal of the MAF and USEF money manager agreements with Aronson+Johnson+Ortiz, LP ("AJO"). As part of its review, the board requested and received information regarding AJO in advance of the meeting, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreements and the information received from AJO. In addition, the board considered the following: (i) Dechert Memoranda; (ii) a Lipper report comparing MAF and USEF advisory fees and expenses to those of their peer groups; (iii) a report comparing the performance of the portions of MAF and USEF managed by AJO with the applicable benchmarks; (iv) information about AJO prepared by TAS, including the fee charged by AJO for MAF and USEF (AJO charges an identical fulcrum fee for each fund); (v) the fiduciary duty owed by AJO to the funds with respect to such compensation; (vi) information about AJO compiled by EOS Fund Services LLC, the fund's operations monitoring agent ("EOS"); and (vii) the services performed by AJO, and AJO's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating AJO. It noted that information received at regular meetings throughout the year related to the services rendered by AJO concerning the management of the funds' affairs. The board's evaluation of the services provided by AJO took into account the board's knowledge and familiarity gained as board members, including the scope and quality of AJO's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreements. FUND PERFORMANCE The board reviewed the performance of the portions of MAF and USEF managed by AJO against its benchmark (S&P 500 Index for each fund) and considered AJO's implementation of its investment strategy. The board took note of the fact that AJO outperformed its benchmark for both funds over the 1-, 3- and 5-year periods and since inception of AJO as a money manager. After reviewing MAF's and USEF's performance, the board concluded that AJO's money manager agreements warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Global Flexible Portfolio funds (for MAF) and Multi-Cap Core funds (for USEF) and considered AJO's fee as an overall component of that fee. The board took note of the fact that fees were among the lowest for the class of funds to which MAF was compared and below average for the class of funds to which USEF was compared. The board also noted that AJO's fee was negotiated by TAS on an arm's-length basis. Considering the fees charged by AJO and the total expenses of MAF and USEF against the fees and expenses of similar funds and evaluating AJO's contribution to that fee and the services that it provided, the board concluded that the fees charged by AJO are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the MAF and USEF money manager agreements with AJO. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreements; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by AJO in connection with providing services to the funds; (iii) the nature, quality, cost, and extent of the services performed by AJO; (iv) the fees charged by AJO; and (v) the overall organization and experience of AJO. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. K.G. REDDING & ASSOCIATES, LLC BOARD APPROVAL OF MONEY MANAGER AGREEMENT The board evaluated the renewal of the MAF money manager agreement with K.G. Redding & Associates, LLC ("K.G. Redding"). As part of its review, the board requested and received information regarding K.G. Redding in advance of the meeting, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreement and the information received from K.G. Redding. In addition, the board considered the following: (i) Dechert Memoranda; (ii) a Lipper report comparing MAF advisory fees and expenses to those of its peer group; (iii) a report comparing the performance of the portions of MAF managed by K.G. Redding with the applicable benchmark; (iv) information about K.G. Redding prepared by TAS, including the fulcrum fee charged by K.G. Redding for MAF; (v) the fiduciary duty owed by K.G. Redding to MAF with respect to such compensation; (vi) information about K.G. Redding compiled by EOS; and (vii) the services performed by K.G. Redding and K.G. Redding's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating K.G. Redding. It noted that information received at regular meetings throughout the year related to the services rendered by K.G. Redding concerning the management of the fund's affairs. The board's evaluation of the services provided by K.G. Redding took into account the board's knowledge and familiarity gained as board members, including the scope and quality of 55 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 K.G. Redding's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreement. FUND PERFORMANCE The board reviewed the performance of the portions of MAF managed by K.G. Redding against its benchmark (Morgan Stanley REIT Index) and considered K.G. Redding's implementation of its investment strategy. The board took note of the fact that K.G. Redding outperformed its benchmark over the last year and since inception of K.G. Redding as a money manager. After reviewing MAF's performance, the board concluded that K.G. Redding's money manager agreement warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Global Flexible Portfolio funds (for MAF) and considered K.G. Redding's fee as an overall component of MAF's fee. The board took note of the fact that MAF's fees and expenses were among the lowest of its class of funds. The board also noted that K.G. Redding's fee was negotiated by TAS on an arm's-length basis. Considering the fees charged by K.G. Redding, the asset class it manages, and the total expenses of MAF against the fees and expenses of similar funds and evaluating K.G. Redding's contribution to that fee and the services that it provided, the board concluded that the fees charged by K.G. Redding are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the MAF money manager agreement with K.G. Redding. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreement; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by K.G. Redding in connection with providing services to MAF; (iii) the nature, quality, cost, and extent of the services performed by K.G. Redding; (iv) the fees charged by K.G. Redding; and (v) the overall organization and experience of K.G. Redding. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. MARATHON ASSET MANAGEMENT, LLP BOARD APPROVAL OF MONEY MANAGER AGREEMENTS The board evaluated the renewal of the MAF and IEF money manager agreements with Marathon Asset Management, LLP ("Marathon"). As part of its review, the board requested and received information regarding Marathon in advance of the meeting, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreements and the information received from Marathon. In addition, the board considered the following: (i) Dechert Memoranda; (ii) a Lipper report comparing MAF and IEF advisory fees and expenses to those of their peer group; (iii) a report comparing the performance of the portions of MAF and IEF managed by Marathon with the applicable benchmarks; (iv) information about Marathon prepared by TAS, including the fee charged by Marathon for MAF and IEF (Marathon charges an identical fulcrum fee for each fund); (v) the fiduciary duty owed by Marathon to the funds with respect to such compensation; (vi) information about Marathon compiled by EOS; and (vii) the services performed by Marathon and Marathon's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating Marathon. It noted that information received at regular meetings throughout the year related to the services rendered by Marathon concerning the management of the funds' affairs. The board's evaluation of the services provided by Marathon took into account the board's knowledge and familiarity gained as board members, including the scope and quality of Marathon's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreements. FUND PERFORMANCE The board reviewed the performance of the portions of MAF and IEF managed by Marathon against its benchmarks (MSCI All Country World Index for MAF and MSCI All Country World ex US Index for IEF) and considered Marathon's implementation of its investment strategy. The board took note of the fact that Marathon outperformed each of its benchmarks over all measured periods (1-year period and since inception for MAF and 1-, 3-, 5-, and 10-year periods and since inception for IEF). After reviewing MAF's and IEF's performance, the board concluded that Marathon's money manager agreements warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Global Flexible Portfolio funds (for MAF) and International Equity funds and International Multi-Cap Value funds (for IEF) and considered Marathon's fee as an overall component of MAF's and IEF's fees. The board took note of the fact that MAF's fees and expenses were among the lowest for its class of funds and at the median for IEF's class of funds. The board also noted that Marathon's fee was negotiated by TAS on an arm's-length basis. Considering the fees charged by Marathon and the total expenses of MAF and IEF against the fees and expenses of similar funds, and evaluating Marathon's 56 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 contribution to that fee and the services that it provided, the board concluded that the fees charged by Marathon are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the MAF and IEF money manager agreements with Marathon. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreements; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by Marathon in connection with providing services to MAF and IEF; (iii) the nature, quality, cost, and extent of the services performed by Marathon; (iv) the fees charged by Marathon; and (v) the overall organization and experience of Marathon. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. MONDRIAN INVESTMENT PARTNERS LIMITED BOARD APPROVAL OF MONEY MANAGER AGREEMENTS The board evaluated the renewal of the MAF and IEF money manager agreements with Mondrian Investment Partners Limited ("Mondrian"). As part of its review, the board requested and received information regarding Mondrian in advance of the meeting, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreements and the information received from Mondrian. In addition, the board considered the following: (i) Dechert Memoranda; (ii) a Lipper report comparing MAF and IEF advisory fees and expenses to those of their peer group; (iii) a report comparing the performance of the portions of MAF and IEF managed by Mondrian with the applicable benchmarks; (iv) information about Mondrian prepared by TAS, including the fees charged by Mondrian for MAF and IEF; (v) the fiduciary duty owed by Mondrian to the funds with respect to such compensation; (vi) information about Mondrian compiled by EOS; and (vii) the services performed by Mondrian and Mondrian's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating Mondrian. It noted that information received at regular meetings throughout the year related to the services rendered by Mondrian concerning the management of the funds' affairs. The board's evaluation of the services provided by Mondrian took into account the board's knowledge and familiarity gained as board members, including the scope and quality of Mondrian's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreements. FUND PERFORMANCE The board reviewed the performance of the portions of MAF and IEF managed by Mondrian against Mondrian's benchmarks (MSCI All Country World Index for MAF and MSCI All Country World ex US Index for IEF) and considered Mondrian's implementation of its investment strategy. The board took note of the fact that Mondrian outperformed each of its benchmarks over all measured periods (1-year period and since inception for MAF and 1-, 3-, 5-, and 10-year periods and since inception for IEF). After reviewing MAF's and IEF's performance, the board concluded that Mondrian's money manager agreements warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Global Flexible Portfolio funds (for MAF) and International Equity funds and International Multi-Cap Value funds (for IEF) and considered Mondrian's fee as an overall component of the fees for MAF and IEF. The board took note of the fact that MAF's fees and expenses were among the lowest for its class of funds and at the median for IEF's class of funds. The board also noted that Mondrian's fee was negotiated by TAS on an arm's-length basis and contained breakpoints to account for the economies of scale for managing the funds. Considering the fees charged by Mondrian and the total expenses of MAF and IEF against the fees and expenses of similar funds, and evaluating Mondrian's contribution to that fee and the services that it provided, the board concluded that the fees charged by Mondrian are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the MAF and IEF money manager agreements with Mondrian. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreement; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by Mondrian in connection with providing services to MAF and IEF; (iii) the nature, quality, cost, and extent of the services performed by Mondrian; (iv) the fees charged by Mondrian; and (v) the overall organization and experience of Mondrian. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. BOARD APPROVAL OF MONEY MANAGER AGREEMENT The board evaluated the renewal of the USEF money manager agreement with Shapiro Capital Management Company, Inc. ("Shapiro"). As part of its review, the board requested and received information regarding Shapiro in advance of the meeting, including certain performance and 57 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreement and the information received from Shapiro. In addition, the board considered the following: (i) the Dechert Memoranda; (ii) a Lipper report comparing USEF's advisory fees and expenses to those of its peer group; (iii) a report comparing the performance of the portion of USEF managed by Shapiro with the applicable benchmark; (iv) information about Shapiro prepared by TAS, including the fee charged by Shapiro for USEF; (v) the fiduciary duty owed by Shapiro to the fund with respect to such compensation; (vi) information about Shapiro compiled by EOS; and (vii) the services performed by Shapiro and Shapiro's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating Shapiro. It noted that information received at regular meetings throughout the year related to the services rendered by Shapiro concerning the management of the fund's affairs. The board's evaluation of the services provided by Shapiro took into account the board's knowledge and familiarity gained as board members, including the scope and quality of Shapiro's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreement. FUND PERFORMANCE The board reviewed the performance of the portions of USEF managed by Shapiro against its benchmark (Russell 2000 Index) and considered Shapiro's implementation of its investment strategy. The board took note of the fact that Shapiro outperformed its benchmark over the 1-, 3- and 5-year periods and since inception of Shapiro as a money manager. After reviewing USEF's performance, the board concluded that Shapiro's money manager agreement warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Multi-Cap Core funds and considered Shapiro's fee as an overall component of USEF's fee. The board took note of the fact that fees were below average for USEF's class of funds. The board also noted that Shapiro's fee was negotiated by TAS on an arm's-length basis. Considering the fees charged by Shapiro and the total expenses of USEF against the fees and expenses of similar funds, and evaluating Shapiro's contribution to that fee and the services that it provided, the board concluded that the fees charged by Shapiro are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the USEF money manager agreement with Shapiro. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreement; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by Shapiro in connection with providing services to the fund; (iii) the nature, quality, cost, and extent of the services performed by Shapiro; (iv) the fees charged by Shapiro; and (v) the overall organization and experience of Shapiro. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. SMITH BREEDEN ASSOCIATES, INC. BOARD APPROVAL OF MONEY MANAGER AGREEMENTS The board evaluated the renewal of the MAF and GBF money manager agreements with Smith Breeden Associates, Inc. ("Smith Breeden"). At the board's April 15, 2005, meeting following a presentation by TAS and discussion with the board, the board approved, on an interim basis, new money manager agreements between MAF and GBF following a change in control transaction by Smith Breeden. The board's approval was subject to the full contract review of Smith Breeden and the other money managers that was to occur at the next quarterly meeting. At the next meeting, as part of its review, the board requested and received information regarding Smith Breeden in advance of the meeting to assist them, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreements and the information received from Smith Breeden. In addition, the board considered the following: (i) Dechert Memoranda; (ii) a Lipper report comparing MAF and GBF advisory fees and expenses to those of their peer groups; (iii) a report comparing the performance of the portions of MAF and GBF managed by Smith Breeden with the applicable benchmarks; (iv) information about Smith Breeden prepared by TAS, including the fee charged by Smith Breeden for MAF and GBF (Smith Breeden charges an identical fulcrum fee for each fund); (v) the fiduciary duty owed by Smith Breeden to the funds with respect to such compensation; (vi) information about Smith Breeden compiled by EOS; and (vii) the services performed by Smith Breeden and Smith Breeden's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating Smith Breeden. It noted that information received at regular meetings throughout the year related to the services rendered by Smith Breeden concerning the management of the funds' affairs. The board's evaluation of the services provided by Smith Breeden took into account the board's knowledge and familiarity gained as board members, including the scope and quality of Smith Breeden's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreements. 58 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 FUND PERFORMANCE The board reviewed the performance of the portions of MAF and GBF managed by Smith Breeden against its benchmarks (a constructed index composed of Citigroup 10-Year US Treasury Index and 10-Year TIPS for MAF and Citigroup 10-Year US Treasury Index for GBF) and considered Smith Breeden's implementation of its investment strategy. The board took note of the fact that Smith Breeden outperformed its MAF benchmarks over all measured periods (1-year and since inception) and was slightly below its benchmark for GBF for these periods. After reviewing MAF's and GBF's performance, the board concluded that Smith Breeden's money manager agreements warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Global Flexible Portfolio funds (for MAF) and General US Treasury funds (for GBF) and considered Smith Breeden's fee as an overall component of MAF's and GBF's fees. The board took note of the fact that MAF's and GBF's fees and expenses were among the lowest for their class of funds. The board also noted that Smith Breeden's fee was negotiated by TAS on an arm's-length basis and contained breakpoints to account for the economies of scale for managing two different TIP funds. Considering the fees charged by Smith Breeden and the total expenses of MAF and GBF against the fees and expenses of similar funds, and evaluating Smith Breeden's contribution to that fee and the services that it provided, the board concluded that the fees charged by Smith Breeden are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the MAF and GBF money manager agreements with Smith Breeden. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreements; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by Smith Breeden in connection with providing services to the fund; (iii) the nature, quality, cost, and extent of the services performed by Smith Breeden; (iv) the fees charged by Smith Breeden; and (v) the overall organization and experience of Smith Breeden. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. WELLINGTON MANAGEMENT COMPANY, LLP BOARD APPROVAL OF MONEY MANAGER AGREEMENT The board evaluated the renewal of the MAF money manager agreement with Wellington Management Company, LLP ("Wellington"). As part of its review, the board requested and received information regarding Wellington in advance of the meeting, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreement and the information received from Wellington. In addition, the board considered the following: (i) Dechert Memoranda; (ii) a Lipper report comparing MAF advisory fees and expenses to those of its peer group; (iii) a report comparing the performance of the portions of MAF managed by Wellington with the applicable benchmark; (iv) information about Wellington prepared by TAS, including the fee charged by Wellington for MAF; (v) the fiduciary duty owed by Wellington to MAF with respect to such compensation; (vi) information about Wellington compiled by EOS; and (vii) the services performed by Wellington and Wellington's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating Wellington. It noted that information received at regular meetings throughout the year related to the services rendered by Wellington concerning the management of the fund's affairs. The board's evaluation of the services provided by Wellington took into account the board's knowledge and familiarity gained as board members, including the scope and quality of Wellington's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreement. FUND PERFORMANCE The board reviewed the performance of the portions of MAF managed by Wellington against its benchmark (a constructed Index derived from the MSCI World Index) and considered Wellington's implementation of its investment strategy. The board took note of the fact that Wellington outperformed its benchmark over the 1-, 3-, 5-, and 10-year periods and since inception of Wellington as a money manager. After reviewing MAF's performance, the board concluded that Wellington's money manager agreement warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Global Flexible Portfolio funds (for MAF) and considered Wellington's fee as an overall component of MAF's fee. The board took note of the fact that MAF's fees and expenses were among the lowest of its class of funds. The board also noted that Wellington's fee was negotiated by TAS on an arm's-length basis and that it provided for breakpoints. Considering the fees charged by Wellington, the asset class it manages, and the total expenses of MAF against the fees and expenses of similar funds, and evaluating Wellington's contribution to that fee and the services that it provided, the board concluded that the fees charged by Wellington are within the range of what would be attained in an arm's-length negotiation. 59 -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND MONEY MANAGER AGREEMENTS (UNAUDITED) JUNE 30, 2005 CONCLUSION After discussion, the board voted to re-approve the MAF money manager agreement with Wellington. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreement; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by Wellington in connection with providing services to MAF; (iii) the nature, quality, cost, and extent of the services performed by Wellington; (iv) the fees charged by Wellington; and (v) the overall organization and experience of Wellington. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. WESTPORT ASSET MANAGEMENT, INC. BOARD APPROVAL OF MONEY MANAGER AGREEMENT The board evaluated the renewal of the USEF money manager agreement with Westport Asset Management, Inc. ("Westport"). As part of its review, the board requested and received information regarding Westport in advance of the meeting, including certain performance and expense information. The Independent Directors met separately with their independent counsel prior to the meeting to review and discuss the money manager agreement and the information received from Westport. In addition, the board considered the following: (i) the Dechert Memoranda; (ii) a Lipper report comparing USEF advisory fees and expenses to those of its peer group; (iii) a report comparing the performance of the portions of USEF managed by Westport with the applicable benchmark; (iv) information about Westport prepared by TAS, including the fee charged by Westport for USEF; (v) the fiduciary duty owed by Westport to the fund with respect to such compensation; (vi) information about Westport compiled by EOS; and (vii) the services performed by Westport and Westport's expertise with respect to those services, including specific information about fund management and compliance personnel and their experience. NATURE, EXTENT, AND QUALITY OF SERVICES The board considered a number of factors in evaluating Westport. It noted that information received at regular meetings throughout the year related to the services rendered by Westport concerning the management of the fund's affairs. The board's evaluation of the services provided by Westport took into account the board's knowledge and familiarity gained as board members, including the scope and quality of Westport's investment management and other capabilities and its compliance responsibilities. The board concluded that, overall, it was satisfied with the nature, extent, and quality of the services provided under the money manager agreement. FUND PERFORMANCE The board reviewed the performance of the portions of USEF managed by Westport against its benchmark (Russell 2000 Index) and considered Westport's implementation of its investment strategy. The board took note of the fact that Westport slightly trailed its benchmark over the 1- and 3-year periods, but exceeded its benchmark for the 5- and 10-year periods as well as since inception. After reviewing USEF's performance, the board concluded that Westport's money manager agreement warranted renewal. FEES AND EXPENSES (INCLUDING POTENTIAL ECONOMIES OF SCALE) The board reviewed the fee and expense analysis provided by Lipper for a peer group of funds classified as Multi-Cap Core funds and considered Westport's fee as an overall component of USEF's fee. The board took note of the fact that fees and expenses were below average for USEF's class of funds. The board also noted that Westport's fee was negotiated by TAS on an arm's-length basis. Considering the fees charged by Westport and the total expenses of USEF against the fees and expenses of similar funds, and evaluating Westport's contribution to that fee and the services that it provided, the board concluded that the fees charged by Westport are within the range of what would be attained in an arm's-length negotiation. CONCLUSION After discussion, the board voted to re-approve the USEF money manager agreement with Westport. The board based its evaluation on all material factors presented to it at this meeting, including: (i) the terms of the agreement; (ii) the reasonableness of the advisory fee in light of the nature and quality of the advisory services provided and any additional benefits received by Westport in connection with providing services to the fund; (iii) the nature, quality, cost, and extent of the services performed by Westport; (iv) the fees charged by Westport; and (v) the overall organization and experience of Westport. In arriving at its decision, the board did not single out any one factor or group of factors as being more important than the other factors, but considered all of these factors together. 60 -------------------------------------------------------------------------------- DIRECTORS AND PRINCIPAL OFFICERS
------------------------------------------------------------------------------------------------------------------------------ NAME (AGE) POSITION LENGTH OF PRINCIPAL OCCUPATION ADDRESS WITH FUND SERVICE (A) FOR LAST FIVE YEARS ------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT DIRECTORS Suzanne Brenner (47) Director 2 years senior investment officer Associate Treasurer and Senior Investment Officer The Metropolitan Museum of Art 1000 Fifth Avenue New York, NY 10028 Harry N. Hoffman III (50) Director 4 years chief investment officer Chief Investment Officer Mayo Foundation 200 First Street SW Rochester, MN 55905 Sheryl L. Johns (49) Director 9 years chief financial officer VP, Treasurer, and CFO Houston Endowment Inc. 600 Travis, Suite 6400 Houston, TX 77002 INTERESTED DIRECTORS William H. McLean (50) (b) Director 5 years chief investment officer VP and Chief Investment Officer Northwestern University Investment Office, Room 1-209 633 Clark Street Evanston, IL 60208 PRINCIPAL OFFICERS Richard F. Flannery (47) President and Principal 2 years principal executive officer TIFF Executive Officer previously executive vice 590 Peter Jefferson Parkway, president of Delaware Suite 250 Investments Charlottesville, VA 22911 David A. Salem (49) Vice President and Chief 12 years chief investment officer TIFF Investment Officer 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 Esther L. Cash (48) Vice President 12 years investment operations TIFF 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 Tina M. Leiter (39) Secretary 2 years investment operations TIFF 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 William E. Vastardis (49) Treasurer and Principal 12 years fund administration EOS Fund Services LLC Financial Officer, Chief 55 Broad Street, Suite 13D Compliance Officer New York, NY 10004 ------------------------------ ------------------------------ NAME (AGE) OTHER ADDRESS DIRECTORSHIPS ------------------------------ INDEPENDENT DIRECTORS Suzanne Brenner (47) none Associate Treasurer and Senior Investment Officer The Metropolitan Museum of Art 1000 Fifth Avenue New York, NY 10028 Harry N. Hoffman III (50) none Chief Investment Officer Mayo Foundation 200 First Street SW Rochester, MN 55905 Sheryl L. Johns (49) none VP, Treasurer, and CFO Houston Endowment Inc. 600 Travis, Suite 6400 Houston, TX 77002 INTERESTED DIRECTORS William H. McLean (50) (b) TIFF Advisory Services, Inc. VP and Chief Investment Officer Northwestern University Investment Office, Room 1-209 633 Clark Street Evanston, IL 60208 PRINCIPAL OFFICERS Richard F. Flannery (47) TIFF Advisory Services, Inc. TIFF 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 David A. Salem (49) TIFF Advisory Services, Inc. TIFF 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 Esther L. Cash (48) TIFF 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 Tina M. Leiter (39) TIFF 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 William E. Vastardis (49) EOS Fund Services LLC 55 Broad Street, Suite 13D New York, NY 10004
------------- (a) Each director serves until the date that director resigns, retires, or is removed by the board of directors or shareholders in accordance with the Articles of Incorporation. (b) Mr. McLean is deemed to be an "interested director" because he also serves as a director of TIFF Advisory Services, Inc., the mutual funds' advisor. 61 -------------------------------------------------------------------------------- TIFF INVESTMENT PROGRAM ADVISOR TIFF Advisory Services, Inc. 590 Peter Jefferson Parkway, Suite 250 Charlottesville, VA 22911 PHONE 434-817-8200 FAX 434-817-8231 CUSTODIAN ACCOUNTING AGENT TRANSFER AGENT DIVIDEND DISBURSING AGENT FUND ADMINISTRATOR Investors Bank & Trust Company 200 Clarendon Street Boston, MA 02116 FUND DISTRIBUTOR Quasar Distributors, LLC 615 East Michigan Street Milwaukee, WI 53202 LEGAL COUNSEL Dechert 1500 I Street, NW Washington, DC 20005 INDEPENDENT ACCOUNTANTS PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 OPERATIONS MONITORING AGENT EOS Fund Services LLC 55 Broad Street, Suite 13D New York, NY 10004 MONEY MANAGERS TIFF MULTI-ASSET FUND Aronson+Johnson+Ortiz, LP Bessent Capital, LLC Canyon Capital Advisors LLC Farallon Capital Management, LLC Freeman Associates Investment Management LLC Lone Pine Capital LLC Marathon Asset Management, LLP Maverick Capital, Ltd. Mondrian Investment Partners Limited Och-Ziff Capital Management Group K.G. Redding & Associates, LLC Regiment Capital Management, LLC Smith Breeden Associates, Inc. Toscafund Limited Wellington Management Company, LLP TIFF INTERNATIONAL EQUITY FUND Bessent Capital, LLC Lansdowne Partners Limited Marathon Asset Management, LLP Mondrian Investment Partners Limited Toscafund Limited TIFF US EQUITY FUND Adage Capital Management, LP Aronson+Johnson+Ortiz, LP Freeman Associates Investment Management LLC Shapiro Capital Management Company, Inc. Westport Asset Management, Inc. TIFF GOVERNMENT BOND FUND Smith Breeden Associates, Inc. TIFF SHORT-TERM FUND TIFF Advisory Services, Inc. This report must be accompanied or preceded by a prospectus. Mutual fund investing involves risk. Principal loss is possible. ITEM 2. CODE OF ETHICS. Not applicable to this filing. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable to this filing. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable to this filing. ITEMS 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable to this filing. ITEM 6. SCHEDULE OF INVESTMENTS Included in Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to this filing. ITEMS 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable to this filing. ITEMS 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to this filing. ITEMS 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable to this filing. ITEM 11. CONTROLS AND PROCEDURES. (a) The Registrant's Principal Executive Officer and Principal Financial Officer concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30-3(c))) (the "1940 Act") were effective as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"), based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)) as of the Evaluation Date. (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of Ethics is not applicable to this filing. (a)(2) Certification of Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as Exhibit 99CERT. (a)(3) Not applicable to this filing. (b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as required by Rule 30a-2(b), under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a - 14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) is attached hereto as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) TIFF Investment Program, Inc. By (Signature and Title) /S/ ----------------------------------------------- Richard J. Flannery, President and Principal Executive Officer Date 9/6/2005 ----------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title) /S/ ----------------------------------------------- Richard J. Flannery, President and Principal Executive Officer Date 9/6/2005 ----------------------------------- By (Signature and Title) /S/ ----------------------------------------------- William E. Vastardis, Treasurer and Principal Financial Officer Date 9/6/2005 -----------------------------------