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February 27, 1995
Filing Desk
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for TIFF Investment Program, Inc., File No. 33-73408
For Fiscal Year Ended December 31, 1994
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Ladies and Gentlemen:
In accordance with the provisions of Rule 24f-2, TIFF Investment Program, Inc.
(the "Fund") hereby files its Rule 24f-2 Notice for the fiscal year ended
December 31, 1994.
a) No shares of capital stock of the Fund had been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and remained
unsold at the beginning of the fiscal year.
b) No shares of capital stock of the Fund were registered during the fiscal
year other than pursuant to Rule 24f-2.
c) 33,145,552 shares of capital stock of all series of the Fund were sold
during the fiscal year. (See Schedule A)
d) 33,135,552 shares of capital stock of all series of the Fund were sold
during the fiscal year in reliance upon the Fund's declaration in its
registration statement, which became effective May 13, 1994, of an
indefinite amount of securities under Rule 24f-2. Attached to the Rule
24f-2 Notice, and made a part hereof, is an opinion of counsel indicating
that the securities, the registration of which the Notice makes definite in
number, were legally issued, fully paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, a wire in the amount of
$109,454.95 was sent today to the appropriate account at Mellon Bank, which
represents the registration fee. Such fee is based upon the actual aggregate
sale price for which such securities were sold during the fiscal year, reduced
by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Fund during the fiscal year, and
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Securities and Exchange Commission
February 27, 1995
Page Two
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e) (1) of the Investment Company Act of
1940.
Aggregate Sale Price For All Shares
Sold During Fiscal Year Pursuant to
Rule 24f-2 $334,802,353
Reduced by the Difference Between
1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $17,382,965
and,
2) Aggregate Redemption Price
of Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $0 17,382,965
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Equals $317,419,388
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Any questions regarding the matter should be addressed to William E. Vastardis,
AMT Capital Services, Inc., 430 Park Avenue, New York, NY 10022.
Very truly yours,
William E. Vastardis
Treasurer
TIFF Investment Program, Inc.
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SCHEDULE A TO RULE 24f-2 NOTICE
1994 Fiscal Year Activity
<TABLE>
<CAPTION>
Shares Shares
Outstanding Shares Sold Shares Reinvested Shares Redeemed Outstanding
Series 3/29/1994* Shares Amount Shares Amount Shares Amount 12/31/94
- - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short-Term 1 3,559,046 35,605,207 9,582 95,921 139,713 1,399,630 3,428,916
Bond 1 8,219,984 81,065,201 65,194 638,070 54,774 541,195 8,230,405
U.S. Equity 1 7,086,212 71,479,173 144,196 1,457,573 1,422,881 14,868,909 5,807,528
International Equity 9,996 8,847,879 90,263,919 103,473 1,031,628 11,928 119,903 8,949,420
Emerging Markets 1 5,422,431 56,389,033 33,910 313,332 42,720 453,328 5,413,622
TOTALS 10,000 33,135,552 334,802,353 356,355 3,536,524 1,672,016 17,382,965 31,829,391
</TABLE>
* Seed Balance Sheet
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EXHIBIT A
DECHERT PRICE & RHOADS
477 Madison Avenue
New York, New York 10022
Phone: (212) 326-3500
Fax: (212) 308-2041
February 27, 1995
TIFF Investment Program, Inc.
P.O. Box 5165
Charlottesville, VA 22905
Dear Sirs:
As counsel for TIFF Investment Program, Inc. (the "Fund") during the
fiscal year ended December 31, 1994, we are familiar with the Fund's
registration under the Investment Company Act of 1940 and with the registration
statement relating to its shares of Common Stock, par value $.001 per share (the
"Shares"), under the Securities Act of 1933 (File No. 33-73408) (the
"Registration Statement"). We have also examined such other corporate records,
agreements, documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at
the public offering price and delivered by the Fund against receipt of the net
asset value of the Shares in compliance with the terms of the Registration
Statement and the requirements of applicable law during the Fund's fiscal year
ended December 31, 1994, were, when sold, duly and validly authorized, legally
and validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended December 31, 1994 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
Dechert Price & Rhoads
