As Filed With The Securities And Exchange Commission On July 17, 2000
File Nos. 33-73408 and 811-8234
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. _ ( )
Post-Effective Amendment No. 12 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)
Amendment No. 16
TIFF INVESTMENT PROGRAM, INC.
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(Exact Name of Registrant as Specified in Charter)
2405 Ivy Road, Charlottesville, VA 22903
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(Address of Principal Executive Offices) (Zip Code)
(800) 984-0084
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(Registrant's Telephone Number, Including Area Code)
David A. Salem, President, Foundation Advisers, Inc., 2405 Ivy Road,
Charlottesville, VA 22903
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(Name and Address of Agent for Service of Process)
With a Copy to:
Cynthia Surprise
Investors Bank & Trust Company
Mail Code LEG13
200 Clarendon Street
Boston, MA 02116
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/X/ On August 16, 2000, pursuant to paragraph (b)
/ / 60 days after filing, pursuant to paragraph (a)(1)
/ / On ____, pursuant to paragraph (a) (1)
/ / 75 days after filing, pursuant to paragraph (a) (2)
/ / On _________, pursuant to paragraph (a) (2) of Rule 485.
If appropriate, check the following box:
/X/ This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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This Post-Effective Amendment No. 12 to the Registration Statement of TIFF
Investment Program, Inc. is being filed solely for the purpose of delaying the
effectiveness of Post-Effective Amendment No. 11 which was filed pursuant to
Rule 485(a)(2) on May 5, 2000.
Part A INFORMATION REQUIRED IN PROSPECTUS
The Prospectus is incorporated herein by reference to Post-Effective Amendment
No. 11.
Part B INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information is incorporated herein by reference to
Post-Effective Amendment No. 11.
Part C OTHER INFORMATION
Item 23. Exhibits
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The following exhibits are incorporated herein by reference, are not required to
be filed or are filed herewith (as indicated):
(a) Articles of Incorporation, dated December 24, 1993.
(previously filed as Exhibit No. (1) to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement
on Form N-1A).
(b) By-laws. (previously filed as Exhibit No. (2) to
Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A).
(c) Not Applicable.
(d1) Advisory Agreement, dated February 10, 1994, between
the Registrant (TIFF U.S. Equity Fund) and Foundation
Advisers, Inc. (previously filed as Exhibit No. (5a) to
Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N-1A).
(d2) Advisory Agreement, dated February 10, 1994, between
the Registrant (TIFF International Equity Fund) and
Foundation Advisers, Inc. (previously filed as Exhibit
No. (5b) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N-1A).
(d3) Advisory Agreement, dated February 10, 1994, between
the Registrant (TIFF Emerging Markets Fund) and
Foundation Advisers, Inc. (previously filed as Exhibit
No. (5c) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N-1A).
1
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(d4) Advisory Agreement, dated February 10, 1994, between
the Registrant (TIFF Bond Fund) and Foundation
Advisers, Inc. (previously filed as Exhibit No. (5d) to
Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N-1A).
(d5) Advisory Agreement, dated February 10, 1994, between
the Registrant (TIFF Short-Term Fund) and Foundation
Advisers, Inc. (previously filed as Exhibit No. (5e) to
Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N-1A).
(d6) Money Manager Agreement, dated April 8, 1994, between
the Registrant (TIFF Bond Fund) and Atlantic Asset
Management Partners, Inc. (previously filed as Exhibit
No. (5g) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N1-A).
(d7) Money Manager Agreement, dated April 18, 1994, between
the Registrant (TIFF International Equity Fund) and
Delaware International Advisers, Ltd. (previously filed
as Exhibit No. (5k) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N1-A).
(d8) Money Manager Agreement, dated May 16, 1994, between
the Registrant (TIFF Bond Fund) and Fischer Francis
Trees & Watts, Inc. (previously filed as Exhibit No.
(5o) to Post-Effective Amendment No.1 to Registrant's
Registration Statement on N1-A).
(d9) Money Manager Agreement, dated May 16, 1994, between
the Registrant (TIFF Short-Term Fund) and Fischer
Francis Trees & Watts, Inc. (previously filed as
Exhibit No. (5p) to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on N1-A).
(d10) Money Manager Agreement, dated April 18, 1994, between
the Registrant (TIFF International Equity Fund) and
Harding, Loevner Management, L.P. (previously filed as
Exhibit No. (5r) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N1-A).
(d11) Money Manager Agreement, dated March 16, 1994, between
the Registrant (TIFF International Equity Fund) and
Marathon Asset Management, Ltd. (previously filed as
Exhibit No. (5w) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N1-A).
(d12) Money Manager Agreement, dated March 16, 1994, between
the Registrant (TIFF U.S. Equity Fund) and Palo Alto
Investors (previously filed as Exhibit No. (5y) to
Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N1-A).
(d13) Money Manager Agreement, dated March 16, 1994, between
the Registrant (TIFF Bond Fund) and Seix Investment
Advisors, Inc. (previously filed as Exhibit No. (5z) to
Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N1-A).
2
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(d14) Money Manager Agreement, dated April 18, 1994, between
the Registrant (TIFF Bond Fund) and Smith Breeden
Associates, Inc. (previously filed as Exhibit No. (5aa)
to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N1-A).
(d15) Money Manager Agreement, dated April 18, 1994, between
the Registrant (TIFF Short-Term Fund) and Smith Breeden
Associates, Inc. (previously filed as Exhibit No. (5bb)
to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N1-A).
(d16) Money Manager Agreement, dated March 16, 1994, between
the Registrant (TIFF U.S. Equity Fund) and Westport
Asset Management, Inc. (previously filed as Exhibit No.
(5ee) to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N1-A).
(d17) Money Manager Agreement, dated March 31, 1995 between
the Registrant (TIFF Multi-Asset Fund) and Delaware
International Advisers, Ltd. (previously filed as
Exhibit No. 5hh) to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on N1-A).
(d18) Money Manager Agreement, dated March 31, 1995 between
the Registrant (TIFF Multi-Asset Fund) and Harding,
Loevner Management, L.P. (previously filed as Exhibit
No. (5jj) to Post- Effective Amendment No. 4 to
Registrant's Registration Statement on N1-A).
(d19) Money Manager Agreement, dated March 31, 1995 between
the Registrant (TIFF International Equity Fund) and
Lazard Freres Asset Management (previously filed as
Exhibit No. (5kk) to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on N1-A).
(d20) Money Manager Agreement, dated March 31, 1995 between
the Registrant (TIFF Multi-Asset Fund) and Wellington
Management Company (previously filed as Exhibit No.
(5pp) to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on N1-A).
(d21) Money Manager Agreement, dated January 5, 1996 between
the Registrant (TIFF Emerging Markets Fund) and Lazard
Freres Asset Management (previously filed as Exhibit
(5xx) to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N1-A).
(d22) Advisory Agreement, dated March 31, 1995, between the
Registrant (TIFF Multi-Asset Fund) and Foundation
Advisers, Inc. (previously filed as Exhibit (5zz) to
Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N1-A).
3
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(d23) Money Manager Agreement, dated January 1, 1997,
between the Registrant (TIFF Emerging Markets Fund) and
Emerging Markets Management (previously filed as
Exhibit (5aab) to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N1-A).
(d24) Money Manager Agreement, dated June 2, 1997, between
the Registrant (TIFF Multi-Asset Fund) and Shapiro
Capital Management Co. (previously filed as Exhibit
(5aad) to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N1-A).
(d25) Money Manager Agreement, dated July 1, 1997, between
the Registrant (TIFF Multi-Asset Fund) and Seix
Investment Advisors Inc. (previously filed as Exhibit
(5aae) to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N1-A).
(d26) Money Manager Agreement, dated December 24, 1998,
between the Registrant (TIFF U.S. Equity Fund) and
Aronson + Partners (previously filed as Exhibit (d)(52)
to Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N1-A).
(d27) Money Manager Agreement, dated September , 1998,
between the Registrant (TIFF U.S. Equity Fund and TIFF
Multi-Asset Fund) and Martingale Asset Management,
L.P., (previously filed as Exhibit (d)(54) to
Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N1-A).
(d28) Money Manager Agreement, dated January 4, 2000,
between the Registrant (TIFF U.S. Equity Fund and TIFF
Multi-Asset Fund) and Oechsle International Advisors,
LLC., (previously filed as Exhibit (d)(28) to
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N1-A).
(d29) Form of Advisory Agreement, dated ______ __, 2000
between the Registrant (TIFF Inflation-Linked Bond
Fund) and Foundation Advisers, Inc. to be filed by
amendment.
(d30) Form of Money Manager Agreement, dated ______ __,
2000, between the Registrant (TIFF U.S. Equity Index
Fund and TIFF Government Bond Index Fund) and State
Street Global Advisors is filed herewith.
(e) Distribution Agreement, dated January 1, 2000, between
Registrant, First Fund Distributors, Inc. and Investors
Bank & Trust, (previously filed as Exhibit (e) to
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N1-A).
4
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(f) Not Applicable.
(g) Custodian Agreement, dated February 10, 1994, between
the Registrant and Investors Bank & Trust Company.
(previously filed as Exhibit No. (8) to Pre-Effective
Amendment No. 3 to Registrant's Registration Statement
on N-1A).
(g1) Amendment No. 1 to the Amended and Restated Custodian
Agreement between TIFF Investment Program, Inc. and
Investors Bank & Trust Company dated March 14, 1997
(previously filed as Exhibit (8a) to Post-Effective
Amendment No. 6 to Registrant's Registration Statement
on Form N1-A).
(g2) Delegation Agreement, dated May 12, 1998 between the
Registrant and Investors Bank & Trust
Company(previously filed as Exhibit (g)(2) to
Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N1-A).
(g3) Amendment to Custodian Agreement, between the
Registrant and Investors Bank & Trust Company dated May
29, 1998 (previously filed as Exhibit (g)(3) to
Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N1-A).
(h) Transfer Agency and Service Agreement, dated February
10, 1994, between the Registrant and Investors Bank &
Trust Company. (previously filed as Exhibit No. (9a) to
Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on N-1A).
(h1) Administration Agreement, dated May 29, 1998, between
the Registrant and Investors Capital Services, Inc.,
(previously filed as Exhibit (h)(3) to Post-Effective
Amendment No. 8 to Registrant's Registration Statement
on Form N1-A).
(h2) Code of Ethics of TIFF Investment Program, Inc. and
Foundation Advisers, Inc., (previously filed as Exhibit
(h2) to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N1-A).
(h3) Code of Ethics of Aronson + Partners, (previously filed
as Exhibit (h3) to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N1-A).
(h4) Code of Ethics of Atlantic Asset Management, LLC,
(previously filed as Exhibit (h4) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
5
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(h5) Code of Ethics of Delaware International Advisers Ltd.
, (previously filed as Exhibit (h5) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h6) Code of Ethics of Emerging Markets Management, LLC,
(previously filed as Exhibit (h6) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h7) Code of Ethics of Fischer Francis Trees & Watts, Inc.,
(previously filed as Exhibit (h7) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h8) Code of Ethics of Harding, Loevner Management, LP,
(previously filed as Exhibit (h8) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h9) Code of Ethics of Lazard Asset Management, (previously
filed as Exhibit (h9) to Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form
N1-A).
(h10) Code of Ethics of Marathon Asset Management, Ltd.,
(previously filed as Exhibit (h10) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h11) Code of Ethics of Martingale Asset Management, L.P.,
(previously filed as Exhibit (h11) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h12) Code of Ethics of Oechsle International Advisors, LLC,
(previously filed as Exhibit (h12) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h13) Code of Ethics of Palo Alto Investors, (previously
filed as Exhibit (h13) to Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form
N1-A).
(h14) Code of Ethics of Seix Investment Advisors, Inc.,
(previously filed as Exhibit (h14) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h15) Code of Ethics of Shapiro Capital Management Co.,
Inc., (previously filed as Exhibit (h15) to
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N1-A).
(h16) Code of Ethics of Smith Breeden Associates, Inc.,
(previously filed as Exhibit (h16) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
6
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(h17) Code of Ethics of Wellington Management Company,
(previously filed as Exhibit (h17) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h18) Code of Ethics of Westport Asset Management, Inc.,
(previously filed as Exhibit (h18) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N1-A).
(h19) Code of Ethics of State Street Global Advisors is
filed herewith.
(i) Opinion and Consent of Counsel. (previously filed as
Exhibit No. (10) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N-1A).
(j) Consent of the Independent Auditor. (previously filed
as Exhibit (j) to Post -Effective Amendment No. 10 to
Registrant's Registration Statement on N-1A).
(k) Not Applicable.
(l) Purchase Agreement, dated March 29, 1994, for Initial
Capital between Registrant and The John D. and
Catherine T. MacArthur Foundation. (previously filed as
Exhibit No. (13) to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on N-1A).
(m) Not Applicable.
(n) Not Applicable.
(o) Not Applicable.
Item 24
Persons Controlled by or under Common Control with the Registrant
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None.
Item 25
Indemnification.
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The Registrant shall indemnify directors, officers, employees and agents of
the Registrant against judgements, fines, settlements and expenses to the
fullest extent allowed, and in the manner provided, by applicable federal and
Maryland law, including Section 17(h) and (i) of the Investment Company Act of
1940. In this regard, the Registrant undertakes to abide by the provisions of
Investment Company Act Releases No. 11330 and 7221 until amended or superseded
by subsequent interpretation of legislative or judicial action.
7
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, Registrant understands that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 26
Business and Other Connections of Investment Adviser.
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The business and other connections of Foundation Advisers, Inc. (the
Adviser) is on the Uniform Application for Investment Adviser Registration
("Form ADV") as currently on file with the Commission (File No. 801-45618) the
text of which is hereby incorporated by reference.
Item 27
Principal Underwriters.
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(a) In addition to the Registrant, First Fund Distributors, Inc. currently acts
as distributor to the following funds:
Advisors Series Trust
Brandes Investment Funds
Fleming Capital Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Guiness Flight Investment Funds
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Investment Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Professionally Managed Portfolios
Puget Sound Alternative Investment Series Trust
The Purisima Funds
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group, Inc.
8
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(b) For each Director or officer of First Fund Distributors, Inc.
NAME AND PRINCIPAL POSITIONS & OFFICES POSITIONS & OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
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Robert H. Wadsworth President & Treasurer None
4455 Camelback Road
Suite 261-E
Phoenix, AZ 85018
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Steven J. Pagglioli Vice President & Secretary None
4455 Camelback Road
Suite 261-E
Phoenix, AZ 85018
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Eric M. Banhazl Vice President None
4455 Camelback Road
Suite 261-E
Phoenix, AZ 85018
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(c) Not applicable.
Item 28
Location of Accounts and Records.
---------------------------------
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended (the "1940
Act"), and the rules thereunder will be maintained at the offices of the
Investment Adviser, the Custodian and the Administrator.
Foundation Advisers, Inc.
2405 Ivy Road
Charlottesville, Virginia 22903
Investors Capital Services, Inc.
600 Fifth Avenue, 26th Floor
New York, New York 10020
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02117-9130
Item 29
Management Services.
--------------------
Not applicable.
Item 30
Undertakings.
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Not applicable
9
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement under Rule 485(b)
under the Securities Act and has duly caused this registration statement to be
signed on its behalf by the undersigned, duly authorized, in the City of
Charlottesville and the Commonwealth of Virginia on the 17th day of July, 2000.
TIFF INVESTMENT PROGRAM, INC.
Registrant
By: /s/ David A. Salem
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David A. Salem, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement had been signed below by the following persons in the
capacities and on the dates indicated.
/s/ David A. Salem */s/ William F. Nichols
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David A. Salem, President and Director William F. Nichols, Director
/s/ Esther Cash */s/ Sheryl L. Johns
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Esther Cash, Principal Financial Officer Sheryl L. Johns, Director
*/s/ John E. Craig */s/ Fred B. Renwick
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John E. Craig, Director Fred B. Renwick, Director
*By: */s/ Esther Cash
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Esther Cash, Attorney-in-Fact
Date: July 17, 2000
10
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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(d30) Money Manager Agreement
(h19) Code of Ethics of State Street Global Advisors
