This brochure provides information about TAS and its investment advisory business. TAS has
been registered with the SEC as an investment advisor since 1994. The investors in the
investment funds managed or sponsored by TAS are referred to as “members” throughout this
brochure.
TAS serves as investment advisor to the following:
(i) TIFF Investment Program (“TIP”), an open-end series investment company
registered with the SEC consisting of TIFF Multi-Asset Fund (“MAF”);
(ii) a series of privately offered investment funds that pursue private equity, private
realty, and private natural resources investments (the “PI funds”);
(iii) five privately offered investment funds (the “TIFF Private Funds”);
(iv) three privately offered investment funds that are sponsored by Catholic
Investment Services, Inc. (“CIS”) (the “CIS Funds”); and
(v) a number of direct advisory clients with whom TAS has entered into advisory
agreements (“Advisory Clients”) to provide investment advice with respect to
such Advisory Clients’ investment objectives and guidelines, asset allocation, and
investments, including investments in funds managed or sponsored by TAS or an
affiliate.
Interests in any investment fund, including any privately offered investment fund, managed or
sponsored by TAS or an affiliate will be offered and sold only pursuant to a definitive
prospectus or offering memorandum (or similar offering document), subscription materials,
and organizational documents for such investment fund (collectively, “Offering Materials”).
This brochure is only a summary and discloses only certain items required to be disclosed
herein, and therefore does not include all material necessary to properly evaluate an
investment decision regarding any investment fund managed or sponsored by TAS or an
affiliate. Before making any investment decision members and prospective members should
carefully review the Offering Materials and should make any investment decisions solely on the
basis of such Offering Materials regarding any investment fund managed or sponsored by TAS
or an affiliate.
Members of TIP, the PI funds, and the TIFF Private Funds are primarily foundations,
endowments, other 501(c)(3) organizations, and certain other non-profit organizations
(“eligible non-profit investors”), defined benefit plans of eligible non-profit investors, TAS and
its affiliates, including other investment funds managed or sponsored by TAS or an affiliate, TIP
trustees, and TAS directors and employees (including retirement accounts or other accounts of
which the individual is the sole beneficial owner).
TAS serves generally as a manager-of-managers for MAF. The other funds advised by TAS
largely operate on a fund-of-funds basis. In selecting money managers and funds, TAS normally
weighs a number of relevant factors and makes its selections based on a comparison of such
factors.
Under the terms of TAS’s advisory agreement with MAF, TAS is responsible for establishing
criteria for the identification and selection of independent money managers; screening and,
subject to the review and approval of TIP’s board of trustees (the “TIP Board”), selecting money
managers; negotiating discretionary management agreements between TIP and the selected
money managers (subject to final approval by the TIP Board); monitoring performance of each
money manager and recommending continuation, modification, or termination of such
agreements; allocating funds among asset classes and money managers, as applicable; and
reviewing periodically MAF’s investment objectives, policies, and restrictions. TAS also will
manage cash; manage investments and invest in derivative instruments, futures contracts,
duration investments, and other securities and financial instruments; and perform such other
duties as the TIP Board and TAS agree are appropriate to support and enhance the investment
programs of MAF. TAS is also authorized to manage MAF’s assets directly in lieu of allocating
assets to a money manager. In addition, MAF invests a portion of its assets in acquired funds
selected by TAS. An acquired fund is a fund of collectively managed assets in which there are
other investors in addition to MAF, such as exchange-traded funds (“ETFs”), open-end mutual
funds, and private investment funds.
Under the terms of each PI fund’s Operating Agreement or Management Agreement, as
applicable, TAS receives an investment management fee for the services it provides, which
typically include, but are not limited to the following: ongoing monitoring of the private
investment environment; manager selection; ongoing monitoring; fund and security selection,
direct investment management, cash flow management; and certain reporting.
Under the terms of the TIFF Private Funds’ Private Placement Memorandums and Investment
Advisory Agreements, TAS receives an investment management fee for the following services it
provides to each fund, respectively: (i) providing research and analysis and directing the
formulation of investment policies and strategies and allocating fund assets from time to time
to the discretionary management of one or more managers; (ii) identifying managers and funds
that invest or trade in securities and other investments and products, determining the assets to
be committed to each manager and investing through such managers, which investments will
be subject in each case to the terms and conditions of the respective governing documents or
agreements entered into with each manager; (iii) investing a portion of a fund’s capital directly
(rather than through managers), alone or with joint venture partners; (iv) purchasing or
acquiring, and selling, transferring, exchanging or otherwise disposing of securities and other
investments and products; (v) negotiating and entering into contracts with managers on behalf
of a fund, or in connection with investments in funds, securities, and other investments and
products, and reviewing and executing any proposed amendments or waivers to those
contracts; (vi) authorizing the payment of fees and allocations of profits to managers pursuant
to the respective
governing documents or agreements and any rebates or reductions of such
fees or allocations which will be for the benefit of a fund; (vii) investing in cash or any short
term investments, including, without limitation, U.S. government securities, money market
funds or other short-term funds (including any such investments managed or sponsored by
TAS), repurchase arrangements, commercial paper, certificates of deposit and bankers'
acceptances or any other securities; (viii) possessing, transferring, mortgaging, pledging,
assigning or otherwise dealing in, and exercising all rights, powers, privileges and other
incidents of ownership or possession with respect to, securities and other property and funds
held or owned by a fund; (ix) lending, either with or without security, any securities, funds or
other properties of the fund, including by entering into reverse repurchase agreements, and,
from time to time, without limit as to the amount, borrowing or raising funds, including by
entering into repurchase agreements, and securing the payment of obligations of a fund by
mortgage upon, or pledge or hypothecation of, all or any part of the property of a fund; (x)
opening, maintaining and closing accounts, including margin and custodial accounts, with
brokers, which power will include the authority to issue all instructions and authorizations to
brokers regarding the securities and/or other investments or money therein; paying, or
authorizing the payment and reimbursement of, brokerage commissions that could be in excess
of the lowest rates available that are paid to brokers who execute transactions for the account
of a fund and who supply, or pay for (or rebate a portion of a fund's brokerage commissions to
a fund for payment of) the cost of, brokerage, research or execution services utilized by a fund
or any other accounts; provided, that a fund does not pay a rate of commissions in excess of
what is competitively available under the circumstances from comparable brokerage firms for
comparable services, taking into account various factors, such as commission rates, reliability,
financial stability, strength of the broker and ability of the broker to efficiently execute
transactions, the broker's systems, facilities and record-keeping, and the broker's provision or
payment of the costs of research and other services or property that are of benefit to each fund
or such other factors TAS deems relevant so long as such brokerage commissions are consistent
with the TAS's duty to seek best execution; provided, further, that TAS will have no duty to seek
competitive bids from comparable brokerage firms; (xi) opening, maintaining and closing
accounts, including custodial accounts, with banks, including banks located outside the United
States, and drawing checks or other orders for the payment of monies; (xii) borrowing funds
and pledging fund assets when deemed appropriate by TAS, including for the purpose of
making investments and meeting withdrawal requests which would otherwise result in the
premature liquidation of investments; (xiii) combining purchase or sale orders on behalf of a
fund with orders for other accounts and allocate the securities or other assets so purchased or
sold, on an average-price basis or by any other method of fair allocation as determined by TAS,
among such accounts; (xiv) organizing one or more corporations or other entities formed to
address regulatory or tax issues, managing financing arrangements, limiting a fund’s liability,
holding record title as nominee for a fund (whether alone or together with any other accounts)
to Securities or other assets or funds of a fund, or for other reasons; (xv) retaining and
compensating, from its own resources, investment research providers to provide assistance to
TAS in identifying managers and investment opportunities; (xvi) liquidating securities that have
been distributed to a fund; (xvii) causing a fund to engage in agency, agency cross and principal
transactions with affiliates to the extent permitted by applicable securities laws; (xviii)
preparing periodic reports for a fund’s general partner in such form as agreed to between the
parties from time to time; (xix) authorizing any officer, employee or agent of TAS or agent or
employee of a fund to act for and on behalf of a fund in all matters incidental to the foregoing;
and (xx) providing certain basic client reporting content and assistance to fund investors in
connection with routine matters relating to the services provided by TAS.
With respect to its Advisory Clients, TAS tailors its advisory services to the individual needs of
such clients. In doing so, TAS works together with each Advisory Client on investment policy
development and then the implementation of a plan pursuing stated investment policy
parameters using primarily investment funds managed or sponsored by TAS or an affiliate. On
a case by case basis, TAS will monitor and/or invest in unaffiliated investment holdings or
programs.
TAS is permitted to terminate each agreement with TIP at any time without payment of
penalty, upon 60 days’ written notice to TIP. TIP has the ability to terminate its agreement with
TAS at any time, without payment of penalty, upon 60 days’ written notice to TAS by vote of
either the TIP Board or the holders of a majority of the outstanding shares of MAF. Each
agreement automatically terminates in the event of its assignment. TAS can be removed as
advisor of each PI fund for cause with the consent of 75% in interest of such PI fund’s members.
Each PI fund can be dissolved at the election of TAS upon 90 days’ notice to such fund’s
members or by consent of 75% in interest of such fund’s members. TAS’s agreements with the
CIS Funds can be terminated by either party upon 180 days’ notice to the other party. TAS is
permitted to terminate its agreements with the TIFF Private Funds upon 30 days’ prior written
notice. Direct advisory agreements with Advisory Clients are individually negotiated.
As of December 31, 2022, TAS managed approximately $6.39 billion, in client assets, all of
which were managed on a discretionary basis.