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Proxy Voting Policy & Results


Preface


In January 2003, the SEC adopted a new rule that requires registered investment advisors that have voting authority over client securities to adopt written policies and procedures that are reasonably designed to ensure that the advisor votes proxies in the best interests of the clients. The purpose of the rule is to ensure that registered advisors satisfy their fiduciary obligations to their clients and avoid material conflicts of interest when voting proxies.

Policy


Pursuant to this rule, the TIFF Investment Program (TIP) board adopted the following policy with respect to the voting of proxies on securities held by the funds:

  • In general, the funds will vote in accordance with the proxy voting recommendations of Institutional Shareholder Services (ISS), except in "share blocking" countries as discussed below. ISS is a leading provider of proxy voting and corporate governance services, serving approximately 950 institutional and corporate clients throughout North America and Europe. ISS analyzes proxies and issues informed research and objective vote recommendations for more than 10,000 US and 12,000 non-US shareholder meetings each year. A number of TIP money managers are ISS clients.
  • ISS posts its recommendations on its "VoteX" Website in advance of a vote deadline. TIFF Advisory Services (TAS) monitors all pending votes, paying particular attention to categories 4, 5, and 6, i.e., those that are more material in nature. The ISS category definitions are summarized as follows:
    1. Election of directors (except for proxy contests); fix number of directors; ratification of auditors; name change; change in date or time of meeting; adjourn meeting; other business
    2. Employee stock purchase plans; increase in stock (except for private placements); reverse stock splits; standard corporate governance provisions (declassifying the board, super-majority votes, etc.); social/environmental/human rights proposals; standard mutual fund proposals (except for advisory agreements, proposals to open-end the fund)
    3. Compensation plans
    4. Private placements; formation of a holding company; anti-takeover proposals (poison pills, fair price provisions, etc.); reincorporation; director and officer liability indemnification; conversion of securities; liquidation of assets; mutual fund advisory agreements
    5. Mergers; acquisitions; sale of assets; conversion of a closed-end fund to open-end; reorganization; restructuring
    6. Proxy contests
  • TAS votes all proxies in conformity with ISS recommendations, except that:
    1. A money manager that is an ISS client may challenge an ISS recommendation it disagrees with by communicating in writing (which may take the form of an email) to TAS. Because money managers that are not ISS clients do not have access to the ISS recommendations, these managers may recommend a vote for or against a proxy item by communicating in writing (which may take the form of an email) to TAS. Where the challenge arrives or is resolved after the cutoff date as it applies to TAS, votes may be handled manually and are therefore on a best efforts basis.
    2. The manager's written communication must explain the manager's reasons for wishing to vote the proxy against the ISS recommendation. The manager should also state if it believes that there are any potential conflicts of interest in connection with the proxy vote.
    3. TAS will evaluate the manager's arguments and either grant or deny the manager's request. TAS will not accept a manager's request to depart from an ISS recommendation in any case in which TAS believes such a departure would represent a material conflict of interest between TAS or the money manager and TIP.
    4. Given TAS's position that the inherent risks associated with voting in a share blocking country may outweigh the benefits of acting on a manager's recommendation to vote the issue, TAS will abstain from votes in a share blocking country unless a money manager requests in writing that TAS vote on an issue. In such case, TAS will vote only those shares held in that manager's portfolio and will abstain from voting shares of the security held by other managers. The manager whose shares are voted recognizes it will be subject to any regulations or limitations placed on those shares.
    5. TAS may refrain from voting a particular proxy when TAS concludes that the costs associated with voting that proxy may outweigh the potential benefits to the TIP portfolios (e.g., certain cases of share blocking issues as discussed above).
    6. Records of all proxy votes are archived with Votex. TIP maintains written records of all proxy summaries, and any money manager challenges to an ISS recommendation for a period of six years, the first two years in an easily accessible place.
    7. Notwithstanding the foregoing, TAS may depart from ISS recommendations anytime it concludes that it is in the best interest of the shareholders. TIP will maintain a written record of each such departure. This record shall include an affirmation that the departure does not represent a conflict of interest between the funds and TAS.

Voting Results


TIFF's proxy voting results are hosted by Institutional Shareholder Services (ISS). You will leave TIFF's Website and go to ISS when you view TIFF's Proxy Voting Results.

July 1, 2017 - June 30, 2018 SEC Form N-PX Report (Annual Report of Proxy Voting Record)

The prospectus contains detailed information about risks associated with the TIFF mutual funds. Please read the prospectus carefully before investing. Mutual fund investing involves risk. Principal loss is possible. The mutual funds are distributed by Foreside Fund Services, LLC.
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