After operating for more than thirty years as a nonprofit, TIFF Investment Management is changing its ownership structure, becoming a commercial entity.
The $8 billion outsourced chief investment officer provider’s employees are planning to acquire the firm, relinquishing TIFF’s status as a Delaware non-stock corporation, four sources have confirmed. This designation is primarily used by 501c3 organizations, which are exempt from taxes.
Instead, TIFF will become an employee-owned public benefit limited liability company, offering employees the ability to own a piece of firm. The move is a major reversal for TIFF, which for years marketed itself as one of the few nonprofit OCIO providers serving nonprofits in the nation.
The status, according to industry sources, matters: As a nonprofit, TIFF had no owners, and was beholden solely to its clients.
“It was sold on the premise of being a nonprofit,” one of the sources said. “If service and fees don’t change, the promise isn’t broken. The premise — ‘I hired them for a particular and important reason’ — is.”
At least one client, however, disagrees. “Everything in the ensuing year has lived up to [expectations],” said Ted Aronson, founder of AJO Vista and investment committee chair at Spelman College, which hired TIFF in 2022. “I’m not disappointed in any way, obviously not about this legal change. And nothing else. They’ve delivered; they are what we thought they were.”
It’s important to note that under its new structure, TIFF will not have private equity owners or operate as part of a larger investment manager like many of its peers. Instead, the OCIO firm plans to form a public benefit corporation, which allows it to have owners but still requires them to spend some of TIFF’s resources or profits on serving public interests.
TIFF was founded in 1991 as a collaborative effort between the MacArthur and Rockefeller foundations, according to its website. Dubbed “The Investment Fund for Foundations,” the organization was designed to allow nonprofits to pool their resources and gain greater access to investment opportunities. Over the years, TIFF’s board, which has included luminaries like Yale’s David Swensen, MIT’s Seth Alexander, and UVIMCO’s Alice Handy, has been one of its major selling points.
The move away from nonprofit status comes three years after Kane Brenan, who led Goldman Sachs’ OCIO practice, joined TIFF as its chief executive officer and president. Brenan joined as longtime TIFF CEO Richard Flannery prepared for his retirement.
TIFF wants to compete with its peers, which are primarily for-profit entities, when it comes to hiring and retaining talent — and this move could help the firm do so.
As an employee-owned company, TIFF believes it will “more effectively attract and retain outstanding investment and other professionals whose interests and incentives are closely aligned with the interests of [its] clients,” according to a preliminary proxy statement filed on June 7.
TIFF said in that document that it would be better able to compete for talent, as similar advisory firms offer their investment team members “at least some form of equity ownership interests.”
As for public benefit aspect, the document states that TIFF aims “to help non-profits achieve their missions by providing (i) investment-related advice and broader support services, including education, to non-profits and other clients, and (ii) financial support to our clients and third-party charitable organizations.” (A spokesperson for TIFF said the organization is unable to comment beyond what is publicly available in this proxy statement.)
“I think TIFF’s goal from day one wasn’t to be the cheapest manager and wasn’t to be a ‘not-for-profit,’” Aronson said. “I think they expected to be the best and the brightest manager. If the world changed, and I think it has, they’ve gotta change with it too. Introducing an ability to be more competitive in hiring people and in keeping them, I think makes all the sense in the world.”
Aronson has a unique perspective of the organization: His firm, AJO, was one of TIFF’s earliest investment managers. As Spelman’s investment committee chair, Aronson said TIFF’s ownership was one of the things he asked about during the search process. While TIFF didn’t divulge plans to change the ownership structure at that time, Aronson said the firm was as candid as it could be.
“They were just straightforward as I said, as clear as you can be about complicated tax and SEC matters,” he said. “Nothing was held back. The discussion of moves was not decided by then, but as I look back, it was brought up and how it might change the firm was addressed. The culture and commitment would be the same.”
