Common use of Investment Objectives and Restrictions Clause in Contracts

Investment Objectives and Restrictions. Subject to the supervision of The Vantagepoint Funds’ Board of Directors and Client, Subadviser shall manage the assets and direct the investments of the Fund held in the Account in accordance with: (i) Applicable Laws; (ii) The Vantagepoint Funds’ prospectus and statement of additional information as it relates to the investment objective, strategies, policies, procedures, restrictions and any other requirements of the Fund; (iii) the written investment objectives, strategies, policies, procedures, guidelines, restrictions and liquidity and other requirements of (A) The Vantagepoint Funds, as they relate to the Fund, (B) the Fund and (C) the Account, in each case that Client or Fund communicates to Subadviser; (iv) The Vantagepoint Funds’ written compliance policies, guidelines and procedures; as they relate to the Fund that Client or Fund communicates to Subadviser; and (v) any additional written investment guidelines and policies as they relate to the Fund that may be communicated, from time to time, by the Client or Fund to the Subadviser, all of the documents or items referenced in (ii) through (v) may be restated or modified from time to time by Client or The Vantagepoint Funds; provided that Subadviser shall not be required to comply with any such restatements or modifications until communicated by Client or Fund to Subadviser. Client retains the right, on written notice to Subadviser and without amending this Agreement, to modify any such documents, objectives, policies, procedures, guidelines, restrictions, or requirements in any manner and at any time as may be allowed pursuant to the 1940 Act and consistent with the terms of the Master Agreements with The Vantagepoint Funds; provided that Subadviser shall not be required to comply with any such amendments or modifications until communicated by Client or Fund to Subadviser. In the event that Subadviser is unable to adhere to such modifications, the Client and Subadviser will endeavor to reach a mutually agreeable resolution that is in the best interests of the Fund and is consistent with Applicable Laws and the Fund’s stated policies, which may include termination of the Agreement as provided in Section 15 below. Notwithstanding the foregoing, Subadviser shall not be responsible for providing tax advice to Client and the Fund under this Agreement.

Investment Objectives and Restrictions. Subject to the supervision of The Vantagepoint Funds’ Board of Directors and Client, Subadviser shall manage the assets and direct the investments of the Fund held in the Account in accordance with: (i) Applicable Lawsall applicable law; (ii) The Vantagepoint Funds’ prospectus and statement of additional information as it relates to the investment objective, strategies, policies, procedures, restrictions and any other requirements of the Fundinformation; (iii) the written investment objectives, strategies, policies, procedures, guidelines, restrictions and liquidity and other requirements of (A) The Vantagepoint Funds, as they relate to the Fund, (B) the Fund and (C) the Account, in each case that Client or Fund communicates to Subadviser; (iv) The Vantagepoint Funds’ written compliance policies, guidelines and procedures; as they relate to the Fund that Client or Fund communicates to Subadviser; and (v) any additional written investment guidelines and policies as they relate to the Fund that may be communicated, from time to time, by the Client or Fund to the Subadviser., all All of the documents or items referenced in (ii) through (v) may be restated or modified from time to time by Client or The Vantagepoint Funds; provided that Subadviser shall not be required to comply with any such restatements or modifications until communicated by Client or Fund to Subadviser. Client retains the right, on written notice to Subadviser and without amending this Agreement, to modify any such documents, objectives, policies, procedures, guidelines, restrictions, or requirements in any manner and at any time as may be allowed pursuant to the 1940 Act and consistent with the terms of the Master Agreements with The Vantagepoint Funds; provided that Subadviser shall not be required . Client agrees to comply use its best efforts where practicable to discuss with Subadviser, at least five (5) business days prior to its planned effective date, any such amendments change to its written investment guidelines that would impose an additional or modifications until communicated by Client or Fund to more restrictive limitation on Subadviser’s investments for the Account. In the event that Subadviser is unable to adhere to such modifications, the Client and Subadviser will endeavor to reach a mutually agreeable resolution that is in the best interests of the Fund and is consistent with Applicable Laws and the Fund’s stated policiesapplicable law, which may include immediate termination of the Agreement as provided in Section 15 below. Notwithstanding the foregoing, Subadviser shall not be responsible for providing tax advice to Client and the Fund under this Agreement.

Investment Objectives and Restrictions. Subject to the supervision of The Vantagepoint Funds’ Board of Directors and Client, Subadviser shall manage the assets and direct the investments of the Fund held in the Account in accordance with: (i) Applicable Lawsall applicable law; (ii) The Vantagepoint Funds’ prospectus and statement of additional information as it relates to the investment objective, strategies, policies, procedures, restrictions and any other requirements of the Fundinformation; (iii) the written investment objectives, strategies, policies, procedures, guidelines, restrictions and liquidity and other requirements of (A) The Vantagepoint Funds, as they relate to the Fund, (B) the Fund and (C) the Account, in each case that Client or Fund communicates to Subadviser; (iv) The Vantagepoint Funds’ written compliance policies, guidelines and procedures; as they relate to the Fund that Client or Fund communicates to Subadviser; and (v) any additional written investment guidelines and policies as they relate to the Fund that may be communicated, from time to time, by the Client or Fund to the Subadviser, all of the documents or items referenced in (ii) through (v) may be restated or modified from time to time by Client or The Vantagepoint Funds; Funds and provided that to Subadviser shall not be required to comply with any such restatements or modifications until communicated by Client or Fund to Subadviserin writing. Client retains the right, on written notice to Subadviser and without amending this Agreement, to modify any such documents, objectives, policies, procedures, guidelines, restrictions, or requirements in any manner and at any time as may be allowed pursuant to the 1940 Act and consistent with the terms of the Master Agreements with The Vantagepoint Funds; . Client endeavors to discuss with Subadviser prior to the planned effective date any modifications to the written investment guidelines provided that Subadviser shall not be required to comply with any such amendments or modifications until communicated by Client that would impose an additional or Fund to more restrictive limit on Subadviser’s investments for the Account. In the event that Subadviser is unable to adhere to such modifications, the Client and Subadviser will endeavor to reach a mutually agreeable resolution that is in the best interests of the Fund and is consistent with Applicable Laws applicable law and the Fund’s stated policies, which may include termination of the Agreement as provided in Section 15 below. Notwithstanding the foregoing, Subadviser shall not be responsible for providing tax advice to Client and the Fund under this Agreement.

Investment Objectives and Restrictions. Subject to the supervision of The Vantagepoint Funds’ Board of Directors and Client, Subadviser shall manage the assets and direct the investments of the Fund held in the Account in accordance with: (i) Applicable Lawsall applicable law; (ii) The Vantagepoint Funds’ prospectus and statement of additional information as it relates to the investment objective, strategies, policies, procedures, restrictions and any other requirements of the Fundinformation; (iii) the written investment objectives, strategies, policies, procedures, guidelines, restrictions and liquidity and other requirements of (A) The Vantagepoint Funds, as they relate to the Fund, (B) the Fund and (C) the Account, in each case that Client or Fund communicates to Subadviser; (iv) The Vantagepoint Funds’ written compliance policies, guidelines and procedures; as they relate to the Fund that Client or Fund communicates to Subadviser; and (v) any additional written investment guidelines and policies as they relate to the Fund that may be communicated, from time to time, by the Client or Fund to the Subadviser, all of the documents or items referenced in (ii) through (v) may be restated or modified from time to time by Client or The Vantagepoint Funds; provided that Subadviser shall not be required to comply with any such restatements or modifications until communicated by Client or Fund to Subadviser. Client retains the right, on written notice to Subadviser and without amending this Agreement, to modify any such documents, objectives, policies, procedures, guidelines, restrictions, or requirements in any manner and at any time as may be allowed pursuant to the 1940 Act and consistent with the terms of the Master Agreements with The Vantagepoint Funds; provided that Subadviser shall not be required to comply with any such amendments or modifications until communicated in writing by Client or Fund to Subadviser. In the event that Subadviser is unable to adhere to such modifications, the Client and Subadviser will endeavor to reach a mutually agreeable resolution that is in the best interests of the Fund and is consistent with Applicable Laws applicable law and the Fund’s stated policies, which may include termination of the Agreement as provided in Section 15 below. Notwithstanding the foregoing, Subadviser shall not be responsible for providing tax advice to Client and the Fund under this Agreement.