99(d)(38)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of
December 29, 2003, by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and MELLON CAPITAL
MANAGEMENT CORPORATION, a Delaware corporation (hereafter "Subadviser"), and THE
VANTAGEPOINT FUNDS, a Delaware business trust, and is effective as of December
29, 2003 (the "Effective Date").
WHEREAS, The Vantagepoint Funds (the "Funds") is a Delaware
Business Trust registered as an open-end management investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Client is party to a Master Investment Advisory
Agreement with the Funds for management of the investment operations of the
Funds including the establishment and operation of investment portfolios for the
Funds and the entering into of contracts with sub-advisers to assist in managing
the investment of the Funds' property;
WHEREAS, Client and Subadviser wish to enter into a
subadvisory agreement pursuant to which Subadviser will provide such assistance
to Client.
AGREEMENTS:
In consideration for the performance by Subadviser as
investment subadviser of certain assets held by the Funds, Client authorizes
Subadviser to manage certain of the securities and other assets of the Funds as
follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its
services shall consist of those assets of the VANTAGEPOINT OVERSEAS EQUITY INDEX
FUND (the "Fund") which Client determines to assign to an account with
Subadviser, together with all income earned by those assets and all realized and
unrealized capital appreciation related to those assets (hereafter "Account").
From time to time, Client may, upon notice to Subadviser, make additions to the
Account and may, upon notice to Subadviser, make withdrawals from the Account.
To the extent that such withdrawals shall reduce the assets of the Account to
zero, Subadviser shall not be entitled to any fees as set forth hereunder for
the period of time for which no assets are held in the Account, notwithstanding
any termination provisions set forth in this Agreement.
2. APPOINTMENT STATUS, POWERS OF CLIENT AND SUBADVISER
(a) Purchase and Sale. Client hereby appoints Subadviser
to manage the Account on the terms and conditions set forth in this Agreement.
Subject to the restrictions set forth in this Agreement, and acting always in
conformity with the Fund's Investment Guidelines and Statement of Investment
Policies and the written investment objectives, policies, procedures and
restrictions of the Fund described in Section 4 below, Subadviser shall
supervise and direct the investment of the Account. Client hereby grants
Subadviser complete, unlimited and unrestricted discretion and authority to
select portfolio securities with respect to the Account including the power to
acquire (by purchase, exchange, subscription or otherwise), to hold and to
dispose (by sale, exchange or otherwise). To the extent consistent with the
Investment Policies described in Section 4, Subadviser may purchase, hold and
sell Mellon Financial Corporation stock which is part of the S&P 500 Index and
is the stock of an affiliate of the Subadviser and may do so only in accordance
with the provisions of the Investment Company Act of 1940 ("1940 Act") and any
interpretations of the Securities and Exchange Commission thereunder. Client
hereby grants Subadviser discretion and authority to purchase, sell, trade or
otherwise enter into transactions involving financial futures or options,
provided that such purchase, sales, trades and transactions are permitted under
the 1940 Act and the rules, regulations and interpretations thereunder and are
consistent with the Investment Guidelines and Statement of Investment Policies,
with the Fund's prospectus and statement of additional information and with the
written investment objectives, policies procedures, guidelines, restrictions and
liquidity requirements of the Fund and with the Fund's compliance policies and
procedures, as described in Section 4 of this Agreement. Subadviser will review
with Client, upon the request of Client, any transactions it makes with respect
to the investment of the Account.
(b) Limitation on Responsibility and Prohibition on
Consultations with Certain Other Subadvisers. Subadviser's responsibility for
providing advice to the Fund under this Agreement shall be limited to providing
advice with respect to the Account. Subadviser shall not consult with any other
subadviser of the Fund concerning transactions of the Fund in securities or
other assets, if such other subadviser or an Affiliate of the other subadviser,
is a "principal underwriter" within the meaning of Section 10(f) of the 1940 Act
and Rule 10f-3. For purposes of this Agreement, the term "Affiliate" shall mean
"affiliated person" as defined in the 1940 Act.
(c) Limitation on Authority. Except as expressly
authorized herein or hereafter from time to time, Subadviser shall for all
purposes be deemed an independent contractor and shall have no authority to act
for or to represent Client or the Funds in any way or otherwise to be an agent
of Client or the Funds. The activities of Client and Subadviser in managing the
assets of the Fund shall in all instances be conducted subject to the
supervision and direction of the Board of Directors of the Funds and in
compliance with applicable laws and rules.
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(d) Proxy Voting. Unless such authority is terminated in
writing by Client or the Funds, Subadviser shall have the responsibility and the
authority to vote all proxies in respect to securities held in the Account, in
accordance with Subadviser's proxy voting policies and guidelines. Subadviser
shall vote all proxies on behalf of the Fund for the exclusive benefit of the
Fund and in the manner that Subadviser believes is in the Fund's best interests.
On request, Subadviser shall provide Client or the Funds copies of its proxy
voting policies and procedures and a record of how Subadviser has voted the
Fund's proxies, including all information about proxy votes cast by Subadviser
that are needed to complete the Funds' N-PX. Subadviser shall coordinate and
cooperate with Client, with the Fund and with the Funds' other service providers
to enable the Funds to obtain all information required to be filed on Form N-PX
and to file Form N-PX on a timely basis.
(d) Key Personnel. Subadviser agrees that the following
key personnel will have primary responsibility with respect to the investment
management of the Account. If any individual identified herein as a member of
Subadviser's "key personnel" with respect to the Account is unable to devote
sufficient time to maintain primary responsibility for the Account, Subadviser
must give Client advance written notice, or, if Subadviser does not have advance
knowledge of such inability, prompt written notice within three (3) business
days after Subadviser first learns of such inability, of that fact and of the
name of the person designated by Subadviser to replace or supplement the
individual. In addition, Subadviser will give Client the same written notice of
the departure or replacement of any employee of Subadviser who has direct
supervisory responsibility for any "key personnel" or who has responsibility for
setting investment policy as soon as reasonably practicable.
Key Personnel:
Xxxxx Xxxxxxx, Managing Director
Xxxx Xxxxx, Director
3. ACCEPTANCE OF APPOINTMENT
Subadviser accepts the appointment as an investment subadviser
of the Fund and agrees to use its best efforts and professional judgment to make
timely investments and reinvestments for the Account, and to provide the other
services required of Subadviser under the provisions of this Agreement.
4. INVESTMENT POLICIES
(a) Investment Objectives and Restrictions. Subject to
the supervision of the 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 the Fund's Investment Guidelines and Statement of Investment
Policies, with the Fund's prospectus and statement of additional information,
with the written investment objectives, policies,
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procedures, guidelines, restrictions and liquidity requirements of the Fund and
with the Fund's compliance policies, guidelines and procedures, all as they may
be restated or modified from time to time by Client or the Funds on written
notice to the Subadviser. Client retains the right, on written notice to
Subadviser and without amending this Agreement, to modify any such objectives,
policies, procedures, guidelines, restrictions or requirements in any manner and
at any time as may be allowed pursuant to the 1940 Act.
(b) Agreement and Registration Statement. Subadviser will
adhere to all specific provisions in this Agreement and in the Funds' current
Registration Statement on Form N-1A ("Registration Statement), as such
Registration Statement may be amended and updated from time to time and filed
with the Securities and Exchange Commission. The Registration Statement is
hereby incorporated by reference and made a part of this Agreement. The Client
shall give written notice to the Subadviser of any amendments to the
Registration Statement, which amendments, upon their receipt by Subadviser,
shall be binding on Subadviser. However, Subadviser shall only be required to
adhere to such specific provisions of the Registration Statement and any
amendments thereto, that are applicable to Subadviser and the Account and solely
to the extent copies of such specific provisions have been provided and
described to Subadviser by Client.
(c) Conflict in Policies. If a conflict in policies or
guidelines referenced herein occurs, the Registration Statement shall govern for
purposes of this Agreement.
5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
(a) Custody Responsibilities. Client shall designate one
or more custodians (the "Custodian") to hold the Account assets. The Custodian,
as designated by Client will be responsible for the custody, receipt and
delivery of securities and other assets of the Fund (including the Account), and
Subadviser shall have no authority, responsibility or obligation with respect to
the custody, receipt or delivery of securities or other assets of the Fund
(including the Account). In the event that any cash or securities of the Fund
are delivered to Subadviser, it will promptly deliver the same over to the
Custodian, in the name of the Fund.
(b) Securities Transactions. Unless otherwise required by
local custom, all securities transactions for the Account will be consummated by
payment to or delivery by the Funds of cash or securities due to or from the
Account. Subadviser will make all reasonable efforts to notify the Custodian of
all orders to brokers for the Account by 9:00 a.m. Eastern Time on the day
following the trade date and will affirm the trade before the close of business
one (1) business day after the trade date (T+1).
6. RECORD KEEPING AND REPORTING
(a) Records. Subadviser will maintain proper and complete
records relating to the furnishing of services under this Agreement that are
required to be maintained in accordance with good practice, applicable federal
and state securities laws,
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including the 1940 Act, including records with respect to the acquisition,
holding and disposition of securities for Client in accordance with applicable
laws and rules and such reasonable instructions as shall be provided to
Subadviser by Client from time to time. All records maintained pursuant to this
Agreement shall be subject to examination by Client and by persons authorized by
it during normal business hours upon reasonable notice. Except as expressly
authorized in this Agreement or as required by applicable law, regulation or
order of court or as directed by other party in writing, Subadviser and Client
shall keep confidential the records and other information obtained by reason of
this Agreement. Upon termination of this Agreement, Subadviser shall promptly,
upon demand, return to Client all records Client reasonably believes are
necessary in order to discharge its responsibilities to the Funds. Subadviser
shall be entitled to retain originals or copies of records pursuant to the
requirements of applicable laws or regulations.
(b) Quarterly Valuation Reports. Subadviser shall use its
best efforts to provide to Client within ten (10) business days after the end of
each calendar quarter a statement of the fair market value of the Account as of
the close of such quarter together with an itemized list of the assets in the
Account, as that information is reported on Subadviser's record keeping system.
(c) Reconciliations and Reporting. On a monthly basis,
Subadviser shall reconcile security and cash positions, and market values to the
Custodian's records and report discrepancies to Client within ten (10) business
days after the end of the month, or within three (3) days of receipt of the
custodial statement, whichever comes later.
(d) Loss Reimbursement. Subadviser shall reimburse the
Account for any material error to the Fund's net asset value caused by
Subadviser's breach of its standard of care set forth in Section 12(a) that is a
direct cause of a delay in the accurate daily pricing of the Fund, provided such
loss was not the result of the action or inaction by other service providers to
Client or the Fund.
(e) Other Reports. Subadviser shall furnish Client and
the Board of Directors of The Funds such periodic and special reports and
non-proprietary or non-confidential information as shall be reasonably necessary
to evaluate the terms of any subadvisory agreement between Client and Subadviser
with respect to the assets of the Fund.
(f) Other Information on Request. Subadviser shall
provide to Client promptly upon reasonable request any information available in
the records maintained by Subadviser relating to the Account unless Subadviser
is prohibited from providing such information by applicable law.
(g) Review of Materials. During the term of this
Agreement, Client shall furnish to Subadviser at its principal office all
prospectuses, statements of additional information, registration statements,
proxy statements, reports to shareholders,
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advertising and sales literature or other material prepared for distribution to
Fund shareholders or the public, which refer to the Subadviser in any way, prior
to the first use thereof, and Client shall not use any such materials if
Subadviser reasonably objects in writing within ten (10) business days (or such
other time as may be mutually agreed) after receipt thereof. Client shall ensure
that all materials described in this Section 6(g) prepared by employees or
agents of Client or its Affiliates that refer to Subadviser in any way are
consistent with materials previously approved by Subadviser as referenced in the
preceding sentence.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers and Dealers. Except to the
extent otherwise instructed in writing by Client, (it being understood that
Client, acting on behalf of the Fund, may , in its absolute discretion and
consistent with the requirements of the 1940 Act and other applicable law and
rules, direct Fund portfolio transactions for which Subadviser is responsible to
any broker-dealer that Client may see fit provided that such direction is
consistent with best execution described below), Subadviser shall place all
orders for the purchase or sale of securities on behalf of the Account with
brokers or dealers selected by Subadviser, but not with an Affiliate of
Subadviser, unless the transaction is in compliance with Rules 17e-1 or 10f-3
under the 1940 Act, or other applicable rules, and with the Fund's policies and
procedures thereunder, copies of which shall be provided to Subadviser.
(b) Best Execution. In placing such orders, Subadviser
will give primary consideration to obtaining the most favorable price and
efficient execution reasonably available under the circumstances and in
accordance with applicable law. In evaluating the terms available for executing
particular transactions for the Account and in selecting broker-dealers to
execute such transactions, Subadviser may consider, in addition to commission
cost and execution capabilities, the financial stability and reputation of
broker-dealers and the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer
who provides such brokerage and research services a commission for executing a
transaction which is in excess of the amount of commission another broker-dealer
would have charged for effecting that transaction if Subadviser determines in
good faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker- dealer in discharging
responsibilities with respect to the Account or to other client accounts as to
which it exercises investment discretion.
(c) Bunching Orders. Client agrees that Subadviser may
aggregate sales and purchase orders for the Account with similar orders being
made simultaneously for other accounts managed by Subadviser, if in Subadviser's
reasonable judgment such aggregation shall result in an overall economic benefit
or more efficient execution to the Account taking into consideration the
advantageous selling or purchase price, brokerage commission and other expenses.
Client acknowledges that the determination of such
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economic benefit to the Account by Subadviser represents Subadviser's evaluation
that the Account is benefited by relatively better purchase or sales prices,
lower commission expenses and beneficial timing of transactions or a combination
of these and other factors. In such event, allocation of the securities so
purchased or sold, as well as expenses incurred in the transaction, will be made
by Subadviser in a manner Subadviser considers to be most equitable and
consistent with its fiduciary obligations to the Fund and to its other clients.
8. INVESTMENT FEES
(a) Fee Schedule. The compensation of Subadviser for its
services under this Agreement shall be calculated and paid by Client from the
assets of the Account in accordance with SCHEDULE A hereto.
(b) Source of Fee Payments. For purposes of this section
8 and Schedule A, all payments due to Subadviser shall be solely made from the
assets of the Fund, a portfolio of the Funds.
(c) Pro Rata Fee. If Subadviser should serve for less
than the whole of any calendar quarter, its compensation shall be determined as
provided above on the basis of the ending market value of the Account on the
date on which the termination occurs and shall be payable on a pro rata basis
for the period of the calendar quarter for which it has served as Subadviser
hereunder. In no event shall the Subadviser receive payment for any period of
time during which there were no assets in the Account.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Subadviser shall devote its best efforts and such time as
it deems necessary to provide prompt and expert service to Client and the Fund.
The services of Subadviser to be provided hereunder are not to be deemed
exclusive and Subadviser shall be free to provide similar services for its own
account and the accounts of other persons and to receive compensation for such
services. Client acknowledges that Subadviser and its Affiliates, and
Subadviser's other clients may at any time, have, acquire, increase, decrease or
dispose of positions in the same investments which are at the same time being
held, acquired for or disposed of under this Agreement for the Fund. Subadviser
shall have no obligation to acquire or dispose of a position in any investment
pursuant to this Agreement simply because Subadviser, its directors, members,
Affiliates or employees invest in such a position for its or their own accounts
or for the account of another client.
10. XXXXXXX XXXXXXX POLICIES AND CODE OF ETHICS
Subadviser hereby represents that it has adopted policies and
procedures that meet the requirements of Section 204A of the Investment Advisers
Act of 1940
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("Advisers Act") and a code of ethics in compliance with Rule 17j-1 under the
1940 Act ("Rule 17j-1"). Copies of such policies and procedures and such code of
ethics and any material changes thereto shall be delivered to Client and the
Funds promptly on request. In addition, Subadviser shall provide to Client any
material changes to its code of ethics in sufficient time to allow such changes
to be submitted for approval by the Funds' Board of Directors at a regularly
scheduled quarterly board meeting within six (6) months after the adoption of
the material change. No less frequently than annually, Subadviser shall provide
Client, for submission to the Funds' Board of Directors, a written report that
describes any issues arising under the code of ethics since the last such
report, including, but not limited to, information about material violations of
the code of ethics and sanctions imposed in response to the material violations.
Subadviser also shall provide Client, for submission to the Funds' Board of
Directors, an annual written certification that Subadviser has adopted
procedures reasonably necessary to prevent its Access Persons, as defined in
Rule 17j-1, from violating its code of ethics.
11. INSURANCE
At all times during the term of this Agreement, Client and
Subadviser shall maintain, at its own cost and expense, professional liability
insurance for errors, omissions and negligent acts, in an amount and with such
terms as are standard in the financial services industry for an investment
adviser managing the amount of aggregate assets managed by Client and
Subadviser, respectively.
12. LIABILITY
(a) In the absence of any gross negligence, malfeasance,
or willful violation of this Agreement, Subadviser shall not be liable to Client
for honest mistakes of judgment or for action or inaction taken in good faith
for a purpose that Subadviser reasonably believes to be in the best interests of
Client or the Fund. However, neither this provision nor any other provision of
this Agreement shall constitute a waiver or limitation of any rights which
Client may have under federal or state securities laws.
(b) Subadviser shall not be responsible nor liable for
any losses to the Account or Fund resulting from nationalization, expropriation,
devaluation, seizure, or similar action by any governmental authority, de facto
or de jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, levies, or
other changes affecting the securities and other property; or act of war,
terrorism, insurrection or revolution; or acts of God; or any other similar
event beyond the control of Subadviser or its agents. This Section shall survive
the termination of this Agreement.
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13. TERM
This Agreement shall be in effect for an initial term of two
years beginning on the Effective Date. This Agreement may be renewed thereafter
for successive one-year periods if such renewal is approved annually by the
majority of the Board of Directors of the Funds, provided that in such event,
continuance shall also be approved by a majority vote of those members of the
Board of Directors who are not "interested persons" as that term is defined in
the 1940 Act.
14. TERMINATION
This Agreement may be terminated by Subadviser, without the
payment of any penalty, immediately upon notice to the Funds and to Client in
the event of a material breach of any provision thereof by the Funds or Client
if such breach shall not have been cured within a twenty (20) day period after
notice of such breach, or otherwise by Subadviser upon sixty (60) days' written
notice to Client and the Funds or by Client or the Funds for any reason or no
reason immediately upon written notice to Subadviser. This Agreement shall
automatically terminate (a) in the event of its assignment, as provided in
Section 19, at the discretion of the Client in the event of Subadviser's change
of control as provided in Section 19, (b) upon the termination of the Funds, or
(c) upon termination of Client's Master Investment Advisory Agreement with the
Funds. Any termination in accordance with the terms of this Agreement shall not
cause the payment of any penalty. Any such termination shall not affect the
status, obligations or liabilities of any party hereto to the other party or
parties.
15. REPRESENTATIONS
(a) Subadviser hereby confirms to Client and the Funds
that Subadviser is registered as an investment adviser under the Advisers Act,
that it has full power and authority to enter into and perform fully the terms
of this Agreement and that the execution of this Agreement on behalf of
Subadviser has been duly authorized and, upon execution and delivery, this
Agreement will be binding upon Subadviser in accordance with its terms.
(b) Client hereby confirms to Subadviser that it is
registered as an investment adviser under the Advisers Act, that it has full
power and authority to enter into this Agreement and that the execution of this
Agreement on behalf of Client has been fully authorized and, upon execution and
delivery, this Agreement will be binding upon Client in accordance with its
terms.
(c) The Funds hereby confirm to Subadviser, and
Subadviser hereby acknowledges, that the Funds is registered as an open-end
investment company under the 1940 Act and is subject to taxation as a regulated
investment company under Subchapter M and the regulations thereunder of the
Internal Revenue Code.
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(d) Client hereby represents and warrants that the Funds
has filed a notice of eligibility pursuant to Commodity Futures Trading
Commission Rule 4.5 claiming the exclusion provided by that rule from the
definition of the term "commodity pool operator."
(e) Client acknowledges receipt of Part II of
Subadviser's Form ADV, as required by Rule 204-3 under the Investment Advisers
Act of 1940.
16. NOTICES
Notices or other notifications given or sent under or pursuant
to this Agreement shall be in writing and be deemed to have been given or sent
if delivered to a party at its address listed below in person or by telex or
telecopy receipt of which is confirmed or by mail or by registered mail, return
receipt requested. The addresses of the parties are:
CLIENT AND FUNDS:
The Vantagepoint Funds
Vantagepoint Investment Advisers, LLC
Attention: Xxxx Xxxxxxxxx, Legal Department
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
SUBADVISER:
Mellon Capital Management Corporation
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Manager of Client Service
Fax: 000-000-0000
Each party may change its address by giving notice as herein required.
17. SOLE INSTRUMENT
This instrument constitutes the sole and only agreement of the
parties to it relating to its object and correctly sets forth the rights,
duties, and obligations of each party to the other as of its date. Any prior
agreements, promises, negotiations or representations not expressly set forth in
this Agreement are of no force or effect.
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18. WAIVER OR MODIFICATION
No waiver or modification of this Agreement shall be effective
unless reduced to a written document signed by the party to be charged. No
failure to exercise and no delay in exercising, on the part of any party hereto,
of any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof. Only the President of VIA has authority on behalf of Client to modify
or waive any of the provisions of the Agreement. It is understood that certain
material amendments may require approval of the Fund's shareholders.
19. ASSIGNMENT OR CHANGE OF CONTROL
This Agreement shall automatically terminate in the event of
its assignment as defined under the 1940 Act. In addition, Subadviser agrees to
provide Client immediate written notice in the event of any actual or planned
change in control, within the meaning of the Advisers Act, of Subadviser.
20. COUNTERPARTS
This Agreement may be executed in counterparts each of which
shall be deemed to be an original and all of which, taken together, shall be
deemed to constitute one and the same instrument.
21. CHOICE OF LAW
This Agreement shall be governed by, and the rights of the
parties arising hereunder construed in accordance with, the laws of the State of
Delaware without reference to principles of conflict of laws. To the extent that
the applicable laws of the State of Delaware conflict with the applicable
provisions of the 1940 Act, the latter shall control.
22. CONFIDENTIAL INFORMATION
Any information or recommendations supplied by either party to
this Agreement, which are not otherwise in the public domain or previously known
to the other party in connection with the performance of obligations hereunder,
including financial information or other information relating to a party to this
Agreement, are to be regarded as confidential ("Confidential Information") and
held in the strictest confidence. Except as may be required by applicable law or
rule or as requested by regulatory authorities having jurisdiction of a party to
this Agreement, Confidential Information may be used only by the party to which
said information has been communicated and such other persons as that party
believes are necessary to carry out the purposes of this Agreement, the
Custodian, and such persons as Client may designate in connection with the
Account. Any information required to be disclosed by the Securities Act of 1933,
the Investment
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Company Act of 1940, or any other applicable law shall not be considered to be
confidential. Nothing in this Agreement shall be construed to prevent Subadviser
from giving other entities investment advice about, or trading on their behalf,
in the securities of the Fund or Client.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON December 29,
2003 and make it effective on the date first set forth at the beginning of this
Agreement.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC Mellon Capital Management Corporation
by: by:
/s/ Xxxx XxXxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------------------- -------------------------------------
(signature) (signature)
------------------------------------- -------------------------------------
Xxxx XxXxxxxx, President Xxxxxx X. Xxxxxx
Executive Vice President &
Chief Administrative Officer
Date: Date: December 30, 2003
FUNDS
The Vantagepoint Funds
by:
/s/ Xxxx XxXxxxxx
------------------------
Xxxx XxXxxxxx, President
Date:
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
MELLON CAPITAL MANAGEMENT CORPORATION
VANTAGEPOINT OVERSEAS EQUITY INDEX FUND
The Subadviser's quarterly fee shall be calculated based on the average daily
net assets value of the assets under management as provided by the Custodian,
based on the following annual rate.
First $50 million 0.10%
Above $50 million 0.06%
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