EXHIBIT 99.22(d)(45)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of November 5, 2004
(the "Effective Date"), by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and STW FIXED INCOME
MANAGEMENT LTD., a BERMUDA CORPORATION (hereafter "Subadviser"), and THE
VANTAGEPOINT FUNDS, a Delaware business trust.
WHEREAS, The Vantagepoint Funds is a Delaware Business Trust
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Client is party to a Master Investment Advisory Agreement
with The Vantagepoint Funds for management of the investment operations of The
Vantagepoint Funds including the establishment and operation of investment
portfolios for The Vantagepoint Funds and entering into contracts with
subadvisers to assist in managing the investment of The Vantagepoint 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 Vantagepoint Funds, Client authorizes
Subadviser to manage certain of the securities and other assets of The
Vantagepoint Funds as follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its
services shall consist of those assets of the Vantagepoint Short-Term Bond 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.
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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 policies and the written investment
objectives, policies, procedures and restrictions of the Fund described in
Section 4 below, Client hereby grants Subadviser complete, unlimited and
unrestricted discretion and authority to supervise and direct the investment of
the Account and 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). Subadviser
will review with Client, upon the request of Client, any transactions it makes
with respect to the investment of the Account. Client agrees to provide
Subadviser with copies of any amendments to the written investment objectives,
policies, procedures and restrictions of the Fund within one business day of the
date on which such amendments or related filings are made with the Securities
and Exchange Commission or other regulatory body.
(b) 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 Vantagepoint Funds in any way or otherwise to be an agent of
Client or the Fund. 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 Vantagepoint Funds
and in compliance with applicable laws and rules.
(c) Proxy Voting. Unless otherwise instructed by Client or The
Vantagepoint Funds, Subadviser shall have discretion to take any action or
render any advice with respect to the voting of shares or the execution of
proxies solicited from time to time by, or with respect to, the issuers of
securities held in the Account in accordance with the Subadviser's written proxy
voting policies and procedures as provided by the Subadviser to Client and the
Board of Directors of The Vantagepoint Funds from time to time. Subadviser will
report quarterly to Client and the Fund regarding such voting in a format
reasonably requested by the Client. Subadviser represents that it has adopted
and implemented written policies and procedures that are reasonably designed to
ensure that the Subadviser votes proxies in the best interest of the Fund in
compliance with the requirements of Rule 206(4)-6 under the Investment Advisers
Act of 1940 ("Advisers Act"). The Subadviser shall promptly provide notice and
copies of any material changes to its policies, procedures or other guidelines
for voting proxies to the Board of Directors of The Vantagepoint Funds or the
Client. Upon request, the Subadviser shall provide The Vantagepoint Funds with a
complete and current copy of its policies, procedures and other guidelines or a
description of such policies, procedures and guidelines for the purpose of
filing such document(s) in The Vantagepoint Funds' prospectus or as otherwise
required by the Securities Act of 1933 or 1940 Act and the rules thereunder.
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(d) Key Personnel. Subadviser agrees that the following key
personnel will have primary responsibility with respect to the investment
management of the Account. If these individuals are unable to devote sufficient
time to maintain primary responsibility for the Account, Subadviser must give
Client written advance notice, or, if Subadviser does not have advance knowledge
of such inability, prompt written notice within one (1) business day after
Subadviser first learns of such inability, of the name of the person designated
by Subadviser to replace or supplement these individuals. In addition,
Subadviser shall give Client written notice of the replacement of any employee
of Subadviser who has direct supervisory responsibility for the key personnel or
who has responsibility for setting investment policy as soon as reasonably
practicable.
Key Personnel: Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx
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 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 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 The Vantagepoint Funds' prospectus and statement of
additional information, with the written investment objectives, policies,
procedures, guidelines, restrictions and liquidity requirements of The
Vantagepoint Funds and the Fund, with The Vantagepoint Funds' compliance
policies, guidelines and procedures and with any additional investment
guidelines and policies that may be communicated, from time to time, by the
Client to the Subadviser, all as they may be restated or modified from time to
time by Client or The Vantagepoint Funds. 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 Vantagepoint Funds' current
Registration Statement on Form N1-A ("Registration Statement") as it may be
amended and updated from time to time and filed with the Securities and Exchange
Commission on Form N-1A ("Registration Statement"). The Registration Statement
is hereby incorporated by reference and made a part of this Agreement.
(c) Conflict in Policies. If a conflict in policies or guidelines
referenced herein occurs, the Registration Statement shall govern for purposes
of this Agreement.
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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 Vantagepoint Funds (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 Vantagepoint Funds (including the Account). In the event that any cash or
securities of The Vantagepoint Funds are delivered to Subadviser, it will
promptly deliver the same over to the Custodian, in the name of The Vantagepoint
Funds. Client shall be responsible for all custodial arrangements, including the
payment of all fees and charges to Custodian. Subadviser shall not be
responsible or liable for any act or omission of Custodian.
(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 Vantagepoint 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, 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 may be required by applicable law or rule or as
requested by regulatory authorities having jurisdiction over a party to this
Agreement 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 Vantagepoint 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.
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(c) Reconciliations. On a daily basis, Subadviser shall review
reports of the Account's portfolio holdings as provided to Subadviser by the
Custodian and shall report as promptly as possible on the same business day to
the Custodian and to Client any discrepancies between the prices assigned to the
securities in the Account and the prices that Subadviser believes should be
assigned to them. On an ongoing basis, Subadviser shall monitor market
developments for significant events occurring after the close of the primary
markets for particular securities held by the Account that may materially affect
their value, and shall promptly notify Client of any such event that comes to
Subadviser's attention. 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) business 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, as set forth in the following sentence that is a direct
cause of a delay in the accurate daily pricing of the Fund. In managing the
Account, Subadviser shall act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.
(e) Reports. Subadviser shall furnish Client and the Board of
Directors of The Vantagepoint 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 including but not limited to: (i) a
quarterly report and attestation to the Board of Directors of The Vantagepoint
Funds regarding activities and practices relating to transactions entered into
in accordance with Rules 10f-3, 17a-7, 17e-1 of the 1940 Act, the purchase or
holding of any Rule 144(a) securities or any other technically restricted and/or
potentially illiquid securities in the Account, any soft dollar transactions
entered into by the Subadviser, and whether the Subadviser violated the
restrictions imposed on it by the Fund's prospectus and statement of additional
information; (ii) information relating to the use of brokers; and (iii)
information relating to regulatory and/or law enforcement inquiries or actions.
(f) Other Reports on Request. Subadviser shall provide to Client
promptly upon reasonable request any information available in the records
maintained by Subadviser relating to the Account.
(g) Review of Materials. During the term of this Agreement, Client
shall ensure that all prospectuses, statements of additional information,
registration statements, proxy statements, reports to shareholders, advertising
and sales literature or other materials prepared for distribution to Fund
shareholders or the public, which refer to the Subadviser in any way, prepared
by employees or agents of Client or its affiliates are consistent with
information previously provided by Subadviser. Subadviser shall promptly
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notify the Client of any changes to information pertaining to the Subadviser and
stated in the materials described in this Section 6(g).
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 laws and rules, direct Fund
portfolio transactions for which Subadviser is responsible to any broker-dealer
that Client may designate), 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 a person affiliated with Subadviser, as the term
"affiliated person" is defined in the 1940 Act (hereafter an "Affiliate"),
unless the transaction is in compliance with Rules 17e-1 or 10f-3 under the 1940
Act or other applicable rules and with The Vantagepoint Funds' policies and
procedures thereunder, copies of which shall be provided to Subadviser.
Subadviser will make reasonable efforts to ensure that brokers and/or dealers
perform their obligations to the Account, provided, however, that Subadviser
will not be responsible or liable for any act or omission of any broker and/or
dealer.
(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 or 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 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
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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) 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 Vantagepoint 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 average daily net asset value of the Account for the period
of that calendar quarter 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. COMPLIANCE POLICIES AND PROCEDURES
The Subadviser shall promptly provide The Vantagepoint Funds' Chief
Compliance Officer (CCO), upon request, copies of its policies and procedures
for compliance by the Subadviser and the Fund with the Federal Securities Laws
as defined in Rule 38a-1 under the 1940 Act and promptly provide the CCO with
copies of any material changes to those policies and procedures. The Subadviser
shall fully cooperate with the CCO as to facilitate the CCO's performance of
his/her responsibilities under Rule
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38a-1 to review, evaluate and report to The Vantagepoint Funds' Board of
Directors on the operation of the Subadviser's compliance policies and
procedures and shall promptly report to the CCO any "Material Compliance Matter"
as defined by Rule 38a-1(2). At least annually, the Subadviser shall provide a
certification to the CCO to the effect that the Subadviser has in place and has
implemented policies and procedures that are reasonably designed to ensure
compliance by the Fund and the Subadviser with the Federal Securities Laws.
11. XXXXXXX XXXXXXX POLICIES AND CODE OF ETHICS
Subadviser hereby represents that it has adopted policies and
procedures and a code of ethics that meet the requirements of Rule 17j-1 under
the 1940 Act and, by January 7, 2005 or such other date as determined by the
Securities and Exchange Commission, meet the requirements of Rule 204A-1 of the
Advisers Act. Copies of such policies and procedures and code of ethics and any
changes or supplements thereto shall be delivered to Client and The Vantagepoint
Funds, and any material violation of such policies by personnel of Subadviser
and the sanctions imposed in response thereto and any issues arising under such
policies shall be reported to Client and The Vantagepoint Funds.
12. INSURANCE
At all times during the term of this Agreement, Client and
Subadviser shall each 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.
13. LIABILITY
(a) In the absence of any willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations under this Agreement, Subadviser shall not be liable to
Client or The Vantagepoint Funds 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 or The Vantagepoint Funds may
have under federal or state securities laws.
(b) Client shall indemnify Subadviser against any loss, liability,
damages, costs or expenses caused by the negligence or malfeasance of Client or
violation of any applicable law, rule or internal policy for which Client has
the primary responsibility of compliance and the responsibility for which has
not been specifically delegated to Subadviser.
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14. 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 Vantagepoint 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.
15. TERMINATION
This Agreement may be terminated by Subadviser, without the payment
of any penalty, immediately upon notice to The Vantagepoint Funds and to Client
in the event of a material breach of any provision thereof by The Vantagepoint
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 Vantagepoint Funds, or by Client or
The Vantagepoint 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 20, (b) upon the termination of
The Vantagepoint Funds, or (c) upon termination of Client's Master Investment
Advisory Agreement with The Vantagepoint 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. To the extent that the assets of the
Account are 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
16. REPRESENTATIONS
(a) Subadviser hereby confirms to Client and The Vantagepoint 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 Vantagepoint Funds hereby confirm to Subadviser, and
Subadviser hereby acknowledges, that The Vantagepoint Funds is registered as an
open-end investment company under the 1940 Act and is subject to taxation as a
regulated
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investment company under Subchapter M and the regulations thereunder of the
Internal Revenue Code.
17. 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:
STW Fixed Income Management Ltd
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Principal
Fax: 000-000-0000
Each party may change its address by giving notice as herein required.
18. 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.
19. 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 Chief Executive Officer 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.
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20. 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.
21. 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.
22. 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.
23. 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 portfolio holdings of the Fund, 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 over 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. 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.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON November 8th,
2004 and make it effective on the date first set forth at the beginning of this
Agreement.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC STW Fixed Income Management Ltd
by: by:
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxxxxx X. Xxx
------------------------- ------------------------
(signature) (signature)
Xxxx X. Xxxxxxxxx, Secretary Xxxxxxxxx X. Xxx, Principal
Date: November 8, 2004 Date: November 8, 2004
FUND
The Vantagepoint Funds, on behalf of the Short-Term Bond Fund
by:
/s/ Xxxx X. Xxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxx, Secretary
Date: November 8, 2004
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
STW FIXED INCOME MANAGEMENT LTD
VANTAGEPOINT SHORT-TERM BOND FUND
The Subadviser's quarterly fee shall be calculated based on the average daily
net asset value of the assets under the Subadviser's management as provided by
the Client or Custodian, at Client's discretion, based on the following annual
rate:
.250% for the first $130 million;
.125% for the next $370 million;
.100% for the next $500 million; and
.080% for the balance.
Fees are billed and paid quarterly in arrears.
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