INVESTMENT SUBADVISORY AGREEMENT
DRAFT
This
Investment Subadvisory Agreement
is made as of ___________, 2007 (the “Effective Date”), 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
statutory trust.
WHEREAS,
The Vantagepoint Funds is a
Delaware Statutory 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 Diversified Assets 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 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, and within a reasonable time period before
such amendments are effective.
(b)
Purchase and Sale of Commodity Futures Contracts. Client hereby grants
Subadviser discretion and authority with respect to the Account 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 Fund’s prospectus and statement of
additional information, the written investment objectives, policies procedures,
guidelines, restrictions and liquidity requirements of The Vantagepoint Funds
and the Fund, The Vantagepoint Fund’s compliance policies, guidelines and
procedures and any additional investment guidelines and policies that may be
communicated by the Client to the Subadviser, as described in Section 4 of
this
Agreement.
(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
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.
(d)
Proxy Voting. Unless such power is expressly retained by Client or The
Vantagepoint Funds in writing, 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 annually 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.
(e)
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 three (3) business days 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:
Xxxxx Xxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxx
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 investment transactions for the Client
with
respect to the investments of the Account, and to provide the other services
required of Subadviser under the provisions of this Agreement.
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4.
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INVESTMENT
POLICIES
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(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 sufficient prior 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 and
consistent with the terms of the Master Investment Advisory Agreement with
The
Vantagepoint Funds. Client represents and warrants to Subadviser
that, should Subadviser comply with the Client’s investment guidelines and
policies described above (including the use of derivatives), that such
investment guidelines and policies comply with the 1940 Act and The Vantagepoint
Fund's prospectus.
(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 N-1A 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. 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 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, as permitted by applicable law. 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 that are required to be maintained
in accordance with good practice, applicable federal and state securities laws,
including the 1940 Act, and 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, as may be required by applicable law, rule or
as
requested by regulatory authorities having jurisdiction over a party to this
Agreement or other auditors 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.
(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 to the Custodian and to Client any discrepancies between the
holdings of the securities in the Account and the prices that Subadviser
believes should be assigned to them. 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, provided such loss was
not
the result of the action or inaction by other service providers to Client or
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 under the 1940 Act, the purchase or holding
of
any Rule 144A 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 furnish
to
Subadviser at its principal office the portions of prospectuses, statements
of
additional information, registration statements, proxy statements, reports
to
shareholders, 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 acting on behalf of the Fund (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 federal securities
laws and rules, direct Fund portfolio transactions for which Subadviser is
responsible to any broker-dealer that Client may designate, provided that such
designation is consistent with best execution as 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 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 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 by Client and paid 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 ending market value of the Account in the month in 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 members, Affiliates, and employees, 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.
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10.
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COMPLIANCE
POLICIES AND
PROCEDURES
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The
Subadviser shall promptly provide
The Vantagepoint Funds’ Chief Compliance Officer (CCO), upon reasonable 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 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(e)(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.
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11.
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XXXXXXX
XXXXXXX POLICIES AND CODE
OF ETHICS
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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 of Rule 204A-1 under the
Advisers Act. Copies of such policies and procedures and code of
ethics and any material 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
material 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
and duties 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 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)
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.
(c)
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.
14.
TERM
This
Agreement shall be in
effect for an initial term beginning
on the Effective Date and ending on February 28, 2009. This
Agreement may be renewed thereafter
for successive periods, the length of which shall be determined by the Board
of
Directors of The Vantagepoint Funds, provided that such renewal is specifically
approved at least annually by the Board of Directors of The Vantagepoint Funds,
including a majority of those Directors of the Board of The Vantagepoint Funds
who are not parties to the Agreement or “interested persons” of any party to the
Agreement (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.
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)
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 investment company under Subchapter M and the regulations promulgated
thereunder of the Internal Revenue Code.
(d)
Client acknowledges receipt of Part II of Subadviser’s Form ADV.
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:
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Client
and Funds:
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The
Vantagepoint Funds
Vantagepoint
Investment Advisers,
LLC
Attention: 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, Xxxxxxxxxx 00000
Attention: Manager
of
Client Service
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.
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, and the 1940 Act. 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 any party to this Agreement, which are not otherwise in the public
domain or previously known to another party in connection with the performance
of obligations hereunder, including securities or other assets held or to be
acquired by the Fund, transactions in securities or other assets effected or
to
be effected on behalf of the Fund, or financial information or any other
information relating to a party to this Agreement, are to be regarded as
confidential and for use only by the party to which said information has been
communicated, the Custodian or such persons the Client may designate in
connection with the Account (“Confidential Information”) and held in the
strictest confidence. No party may use or disclose to others
Confidential Information about another party, except solely for the legitimate
business purposes of the Fund for which the Confidential Information was
provided; as expressly set forth herein; as may be required by applicable law
or
rule, requested by an auditor or examiner, or compelled by a judicial
or
regulatory authority having competent jurisdiction over the party; or as
specifically agreed to in writing by the other party to which the Confidential
Information pertains. Further, no party may trade in any securities
issued by another party while in possession of material non-public information
about that party. Lastly, the Subadviser may not consult with any
other sub-advisers of the Fund about transactions in securities or other assets
of the Fund, except for purposes of complying with the 1940 Act or Securities
and Exchange Commission rules or regulations applicable to the
Fund. Nothing in this Agreement shall be construed to prevent the
Subadviser from lawfully giving other entities investment advice about, or
trading on their behalf in, the shares issued by the Fund or securities or
other
assets held or to be acquired by the Fund.
20839523.4
IN
WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
_________________,
2007 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:
|
|
(signature)
|
(signature)
|
|
Xxxxxx
Xxxxxx, Secretary
|
(name,
title)
|
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
|
Fund
|
|
|
The
Vantagepoint Fund, on behalf of the Vantagepoint Diversified Assets
Fund
|
|
|
by:
|
_______________________
Xxxxxx
Xxxxxx, Secretary
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
14
|
20839523.4
Schedule
A
VANTAGEPOINT
INVESTMENT ADVISERS, LLC
THE
VANTAGEPOINT FUNDS
Fee
Schedule
For
Mellon
Capital Management Corporation
DIVERSIFIED
ASSETS FUND
The
Subadviser’s quarterly fee shall be calculated based on the average daily net
asset value of the assets allocated and assigned, at Client’s discretion, to the
Subadviser for management, as notified to the Subadviser by the Client or the
Custodian, based on the following annual rate.
0.65
percent (sixty-five basis points)
|
14
|
20839523.4
