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EXHIBIT-99.d(i)
MASTER INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE VANTAGEPOINT FUNDS
AND
VANTAGEPOINT INVESTMENT ADVISERS, LLC
AGREEMENT, made the [ ] day of [ ] 1998, between the Vantagepoint
Funds ("VF") and Vantagepoint Investment Advisers, LLC. ("VIA").
RECITALS
(1) VF is an open-end, diversified management investment company organized as
a Delaware business trust and registered under the Investment Company Act of
1940. The VF is organized as a "series" investment company, and offers 13
distinct investment portfolios (the "Funds").
(2) VIA has been established to provide investment advisory services to VF.
(3) VF and VIA wish to enter into this Master Investment Advisory Agreement
(the "Agreement"), under which VIA will render investment advisory services to
the VF and also will furnish operational support to the VF. This Agreement
includes payment provisions under which amounts are disbursed from VF to pay VIA
for services and support rendered under this Agreement.
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AGREEMENT
Article I
GENERAL
SECTION 1.01 Definitions. Unless otherwise specifically provided
herein, capitalized terms have the meanings ascribed in the Agreement and
Declaration of Trust of the Vantagepoint Funds dated [DATE], as now or
hereinafter amended.
Article II
INVESTMENT ADVISORY AND MANAGEMENT SERVICES
SECTION 2.01 Appointment of Adviser. VF hereby appoints VIA to act as
the investment adviser to VF under the terms and conditions set forth in this
Agreement. VIA accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
SECTION 2.02 Duties Relating to the Funds. Subject to the supervision
of the Board of Directors of VF, VIA shall manage the investment operations of
the VF and the composition of VF's portfolios in accordance with the investment
objectives, policies and restrictions set forth in the prospectus for VF and
such additional guidelines as may be established from time to time by VF. In
performing such services, VIA shall use its best judgment, and shall have the
following responsibilities:
(a) VIA shall supervise and direct VF's investments and shall have the
discretion to determine from time to time what investments, securities,
commodities or financial futures contracts or options thereon ("futures") will
be purchased, retained, sold or lent by the VF and what portion of the assets
will be invested or held uninvested as cash;
(b) For purposes of managing the Funds, VIA may discharge its
responsibilities to VF through the appointment of one or more subadvisers
("Subadvisers") as provided in Section 2.03 below to which it may delegate the
responsibilities granted to it herein;
(c) VIA may place orders, pursuant to its determinations as to what
securities or other instruments should be purchased or sold on behalf of VF,
with or through such persons, brokers, dealers or futures commissions merchants
as it may select; VIA may delegate this authority to Subadvisers duly appointed
by it;
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(d) VIA may cause VF to keep such portion of VF assets in cash or cash
balances as VIA, from time to time, may deem to be in the best interest of VF
without liability for interest thereon;
(e) VIA shall maintain, or cause custodians and Subadvisers to maintain,
books and records with respect to securities transactions executed for each
portfolio of VF in accordance with good practice, applicable federal and state
securities laws, and such instructions as may be provided to it by VF from time
to time;
(g) VIA shall provide, or cause the Subadvisers to provide, to each
custodian of the assets of VF in a timely fashion all requisite information
relating to transactions concerning the assets of VF.
(h) VIA may, and may authorize Subadvisers to, vote upon all general or
specific proxies relative to stocks, bonds, or other securities held in VF, give
general or specific powers of attorney with or without power of substitution;
exercise any conversion privileges, subscription rights, or other options, and
make any payments incidental thereto; oppose, or consent to, or participate in,
any corporate reorganization or other changes affecting corporate securities,
participate in any class action lawsuit the subject of which is a security (or
issuer of a security) held by VF, and delegate discretionary powers, and pay any
assessments or charges in connection therewith; and generally exercise any of
the powers of an owner with respect to stocks, bonds, securities or other
property held as part of VF property;
SECTION 2.03 Subadvisers. VIA is authorized to enter into agreements
on behalf of VF with Subadvisers under which the Subadvisers agree to perform
all or any portion of the management and advisory duties with respect to all or
any portion of the Funds of VF. In the event VIA enters into one or more such
agreements, the Subadviser shall be responsible directly to the VF for the
performance of such duties as may be imposed upon it by the Subadviser
Agreement. VIA will, however, retain the authority and responsibility to monitor
and review the performance of each Subadviser. VIA may negotiate contracts that
specify investment subadvisory fees and provide for payment of such fees
directly by VF, and delegate to the Subadvisers responsibility for the
day-to-day operations of the Funds with respect to which the Subadvisers are
hired, including any or all of the responsibilities set forth in Section 2.02
hereof, except the power to enter into contracts with Subadvisers. Each such
contract with a Subadviser shall provide that it is terminable by VIA, without
penalty, upon no more than 60 days notice to the Subadviser.
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SECTION 2.04 Fund Design. VIA shall develop new Funds for VF
responsive to the evolving needs of existing and potential Shareholders and
shall periodically evaluate the objectives and performance of each existing
Fund, and shall provide a recommendation to the Board of Directors of VF as to
whether such Fund should continue to be offered.
SECTION 2.05 Fees for Services. For the services to be provided under
this Article II, the VF shall pay to VIA an advisory fee based upon net assets
in the VF computed at the annual rates specified in the following table:
Fund Annual Rate
---- -----------
(as a % of Net Assets)
Aggressive Opportunities Fund 0.10%
International Fund 0.10%
Growth Stock Fund 0.10%
Growth and Income Fund 0.10%
Equity Income Fund 0.10%
Asset Allocation Fund 0.10%
U.S. Treasury Securities Fund 0.10%
Money Market Fund 0.10%
Overseas Equity Index Fund 0.05%
Small/Mid Company Index Fund 0.05%
Broad Market Index Fund 0.05%
500 Stock Index Fund 0.05%
Core Bond Index Fund 0.05%
Fees shall be calculated and accrued daily.
There are additional fees charged by Subadvisers, and the amount of those fees
will be as negotiated by VIA and each Subadviser in accordance with the terms of
Section 2.03.
Article III
OPERATIONAL SUPPORT
SECTION 3.01 Office Space and General Services.
(a) VIA shall provide VF with such office space as shall be required for
the operation of the VF.
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(b) VIA shall furnish to VF such additional services and professional
support to accomplish the work to be performed by VF as the Board of Directors
or the officers of VF shall from time to time specify.
SECTION 3.02 Reimbursement to VIA. VF shall reimburse VIA on a
monthly basis for the expenses, including costs of insurance, professional
services, printing and mailing, office space and facilities and transportation,
and other costs and expenses, incurred by VIA in providing operational support
to VF pursuant to this Article III.
Article IV
OTHER MATTERS
SECTION 4.01 Billing Procedures. VIA will submit monthly an itemized
statement of fees and expenses for services rendered under this Agreement to the
President of VF or his/her designee.
SECTION 4.02 Liability. VIA shall not be liable to VF for any error
of judgment or mistake of law or for any loss suffered by VF in connection with
the matters to which this Agreement relates, except a loss resulting from
misfeasance, bad faith or negligence on the part of VIA in the performance of
its duties or from reckless disregard by it of its duties under this Agreement.
Nothing in this Section 4.02 shall constitute a waiver by VF of any rights VF
may have under applicable federal or state securities laws.
SECTION 4.03 Delivery of Documents by VF and VIA.
(a) VF has delivered to VIA copies of each of the following documents and
will deliver to it all future amendments and supplements thereto if any:
(i) The Agreement and Declaration of Trust of the Vantagepoint
Funds dated [DATE];
(ii) The By-laws of the Vantagepoint Funds; and
(iii) A certified resolution of the Board of Directors of the
Vantagepoint Funds authorizing the appointment of VIA and approving the form of
this Master Agreement.
(b) (i) VIA shall submit its audited financial statements to VF within
120 days of the close of each calendar year.
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(ii) VIA shall submit to VF Part II of VIA's current SEC Form ADV,
and shall submit to VF updated copies of Form ADV from time to time as updates
occur.
SECTION 4.04 Effective Date, Duration and Termination. (a) This
Agreement shall be effective on the date specified in the first sentence hereof
and shall have an initial term of two (2) years. This Agreement shall continue
automatically for successive periods of one calendar year upon the annual
approval of a majority of those Directors of the Board of VF who are not
"interested persons" as that term is defined in the Investment Company Act of
1940.
(b) This Agreement may be terminated by VF or VIA at any time, without
the payment of any penalty, on sixty (60) days' written notice to the other
party.
(c) In the event this Agreement is terminated, VF shall pay to VIA any
outstanding amounts payable under the terms of this Agreement that have accrued
as of the effective date of termination.
SECTION 4.05 Assignment. This Agreement shall automatically
terminate in the event of its assignment.
SECTION 4.06 Amendment. This Agreement may be amended only by an
instrument in writing executed by both parties.
SECTION 4.07 Miscellaneous.
(a) The captions in this Agreement are included for convenience only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
(b) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) This Agreement supersedes any other agreement between the parties
concerning the matters covered herein.
SECTION 4.08 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the District of Columbia.
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AGREED:
THE VANTAGEPOINT FUNDS:
by:
----------------------------------
Title:
----------------------------------
Date:
----------------------------------
VANTAGEPOINT INVESTMENT ADVISERS, INC.
by:
----------------------------------
Title:
--------------------------------
Date:
---------------------------------
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EXHIBIT-99.d(ii)
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement is made as of the __________ day of
_______________, 1997, by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and [SUBADVISER] at
[ADDRESS] (hereafter "Adviser") and is effective as of______________ ,19 (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;.
WHEREAS, Client is party to an Investment Adviser 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 Adviser wish to enter into an agreement pursuant to
which Adviser will provide such assistance to Client.
AGREEMENTS:
In consideration of the performance by the Adviser as Investment Adviser
of certain assets held by the Funds, the Client has authorized the Adviser to
manage the securities and other assets as follows:
1. ACCOUNT
The account with respect to which the Adviser shall perform its services
shall consist of, and as used herein "Account" refers to, those assets of the
Funds which the Client determines to assign to an account with the Adviser,
together with all income earned by those assets and all realized and unrealized
capital appreciation related to those assets. From time to time, the Client may,
upon notice to the Adviser, make additions to the Account and may, upon notice
to the Adviser, make withdrawals from the Account.
2. APPOINTMENT STATUS POWERS OF ADVISER
(a) Purchase and Sale. Client hereby appoints Adviser 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
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Investment Program provided in Section 4, Adviser shall supervise and direct
investment of the Account. Client hereby grants the Adviser 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 dispose (by sale, exchange or
otherwise). The Adviser will consult with Client, upon the request of the
Client, concerning any transactions it makes with respect to the Investment of
the Account.
(b) Limitation on Authority. Except as expressly authorized herein or
hereafter from time to time, Adviser shall for all purposes deemed to be an
independent contractor and shall have no authority to act for or to represent
the Client or the Funds in any way or otherwise to be an agent of the Client or
the Funds.
(c) Voting. Unless otherwise instructed by Client, Adviser 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.
3. ACCEPTANCE OF APPOINTMENT
Adviser accepts the appointment as an investment adviser 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 the Adviser under the provisions of
this Agreement.
4. INVESTMENT POLICIES
The Adviser will adhere to the investment objectives, guidelines,
restrictions, and liquidity requirements of the Funds as specified by the Client
on SCHEDULE A hereto, and as restated or modified from time to time by the
Client in written notice to the Adviser, and all specific provisions established
in the Funds' Agreement and Declaration of Trust and Registration Statement as
filed with the Securities and Exchange Commission on Form N-1A ("Registration
Statement), both of which are hereby incorporated by reference and made a part
of this Agreement. In addition, the Adviser shall use reasonable efforts to act
in accordance with the specific statement of Investment Adviser Guidelines,
SCHEDULE B. The Client retains the right, on written notice to the Adviser, to
modify any such objectives, guidelines, restrictions, and liquidity requirements
in any manner at any time. The Client shall give written notice to the Adviser
of any amendments to the Agreement and Declaration of Trust or Registration
Statement, which amendments, upon their receipt by the Adviser, shall be binding
on the Adviser.
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5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
The Client shall designate one or more custodians to hold the Account.
The Custodian, as designated by the Client will be responsible for the custody,
receipt and delivery of securities and other assets of the Funds (including the
Account), and the Adviser shall have no authority, responsibility or obligation
with respect to the custody, receipt or delivery of securities or other assets
of the Funds (including the Account). In the event that any cash or securities
of the Funds are delivered to the Adviser, it will promptly deliver the same
over to the Custodian, in the name of the Funds. 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. The Adviser will notify the Custodian
of all orders to brokers for the Account by 9:00 am EST on the day following the
trade date and will affirm the trade within one (1) business day after the trade
date (T+1).
The Adviser is authorized to enter into Tri-Party Repurchase Agreements and sign
the standard PSA tri-party agreement (the "Tri-Party Agreement") on behalf of
the Client and the subcustodian thereunder is authorized to act as a
subcustodian for the Account's assets involved in any tri-party repurchase
agreement pursuant to such Tri-Party Agreement.
6. RECORD KEEPING AND REPORTING
(a) Records. Adviser 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.
All records maintained pursuant to this Agreement shall be subject to
examination by Client and by persons authorized by it at all times 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, Adviser and Client shall keep confidential the records and
other information obtained by reason of this Agreement (including, with respect
to Client, the investment information and transactions executed by Adviser).
Upon termination of this Agreement, Adviser shall promptly, upon demand, return
to Client all records Client reasonably believes are necessary in order to
discharge its responsibilities to the Funds. Adviser shall be entitled to retain
originals or copies of records pursuant to the requirements of applicable laws
or regulations.
(b) Quarterly Valuation Reports. Adviser shall use best efforts to
provide to the 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. For purposes of this Agreement, fair
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market value shall mean, as of a particular date, the value of the Account
(determined in accordance with generally accepted accounting principles
consistently applied), plus income accrued thereon less the liabilities related
to the assets in the Account.
(c) Monthly Reports. Adviser shall provide the Client an itemized report
as to the securities in the account, the fair market value thereof and the
accrued income thereon within FOUR (4) business days after the end of each
Calendar Month. The Adviser shall also use best efforts to provide, in writing,
preliminary performance numbers and a brief explanation of these results within
FIVE (5) business days after the end of each Calendar Month. The requested
format will be as mutually agreed by Adviser and Client. For purposes of this
Agreement, fair market value shall mean, as of a particular date, the value of
the Account plus income accrued thereon less the liabilities related to the
assets in the Account.
(d) Reports on Request. Adviser shall provide to Client promptly upon
request any information available in the records maintained by Adviser relating
to the Account.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers. Except to the extent otherwise instructed by
Client, (it being understood that Client may, in its absolute discretion, direct
portfolio transactions for which Adviser is responsible to any broker that
Client may see fit), Adviser shall place all orders for the purchase and sale of
securities on behalf of the Client with brokers or dealers selected by Adviser,
but not with a person affiliated with Adviser, as the term "affiliated person"
is defined in the Investment Company Act of 1940 (hereafter an "Affiliate"). In
placing such orders, the Adviser will give primary consideration to obtaining
the most favorable price and efficient execution. In evaluating the terms
available for executing particular transactions for Client and in selecting
brokers and dealers to execute such transactions, the Adviser may consider, in
addition to commission cost and execution capabilities, the financial stability
and reputation of brokers and 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 brokers and dealers. Adviser is authorized to pay
a broker or 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 or dealer would have charged for effecting that
transaction if Adviser determines that such commission is reasonable in relation
to the value of the brokerage and research services provided by such broker or
dealer in discharging responsibilities with respect to the Account.
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(b) Bunching Orders. Client agrees that Adviser may aggregate sales and
purchase orders of Account with similar orders being made simultaneously for
other accounts managed by Adviser, if in Adviser's reasonable judgment such
aggregation shall result in an overall economic benefit 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 Client by Adviser represents Adviser's evaluation that
client 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.
8. INVESTMENT FEES
(a) The compensation of the Adviser for its services under this Agreement
shall be calculated and paid by the Client from the assets of the Account in
accordance with SCHEDULE C hereto. The Adviser shall send a written invoice to
the Client within 30 days of the quarter end and shall be duly compensated from
the assets of the Account.
(b) The Adviser's fee for each calendar quarter shall be calculated based
on the market value of the average net assets under management each month for
the past four months as provided by the Custodian. The market value of the net
assets will be determined by the Custodian on the last business day of each
calendar month-end. (See example on Schedule C.) The fee will be calculated at a
rate equal to one-fourth of the annual rates specified in Schedule C. Such rates
may be changed from time to time by agreement between the Client and the
Adviser; provided, however, that no increase in such rates shall be made during
the first calendar year of this Agreement.
(c) If the Adviser 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 Adviser hereunder.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Adviser shall devote its best efforts and such time as it deems
necessary to provide prompt and expert service to the Client. The services of
Adviser to be provided to Client hereunder are not to be deemed exclusive and
Adviser 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 Adviser and its
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members, Affiliates and employees, and Adviser'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 Client. Adviser shall have no obligation to acquire
or dispose of a position in any investment pursuant to this Agreement simply
because Adviser, 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
Adviser hereby represents that it has adopted policies that meet the
requirements of Rule 17j-1 under the Investment Company Act of 1940. Copies of
such policies shall be delivered to the Client, and any violation of such
policies by personnel of the Adviser shall be reported to the Client.
11. LIABILITY
Adviser shall not be liable to Client for honest mistakes of judgment or
for action or inaction taken in good faith for a purpose that the Adviser
reasonably believes to be in the best interests of the Client but Adviser shall
be liable to Client for any liability, damages or expenses of Client arising out
of the negligence, malfeasance or violation of applicable law by Adviser or any
of its officers, employees or Affiliates in providing management under this
Agreement. 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.
12. 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 those members of the Funds' Board of Directors who are not "interested
persons" as that term is defined in the Investment Company Act of 1940.
13. TERMINATION
This Agreement may be terminated by either party hereto, without the
payment of any penalty, immediately upon notice to the other in the event of a
breach of
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any provision thereof by the party so notified, or otherwise upon sixty (60)
days' notice to the other, except that this Agreement shall automatically
terminate in the event of its assignment, as provided in Paragraph 18, or upon
the termination of 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.
14. REPRESENTATIONS
(a) Adviser hereby confirms to Client that Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940, 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 Adviser has been duly
authorized and, upon execution and delivery, this Agreement will be binding upon
Adviser in accordance with its terms.
(b) Client hereby confirms to Adviser 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.
15. 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 the 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:
-------
Vantagepoint Investment Advisers, LLC
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
ADVISER:
--------
[name, address]
Each party may change its address by giving notice as herein required.
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16. 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.
17. 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.
18. ASSIGNMENT
This Agreement shall automatically terminate in the event of its
assignment.
19. 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.
20. 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.
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21. YEAR 0000 XXXXXXXX
(a) Adviser warrants that all software or other information technology
product used by Adviser or by Adviser's vendors, subcontractors, or agents, that
is to be used in the performance of Adviser's obligations under this Agreement,
is designed to be used prior to, during, and after the calendar year 2000 A.D.
Adviser further warrants that said software or other information technology
product will operate during such time period without error relating to date
data, specifically including any error relating to, or the product of, date data
which represents or references different centuries or more than one century.
(b) Adviser shall indemnify and hold Client harmless
from and against any cost, loss, damage or expense (including reasonable
attorney fees) incurred by Client as a result of a breach of subsection (a) of
this section 21.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON , 1997
and make it effective on the date set forth.
CLIENT ADVISER
Vantagepoint [name]
Investment Advisers, Inc.
by: by:
------------------------- -------------------------
(signature) (signature)
------------------------- -------------------------
(name, title) (name, title)
Date: Date:
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SCHEDULE A
THE VANTAGEPOINT FUNDS
[NAME OF FUND]
STATEMENT OF INVESTMENT POLICIES
These Investment Policies and Guidelines have been adopted by the Vantagepoint
Funds (the "Funds") to govern the management and administration of the [NAME OF
VP FUND] of the Funds by Vantagepoint Investment Advisers, Inc. ("VIA"). They
may be reviewed and revised at the discretion of the Directors of the
Vantagepoint Funds. The [NAME OF VP FUND]'s investment administration is under
the supervision of the Retirement Corporation, which is responsible for the
monitoring and appointment of subadvisers to handle the day-to-day investment of
assets assigned to them.
I. GENERAL DESCRIPTION AND GOALS
II. STRUCTURE
III. INVESTMENT STRATEGY
IV. PERFORMANCE BENCHMARKS
V. DIRECTOR REVIEW
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INVESTMENT GUIDELINES
I. ELIGIBLE INVESTMENTS
III. SECURITIES AND PRACTICES NOT OTHERWISE MENTIONED
IV. INVESTMENT IN MUTUAL FUNDS AND COMMINGLED FUNDS
V. SECURITIES LENDING
VI. INVESTMENT GUIDELINES
VII. ADMINISTRATION
VIII. OTHER CONSIDERATIONS
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EXHIBIT I
TO THE
STATEMENT OF INVESTMENT POLICIES AND GUIDELINES OF
[NAME OF FUND]
The following standards will be used to measure the performance of the [NAME OF
FUND]:
A. BENCHMARKS
B. TIME HORIZON
C. INVESTMENT CHARACTERISTICS
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SCHEDULE B
VANTAGEPOINT INVESTMENT ADVISERS, LLC
[NAME OF FUND]
INVESTMENT ADVISER GUIDELINES
FOR
[NAME OF SUBADVISER]
[DESCRIPTION OF ADVISER'S INVESTMENT STYLE]
I. ELIGIBLE INVESTMENTS
III. SECURITIES AND PRACTICES NOT OTHERWISE MENTIONED
IV. PERFORMANCE BENCHMARK AND MONITORING CRITERIA
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SCHEDULE C
FEE SCHEDULE
The Adviser's fee for each calendar quarter shall be calculated based on the
market value of the average net assets under management each month as provided
by the Custodian. The market value of the net assets will be determined by the
Custodian on the last business day of each calendar month-end. The fee will be
calculated at a rate equal to one-fourth of the following annual rates:
$XX million 0.xx percent
Next $XX million 0.xx percent
Over $XXX million 0.xx percent
EXAMPLE OF FEE CALCULATION
Market Value of Net Assets
December 31, 199x $ xxxx
January 30, 199x $ xxxx
February 28, 199x $ xxxx
March 31, 199x $ xxxx
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QUARTERLY AVERAGE $ xxxx
Fee Calculation:
.50% on first $150 million $ xxxx
.45% over $150 million $ xxxx
Annual Fee $ xxxx
One-Fourth of Annual Fee $ xxxx
Date:
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