Exhibit (d)(66)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of May 23, 2005, by
and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a Delaware limited liability
company (hereafter "Client"), and WESTFIELD CAPITAL MANAGEMENT COMPANY, LLC, a
Delaware limited liability company (hereafter "Subadviser"), and THE
VANTAGEPOINT FUNDS, a Delaware business 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 Growth 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.
(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.
(d) Key Personnel. Subadviser agrees that the following key personnel
will have primary responsibility with respect to the investment management of
the Account. If the individual is 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 the individual. 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. Xxxxxx. Xxxxxxx X. Xxxxxx, President, is Chief
Investment Officer of the firm and oversees the eleven-member Investment
Committee. All product portfolio decisions are made by the consensus at the
Committee level. Xx. Xxxxxx has been at Westfield since 1994 and has been Chief
Investment Officer since 2001. Prior to Westfield, Xx. Xxxxxx spent two years at
Xxxx Xxxxx & Sons and seven years at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxx earned his
MBA degree from Harvard Business School and received a BA from Middlebury
College.
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 and consistent with the terms of the Master
Investment Advisory Agreement with The Vantagepoint Funds.
(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 ("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.
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, 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.
(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 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. Under no circumstances shall
the Subadviser be liable for any loss arising out of any act or omission taken
by another subadviser, or any other third party, in respect of any portion of
the Accounts assets not managed by the Subadviser pursuant to this Agreement.
(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 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 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 in its sole discretion, 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 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, including as a result of termination of this Agreement
pursuant to Section 15 hereof, 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 prior to termination 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.
(d) Expenses. During the term of this Agreement, the Subadviser will
pay all expenses incurred by it in connection with its activities under this
Agreement, other than the costs of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased or otherwise acquired, or sold or otherwise disposed of, for The
Vantagepoint Funds. The Subadviser, at its sole expense, shall employ or
associate itself with such persons as it believes to be particularly fitted to
assist it in the execution of its duties under this Agreement.
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.
Nothing contained herein shall be deemed to limit or restrict the right of the
Subadvsier or any of its Affiliates to engage in and devote time and attention
to other business or to render services of whatever kind or nature. 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 38a-1 to review, evaluate and report to The
Vantagepoint Funds' Board of Directors on the operation of the Subadvisers
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 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 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. Under no
circumstances shall the Subadviser be liable for any loss arising out of any act
or omission taken by another subadviser, or any other third party, in respect of
any portion of the Account's assets not managed by the Subadviser pursuant to
this Agreement. 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.
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) Client hereby acknowledges that it received a copy of the
Subadviser's Form ADV prior to the execution of this Agreement.
(d) 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 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:
Westfield Capital Management Company, LLC
Attention: Xxxxxx Xxxxxx
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
Westfield Capital Management Company, LLC
Attention: Xxxxx XxXxxxxx
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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. 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 Fund portfolio holdings, Fund portfolio securities transactions,
financial information or any other information relating to a party to this
Agreement, are to be regarded as confidential ("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 may be required by applicable law or rule or compelled by judicial
or regulatory authority of competent jurisdiction over the party; or as
specifically agreed to in writing by the other party. Further, no party may
trade in any securities issued by a party while in possession of non-public
information about that party. Lastly, Subadviser may not consult with any other
Fund subadvisers about Fund portfolio securities transactions, except for
purposes of complying with the 1940 Act or SEC rules or regulations applicable
to the Fund. Nothing in this Agreement shall be construed to prevent Subadviser
from lawfully giving other entities investment advice about, or trading on their
behalf in, the securities of the Fund.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON May 23, 2005
and make it effective on the date first set forth at the beginning of this
Agreement.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC Westfield Capital Management Company,
LLC
by: by:
--------------------------------- ------------------------------------
Xxxx X. Xxxxxxxxx, Secretary Xxxxx X. XxXxxxxx, Chief Financial
Officer and Chief Compliance Officer
FUND
The Vantagepoint Funds, on behalf of
the Growth Fund
by:
---------------------------------
Xxxx X. Xxxxxxxxx, Secretary
SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
WESTFIELD CAPITAL MANAGEMENT COMPANY, LLC
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.
0.35% for the first $300 million in assets
0.30% for assets over $300 million
