INVESTMENT SUBADVISORY AGREEMENT
(d)(75)
This
Investment Subadvisory Agreement
is made as of May 1, 2007 (the “Effective Date”), by and between Vantagepoint
Investment Advisers, LLC, a Delaware limited liability company (hereafter
"Client"), and Pacific Investment Management Company LLC, a Delaware limited
liability company (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 Inflation Protected Securities 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 (solely to the extent Subadviser has been informed of such
items), 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 a reasonable time period prior
to
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. The Subadviser shall have no
responsibility under this Agreement with respect to the management of assets
of
the Fund other than those assets included in the Account.
(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 for voting proxies or a description of such policies,
procedures and guidelines for voting proxies 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 this 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 this individual
or
who has responsibility for setting investment policy as soon as reasonably
practicable.
Key
Personnel: Xxxx
Xxxxxxxxxxxx
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.
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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 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 will use reasonable efforts to provide notice to
the Subadviser of any such modifications. In the event that
Subadviser is unable to adhere to such modifications, the Client and Subadviser
will endeavor to reach a mutually agreeable resolution that is in the best
interests of the Fund, which may include immediate termination of this Agreement
as provided in Section 15 below.
(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.
(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 or applicable
law, 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).
(c) Other
Agreements. The Client and the Fund authorize the Subadviser to enter
into and execute any agreement with, but not limited to, banks, dealers, and
brokers, as is necessary for the Subadviser to effect transactions on behalf
of
the Account in accordance with this Agreement.
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 another
party to this Agreement 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, assuming normal
circumstances. Notwithstanding the foregoing, the Client acknowledges
and agrees that Subadviser is not a pricing vendor for the Fund and does not
have responsibility for determining the market value of any asset in the
Account, provided however that in response to the Client’s request, the
Subadviser shall, to the best of its ability, provide information regarding
an
asset in the Account, which may be used in determining its fair market value
for
purposes of calculating the Fund’s net asset value.
(c) Reconciliations. As
needed, Subadviser shall respond to inquiries relating to the pricing of
specific Account holdings as provided to Subadviser by the
Custodian. 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. If a delay in the accurate pricing of the Fund is
directly caused by the Subadviser’s breach of its standard of care (as set forth
in the following sentence), the Subadviser shall reimburse the Account for
any
resulting material error to the Fund’s net asset value caused by such
delay. 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 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, 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 average daily net asset value of the Account for the period of
that
calendar quarter and shall be payable on a pro rata basis for the period of
the
calendar quarter for which it has served as Subadviser hereunder. In
no event shall the Subadviser receive payment for any period of time during
which there were no assets in the Account.
9. BEST
EFFORTS; NON-EXCLUSIVITY OF SERVICES
The
Subadviser shall devote its best
efforts and such time as it deems necessary to provide prompt service to Client
and the Fund in accordance with the standard of care in Section
6(d). The services of Subadviser to be provided hereunder are not to
be deemed exclusive and Subadviser shall be free to provide similar services
for
its own account and the accounts of other persons and to receive compensation
for such services. Client acknowledges that Subadviser and its
Affiliates and Subadviser's other clients may at any time, have, acquire,
increase, decrease or dispose of positions in the same investments which are
at
the same time being held, acquired for or disposed of under this Agreement
for
the Fund. Subadviser shall have no obligation to acquire or dispose
of a position in any investment pursuant to this Agreement simply because
Subadviser, its directors, members, Affiliates or employees invest in such
a
position for its or their own accounts or for the account of another
client.
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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 request, copies
of its policies and procedures for compliance by the Subadviser and the Account
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
under the 1940 Act 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) to the extent that such Material Compliance
Matter pertains specifically to the Account, or could be expected to
materially adversely impact or involve systems or procedures utilized
for the Account. 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 Account 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 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) 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 27, 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. Notwithstanding the foregoing, the parties hereto may agree
to mutually terminate this Agreement at any time, effective upon the terms
of
any such agreement. Any termination in accordance with the terms of this
Agreement shall not cause the payment of any penalty. Any such termination
shall
not affect the status, obligations or liabilities of any party hereto to the
other party or parties. To the extent that the assets of the Account
are zero, Subadviser shall not be entitled to any fees as set forth hereunder
for the period of time for which no assets are held in the Account.
16. REPRESENTATIONS
(a) Subadviser
hereby confirms to Client and The Vantagepoint Funds that Subadviser is
registered as an investment adviser under the Advisers Act, that it has full
power and authority to enter into and perform fully the terms of this Agreement
and that the execution of this Agreement on behalf of Subadviser has been duly
authorized and, upon execution and delivery, this Agreement will be binding
upon
Subadviser in accordance with its terms.
(b) Client
hereby confirms to Subadviser that it is registered as an investment adviser
under the Advisers Act, that it has full power and authority to enter into
this
Agreement and that the execution of this Agreement on behalf of Client has
been
fully authorized and, upon execution and delivery, this Agreement will be
binding upon Client in accordance with its terms.
(c) The
Vantagepoint Funds hereby confirm to Subadviser, and Subadviser hereby
acknowledges, that The Vantagepoint Funds is registered as an open-end
investment company under the 1940 Act and is subject to taxation as a regulated
investment company under Subchapter M and the regulations thereunder of the
Internal Revenue Code.
(d) The
Vantagepoint Funds and the Client acknowledge that they have each received,
at
least 48 hours prior to the execution of this Agreement, a copy of Part II
of
Subadviser’s Form ADV, as amended.
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:
Pacific
Investment Management Company
LLC
000
Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx
Xxxxx, Xxxxxxxxxx
00000
Attention: General
Counsel
Fax: 949-720-1376
cc: Xxxxxxx
X. Xxxxxxxx
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 the subject matter hereof
and correctly sets forth the rights, duties, and obligations of each party
to
the other parties as of its date. Any prior agreements, promises, negotiations
or representations between the parties hereto relating to the subject matter
hereof 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 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 (“Confidential Information”) and held in the strictest
confidence. Information shall cease to be “Confidential Information”
if such information (1) becomes generally available to the public other than
as
a result of an impermissible disclosure by a party to this Agreement or (2)
becomes available to the party in question on a non-confidential basis from
a
third party who is not known by the party receiving such information to be
bound
by a confidentiality agreement with another party to this
Agreement. 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 or requested by 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 SEC 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.
20834491.3
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.
PURSUANT
TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION
WITH
ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED
TO
BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING
COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM
OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE.
CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR
APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.
|
Client
|
Subadviser
|
|
Vantagepoint
Investment Advisers, LLC
|
Pacific
Investment Management Company LLC
|
|
by:
|
by:
|
|
(signature)
|
(signature)
|
|
Xxxxxx
Xxxxxx, Secretary
|
________________
, Managing Director
|
|
|
(name,
title)
|
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
|
Fund
|
The
Vantagepoint Funds, on behalf of the Vantagepoint Inflation Protected Securities
Fund
|
|
by:
|
_______________________
Xxxxxx
Xxxxxx, Secretary
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
10 |
20834491.3
Schedule
A
VANTAGEPOINT
INVESTMENT ADVISERS, LLC
THE
VANTAGEPOINT FUNDS
Fee
Schedule
For
Pacific
Investment Management Company, LLC
The
Subadviser’s quarterly fee shall be calculated based on the average daily net
asset value of the assets of the Account under the Subadviser’s management as
provided by the Client or Custodian, at Client’s discretion, based on the
following annual rate.
0.20
percent
|
10 |
20834491.3
