Exhibit (d)(62)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of February 28, 2006,
by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a Delaware limited
liability company (hereafter "Client"), and X. XXXX PRICE ASSOCIATES, INC., a
Maryland corporation (hereafter "Subadviser"), and THE VANTAGEPOINT FUNDS, a
Delaware statutory trust.
WHEREAS, The Vantagepoint Funds is a Delaware Statutory Trust
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Client is party to a Master Investment Advisory Agreement
with The Vantagepoint Funds for management of the investment operations of The
Vantagepoint Funds including the establishment and operation of investment
portfolios for The Vantagepoint Funds and entering into contracts with
subadvisers to assist in managing the investment of The Vantagepoint Funds'
property;
WHEREAS, Client and Subadviser wish to enter into a subadvisory
agreement pursuant to which Subadviser will provide such assistance to Client.
AGREEMENTS:
In consideration for the performance by Subadviser as Investment
Subadviser of certain assets held by The Vantagepoint Funds, Client authorizes
Subadviser to manage certain of the securities and other assets of The
Vantagepoint Funds as follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its
services shall consist of those assets of the Vantagepoint Growth and Income
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 reasonable notice to Subadviser, make
additions to the Account and may, upon reasonable 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 annually to Client and the Fund (and more frequently as may be reasonably
requested by the Client or the Fund from time to time) 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 annually (and more
frequently as may be reasonably requested by the Client or the Fund from time to
time) provide notice and copies of any material changes to its policies,
procedures or other guidelines for voting proxies to the Board of Directors of
The Vantagepoint Funds or the Client. Upon request, the Subadviser shall provide
The Vantagepoint Funds with a complete and current copy of its policies,
procedures and other guidelines or a description of such policies, procedures
and guidelines for the purpose of filing such document(s) in The Vantagepoint
Funds' prospectus or as otherwise required by the Securities Act of 1933 or 1940
Act and the rules thereunder.
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(d) Key Personnel. Subadviser agrees that the following key personnel
will have primary responsibility with respect to the investment management of
the Account. If 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 three (3) business days after Subadviser
first learns of such inability, of the name of the person designated by
Subadviser to replace or supplement this 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: Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
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 provided Client has furnished copies of such Registration Statement
to Subadviser, and notified Subadviser of any amendments thereto, in a timely
manner. The Registration Statement is hereby incorporated by reference and made
a part of this Agreement.
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(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 10:00 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
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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 on the same business day to the
Custodian and to Client any discrepancies between the positions in the Account
and the transactions or holdings on the Subadviser's records. In the event
unusual circumstances impact the valuation of a specific security and market
quotations are not readily available, Subadviser will assist Client by providing
a fair valuation for that security to the Fund's fund accountant upon request.
On a monthly basis, Subadviser shall reconcile security and cash positions, and
market values to the Custodian's records and report discrepancies to Client
within ten (10) business days after the end of the month, or within three (3)
business days of receipt of the custodial statement, whichever comes later.
(d) Loss Reimbursement. Subadviser shall reimburse the Account for any
material error to the Fund's net asset value caused by Subadviser's breach of
its standard of care, as set forth in the following sentence that is a direct
cause of a delay in the accurate daily pricing of the Fund, provided such loss
was not the result of action or inaction of other service providers to Client or
Fund. In managing the Account, Subadviser shall act with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
(e) Reports. Subadviser shall furnish Client and the Board of
Directors of The Vantagepoint Funds such periodic and special reports and
non-proprietary or non-confidential information as shall be reasonably necessary
to evaluate the terms of any subadvisory agreement between Client and Subadviser
with respect to the assets of the Fund including but not limited to: (i) a
quarterly report and attestation to the Board of Directors of The Vantagepoint
Funds regarding activities and practices relating to transactions entered into
in accordance with Rules 10f-3, 17a-7, 17e-1 under the 1940 Act, the purchase or
holding of any Rule 144A securities or any other technically restricted and/or
potentially illiquid securities in the Account, any soft dollar transactions
entered into by the Subadviser, and whether the Subadviser violated the
restrictions imposed on it by the Fund's prospectus and statement of additional
information; (ii) information relating to the use of brokers; and (iii)
information relating to regulatory and/or law enforcement inquiries or actions.
(f) Other Reports on Request. Subadviser shall provide to Client
promptly upon reasonable request any information available in the records
maintained by Subadviser relating to the Account.
(g) Review of Materials. During the term of this Agreement, Client
shall ensure that all prospectuses, statements of additional information,
registration statements, proxy statements, reports to shareholders, advertising
and sales literature or
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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 material 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
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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 within 10 calendar days from
the date of Client's receipt of Subadviser's invoice.
(b) For purposes of this section 8 and Schedule A, all payments due to
Subadviser shall be solely made from the assets of the Fund, a portfolio of The
Vantagepoint Funds.
(c) Pro Rata Fee. If Subadviser should serve for less than the whole
of any calendar quarter, its compensation shall be determined as provided above
on the basis of the average daily net asset value of the Account for the period
of that calendar quarter and shall be payable on a pro rata basis for the period
of the calendar quarter for which it has served as Subadviser hereunder. In no
event shall the Subadviser receive payment for any period of time during which
there were no assets in the Account.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Subadviser shall devote its best efforts and such time as it deems
necessary to provide prompt and expert service to Client and the Fund. The
services of Subadviser to be provided hereunder are not to be deemed exclusive
and Subadviser shall be free to provide similar services for its own account and
the accounts of other persons and to receive compensation for such services.
Client acknowledges that Subadviser and its Affiliates and Subadviser's other
clients may at any time, have, acquire, increase, decrease or dispose of
positions in the same investments which are at the same time being held,
acquired for or disposed of under this Agreement for the Fund. Subadviser shall
have no obligation to acquire or dispose of a position in any investment
pursuant to this Agreement simply because Subadviser, its directors, members,
Affiliates or employees invest in such a position for its or their own accounts
or for the account of another client.
10. COMPLIANCE POLICIES AND PROCEDURES
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 respect to the services
Subadviser provides to the Fund) with the Federal Securities Laws as defined in
Rule 38a-1 under the
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1940 Act and shall notify the CCO of any material change to those policies and
procedures within a reasonable time after such change. The Subadviser shall
fully cooperate with the CCO as to facilitate the CCO's performance of his/her
responsibilities under Rule 38a-1 to review, evaluate and report to The
Vantagepoint Funds' Board of Directors on the operation of the Subadviser's
compliance policies and procedures and shall promptly report to the CCO any
"Material Compliance Matter." "Material Compliance Matter" is defined as: any
compliance matter that The Vantagepoint Funds' Board of Directors would
reasonably need to know in order to oversee Fund compliance and that involves,
without limitation, a violation of the Federal Securities Laws (as defined in
Rule 38a-1) by the Subadviser (or officers, directors, employees or agents
thereof); a violation of the policies and procedures of the Subadviser; or a
weakness in the design or implementation of the policies and procedures of the
Subadviser. At least annually, the Subadviser shall provide a certification in a
form reasonably requested by the Client or the Fund 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 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 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. Subadviser shall furnish to
the Board of Directors of The Vantagepoint Funds the written reports that
Subadviser is required to provide to the Board of Directors pursuant to Rule
17j-1 under the 1940 Act.
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.
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(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 from March 1, 2006 to February 28,
2007. 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 this Agreement or "interested persons" of any party to this Agreement
(as that term is defined in the Investment Company Act of 1940).
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 upon 30 days' 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
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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.
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:
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Chief Legal Counsel
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
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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. 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 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 a party while in possession of 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
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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. Notwithstanding
the foregoing, Client and the Fund agree that Subadviser may identify Client or
Fund as a client in Subadviser's promotional materials. In addition, Client will
take all steps reasonably necessary to ensure that their employees and
affiliates who request portfolio information from Subadviser are appropriately
authorized to receive such information under the Fund's selective disclosure
policies.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON FEBRUARY 28,
2006.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC X. Xxxx Price Associates, Inc.
by: by:
------------------------------------- ----------------------------------------
(signature) (signature)
------------------------------------- ----------------------------------------
Xxxx X. Xxxxxxxxx, Secretary Xxxxxxx X. Xxxxxx, Vice President
Approved by:
------------------------
Xxxxx Xxxxxxx,
Vice President
FUND
The Vantagepoint Fund, on behalf of the Growth and Income Fund
by:
-------------------------------------
Xxxx X. Xxxxxxxxx, Secretary
Approved by:
------------------------
Xxxxx Xxxxxxx,
Vice President
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
X. XXXX PRICE ASSOCIATES, INC.
The Subadviser's quarterly fee shall be calculated based on the value of the
average daily net assets of the Account as provided by the Custodian, based on
the following annual rate.
Vantagepoint Growth and Income Fund
First $ 250 million 0.400 percent
Next $ 250 million 0.375 percent
Over $500 million 0.350 percent
The Custodian provides the Subadviser with a worksheet showing the average daily
net assets, and the Subadviser calculates the Client's xxxx based on that
information and submits it to the Client for payment.
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