INVESTMENT SUBADVISORY AGREEMENT
This
Investment Subadvisory Agreement is made as of October 2, 2006 (the “Effective
Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited
liability company (hereafter “Client”), and Xxxxxx Xxxxx & Partners Limited,
a Limited Liability Company incorporated in Scotland (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,
the Subadviser has been retained to manage the investment of certain of The
Vantagepoint Funds’ property pursuant to an Investment Sub-Advisory Agreement
dated as of January 3, 2006 (the “Existing Sub-Advisory
Agreement”);
WHEREAS,
on or about May 17, 2006 the Subadviser agreed to be acquired by Mellon
International Limited on or about October 2, 2006 (the “Change of Control
Transaction”);
WHEREAS,
the Change of Control Transaction will effect an assignment as defined in
the
1940 Act and therefore an automatic and immediate termination of the Existing
Sub-Advisory Agreement;
WHEREAS,
Client and Subadviser wish to enter into a subadvisory agreement pursuant
to
which Subadviser will manage the investment of certain of The Vantagepoint
Funds’ property after giving effect to the Change of Control
Transaction.
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 International 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
these individuals are unable to devote sufficient time to maintain primary
responsibility for the Account, Subadviser must give Client written advance
notice, or, if Subadviser does not have advance knowledge of such inability,
prompt written notice within one (1) business day after Subadviser first
learns
of such inability, of the name of the person designated by Subadviser to
replace
or supplement these individuals. In addition, Subadviser shall give Client
written notice of the replacement of any employee of Subadviser who has direct
supervisory responsibility for the key personnel or who has responsibility
for
setting investment policy as soon as reasonably practicable.
|
Key
Personnel:
|
Xx.
Xxxxxxx X. Xxxxx
|
Xx.
Xxxxxx X. Xxxxx
Xx.
Xxxx
XxXxxxxxx
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 as it may be amended and updated from time to time and filed with
the
Securities and Exchange Commission (“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 notify the Custodian of all trades no later than 3:00 p.m.
Eastern Time one business day after trade date (T+1) and will use its best
efforts to provide such notice by 11:00 a.m. Eastern Time on that
day.
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 on the same business day 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.
(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, 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 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
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 under Rule 38a-1. 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 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
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 28, 2008. 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 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
acknowledges that the Subadviser is authorized and regulated in the conduct
of
its investment business in the United Kingdom by the Financial Services
Authority (“FSA”) and that under the regulations of the FSA the Subadviser shall
classify the Client as an “Intermediate Customer.” This classification is made
by reason of the Client’s experience and understanding in relation to
international equity markets, and on the basis that the Client understands
the
nature of such investments and the risks they involve, and that the Client
can
assess for itself the suitability of the transactions for which the Subadviser
is engaged under this Agreement.
(c) 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.
(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 Fund:
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:
Xxxxxx
Xxxxx & Partners, Ltd.
Xxx
Xxxxxxxxx Xxxxxx
Xxxxxxxxx
XX0
0XX
Xxxxxxxx
Attention:
Xxxxxxxx Xxxx-Xxxx, Company Secretary
Fax:
00-000-000-0000
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 of the Client 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 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.
IN
WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
___________________ and make it effective on the date first set forth at
the
beginning of this Agreement.
|
Client
|
Subadviser
|
|
Vantagepoint
Investment Advisers, LLC
|
Xxxxxx
Xxxxx & Partners, Limited
|
|
by:
|
by:
|
|
(signature)
|
(signature)
|
|
Xxxx
X. Xxxxxxxxx, Secretary
|
(name,
title)
|
|
Approved
by:
|
|
|
____
(name,
title)
|
Fund
The
Vantagepoint Funds, on behalf of the International Fund
by:
Xxxx
X.
Xxxxxxxxx, Secretary
Approved
by:
_____
(name,
title)
Schedule
A
VANTAGEPOINT
INVESTMENT ADVISERS, LLC
THE
VANTAGEPOINT FUNDS
Fee
Schedule
For
XXXXXX
XXXXX & PARTNERS, LIMITED
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.
0.60%
on
the first $100 million in assets
0.50%
on
the assets above $100 million
The
fee
for any given quarter will be paid within 30 days after the Client receives
an
invoice from the Subadviser with respect to the fee to be paid for such
quarter.
