INVESTMENT SUBADVISORY AGREEMENT
Exhibit (d)(87)
This Investment Subadvisory Agreement is made as of June 30, 2008 (the “Effective Date”), by
and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter
“Client”), and Westfield Capital Management Company, L.P., a Delaware limited partnership
(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;
In consideration for the performance by Subadviser as Investment Subadviser of certain assets
held by The Vantagepoint Funds, Client authorizes Subadviser to manage certain of the securities
and other assets of The Vantagepoint Funds as follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its services shall consist of those
assets of the Vantagepoint Growth Fund (the “Fund”) which Client determines to assign to an account
with Subadviser, together with all income earned by those assets and all realized and unrealized
capital appreciation related to those assets (hereafter “Account”). From time to time, Client may,
upon notice to Subadviser, make additions to the Account and may, upon notice to Subadviser, make
withdrawals from the Account. To the extent that such withdrawals shall reduce the assets of the
Account to zero, Subadviser shall not be entitled to any fees as set forth hereunder for the period
of time for which no assets are held in the Account, notwithstanding any termination provisions set
forth in this Agreement.
(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 (“SEC”) 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.
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In addition, Subadviser shall give Client written notice of the replacement of any employee of
Subadviser who has direct supervisory responsibility for the key personnel or who has
responsibility for setting investment policy as soon as reasonably practicable.
Key Personnel: | Xxxxxxx X. Xxxxxx |
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.
(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
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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.
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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.
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may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable laws and
rules, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer
that Client may designate), Subadviser shall place all orders for the purchase or sale of
securities on behalf of the Account with brokers or dealers selected by Subadviser in its sole
discretion, but not with a person affiliated with Subadviser, as the term “affiliated person” is
defined in the 1940 Act (hereafter an “Affiliate”), unless the transaction is in compliance with
Rules 17e-1 or 10f-3 under the 1940 Act or other applicable rules and with The Vantagepoint Funds’
policies and procedures thereunder, copies of which shall be provided to Subadviser. Subadviser
will make reasonable efforts to ensure that brokers and/or dealers perform their obligations to the
Account, provided, however, that Subadviser will not be responsible or liable for any act or
omission of any broker and/or dealer.
(b) Best Execution. In placing such orders, Subadviser will give primary consideration to
obtaining the most favorable price and efficient execution reasonably available under the
circumstances and in accordance with applicable law. In evaluating the terms available for
executing particular transactions for the Account and in selecting broker-dealers to execute such
transactions, Subadviser may consider, in addition to commission cost and execution capabilities,
the financial stability and reputation of broker-dealers and the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such
brokerage and research services a commission for executing a transaction which is in excess of the
amount of commission another broker-dealer would have charged for effecting that transaction if
Subadviser determines in good faith that such commission is reasonable in relation to the value of
the brokerage and research services provided by such broker-dealer in discharging responsibilities
with respect to the Account or to other client accounts as to which it exercises investment
discretion.
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(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.
The Subadviser shall devote its best efforts and such time as it deems necessary to provide
prompt and expert service to Client and the Fund. The services of Subadviser to be provided
hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services
for its own account and the accounts of other persons and to receive compensation for such
services. Nothing contained herein shall be deemed to limit or restrict the right of the
Subadvsier or any of its Affiliates to engage in and devote time and attention to other business or
to render services of whatever kind or nature. Client acknowledges that Subadviser and its
Affiliates and Subadviser’s other clients may at any time, have, acquire, increase, decrease or
dispose of positions in the same investments which are at the same time being held, acquired for or
disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or
dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its
directors, members, Affiliates or employees invest in such a position for its or their own accounts
or for the account of another client.
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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 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 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). 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.
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. Under no circumstances shall the
Subadviser be liable for any loss arising out of any act or omission taken by another subadviser,
or any other third party, in respect of any portion of the Account’s assets not managed by the
Subadviser pursuant to this Agreement. However, neither this provision nor any other provision of
this Agreement shall constitute a waiver or limitation of any rights which Client or The Vantagepoint Funds may
have under federal or state securities laws.
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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 for an initial term beginning on the Effective Date and
ending on February 28, 2010. 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. 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.
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(b) Client hereby confirms to Subadviser that it is registered as an investment adviser under
the Advisers Act, that it has full power and authority to enter into this Agreement and that the
execution of this Agreement on behalf of Client has been fully authorized and, upon execution and
delivery, this Agreement will be binding upon Client in accordance with its terms.
(c) Client hereby acknowledges that it received a copy of the Subadviser’s Form ADV prior to
the execution of this Agreement.
(d) The Vantagepoint Funds hereby confirm to Subadviser, and Subadviser hereby acknowledges,
that The Vantagepoint Funds is registered as an open-end investment company under the 1940 Act and
is subject to taxation as a regulated investment company under Subchapter M and the regulations
thereunder of the Internal Revenue Code.
17. NOTICES
Notices or other notifications given or sent under or pursuant to this Agreement shall be in
writing and be deemed to have been given or sent if delivered to a party at its address listed
below in person or by telex or telecopy receipt of which is confirmed or by mail or by registered
mail, return receipt requested. The addresses of the parties are:
Client and Funds: | ||||
The Vantagepoint Funds | ||||
Vantagepoint Investment Advisers, LLC | ||||
Attention: Legal Department | ||||
c/o ICMA Retirement Corporation | ||||
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxxxx 000 | ||||
Xxxxxxxxxx, X.X. 00000-0000 | ||||
Fax: 000-000-0000 | ||||
Subadviser: | ||||
Westfield Capital Management Company, L.P. | ||||
Attention: Xxxxxx Xxxxxx | ||||
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx | ||||
Xxxxxx, XX 00000 | ||||
Fax: 000-000-0000 | ||||
Westfield Capital Management Company, L.P. | ||||
Attention: Xxxxx XxXxxxxx | ||||
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx | ||||
Xxxxxx, XX 00000 | ||||
Fax: 000-000-0000 |
Each party may change its address by giving notice as herein required.
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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.
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.
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.
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.
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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
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.
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Client | Subadviser | |||||
Vantagepoint Investment Advisers, LLC | Westfield Capital Management Company, L.P. | |||||
by:
|
by: | |||||
(signature) | (signature) | |||||
(name, title) | (name, title) |
Approved by:
|
||||||
Fund |
||||||
The Vantagepoint Funds, on behalf of the Growth Fund | ||||||
by: |
||||
Xxxxxx Xxxxxx, Secretary | ||||
Approved by:
|
||||
(signature) | ||||
(name, title) |
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Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
Fee Schedule
For
For
WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P.
The Subadviser’s quarterly fee shall be calculated based on the average daily net asset value of
the assets under the Subadviser’s management as provided by the Client or Custodian, at Client’s
discretion, based on the following annual rate.
0.35% for the first $300 million in assets
0.30% for assets over $300 million
0.30% for assets over $300 million
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