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EXHIBIT (d)(17)
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement is made as of the __________ day
of _______________, 1999, by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC,
a Delaware limited liability company (hereafter "Client"), and BARROW, HANLEY,
XXXXXXXXX & XXXXXXX, INC., at 0000 XxXxxxxx Xxxxxx, 15th Floor, Xxx XxXxxxxx
Xxxxx, Xxxxxx, Xxxxx 00000 (hereafter "Adviser") and is effective as of
July 30, 1999, (the "Effective Date").
WHEREAS, the Vantagepoint Funds (the "Funds") is a Delaware Business
Trust registered as an open-end management investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Client is party to an Investment Adviser Agreement with the
Funds for management of the investment operations of the Funds including the
establishment and operation of investment portfolios for the Funds and the
entering into of contracts with sub-advisers to assist in managing the
investment of the Funds property;
WHEREAS, Client and Adviser wish to enter into a sub-advisory
agreement pursuant to which Adviser will provide such assistance to Client.
AGREEMENTS:
In consideration of the performance by the Adviser as Investment
Adviser of certain assets held by the Funds, the Client has authorized the
Adviser to manage the securities and other assets as follows:
1. ACCOUNT
The account with respect to which the Adviser shall perform its
services shall consist of those assets of the Vantagepoint Equity Income
Fund which the Client determines to assign to an account with the Adviser,
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, the Client may, upon notice to the Adviser, make additions to the Account
and may, upon notice to the Adviser, make withdrawals from the Account.
2. APPOINTMENT STATUS, POWERS OF ADVISER
(a) Purchase and Sale. Client hereby appoints Adviser 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 Investment Policies provided in Paragraph 4, Adviser shall
supervise and direct investment of the Account. Client hereby grants the Adviser
complete, unlimited and unrestricted discretion and authority to select
portfolio securities with respect to the
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Account including the power to acquire (by purchase, exchange, subscription or
otherwise), to hold and dispose (by sale, exchange or otherwise). The Adviser
will consult with Client, upon the request of the Client, concerning any
transactions it makes with respect to the investment of the Account.
(b) Limitation on Authority. Except as expressly authorized herein
or hereafter from time to time, Adviser shall for all purposes be deemed an
independent contractor and shall have no authority to act for or to represent
the Client or the Funds in any way or otherwise to be an agent of the Client or
the Funds. The activities of Client and Adviser in managing the assets of the
Fund Vantagepoint Equity Income Fund shall in all instances be conducted subject
to the supervision and direction of the Board of Directors of the Vantagepoint
Funds.
(c) Voting. Unless otherwise instructed by Client, Adviser 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. Adviser will
report annually to Client regarding such voting.
(d) Key Personnel. Adviser agrees that the following key personnel
have primary responsibility with respect to the investment management of
the Account. If the(se) individual(s) is unable to devote sufficient time to
maintain primary responsibility of the Account, the Adviser must give Client
written advance notice, or prompt notice within three (3) business days, of the
name of the person designated by the Adviser to replace or supplement the
individual(s). In addition, the Adviser will give Client written notice of the
replacement of any employee of the Adviser 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. Xxxxxx
Xxxxxxx X. Xxxxxxxxx
J. Xxx Xxxxx, Xx.
Xxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx
3. ACCEPTANCE OF APPOINTMENT
Adviser accepts the appointment as an investment adviser and agrees
to use its best efforts and professional judgment to make timely investment
transactions for the Client with respect to the investments of the Account,
and to provide the other services required of the Adviser under the provisions
of this Agreement.
4. INVESTMENT POLICIES
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(a) Investment Objectives. Subject to the supervision of the
Fund's Board of Directors and the Client, the Adviser shall direct the
investments of the Account in accordance with the Fund's investment objectives,
policies, and restrictions as provided in the Fund's Prospectus and Statement of
Additional Information as filed with the Securities and Exchange Commission on
Form N-1A ("Registration Statement"), as currently in effect and as amended or
supplemented from time to time, and such other limitations as the Fund or Client
may reasonably impose by written notice to the Adviser or as set forth in
SCHEDULE A. Client shall give Adviser copies of the Fund's Prospectus and
Statement of Additional Information, and any amendments or supplements thereto,
as soon a practicable after such documents become available.
(b) Funds' Agreement and Declaration of Trust. The Adviser will
adhere to all specific provisions relating to the investment of the Account
established in the Funds' Agreement and Declaration of Trust and Registration
Statement, both of which are hereby incorporated by reference and made a part of
this Agreement. The Client shall give written notice to the Adviser of any
amendments to the Agreement and Declaration of Trust or Registration Statement,
which amendments, upon their receipt by the Adviser, shall be binding on the
Adviser.
(c) Investment Adviser Guidelines. The Adviser shall act in
accordance with the Fund's Prospectus and Statement or Additional Information,
and in accordance with the limitations set forth in the specific statement of
Investment Adviser Guidelines, SCHEDULE B, as restated or modified from time to
time by the Client in written notice to the Adviser. The Client retains the
right, on written notice to the Adviser, to modify any such objectives,
guidelines, restrictions, and liquidity requirements in any manner at any time
as may be allowed pursuant to the 1940 Act.
(d) 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. The Client shall designate one or more
custodians to hold the Account. The Custodian, as designated by the Client will
be responsible for the custody, receipt and delivery of securities and other
assets of the Funds (including the Account), and the Adviser shall have no
authority, responsibility or obligation with respect to the custody, receipt or
delivery of securities or other assets of the Funds (including the Account). In
the event that any cash or securities of the Funds are delivered to the Adviser,
it will promptly deliver the same over to the Custodian, in the name of the
Funds.
(b) Securities Transactions. Unless otherwise required by local
custom, all securities transactions for the Account will be consummated by
payment to or delivery by
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the Funds of cash or securities due to or from the Account. The Adviser will
make all reasonable efforts to notify the Custodian of all orders to brokers for
the Account by 9:00 am EST on the day following the trade date and will affirm
the trade within the close of business one (1) business day after the trade date
(T+1).
(c) Tri-Party Agreement. The Adviser is authorized to enter into
Tri-Party Repurchase Agreements and sign the standard PSA tri-party agreement
(the "Tri-Party Agreement") on behalf of the Client and the subcustodian
thereunder is authorized to act as a subcustodian for the Account's assets
involved in any tri-party repurchase agreement pursuant to such Tri-Party
Agreement.
6. RECORD KEEPING AND REPORTING
(a) Records. Adviser 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 that are required of an investment adviser to a registered investment
company pursuant to the 1940 Act and the Investment Advisers Act of 1940, and
the rules thereunder, and in accordance with such reasonable instructions as
shall be provided to Adviser 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 expressly authorized in this Agreement or as required by applicable
law, regulation or order of court or as directed by other party in writing,
Adviser and Client shall keep confidential the records and other information
obtained by reason of this Agreement. Upon termination of this Agreement,
Adviser shall promptly, upon demand, return to Client all records Client
reasonably believes are necessary in order to discharge its responsibilities to
the Funds. Adviser shall be entitled to retain originals or copies of records
pursuant to the requirements of applicable laws or regulations.
(b) Reconciliations. Adviser shall reconcile security and cash
positions, and market values on a monthly basis to the Custodian's records
and report discrepancies to the Client by ten (10) business days after the end
of the month.
(c) Loss Reimbursement. Adviser shall reimburse the Account for
any material error to the Fund's net asset value caused by Adviser's breach of
its standard of care set forth in Section 12 that is a direct cause of a delay
in the accurate daily pricing of the Fund(s), provided such loss was not the
result of action or inaction of other service providers to the Client or the
Fund in failing to observe the instructions of the Adviser.
(d) Reports. Adviser shall furnish Client and the Board of
Directors of the Vantagepoint Funds such periodic and special reports and
information as either of them may request, including such information as shall
be reasonably necessary to evaluate the terms of any advisory agreement between
Client and Adviser with respect to the assets of the Vantagepoint Equity Income
Fund.
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(e) Other Reports on Request. Adviser shall provide to Client
promptly upon request any information available in the records maintained by
Adviser relating to the Account.
(f) Review of Materials. During the term of this Agreement, the
Client shall furnish to the Adviser at its principal office all prospectuses,
statements of additional information, proxy statements, reports to shareholders,
advertising and sales literature or other material prepared for distribution to
Fund shareholders or the public, which refer to the Adviser or its clients in
any way, prior to the use thereof, and the Client shall not use any such
materials if the Adviser reasonably objects in writing within ten (10) business
days (or such other time as may be mutually agreed) after receipt thereof. The
Client shall ensure that materials prepared by employees or agents of the Client
or its affiliates that refer to the Adviser or its clients in any way are
consistent with those materials previously approved by the Adviser as referenced
in the preceding sentence.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers. Except to the extent otherwise instructed
in writing by Client in acting on behalf of the Fund, (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 applicable federal
securities laws, direct portfolio transactions for which Adviser is responsible
to any broker that Client may see fit), Adviser shall place all orders for the
purchase and sale of securities on behalf of the Client with brokers or dealers
selected by Adviser, but not with a person affiliated with Adviser, as
the term "affiliated person" is defined in the Investment Company Act of 1940
(hereafter an "Affiliate"), unless the transaction is in compliance with Rules
17e-1 or 10f-3 under the 1940 Act, as applicable, and the Fund's policies and
procedures thereunder, copies of which shall be provided to Adviser.
(b) Best Execution. In placing such orders, the Adviser will give
primary consideration to obtaining the most favorable price and efficient
execution reasonably available under the circumstances. In evaluating the terms
available for executing particular transactions for Client and in selecting
brokers and dealers to execute such transactions, the Adviser may consider, in
addition to commission cost and execution capabilities, the financial stability
and reputation of brokers and 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 brokers and dealers. Adviser is authorized to pay
a broker or 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 or dealer would have charged for effecting that
transaction if Adviser determines in good faith that such commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer in discharging
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responsibilities with respect to the Account or to other client accounts as to
which it exercises investment discretion.
(c) Bunching Orders. Client agrees that Adviser may aggregate
sales and purchase orders of Account with similar orders being made
simultaneously for other accounts managed by Adviser, if in Adviser'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 Fund
by Adviser represents Adviser'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 the Adviser in a manner
the Adviser 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 the Adviser for its services
under this Agreement shall be calculated and paid by the Client from the assets
of the Account in accordance with SCHEDULE C hereto.
(b) For purposes of this section 8 and Schedule C, all payments due
to Adviser shall be solely made from the assets of the Vantagepoint Equity
Income Fund.
(c) Pro Rata Fee. If the Adviser should serve for less than the
whole of any calendar quarter, its compensation shall be determined as provided
above on the basis of the ending market value of the Account in the month in
which the termination occurs and shall be payable on a pro rata basis for the
period of the calendar quarter for which it has served as Adviser hereunder.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Adviser shall devote its best efforts and such time as it deems
necessary to provide prompt and expert service to the Client. The services of
Adviser to be provided to Client hereunder are not to be deemed exclusive and
Adviser 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 Adviser and its members, Affiliates and employees, and
Adviser'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. Adviser
shall have no obligation to acquire or dispose of a position in any investment
pursuant to this Agreement simply because Adviser, its directors, members,
Affiliates or
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employees invest in such a position for its or their own accounts or for the
account of another client.
10. XXXXXXX XXXXXXX POLICIES AND CODE OF ETHICS
Adviser hereby represents that it has adopted policies that meet the
requirements of Rule 17j-1 under the Investment Company Act of 1940. Copies of
such policies shall be delivered to the Client upon request, and any material
violation of such policies by personnel of the Adviser who are "access persons"
with respect to the Account shall be reported to the Client.
11. INSURANCE
At all times during the term of this Agreement, Adviser shall
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 Adviser for Client and for
the Adviser's other clients.
12. LIABILITY
In the absence of any gross negligence, malfeasance, or willful
violation of this Agreement, Adviser shall not be liable to Client for honest
mistakes of judgment or for action or inaction taken in good faith for a
purpose that the Adviser reasonably believes to be in the best interests
of the Client or the Fund. However, neither this provision nor any other
provision of this Agreement shall constitute a waiver or limitation of any
rights which Client may have under federal or state securities laws.
13. TERM
This Agreement shall be in effect for an initial term of two years
beginning on the Effective Date. This Agreement may be renewed thereafter for
successive one-year periods if such renewal is approved annually by the majority
of the Fund's Board of Directors, provided that in such event, continuance shall
also be approved by a vote of those members of the Funds' Board of Directors
who are not "interested persons" as that term is defined in the Investment
Company Act of 1940.
14. TERMINATION
This Agreement may be terminated by either party hereto, without the
payment of any penalty, immediately upon notice to the other in the event of a
material breach of any provision thereof by the party so notified if such breach
shall not have been cured within a twenty (20) day period after notice of such
breach, or otherwise by Adviser upon sixty (60) days' written notice to the
Client or by Client upon 30 days' written notice
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to Adviser, except that this Agreement shall automatically terminate in
the event of its assignment, as provided in Paragraph 19, at the discretion of
the Client in the event of Adviser's change in control as provided in Paragraph
19, upon the termination of the Funds, or upon termination of Client's advisory
agreement with the 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.
15. REPRESENTATIONS
(a) Adviser hereby confirms to Client that Adviser is registered as
an investment adviser under the Investment Advisers Act of 1940, 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 Adviser has been
duly authorized and, upon execution and delivery, this Agreement will be binding
upon Adviser in accordance with its terms.
(b) Client hereby confirms to Adviser that it is registered as an
investment adviser under the Investment Advisers Act of 1940, 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) Adviser 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 promulgated thereunder of the Internal Revenue Code. Adviser hereby
represents that it is familiar with the requirements of such laws and the rules
and regulations thereunder as they apply to the Vantagepoint Funds and has
systems and procedures in place reasonably designed to permit Adviser, Client,
and the Vantagepoint Funds to comply with such requirement.
16. 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 the 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:
Vantagepoint Investment Advisers, LLC
Attention: Legal Department
c/o ICMA Retirement Corporation
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000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
ADVISER:
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc.
Attention: Xxxx Xxxxxxxxx
0000 XxXxxxxx Xxxxxx, 00xx Xxxxx
XxXxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Each party may change its address by giving notice as herein
required.
17. 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.
18. 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 Funds shareholders.
19. ASSIGNMENT AND CHANGE IN CONTROL
This Agreement shall automatically terminate in the event of its
assignment. Adviser agrees to provide immediate written notice in the event of
a change in control. Such a change in control will entitle, but not require,
the Client to terminate the Agreement immediately or upon notice.
20. 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.
21. CHOICE OF LAW
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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 and the 1940 Act.
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.
22. YEAR 2000 STATEMENT
Adviser certifies that it has taken the steps to address the Year
2000 problem that are set forth in Adviser's SEC Form ADV-Y2K, a copy of which
has been filed with the SEC and provided to Client. Any subsequent SEC filings
regarding this issue shall be provided to Client.
23. VANTAGEPOINT FUNDS AS PARTY TO AGREEMENT
For purposes of Sections 8 (Fees), 12 (Liability), 13 (Term), 14
(Termination), 15 (Representations), 16 (Notices), 18 (Waiver or Modification),
19 (Assignment and Change in Control), and 22 (Year 2000 Statement) of the
Agreement, as well as for purposes of Schedule C of the Agreement, the
Vantagepoint Funds is hereby made a party to the Agreement and shall be entitled
to all notices, protections and rights set forth in those Sections and in
Schedule C to which Client is entitled.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
, 199 and make it effective on the date set forth.
CLIENT ADVISER
Vantagepoint Barrow, Hanley, Mewhinny & Xxxxxxx, Inc.
Investment Advisers, LLC
by: by:
/s/ XXXXXX XXXXXX /s/ XXXXXX X. XXXXXX, XX.
------------------------ -------------------------
(signature) (signature)
President
------------------------ -------------------------
Xxxxxx Xxxxxx, President (name, title)
Date: Date: July 22, 1999
FUNDS
The Vantagepoint Funds
by:
/s/ XXXXXX XXXXXX
-------------------
Xxxxxx Xxxxxx, President
Date: July 22, 1999
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SCHEDULE A
THE VANTAGEPOINT FUNDS
EQUITY INCOME FUND
STATEMENT OF INVESTMENT POLICIES
These Investment Policies and Guidelines have been adopted by the Vantagepoint
Funds (the "Funds") to govern the management and administration of the Equity
Income Fund by Vantagepoint Investment Advisers, LLC ("VIA"). They may be
reviewed and revised at the discretion of the Directors of the Vantagepoint
Funds (the "Directors"). VIA is responsible for the monitoring and appointment
of subadvisers to handle the day-to-day investment of assets assigned to them.
I. GENERAL DESCRIPTION AND GOALS
The Equity Income Fund seeks long-term, stable growth of capital by
investing primarily in dividend-paying, common stocks of
well-established companies. The Fund may also invest in other
equity-type securities (e.g., convertible securities and preferred
stocks) and in bonds.
II. STRUCTURE
The assets of the Equity Income Fund are to be managed by two or
more subadvisers. The subadvisers are retained to manage separate
accounts under discretionary investment advisory contracts. Each
subadviser is selected for its individual investment management
expertise, and each operates independently of the others. Each
subadviser must either be an investment adviser registered with the
Securities and Exchange Commission (SEC) under the Investment
Advisers Act of 1940, or be a Bank, Insurance Company or Trust
Company exempt as such from registration.
Each subadviser shall exercise complete management discretion over
assets of the Fund allocated to its account in a manner consistent
with these Investment Policies and Guidelines and with such further
investment limitations and conditions as may be established by VIA
and approved by the Directors. Subadvisers are obligated to manage
Fund assets as if they were subject to the fiduciary duty of care
that applies under the Employee Retirement Income Security Act of
1974 (ERISA) governing pension and profit sharing assets.
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III. INVESTMENT STRATEGY
VIA selects subadvisers that represent a variety of portfolio
management approaches and investment disciplines. These investment
approaches are combined in a complementary manner to effectively
achieve the investment objective of the Fund. The Fund as a whole
will be more diversified than each individual subadviser's
portfolio.
While the subadvisers employ different strategies, each has in
common the objective of providing total return from capital
appreciation and current income. The Fund will tend to be
concentrated in higher-yielding industries including, for example,
utilities, energy, financial, and cyclical companies. In addition it
is likely, because of the Fund's income and established company
requirements, that larger companies will dominate.
IV. PERFORMANCE BENCHMARKS
Performance benchmarks are established for the Fund. These
benchmarks are recommended by VIA and adopted by the Directors and
will be reviewed periodically and revised as appropriate. The
current performance benchmarks for the Fund are appended to this
document as Exhibit I.
V. DIRECTOR REVIEW
VIA reports periodically to the Directors on performance of the Fund
against the benchmarks and on subadviser results and will evaluate
for the Directors the overall performance of the Fund relative to
its objectives. The Directors will consider such reports and other
relevant factors in appraising the investment objectives and
performance of the Fund.
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INVESTMENT GUIDELINES
I. ELIGIBLE INVESTMENTS
A. EQUITY SECURITIES: Common stock, preferred stock, common stock
equivalents (units of beneficial interest), American Depository
Receipts, convertible preferred stocks, warrants, and other
rights.
B. CASH/CASH EQUIVALENTS: Fixed-income obligations with maturity
less than one year, registered money market mutual funds within
applicable limits, or short-term accounts or securities managed
by a custodian institution.
C. FIXED INCOME: Fixed income and convertible fixed income
securities with maturities greater than one year.
D. FINANCIAL FUTURES: Equity-index futures, but not to obtain
market leverage.
E ELIGIBLE PRACTICES: There are no restrictions on subadvisers
as to the following:
- Portfolio turnover.
- Realized gains and losses.
F. ELIGIBLE INVESTMENT LIMITS
MINIMUM NORMAL RANGE MAXIMUM
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U.S. Equity securities 65% 80-100% 100%
Non-U.S. equity securities 0% 0-10% 20%
Cash and cash equivalents 0% 0-15% 25%
Fixed income securities 0% 0-15% 25%
Convertible securities 0% 0-20% 35%
II. PROHIBITED PRACTICES AND SECURITIES
A. Short Sales
B. Options
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C. Commodities (excluding financial futures).
D. Securities for which there is no established trading market.
E. Margin purchases and other forms of borrowing; granting of
pledges of other security interests in assets of the Fund; use
of futures to obtain market leverage.
F. Securities issued by the subadvisers of the Fund or their
affiliates.
G. General partner interests.
H. Direct investments in oil, gas, or other mineral exploration or
development programs.
I. Direct investments in real estate or interests in real estate;
this does not preclude investment in purchases of securities of
real estate investment trusts and other companies holding real
estate or interests in real estate.
J. Acquisition of securities that would cause exposure to a single
industry to exceed 25% of the Fund's market value at the time
of purchase.
K. In the absence of prior consent of VIA, acquisition of
securities of an issuer that would cause more than 5% of the
Fund to be invested in such securities.
L. In the absence of prior consent of VIA, acquisition of more
than 5% of the outstanding of stock of any issuer
M. Commingled funds; this does not preclude investment in
registered mutual funds up to 5% per fund. Investments in
registered mutual funds overall are limited to 10% of the
Fund's market value at the time of purchase.
N. Acquisition of securities that would cause exposure to
non-equity holdings to exceed 35% of the Fund's market value at
the time of purchase.
III. SECURITIES AND PRACTICES NOT OTHERWISE MENTIONED
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Any securities or practices not enumerated in Section I or Section
II of these Investment Guidelines may be acquired or employed, as
the case may be, but only if explicitly approved in advance by VIA.
IV. SECURITIES LENDING
Nothing herein shall prevent loans of securities in the Equity
Income Fund pursuant to an established securities lending program
conducted by the Fund's custodian.
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EXHIBIT I
TO THE
STATEMENT OF INVESTMENT POLICIES AND GUIDELINES OF
THE EQUITY INCOME FUND
MARCH 1, 1999
The following standards will be used to measure the performance of the Equity
Income Fund:
A. BENCHMARKS
1. The performance benchmark for the Fund is the S&P/BARRA VALUE
INDEX. This benchmark is used to measure the Fund's
performance net of subadviser fees.
2. The Lipper Equity Income Fund Index, maintained by Lipper
Analytical Services, serves as the performance benchmark for
participant returns, net of all fees and expenses. In assessing
performance against this benchmark, it is taken into
consideration that Lipper Analytical Services may change the
composition of the Index.
3. A peer group benchmark for the Fund consists of mutual funds
with characteristics similar to the Equity Income Fund.
The peer group is used to measure the Fund's performance
relative to other funds with a similar investment approach.
The peer group benchmark measures Fund performance net of all
fees and expenses except for the plan administration fee.
B. TIME HORIZON
The time horizons for performance measurement are one, three, and
five years.
One Year:
Performance relative to any benchmark established for the Fund can
vary widely over one-year periods; such variance over short time
periods is expected and acceptable. However, if such variance is
determined to be caused by factors that are not related to the
market, action may be appropriate.
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Three and Five Years:
Performance of the Fund should track market and universe benchmarks
more closely as the evaluation period lengthens. The ideal
performance objective for the Equity Income Fund is to exceed the
returns of all relevant benchmarks; however, shortfalls over various
time periods are expected in some cases. Underperformance against a
single benchmark over an extended period may be acceptable,
particularly if other benchmarks have been exceeded.
C. INVESTMENT CHARACTERISTICS
The Equity Income Fund may have investment characteristics which
differ from the general market, as measured by the Standard & Poor's
500 Index. For the total Fund, these would include, but are not
limited to:
CHARACTERISTIC RELATIVE TO S&P 500 INDEX
Beta Lower
Capitalization Somewhat Lower
Dividend Yield Higher
Hist. 5 year EPS Growth Lower
Price to Earnings Ratio Lower
Standard Deviation Lower
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SCHEDULE B
VANTAGEPOINT INVESTMENT ADVISERS, LLC
VANTAGEPOINT EQUITY INCOME FUND
INVESTMENT GUIDELINES
FOR
BARROW, HANLEY, XXXXXXXXX & XXXXXXX
JULY 28, 1999
These Investment Guidelines refer to the portion of the Vantagepoint Equity
Income Fund managed by BARROW, HANLEY, XXXXXXXXX & XXXXXX, INC. Investment
Guidelines for the Fund are an integral part of these guidelines.
The BARROW, HANLEY, XXXXXXXXX & XXXXXXX, INC. - LARGE CAP VALUE PRODUCT reflects
the firm's philosophy that companies with high or improving levels of
profitability will eventually be rewarded with price appreciation. Portfolio
characteristics consistently reflect three traditional value characteristics: a
low price/earnings ratio, a low price/book ratio and a high dividend yield. The
firm believes that these characteristics reflect a low risk strategy. Portfolio
holdings are concentrated (35-50 stocks) and are determined by quantitative and
qualitative screening following a bottom-up approach. The portfolio is normally
fully invested with no more than 25% of the portfolio invested in any one
industry.
The Advisor must comply with the Fund Investment Guidelines (see Schedule A)
except where noted in the sections that follow: I. ELIGIBLE INVESTMENTS and
II. PROHIBITED PRACTICES AND SECURITIES.
I. ELIGIBLE INVESTMENTS
A. EQUITY SECURITIES: Common stock, preferred stock, common stock
equivalents (units of beneficial interest), American Depository
Receipts, convertible preferred stocks, warrants, and other
rights.
B. CASH/CASH EQUIVALENTS: Fixed income obligations with
maturities less than one year, or short term accounts or
securities managed by the custodian institution.*
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[*NOTE: THESE INSTRUCTIONS DIFFER FROM SCHEDULE A, INVESTMENT
GUIDELINES, SECTION I.B.]
C. FIXED INCOME: Fixed income and convertible fixed income
securities with maturities greater than one year.
D. FINANCIAL FUTURES: Futures are not permitted.
[*NOTE: THESE INSTRUCTIONS DIFFER FROM SCHEDULE A, INVESTMENT
GUIDELINES, SECTION I.D.]
E ELIGIBLE PRACTICES: There are no restrictions on subadvisers
as to the following:
- Portfolio turnover.
- Realized gains and losses.
F. ELIGIBLE INVESTMENT LIMITS:
MINIMUM NORMAL RANGE MAXIMUM
------- ------------ -------
U. S. equity securities* 65% 80%-100% 100%
Non-U.S. equity securities 0% 0-5% 10%
(ADRs only)*
Cash and cash equivalents* 0% 0%-10% 20%
Fixed income securities* 0% 0%-10% 20%
[*NOTE: THESE INSTRUCTIONS DIFFER FROM SCHEDULE A, INVESTMENT
GUIDELINES, SECTION I.F.]
II. PROHIBITED PRACTICES AND SECURITIES
A. Short sales.
B. Options.
C. Commodities.
D. Securities for which there is no established trading market.
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E. Margin purchases and other forms of borrowing; granting of
pledges or other security interests in assets of the portfolio;
use of futures to obtain market leverage.
F. Securities offered by the Adviser or its affiliates.
G. General partner interests.
H. Direct investments in oil, gas, or other mineral exploration or
development programs.
I. Direct investments in real estate or interests in real estate;
this does not preclude investment in purchases of securities of
real estate investment trusts and other companies holding real
estate or interests in real estate.
J. Acquisition of securities that would cause exposure to a single
industry to exceed 25% of the portfolio at the time of
purchase.
K. In the absence of prior consent of VIA, acquisition of
securities of an issuer that would cause more than 5% of the
Fund to be invested in such securities.
L. In the absence of prior consent of VIA, acquisition of more
than 5% of the outstanding stock of any issuer.
M. Commingled and registered mutual funds.
[*NOTE: THESE INSTRUCTIONS DIFFER FROM SCHEDULE A, INVESTMENT
GUIDELINES, SECTION II.M.]
N. Foreign securities unless listed and traded in the U.S.*
[*NOTE: THESE INSTRUCTIONS DIFFER FROM SCHEDULE A, INVESTMENT
GUIDELINES, SECTION II.]
Exceptions to the above listed eligible investments and prohibited
securities or practices may be permitted with prior consent from
VIA.
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III. SECURITIES AND PRACTICES NOT OTHERWISE MENTIONED
Any securities or practices not enumerated in Section I or Section
II of these Investment Guidelines may be acquired or employed, as
the case may be, but only if explicitly approved in advance by VIA.
IV. PERFORMANCE BENCHMARK AND MONITORING CRITERIA
[Note: The standards outlined in this section are subject to review
by VIA as and when appropriate.]
A. PERFORMANCE BENCHMARKS
Two benchmarks are used to track the Adviser's relative
performance:
1. The LIPPER EQUITY INCOME INDEX is used to evaluate
performance relative to the average of similar mutual
funds.
2. The S&P/BARRA VALUE INDEX is used to measure performance
relative to a market benchmark of "value" stocks.
The Adviser is tracked over one-, three- and five-year periods
with the expectation that the Adviser will outperform the
benchmark (net of Adviser fees).
B. PEER GROUP
VIA will also compare investment performance to a peer group of
other managers with similar investment approaches.
VIA tracks the Adviser's net performance over one-, three- and
five-year periods with the expectation that the Adviser will outperform the
median return of the peer group for all periods.
The current peer group is THE WILSHIRE LARGE-CAP VALUE
universe.
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SCHEDULE C
VANTAGEPOINT INVESTMENT ADVISERS, LLC
VANTAGEPOINT EQUITY INCOME FUND
FEE SCHEDULE
FOR
BARROW, HANLEY, XXXXXXXXX & XXXXXXX
The Adviser's quarterly fee shall be calculated based on the average daily net
assets of the assets under management as provided by the Custodian, based on the
following annual rate:
First$ 10 million 0.75 percent
Next $ 15 million 0.50 percent
Next $ 175 million 0.25 percent
Next $ 600 million 0.20 percent
Next $ 200 million 0.15 percent
Over $1,000 million 0.13 percent
EXAMPLE OF FEE CALCULATION (HYPOTHETICAL AMOUNTS)
January 1, 1999 $190,000,000 End-of-Day Net Assets
January 2, 1999 $190,678,462 End-of-Day Net Assets
January 3, 1999 $190,796,123 End-of-Day Net Assets
. . .
March 29, 1999 $194,512,214 End-of-Day Net Assets
March 30, 1999 $194,720,978 End-of-Day Net Assets
March 31, 1999 $194,901,556 End-of-Day Net Assets
$192,601,555
QUARTERLY DAILY AVERAGE
First $10 million 0.75 percent $ 75,000
Next $15 million 0.50 percent $ 75,000
Next $175 million 0.25 percent $419,004
Annual Fee $569,004
One-Fourth Annual Fee $142,251
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