INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of August 1, 2013 (the “Effective Date”), by
and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter
“Client”), and Victory Capital Management Inc., a New York corporation (hereafter “Subadviser”),
and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.
WHEREAS, The Vantagepoint Funds is a Delaware statutory trust registered as an open-end
management investment company under the Investment Company Act of 1940, as amended (the “1940
Act”);
WHEREAS, Client is party to certain Master Investment Advisory Agreements with The
Vantagepoint Funds (the “Master Agreements”) for management of the investment operations of The
Vantagepoint Funds including the establishment and operation of investment portfolios for The
Vantagepoint Funds (each a “Series”);
WHEREAS, subject to the receipt of such approvals by the Board of Directors of The
Vantagepoint Funds and its shareholders as may be required by law, the Master Agreements authorize
Client to enter into agreements on behalf of The Vantagepoint Funds with subadvisers under which
the subadvisers agree to perform all or any portion of the management and advisory duties with
respect to all or any portion of the Series of The Vantagepoint Funds;
WHEREAS, Client and Subadviser wish to enter into a subadvisory agreement pursuant to which
Subadviser will perform the following duties with respect to a portion of the assets of a Series of
The Vantagepoint Funds (the “Agreement”).
AGREEMENTS:
In consideration for the performance by Subadviser as investment subadviser of certain assets
held by The Vantagepoint Funds, Client authorizes Subadviser to manage certain of the securities
and other assets of The Vantagepoint Funds as follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its services shall consist of those
assets of the Vantagepoint Growth Fund (the “Fund”), a separate Series of The Vantagepoint Funds,
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 investment guidelines provided by Client, and the
policies and 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 investments 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 management of the Account.
(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.
(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
investments 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 disclosing such information in The
Vantagepoint Funds’ prospectus or as otherwise required by the Securities Act of 1933 or 1940 Act
and the rules thereunder.
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(d) Key Personnel. Subadviser agrees that the following key personnel will have primary
responsibility with respect to the investment management of the Account.
If these individuals are unable to devote sufficient time to maintain primary responsibility for
the Account or for whatever reason no longer have such responsibility, 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: | Xxxxx X. Xxxx, CFA | |||
| Xxxxx X. Xxxxx, CFA | ||||
| Xxxxxxx X. Xxxxxxx | ||||
| Xxxxx X. Maronak |
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 investment decisions for the Account, and to
provide the other services required or requested 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: (i) all applicable law; (ii) The Vantagepoint
Funds’ prospectus and statement of additional information; (iii) the written investment objectives,
strategies, policies, procedures, guidelines, restrictions and liquidity and other requirements of
The Vantagepoint Funds, the Fund and the Account; (iv) The Vantagepoint Funds’ compliance
policies, guidelines and procedures; and (v) any additional investment guidelines and policies
that may be communicated, from time to time, by the Client to the Subadviser, all as the documents
or items referenced in (ii) through (v) 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 documents, 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 Agreements 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
(“SEC”) on Form N-1A (“Registration Statement” and together with the documents and items described
in paragraph (a) of this Section 4, “Fund Policies”)). The Registration Statement is hereby
incorporated by
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reference and made a part of this Agreement. Client agrees to provide Subadviser with copies of any
amendments to the Registration Statement that are applicable to the Account within five (5)
business days after the date on which such amendments or related filings are made with the SEC or
other regulatory body.
(c) Conflict in Policies. If a conflict in any of the Fund Policies occurs, the Registration
Statement shall govern for purposes of this Agreement. Subadviser shall promptly notify Client
within one (1) business day of any actual or perceived conflict that it has identified in any of
the Fund Policies.
5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
(a) Custody Responsibilities. Client shall identify to Subadviser one or more custodians (the
“Custodian”) to hold the Account assets. The Custodian, as identified 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, securities or other assets
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 or
the Fund 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) Portfolio Transactions. Unless otherwise required by local custom, all portfolio
transactions for the Account will be consummated by payment to or delivery by The Vantagepoint
Funds of cash, securities or other assets due to or from the Account. Subadviser will make all
reasonable efforts to notify the Custodian of all orders to brokers, dealers or other market
intermediaries for the Account by 9:00 a.m. Eastern Time on the day following the trade date and
will affirm the trade before the close of business one (1) business day after the trade date (T+1).
6. RECORD KEEPING AND REPORTING
(a) Records. Subadviser will maintain proper and complete records relating to the furnishing
of services and its duties and obligations under this Agreement, including records with respect to
the acquisition, holding and disposition of securities or other assets for Client and the Fund in
accordance with applicable law. All records maintained pursuant to this Agreement shall be subject
to examination by Fund, Client and by persons authorized by either of them during normal business
hours upon reasonable notice. Upon termination of this Agreement, Subadviser, at its expense,
shall promptly, upon demand, return to Client and the Fund all records that Client or the Fund
reasonably requests. Subadviser shall be entitled to retain originals or copies of records
pursuant to the requirements of applicable law.
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(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, reports of the Account’s portfolio holdings and
prices from the Custodian’s records will be made available to Subadviser, and Subadviser shall
report as promptly as possible on the same business day to the Custodian and to Client any
discrepancies between the Custodian’s records and those of the Subadviser, including differences
between the prices assigned to the assets 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 investments held
in the Account that may materially affect their value, and shall promptly notify Client of any such
event that comes to Subadviser’s attention. In addition, Subadviser shall respond promptly to any
request from Client for information needed to assist The Vantagepoint Funds in the valuation of any
Account investment, and to provide to Client such information as is in Subadviser’s possession
regarding the same. On a monthly basis, Subadviser shall reconcile investment and cash positions,
and market values to the Custodian’s records and report any discrepancies to Client within ten (10)
business days after the end of the month.
(d) Loss Reimbursement. Subadviser shall reimburse the Account for any material error to the
Fund’s net asset value, as described by The Vantagepoint Funds’ NAV Error Correction Policy in
effect at such time, caused by Subadviser.
(e) Reports. Subadviser shall furnish Client and the Board of Directors of The Vantagepoint
Funds such information as may reasonably be necessary to evaluate the terms of this Agreement.
Subadviser also shall furnish Client and the Board of Directors of The Vantagepoint Funds such
periodic and special reports or other information regarding Subadviser or its management of the
Account, as may be reasonably requested by Client or the Board of Directors of The Vantagepoint
Funds from time to time, 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 potentially illiquid assets in the Account, any soft dollar transactions
entered into by the Subadviser, and whether the Subadviser violated any Fund Policies; (ii)
information relating to the Subadviser’s use of broker-dealers and counterparties; and (iii)
information relating to regulatory and/or law enforcement inquiries or actions.
(f) Other Reports and Information on Request. Subadviser shall provide to Client promptly upon
reasonable request other reports or information relating to the Account or Subadviser.
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(g) Review of Materials. During the term of this Agreement, Client shall furnish to
Subadviser the portions of all prospectuses, statements of additional information, proxy statements
and information statements, which refer to the Subadviser (except for materials that solely
reference Subadviser as a subadviser of the Fund) and are prepared by The Vantagepoint Funds or by
employees or agents of Client or its Affiliates, prior to their first use. Subadviser shall submit
to Client any reasonable changes to the information pertaining to the Subadviser and stated in such
materials within five (5) business days (or such other time as may be mutually agreed upon) after
receipt thereof.
(h) Use of Names. Subadviser agrees that neither it, nor any of its Affiliates, will in any
way refer directly or indirectly to The Vantagepoint Funds, the Fund, Client or any of their
respective Affiliates in offering, marketing or other promotional materials without the express
written consent of The Vantagepoint Funds, the Fund or Client, as applicable. Subadviser further
agrees that The Vantagepoint Funds, the Fund and Client may refer to Subadviser in public
documents, as may be required by applicable law, and may use Subadviser’s name in The Vantagepoint
Funds and Fund marketing or similar materials.
7. PURCHASE AND SALE OF INVESTMENTS
(a) Selection of Broker-Dealers and other Market Intermediaries. 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 law, direct Fund portfolio transactions for which Subadviser is responsible to any
broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders
for the purchase or sale of investments on behalf of the Account with broker-dealers or other
market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by
Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is
defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable
law and with the Fund Policies, copies of which shall be provided to Subadviser.
(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,
relevant factors, such as 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 (the “1934 Act”)) 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 for the Account which is in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction (“Soft Dollars”) 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
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discharging responsibilities with respect to the Account or to other client accounts as to
which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar
arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section
28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.
(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 or 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 or other expenses and beneficial timing of transactions or a combination of these and
other factors. In such event, allocation of the investments 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 Fund 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.
(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 or the accounts of other persons and to receive compensation for such services.
Client acknowledges that Subadviser or its Affiliates or 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. Except
as
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may otherwise be required under Subadviser’s policies and procedures described in Section 11 below,
Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant
to this Agreement solely 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 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.
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, Section 204A of the Advisers Act and
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 of an investment company registered as such under the 1940 Act managing
the amount of aggregate assets managed by Client and Subadviser, respectively.
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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 and hold harmless Subadviser against any loss, liability, damages,
costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of
Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or
(iii) Client’s breach of any term or provision in this Agreement.
(c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages,
costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of
Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable
law; or (iii) Subadviser’s breach of any term or provision in this Agreement.
(d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss,
liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad
faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s
violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this
Agreement.
14. TERM
This Agreement shall be in effect for an initial term beginning on the Effective Date and
ending on February 28, 2015. 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 members 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 the Fund or Client (as applicable) receives written
notice of such breach from Subadviser, 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
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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)(i) Subadviser hereby represents to Client and The Vantagepoint Funds that Subadviser is
registered as an investment adviser under the Advisers Act and will continue to be registered for
so long as this Agreement remains in effect, 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.
(ii) Subadviser further represents that: (a) it is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement; (b) in all material
respects, it is in compliance with and will continue to be in compliance with all applicable law;
(c) it will promptly notify Client and The Vantagepoint Funds of the actual or pending occurrence
of any event that would disqualify the Subadviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (d) it will notify Client
and The Vantagepoint Funds promptly of any material fact respecting or relating to Subadviser that
is not contained in the Registration Statement or of any statement contained therein respecting or
relating to Subadviser that becomes untrue or inaccurate in any material respect; and (e) there is
no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding
before or by any court, governmental, administrative or self-regulatory body or arbitration panel
to which the Subadviser or any of its officers, directors, employees or Affiliates is a party, or
to which any of the assets of the Subadviser is subject, which reasonably might be expected to (i)
result in any material adverse change in the Subadviser’s condition (financial or otherwise),
business or prospects; (ii) affect adversely in any material respect any of the Subadviser’s
assets; (iii) materially impair the Subadviser’s ability to discharge its obligations under this
Agreement, and the Subadviser has not received any notice of an investigation by the SEC or any
state regarding U.S. federal or state securities laws, regulations or rules.
(iii) Subadviser acknowledges that the foregoing representations in Sections 16(a)(i) and (ii)
above shall be continuing and be deemed repeated at and as of all times during the term of this
Agreement. Further, if at any time during the term of this Agreement, Subadviser discovers any
fact or omission, or any event or change of circumstances occurs or is pending, which would make
the Subadviser’s representations in this Agreement inaccurate or incomplete in any material
respect, or which might render the Registration Statement untrue or misleading in any material
respect, the Subadviser
will provide prompt written notification within one (1) business day to The Vantagepoint Funds and
Client of any such fact, omission, event or change of circumstances, and the facts related thereto.
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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) The Vantagepoint Funds hereby confirms to Subadviser, and Subadviser hereby acknowledges,
that The Vantagepoint Funds is registered as an open-end investment company under the 1940 Act and
intends to be 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, by registered mail with return receipt requested, or by electronic means the
receipt of which is confirmed by registered mail with return receipt requested. The addresses of
the parties are:
Client:
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
Attention: Legal Department
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
Fund/The Vantagepoint Funds:
The Vantagepoint Funds
Attention: Xxxxxx Xxxxxx, Fund Secretary
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
Attention: Xxxxxx Xxxxxx, Fund Secretary
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
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Subadviser:
Victory Capital Management Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Fax: 000-000-0000
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Fax: 000-000-0000
Each party may change its address by giving notice as herein required.
18. SOLE INSTRUMENT
This Agreement, along with any and all attachments hereto, 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 AMENDMENT
No waiver of or amendment to 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. It is understood that certain material amendments of this Agreement may require
approval of the Fund’s Board of Directors or shareholders.
20. ASSIGNMENT OR CHANGE OF CONTROL
This Agreement shall automatically terminate in the event of its “assignment” as defined under
the 1940 Act or the Advisers Act and the rules thereunder as interpreted from time to time by the
SEC or its staff (an “Assignment”). In addition, Subadviser agrees to provide Client immediate
written advance notice of any event(s), transaction(s) or circumstance(s), whether actual, proposed
or expected, that could result in an “Assignment” of the Agreement. The Subadviser shall promptly
reimburse the Fund for any and all reasonable costs and expenses incurred by the Fund, or its
officers, directors or employees, in connection with any actual, proposed or expected “Assignment”
of the Agreement (even if a proposed or expected “Assignment” ultimately does not take place).
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.
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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 about a party hereto that such party, supplies to another party to
this Agreement, which is not otherwise in the public domain or previously known to the receiving
party, shall be regarded as confidential and held in the strictest confidence. Similarly, any
information about a party hereto that is generated or recorded by another party hereto pursuant to
this Agreement, which is not otherwise in the public domain, also shall be regarded as confidential
and held in the strictest confidence (such information, together with the information referenced in
the previous sentence, collectively, “Confidential Information”).
Confidential Information includes, but is not limited to: the records referenced in Section
6(a) hereof, and any other data, records or other information in any form regarding the securities
or other assets held or to be acquired by the Fund, the 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.
No party may use Confidential Information about another party, except solely: (i) for the
legitimate business purposes of the Fund for which the Confidential Information was provided,
generated or recorded; or (ii) as specifically agreed to in writing by the other party to which the
Confidential Information pertains.
No party may disclose to others Confidential Information about another party, except solely:
(i) as may be required by applicable law or compelled by judicial or regulatory authority having
competent jurisdiction over the party; or (ii) as specifically agreed to in writing by the other
party to which the Confidential Information pertains. Notwithstanding the foregoing, Client, The
Vantagepoint Funds and the Fund may disclose Confidential Information regarding the Subadviser to
each other or to a third party for the legitimate business purposes of the Fund for which the
Confidential Information was provided, generated or recorded.
Further, no party may trade in any securities issued by another party while in possession of
material non-public information about that party or such securities.
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Lastly, the Subadviser may not consult with any other subadvisers of The Vantagepoint Funds
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 persons investment advice about, or lawfully 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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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
JULY 23, 2013 and make it effective on the date first set forth at the beginning of this Agreement.
Client
|
||
| Subadviser | ||
Vantagepoint Investment Advisers, LLC
|
Victory Capital Management Inc. | |
by:
|
by: | |
/s/ Xxxxxx Xxxxxx
|
/s/ Xxxxxxx Policapo | |
Xxxxxx Xxxxxx, Assistant Secretary
|
Xxxxxxx Policapo | |
| CFO |
Approved by:
|
/s/ Xxxxx Xxxxxx | |||
| Chief Investment Officer | ||||
| Vantagepoint Investment | ||||
| Advisers, LLC |
Fund
The Vantagepoint Funds, on behalf of the Vantagepoint Growth Fund
by:
/s/ Xxxxxx Xxxxxx |
||
Approved by:
|
/s/ Xxxxx Xxxxxx | |||
| Chief Investment Officer | ||||
| Vantagepoint Investment Advisers, LLC |
15
Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
Fee Schedule
For
For
Victory Capital Management Inc.
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.
| First $100 million | 0.29% | |
| Over $100 million | 0.25% |
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