Exhibit d(85)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of October 30, 2007 (the
"Effective Date"), by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and BLACKROCK FINANCIAL
MANAGEMENT, INC., a Delaware corporation (hereafter "Subadviser"), and THE
VANTAGEPOINT FUNDS, a Delaware statutory trust.
WHEREAS, The Vantagepoint Funds is a Delaware Statutory Trust registered as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, Client is party to a Master Investment Advisory Agreement with The
Vantagepoint Funds for management of the investment operations of The
Vantagepoint Funds including the establishment and operation of investment
portfolios for The Vantagepoint Funds and entering into contracts with
subadvisers to assist in managing the investment of The Vantagepoint Funds'
property;
WHEREAS, Client and Subadviser wish to enter into a subadvisory agreement
pursuant to which Subadviser will provide such assistance to Client.
AGREEMENTS:
In consideration for the performance by Subadviser as Investment Subadviser
of certain assets held by The Vantagepoint Funds, Client authorizes Subadviser
to manage certain of the securities and other assets of The Vantagepoint Funds
as follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its services
shall consist of those assets of the Vantagepoint Inflation Protected Securities
Fund (the "Fund") which Client determines to assign to an account with
Subadviser, together with all income earned by those assets and all realized and
unrealized capital appreciation related to those assets (hereafter "Account").
From time to time, Client may, upon notice to Subadviser, make additions to the
Account and may, upon notice to Subadviser, make withdrawals from the Account.
To the extent that such withdrawals shall reduce the assets of the Account to
zero, Subadviser shall not be entitled to any fees as set forth hereunder for
the period of time for which no assets are held in the Account, notwithstanding
any termination provisions set forth in this Agreement.
2. APPOINTMENT STATUS, POWERS OF CLIENT AND SUBADVISER
(a) Purchase and Sale. Client hereby appoints Subadviser to manage the
Account on the terms and conditions set forth in this Agreement. Subject to the
restrictions set forth in this Agreement, and acting always in conformity with
the Fund's
investment guidelines and policies and the written investment objectives,
policies, procedures and restrictions of the Fund described in Section 4 below,
Client hereby grants Subadviser complete, unlimited and unrestricted discretion
and authority to supervise and direct the investment of the Account and to
select portfolio securities with respect to the Account including the power to
acquire (by purchase, exchange, subscription or otherwise), to hold and to
dispose (by sale, exchange or otherwise). Subadviser will review with Client,
upon the request of Client, any transactions it makes with respect to the
investment of the Account. Client agrees to provide Subadviser with copies of
any amendments to the written investment objectives, policies, procedures and
restrictions of the Fund within one business day of the date on which such
amendments or related filings are made with the Securities and Exchange
Commission or other regulatory body.
(b) Limitation on Authority. Except as expressly authorized herein or
hereafter from time to time, Subadviser shall for all purposes be deemed an
independent contractor and shall have no authority to act for or to represent
Client or The Vantagepoint Funds in any way or otherwise to be an agent of
Client or the Fund. The activities of Client and Subadviser in managing the
assets of the Fund shall in all instances be conducted subject to the
supervision and direction of the Board of Directors of The Vantagepoint Funds
and in compliance with applicable laws and rules. The Subadviser shall have no
responsibility under this Agreement with respect to the management of the assets
of the Fund other than those assets included in the Account.
(c) Proxy Voting. Unless otherwise instructed by Client or The Vantagepoint
Funds, Subadviser shall have discretion to take any action or render any advice
with respect to the voting of shares or the execution of proxies solicited from
time to time by, or with respect to, the issuers of securities held in the
Account in accordance with the Subadviser's written proxy voting policies and
procedures as provided by the Subadviser to Client and the Board of Directors of
The Vantagepoint Funds from time to time. Subadviser will report quarterly to
Client and the Fund regarding such voting in a format reasonably requested by
the Client. Subadviser represents that it has adopted and implemented written
policies and procedures that are reasonably designed to ensure that the
Subadviser votes proxies in the best interest of the Fund in compliance with the
requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940
("Advisers Act"). The Subadviser shall promptly provide notice and copies of any
material changes to its policies, procedures or other guidelines for voting
proxies to the Board of Directors of The Vantagepoint Funds or the Client. Upon
request, the Subadviser shall provide The Vantagepoint Funds with a complete and
current copy of its policies, procedures and other guidelines or a description
of such policies, procedures and guidelines for the purpose of filing such
document(s) in The Vantagepoint Funds' prospectus or as otherwise required by
the Securities Act of 1933 or 1940 Act and the rules thereunder.
(d) Key Personnel. Subadviser agrees that the following key personnel will
have primary responsibility with respect to the investment management of the
Account. If these individuals are unable to devote sufficient time to maintain
primary responsibility for the Account, Subadviser must give Client written
advance notice, or, if Subadviser does not have advance knowledge of such
inability, prompt written notice within one (1)
business day after Subadviser first learns of such inability, of the name of the
person designated by Subadviser to replace or supplement these individuals. In
addition, Subadviser shall give Client written notice of the replacement of any
employee of Subadviser who has direct supervisory responsibility for the key
personnel or who has responsibility for setting investment policy as soon as
reasonably practicable.
Key Personnel: Xxxxx Xxxxxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx
(e) Certain Litigation Matters. The Subadviser shall have no power,
authority, responsibility, or obligation hereunder to take any action with
regard to any claim or potential claim in any bankruptcy proceedings, class
action securities litigation or other similar litigation or proceeding affecting
securities held at any time in the Account, including, without limitation, to
file proofs of claim or other documents related to such proceedings (the
"Litigation"), or to investigate, initiate, supervise, or monitor the Litigation
involving Account assets, and the Client acknowledges and agrees that no such
power, authority, responsibility or obligation is delegated hereunder.
Nevertheless, the Subadviser agrees that it shall provide the Client with any
and all documentation or information relating to the Litigation as may
reasonably be requested by Client.
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 as are consistent
with its general duties and responsibilities as a fiduciary to make investments
for the Account, and to provide the other services required of Subadviser under
the provisions of this Agreement.
4. INVESTMENT POLICIES
(a) Investment Objectives and Restrictions. Subject to the supervision of
The Vantagepoint Funds' Board of Directors and Client, Subadviser shall manage
the assets and direct the investments of the Fund held in the Account in
accordance with The Vantagepoint Funds' prospectus and statement of additional
information, with the written investment objectives, policies, procedures,
guidelines, restrictions and liquidity requirements of The Vantagepoint Funds
and the Fund, with The Vantagepoint Funds' compliance policies, guidelines and
procedures and with any additional investment guidelines and policies that may
be communicated to the Subadviser, from time to time, by the Client to the
Subadviser, all as they may be restated or modified from time to time by Client
or The Vantagepoint Funds. Client retains the right, on written notice to
Subadviser and without amending this Agreement, to modify any such objectives,
policies, procedures, guidelines, restrictions, or requirements in any manner
and at any time as may be allowed pursuant to the 1940 Act and consistent with
the terms of the Master Investment Advisory
Agreement with The Vantagepoint Funds. Client shall use reasonable efforts to
provide advance notice to the Subadviser of any such modifications.
(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 on Form N-1A
("Registration Statement") and as provided by Client to Subadviser. The
Registration Statement is hereby incorporated by reference and made a part of
this Agreement.
(c) Conflict in Policies. If a conflict in policies or guidelines
referenced herein occurs, the most recent version of the Registration Statement
provided by Client to Subadviser shall govern for purposes of this Agreement.
5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
(a) Custody Responsibilities. Client shall designate one or more custodians
(the "Custodian") to hold the Account assets. The Custodian, as designated by
Client will be responsible for the custody, receipt and delivery of securities
and other assets of The Vantagepoint Funds (including the Account), and
Subadviser shall have no authority, responsibility or obligation with respect to
the custody, receipt or delivery of securities or other assets of The
Vantagepoint Funds (including the Account). In the event that any cash or
securities of The Vantagepoint Funds are delivered to Subadviser, it will
promptly deliver the same over to the Custodian, in the name of The Vantagepoint
Funds, 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.
(b) Securities Transactions. Unless otherwise required by local custom, all
securities transactions for the Account will be consummated by payment to or
delivery by The Vantagepoint Funds of cash or securities due to or from the
Account. Subadviser will make all reasonable efforts to notify the Custodian of
all orders to brokers for the Account by 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 under this Agreement, including records with
respect to the acquisition, holding and disposition of securities for Client in
accordance with applicable laws and rules and such reasonable instructions as
shall be provided to Subadviser by Client from time to time. All records
maintained pursuant to this Agreement shall be subject to examination by Client
and by persons authorized by it during Subadviser's normal business hours upon
reasonable notice. Except as may be required by applicable law, rule or as
requested by regulatory authorities having jurisdiction over a party to this
Agreement or as directed by other party in writing, Subadviser and Client shall
keep
confidential the records and other information obtained by reason of this
Agreement. Upon termination of this Agreement, Subadviser shall promptly, upon
demand, return to Client all records maintained by Subadviser that Client
reasonably believes are necessary in order to discharge its responsibilities to
The Vantagepoint Funds. Subadviser shall be entitled to retain originals or
copies of records pursuant to the requirements of applicable laws or
regulations.
(b) Quarterly Valuation Reports. Subadviser shall use its best efforts to
provide to Client within ten (10) business days after the end of each calendar
quarter a statement of the fair market value of the Account as of the close of
such quarter together with an itemized list of the assets in the Account, as
that information is reported on Subadviser's record keeping system.
(c) Reconciliations. As needed, Subadviser shall respond to inquiries
relating to the pricing of specific Account holdings as provided to Subadviser
from the Custodian. The parties hereto acknowledge that any pricing information
provided by Subadviser hereunder is for informational purposes only and does not
constitute recommendations by the Subadviser for the pricing of any securities
referenced. On an ongoing basis, Subadviser shall monitor market developments
for significant events occurring after the close of the primary markets for
particular securities held by the Account that may materially affect their
value, and shall promptly notify Client of any such event that comes to
Subadviser's attention. The Subadviser will provide reasonable advice and
assistance to the Client as to the determination of the fair value of certain
investments where market quotations are not readily available, for purposes of
assisting the Fund in calculating its net asset value in accordance with
valuation procedures and methods established by the Board of Directors of The
Vantagepoint Funds. On a monthly basis, Subadviser shall reconcile security and
cash positions, and market values to the Custodian's records and report
discrepancies to Client within ten (10) business days after the end of the
month, or within three (3) business days of receipt of the custodial statement,
whichever comes later.
(d) Loss Reimbursement. Subadviser shall reimburse the Account for any
error to the Fund's net asset value amounting to one cent per share or more, in
accordance with The Vantagepoint Funds' NAV Error Correction Policy in effect at
such time, caused by Subadviser's failure to act with the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims that is a direct
cause of a delay in the accurate daily pricing of the Fund; provided, however
that such error shall not have been 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.
(e) Reports. Subadviser shall furnish Client and the Board of Directors of
The Vantagepoint Funds such periodic and special reports and non-proprietary or
non-confidential information as shall be reasonably necessary to evaluate the
terms of any
subadvisory agreement between Client and Subadviser with respect to the assets
of the Fund including but not limited to: (i) a quarterly report and attestation
to the Board of Directors of The Vantagepoint Funds regarding activities and
practices relating to transactions entered into in accordance with Rules 10f-3,
17a-7, 17e-1 under the 1940 Act, the purchase or holding of any Rule 144A
securities or any other technically restricted and/or potentially illiquid
securities in the Account, any soft dollar transactions entered into by the
Subadviser, and whether the Subadviser violated the restrictions imposed on it
by the Fund's prospectus and statement of additional information; (ii)
information relating to the use of brokers; and (iii) information relating to
regulatory and/or law enforcement inquiries of, or actions against, the
Subadviser or its investment advisory affiliates.
(f) Other Reports on Request. Subadviser shall provide to Client promptly
upon reasonable request any information available in the records maintained by
Subadviser relating to the Account.
(g) Review of Materials. During the term of this Agreement, Client shall
ensure that all prospectuses, statements of additional information, registration
statements, proxy statements, reports to shareholders, advertising and sales
literature or other materials prepared for distribution to Fund shareholders or
the public, which refer to the Subadviser in any way, prepared by employees or
agents of Client or its affiliates are not inconsistent with information
previously provided by Subadviser. Subadviser shall promptly notify the Client
of any changes to information pertaining to the Subadviser and stated in the
materials described in this Section 6(g); provided that Client has provided such
materials to Subadviser with reasonably sufficient advance opportunity for
review.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers and Dealers. Except to the extent otherwise
instructed in writing by Client (it being understood that Client, acting on
behalf of the Fund, may, in its absolute discretion and consistent with the
requirements of the 1940 Act and other applicable laws and rules, direct Fund
portfolio transactions for which Subadviser is responsible to any broker-dealer
that Client may designate), Subadviser shall place all orders for the purchase
or sale of securities on behalf of the Account with brokers or dealers selected
by Subadviser, but not with a person affiliated with Subadviser, as the term
"affiliated person" is defined in the 1940 Act (hereafter an "Affiliate"),
unless the transaction is in compliance with Rules 17e-1 or 10f-3 under the 1940
Act or other applicable rules or orders of exemption from appropriate regulatory
authorities applicable to the Subadviser, the Fund or any of their affiliates
and with The Vantagepoint Funds' policies and procedures thereunder, copies of
which shall have been provided to Subadviser. Subadviser will make reasonable
efforts to ensure that brokers and/or dealers perform their obligations to the
Account, provided, however, that Subadviser will not be responsible or liable
for any act or omission of any broker and/or dealer.
(b) Best Execution. In placing such orders, Subadviser will give primary
consideration to obtaining the most favorable price and efficient execution
reasonably available under the circumstances and in accordance with applicable
law. In evaluating the
terms available for executing particular transactions for the Account and in
selecting broker-dealers to execute such transactions, Subadviser may consider,
in addition to commission cost and execution capabilities, the financial
stability and reputation of broker-dealers and the brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934, as amended) provided by such broker-dealers. Subadviser is
authorized to pay a broker-dealer who provides such brokerage and research
services a commission for executing a transaction which is in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction if Subadviser determines in good faith that such commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer in discharging responsibilities with respect to
the Account or to other client accounts as to which it exercises investment
discretion.
(c) Bunching Orders. Client agrees that Subadviser may aggregate sales or
purchase orders for the Account with similar orders being made simultaneously
for other accounts managed by Subadviser, if in Subadviser's reasonable judgment
such aggregation shall result in an overall economic benefit or more efficient
execution to the Account taking into consideration the advantageous selling or
purchase price, brokerage commission and other expenses. Client acknowledges
that the determination of such economic benefit to the Account by Subadviser
represents Subadviser's evaluation that the Account is benefited by relatively
better purchase or sales prices, lower commission expenses and beneficial timing
of transactions or a combination of these and other factors. In such event,
allocation of the securities so purchased or sold, as well as expenses incurred
in the transaction, will be made by Subadviser in a manner Subadviser considers
to be most equitable and consistent with its fiduciary obligations to the Fund
and to its other clients.
8. INVESTMENT FEES
(a) Fee Schedule. The compensation of Subadviser for its services under
this Agreement shall be calculated by Client and paid from the assets of the
Account in accordance with SCHEDULE A hereto.
(b) For purposes of this section 8 and Schedule A, all payments due to
Subadviser shall be solely made from the assets of the Fund, a portfolio of The
Vantagepoint Funds.
(c) Pro Rata Fee. If Subadviser should serve for less than the whole of any
calendar quarter, its compensation shall be determined as provided above on the
basis of the average daily net asset value of the Account for the period of that
calendar quarter and shall be payable on a pro rata basis for the period of the
calendar quarter for which it has served as Subadviser hereunder. In no event
shall the Subadviser receive payment for any period of time during which there
were no assets in the Account.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Subadviser shall devote its best efforts and such time as it deems
necessary to provide prompt and professional investment service to Client and
the Fund and as are consistent with Subadviser's general duties and
responsibilities as a fiduciary. The services of Subadviser to be provided
hereunder are not to be deemed exclusive and Subadviser shall be free to provide
similar services for its own account and the accounts of other persons and to
receive compensation for such services. Client acknowledges that Subadviser and
its Affiliates and Subadviser's other clients may at any time, have, acquire,
increase, decrease or dispose of positions in the same investments which are at
the same time being held, acquired for or disposed of under this Agreement for
the Fund. Subadviser shall have no obligation to acquire or dispose of a
position in any investment pursuant to this Agreement simply because Subadviser,
its directors, members, Affiliates or employees invest in such a position for
its or their own accounts or for the account of another client.
10. COMPLIANCE POLICIES AND PROCEDURES
The Subadviser shall promptly provide The Vantagepoint Funds' Chief
Compliance Officer (CCO), upon request, copies of its policies and procedures
for compliance by the Subadviser and the Fund with the Federal Securities Laws
as defined in Rule 38a-1 under the 1940 Act and promptly provide the CCO with
copies of any material changes to those policies and procedures. The Subadviser
shall fully cooperate with the CCO as to facilitate the CCO's performance of
his/her responsibilities under Rule 38a-1 to review, evaluate and report to The
Vantagepoint Funds' Board of Directors on the operation of the 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
and of Rule 204A-1 under the Advisers Act. Copies of such policies and
procedures and code of ethics and any changes or supplements thereto shall be
delivered to Client and The Vantagepoint Funds, and any material violation of
such policies by personnel of Subadviser and the sanctions imposed in response
thereto and any issues arising under such policies shall be reported to Client
and The Vantagepoint Funds.
12. INSURANCE
At all times during the term of this Agreement, Client and Subadviser shall
each maintain, at its own cost and expense, professional liability insurance for
errors, omissions and negligent acts, in an amount and with such terms as are
standard in the
financial services industry for an investment adviser managing the amount of
aggregate assets managed by Client and Subadviser, respectively.
13. LIABILITY
(a) In the absence of any willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement, Subadviser shall not be
liable to Client or The Vantagepoint Funds for honest mistakes of judgment or
for action or inaction taken in good faith for a purpose that Subadviser
reasonably believes to be in the best interests of the Fund. However, neither
this provision nor any other provision of this Agreement shall constitute a
waiver or limitation of any rights which Client or The Vantagepoint Funds may
have under federal or state securities laws.
(b) Client shall indemnify Subadviser against any loss, liability, damages,
costs or expenses caused by the negligence or malfeasance of Client or violation
of any applicable law, rule or internal policy for which Client has the primary
responsibility of compliance and the responsibility for which has not been
specifically delegated to Subadviser.
14. TERM
This Agreement shall be in effect for an initial term beginning on the
Effective Date and ending on February 28, 2009. 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.
(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 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.
(d) The Client hereby confirms to Subadviser that it has received a copy of
the Subadviser's Advanced Disclosure Statement ("Form ADV") at least 48 hours
prior to the execution of this Agreement and has delivered a copy of the same to
The Vantagepoint Funds.
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:
BlackRock Financial Management, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxxxx
Fax: (000) 000-0000
r
Each party may change its address by giving notice as herein required.
18. SOLE INSTRUMENT
This instrument constitutes the sole and only agreement of the parties to
it relating to its object and correctly sets forth the rights, duties, and
obligations of each party to the other as of its date. Any prior agreements,
promises, negotiations or representations not expressly set forth in this
Agreement are of no force or effect.
19. WAIVER OR MODIFICATION
No waiver or modification of this Agreement shall be effective unless
reduced to a written document signed by the party to be charged. No failure to
exercise and no delay in exercising, on the part of any party hereto, of any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof.
Only the Chief Executive Officer has authority on behalf of Client to modify or
waive any of the provisions of the Agreement. It is understood that certain
material amendments may require approval of the Fund's shareholders.
20. ASSIGNMENT OR CHANGE OF CONTROL
This Agreement shall automatically terminate in the event of its assignment
as defined under the 1940 Act. In addition, Subadviser agrees to provide Client
immediate written notice in the event of any actual or planned change in
control, within the meaning of the Advisers Act, of Subadviser.
21. COUNTERPARTS
This Agreement may be executed in counterparts each of which shall be
deemed to be an original and all of which, taken together, shall be deemed to
constitute one and the same instrument.
22. CHOICE OF LAW
This Agreement shall be governed by, and the rights of the parties arising
hereunder construed in accordance with, the laws of the State of Delaware
without reference to principles of conflict of laws. To the extent that the
applicable laws of the State of Delaware conflict with the applicable provisions
of the 1940 Act, the latter shall control.
23. CONFIDENTIAL INFORMATION
Any information or recommendations supplied by any party to this Agreement,
which are not otherwise in the public domain or previously known to another
party in connection with the performance of obligations hereunder, including
securities or other assets held or to be acquired by the Fund, transactions in
securities or other assets effected or to be effected on behalf of the Fund, or
financial information or any other information relating to a party to this
Agreement, are to be regarded as confidential ("Confidential Information") and
held in the strictest confidence. No party may use or disclose to others
Confidential Information about another party, except solely for the legitimate
business purposes of the Fund for which the Confidential Information was
provided; as may be required by applicable law or rule or compelled by judicial
or regulatory authority having competent jurisdiction over the party; or as
specifically agreed to in writing by the other party to which the Confidential
Information pertains. Further, no party may trade in any securities issued by
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 Securities and Exchange Commission
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.
24. FURTHER ASSURANCES
Each party hereto shall execute and deliver such other documents or
agreements as may be necessary or desirable for the implementation of this
Agreement and the consummation of the transactions contemplated hereby.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
_________________, 2007 and make it effective on the date first set forth at the
beginning of this Agreement.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC BlackRock Financial Management, Inc.
by: by:
------------------------------------- ----------------------------------------
Xxxxxx Xxxxxx, Secretary (signature)
Approved by:
------------------------ ----------------------------------------
[name; title] (name, title)
FUND
The Vantagepoint Fund, on behalf of the Vantagepoint Inflation Protected
Securities Fund
by:
-------------------------------------
Xxxxxx Xxxxxx, Secretary
Approved by:
------------------------
[name; title]
SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
BLACKROCK FINANCIAL 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 0.12 percent
Next $100 million 0.10 percent
Over $200 million 0.08 percent
