Exhibit d(78)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of October 26, 2007 (the
"Effective Date"), by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., a Delaware limited partnership (hereafter "Subadviser"), and
THE VANTAGEPOINT FUNDS, a Delaware statutory trust.
WHEREAS, The Vantagepoint Funds is a Delaware Statutory Trust registered as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, Client is party to a Master Investment Advisory Agreement with The
Vantagepoint Funds for management of the investment operations of The
Vantagepoint Funds including the establishment and operation of investment
portfolios for The Vantagepoint Funds and entering into contracts with
subadvisers to assist in managing the investment of The Vantagepoint Funds'
property;
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 Select Value 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 5 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 a reasonable time period from the date on which
such amendments or related filings are made with the Securities and Exchange
Commission (the "SEC") or other regulatory body.
(b) Limitation on Authority. Except as expressly authorized herein or
hereafter from time to time, Subadviser shall for all purposes be deemed an
independent contractor and shall have no authority to act for or to represent
Client or The Vantagepoint Funds in any way or otherwise to be an agent of
Client or the Fund. The activities of Client and Subadviser in managing the
assets of the Fund shall in all instances be conducted subject to the
supervision and direction of the Board of Directors of The Vantagepoint Funds
and in compliance with applicable laws and rules.
(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 (the "1933 Act") 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 the individual is 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 after Subadviser first learns of such
inability, of the name of the person designated by Subadviser to replace or
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supplement the individual. 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: Xxxxxx Xxxxx
3. DUTIES OF CLIENT
Client has furnished Subadviser with copies of each of the following
documents and will promptly furnish to Subadviser at its principal office all
future amendments and supplements to such documents, if any:
(a) The Declaration of Trust of the Fund, as filed with the State of
Delaware, as in effect on the date hereof and as amended from time to time
("Declaration of Trust);
(b) The by-laws of the Fund as in effect on the date hereof and as amended
from time to time ("By-Laws");
(c) Certified resolutions of the Board of Directors of The Vantagepoint
Funds ("Board") authorizing the appointment of Client and Subadviser and
approving the form of the Master Investment Advisory Agreement and this
Agreement;
(d) The Fund's Registration Statement under the 1940 Act and the 1933 Act
on Form N-1A, as filed with the SEC relating to the Fund and its shares as
amended to date ("Registration Statement");
(e) The Notification of Registration of the Fund under the 1940 Act on Form
N-8A as filed with the SEC and any amendments thereto;
(f) The Fund's most recent prospectus;
(g) Copies of reports made by the Fund to its shareholders; and
(h) Copies of any relevant Fund policies or guidelines established by
Client or Board that relate to the services provided by Subadviser hereunder.
Client shall furnish Subadviser with any further documents, materials or
information that Subadviser may reasonably request to enable it to perform its
duties pursuant to this Agreement.
4. ACCEPTANCE OF APPOINTMENT
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Subadviser accepts the appointment as an investment subadviser of the Fund
and agrees to use its best efforts and professional judgment to make timely
investments for the Account, and to provide the other services required of
Subadviser under the provisions of this Agreement.
5. INVESTMENT POLICIES
(a) Investment Objectives and Restrictions. Subject to the supervision of
The Vantagepoint Funds' Board of Directors and Client, Subadviser shall manage
the assets and direct the investments of the Fund held in the Account in
accordance with The Vantagepoint Funds' prospectus and statement of additional
information, with the written investment objectives, policies, procedures,
guidelines, restrictions and liquidity requirements of The Vantagepoint Funds
and the Fund, with The Vantagepoint Funds' compliance policies, guidelines and
procedures and with any additional investment guidelines and policies that may
be communicated, from time to time, by the Client to the Subadviser, all as they
may be restated or modified from time to time by Client or The Vantagepoint
Funds. Client retains the right, on written notice to Subadviser and without
amending this Agreement, to modify any such objectives, policies, procedures,
guidelines, restrictions, or requirements in any manner and at any time as may
be allowed pursuant to the 1940 Act and consistent with the terms of the Master
Investment Advisory Agreement with The Vantagepoint Funds.
(b) Agreement and Registration Statement. Subadviser will adhere to all
specific provisions in this Agreement and in the Fund's Registration Statement
as it may be amended and updated from time to time and filed with the Securities
and Exchange Commission on Form N-1A. The Registration Statement is hereby
incorporated by reference and made a part of this Agreement.
(c) Conflict in Policies. If a conflict in policies or guidelines
referenced herein occurs, the Registration Statement shall govern for purposes
of this Agreement.
6. 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.
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(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).
7. RECORD KEEPING AND REPORTING
(a) Records. Subadviser will maintain proper and complete records relating
to the furnishing of services under this Agreement, including records with
respect to the acquisition, holding and disposition of securities for Client in
accordance with applicable laws and rules and such reasonable instructions as
shall be provided to Subadviser by Client from time to time. All records
maintained pursuant to this Agreement shall be subject to examination by Client
and by persons authorized by it during normal business hours upon reasonable
notice. Except as may be required by applicable law, rule or as requested by
regulatory authorities having jurisdiction over a party to this Agreement or as
directed by other party in writing, Subadviser and Client shall keep
confidential the records and other information obtained by reason of this
Agreement. Upon termination of this Agreement, Subadviser shall promptly, upon
demand, return to Client all records Client reasonably believes are necessary in
order to discharge its responsibilities to The Vantagepoint Funds. Subadviser
shall be entitled to retain originals or copies of records pursuant to the
requirements of applicable laws or regulations.
(b) Quarterly Valuation Reports. Subadviser shall use its best efforts to
provide to Client within ten (10) business days after the end of each calendar
quarter a statement of the fair market value of the Account as of the close of
such quarter together with an itemized list of the assets in the Account, as
that information is reported on Subadviser's record keeping system.
(c) Reconciliations. On a daily basis, Subadviser shall review reports of
the Account's portfolio holdings as made available to Subadviser by the
Custodian and shall report as promptly as possible on the same business day to
the Custodian and to Client any discrepancies between the prices assigned to the
securities in the Account and the prices that Subadviser believes should be
assigned to them. On an ongoing basis, Subadviser shall monitor market
developments for significant events occurring after the close of the primary
markets for particular securities held by the Account that may materially affect
their value, and shall promptly notify Client of any such event that comes to
Subadviser's attention. On a monthly basis, Subadviser shall reconcile security
and cash positions, and market values to the Custodian's records and report
discrepancies to Client within ten (10) business days after the end of the
month, or within three (3) business days of receipt of the custodial statement,
whichever comes later.
(d) Loss Reimbursement. Subadviser shall reimburse the Account for any
error to the Fund's net asset value amounting to one cent per share or more, in
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accordance with The Vantagepoint Funds' NAV Error Correction Policy in effect at
such time, caused by Subadviser's breach of its standard of care, as set forth
in the following sentence that is a direct cause of a delay in the accurate
daily pricing of the Fund. In managing the Account, Subadviser shall act with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims. Subadviser shall not be required to reimburse the Account for errors
resulting from or in any way arising out of force majeure or other events beyond
the control of the Subadviser, including without limitation any failure, default
or delay in performance resulting from computer or other electronic or
mechanical equipment failure, unauthorized access, strikes, failure of common
carrier or utility systems, severe weather or breakdown in communications not
reasonably within the control of the Subadviser or other causes commonly known
as "acts of god", whether or not any such cause was reasonably foreseeable.
Client must give Subadviser prompt written notice of any modification to the NAV
Error Correction Policy.
(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 or actions.
(f) Other Reports on Request. Subadviser shall provide to Client promptly
upon reasonable request any information available in the records maintained by
Subadviser relating to the Account.
(g) Review of Materials. During the term of this Agreement, Client shall
ensure that all prospectuses, statements of additional information, registration
statements, proxy statements, reports to shareholders, advertising and sales
literature or other materials prepared for distribution to Fund shareholders or
the public, which refer to the Subadviser in any way, prepared by employees or
agents of Client or its affiliates are consistent with information previously
provided by Subadviser. Subadviser shall promptly notify the Client of any
changes to information pertaining to the Subadviser and stated in the materials
described in this Section 7(g).
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8. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers and Dealers. Except to the extent otherwise
instructed in writing by Client (it being understood that Client, acting on
behalf of the Fund, may, in its absolute discretion and consistent with the
requirements of the 1940 Act and other applicable laws and rules, direct Fund
portfolio transactions for which Subadviser is responsible to any broker-dealer
that Client may designate), Subadviser shall place all orders for the purchase
or sale of securities on behalf of the Account with brokers or dealers selected
by Subadviser, but not with a person affiliated with Subadviser, as the term
"affiliated person" is defined in the 1940 Act (hereafter an "Affiliate"),
unless the transaction is in compliance with Rules 17e-1 or 10f-3 under the 1940
Act or other applicable rules and with The Vantagepoint Funds' policies and
procedures thereunder, copies of which shall be provided to Subadviser.
Subadviser will make reasonable efforts to ensure that brokers and/or dealers
perform their obligations to the Account, provided, however, that Subadviser
will not be responsible or liable for any act or omission of any broker and/or
dealer.
(b) Best Execution. In placing such orders, Subadviser will give primary
consideration to obtaining the most favorable price and efficient execution
reasonably available under the circumstances and in accordance with applicable
law. In evaluating the terms available for executing particular transactions for
the Account and in selecting broker-dealers to execute such transactions,
Subadviser may consider, in addition to commission cost and execution
capabilities, the financial stability and reputation of broker-dealers and the
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) provided by such
broker-dealers. Subadviser is authorized to pay a broker-dealer who provides
such brokerage and research services a commission for executing a transaction
which is in excess of the amount of commission another broker-dealer would have
charged for effecting that transaction if Subadviser determines in good faith
that such commission is reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer in discharging responsibilities
with respect to the Account or to other client accounts as to which it exercises
investment discretion.
(c) Bunching Orders. Client agrees that Subadviser may aggregate sales or
purchase orders for the Account with similar orders being made simultaneously
for other accounts managed by Subadviser, if in Subadviser's reasonable judgment
such aggregation shall result in an overall economic benefit or more efficient
execution to the Account taking into consideration the advantageous selling or
purchase price, brokerage commission and other expenses. Client acknowledges
that the determination of such economic benefit to the Account by Subadviser
represents Subadviser's evaluation that the Account is benefited by relatively
better purchase or sales prices, lower commission expenses and beneficial timing
of transactions or a combination of these and other factors. In such event,
allocation of the securities so purchased or sold, as well as expenses incurred
in the transaction, will be made by Subadviser in a manner Subadviser considers
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to be most equitable and consistent with its fiduciary obligations to the Fund
and to its other clients.
9. 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 9 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.
10. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Subadviser shall devote its best efforts and such time as it deems
necessary to provide prompt and expert service to Client and the Fund. The
services of Subadviser to be provided hereunder are not to be deemed exclusive
and Subadviser shall be free to provide similar services for its own account and
the accounts of other persons and to receive compensation for such services.
Client acknowledges that Subadviser and its Affiliates and Subadviser's other
clients may at any time, have, acquire, increase, decrease or dispose of
positions in the same investments which are at the same time being held,
acquired for or disposed of under this Agreement for the Fund. Subadviser shall
have no obligation to acquire or dispose of a position in any investment
pursuant to this Agreement simply because Subadviser, its directors, members,
Affiliates or employees acquire or dispose of such a position for its or their
own accounts or for the account of another client.
11. 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
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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.
12. 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.
13. 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.
14. 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.
15. 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
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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).
16. 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 22, (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.
17. REPRESENTATIONS
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.
The Fund and the Client each represent, warrant, and agree, with respect to
themselves, as follows:
(a) Client (i) is registered with the Securities and Exchange Commission
under the Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement; (iii)
has met, and will continue to seek to meet for so long as this Agreement remains
in effect, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this Agreement, and (iv)
will immediately notify Subadviser of the occurrence of any event that would
disqualify Client from serving as an investment adviser to an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
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(b) The Fund and the Client each agree that the Subadviser shall have no
responsibility or liability arising out of any non-compliance by the Fund or the
Client with anti-money laundering regulations. The Fund represents and warrants
that it has implemented an anti-money laundering program and a customer
identification program ("CIP") that each comply with the requirements of
applicable law, including the Bank Secrecy Act and U.S.A. PATRIOT Act of 2001
and the regulations promulgated thereunder.
(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 Fund has policies and procedures designed to detect and deter
disruptive trading practices, including "market timing".
18. USE OF MARKS
It is understood that the name "Xxxxxxx, Xxxxx & Co." or "Xxxxxxx Sachs" or
any derivative thereof, and any trade name, trademark, trade device, service
xxxx, symbol or logo associated with those names, are the valuable property of
the Subadviser or its affiliates and that the Client has the right to use to
such name (or derivative or logo), in offering materials or promotional or
sales-related materials of the Fund, only with the prior written approval of the
Subadviser, such approval not to be unreasonably withheld, and only during the
term of this Agreement. Notwithstanding the foregoing, the Subadviser's approval
is not required when (i) previously approved materials are re-issued with minor
modifications, (ii) the Client and Subadviser identify materials which they
jointly determine do not require the Subadviser's approval and (iii) used as
required to be disclosed in the registration statement of the Fund. Upon
termination of this Agreement, the Fund and the Client shall forthwith cease to
use such name (or derivative or logo). This section will survive any termination
of this Agreement.
19. 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
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c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
SUBADVISER:
Xxxxxxx Xxxxx Asset Management, L.P.
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
Fax: (000) 000-0000
Each party may change its address by giving notice as herein required.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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. 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.
25. 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.
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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 Xxxxxxx Xxxxx Asset Management, L.P.
by: by:
------------------------------------- ----------------------------------------
(signature) (signature)
------------------------------------- ----------------------------------------
Xxxxxx Xxxxxx, Secretary (name, title)
Approved by:
------------------------
[name; title]
FUND
The Vantagepoint Fund, on behalf of the Vantagepoint Select Value Fund
by:
-------------------------------------
Xxxxxx Xxxxxx, Secretary
Approved by:
------------------------
[name; title]
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
SELECT VALUE FUND
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 $200 million 0.40 percent
Next $500 million 0.35 percent
Over $700 million 0.32 percent
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