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EXHIBIT 99.(D)(i)
MASTER INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE VANTAGEPOINT FUNDS
AND
VANTAGEPOINT INVESTMENT ADVISERS, LLC
AGREEMENT, made the [ ] day of [ ] 1999, between the Vantagepoint Funds ("VF")
and Vantagepoint Investment Advisers, LLC ("VIA").
RECITALS
(1) VF is an open-end, diversified management investment company organized as
a Delaware business trust and registered under the Investment Company Act of
1940. The VF is organized as a "series" investment company, and offers 13
distinct investment portfolios (the "Funds", each a "Fund").
(2) VIA has been established to provide investment advisory services to each
VF Fund and to manage and supervise other investment advisers who provide such
services to the Funds.
(3) VF and VIA wish to enter into this Master Investment Advisory Agreement
(the "Agreement"), under which VIA will render investment advisory services to
the Funds and manage and supervise other investment advisers who provide such
services to the Funds and also will furnish operational support to each Fund.
This Agreement includes payment provisions under which amounts are paid by VF to
pay VIA for services and support rendered under this Agreement.
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AGREEMENT
Article I
GENERAL
SECTION 1.01 Definitions. Unless otherwise specifically provided herein,
capitalized terms have the meanings ascribed in the Agreement and Declaration of
Trust of the Vantagepoint Funds dated [DATE], as now or hereinafter amended.
Article II
INVESTMENT ADVISORY AND MANAGEMENT SERVICES
SECTION 2.01 Appointment of Adviser. VF hereby appoints VIA to act as the
investment adviser to VF and its Funds and to manage and supervise other
investment advisers who provide services to VF under the terms and conditions
set forth in this Agreement. VIA accepts such appointment and agrees to render
the services herein described, for the compensation herein provided.
SECTION 2.02 Duties Relating to the Funds. Subject to the supervision of the
Board of Directors of VF, VIA shall manage the investment operations of the VF
and the composition of each Fund's portfolios in accordance with its investment
objectives, policies and restrictions set forth in the current prospectus and
statement of additional information for VF and such additional guidelines as may
be established from time to time by VF. In performing such services, VIA shall
use its best informed judgment, and shall have the following responsibilities:
(a) VIA shall supervise and direct each Fund's investments and shall
have the discretion to determine from time to time what investments, securities,
commodities or financial futures contracts or options thereon ("futures") will
be purchased, retained, sold or lent by a Fund and what portion of its assets
will be invested or held uninvested as cash;
(b) Subject to the receipt of such approvals of the Board of Directors
of VF and the shareholders of its Funds as may be required by law, VIA may
discharge its responsibilities to VF and its Funds through the appointment of
one or more subadvisers ("Subadvisers") as provided in Section 2.03 below to
which it may delegate the responsibilities granted to it herein;
(c) Subject to the limits set forth below, VIA may place orders,
pursuant to its determinations as to what securities or other instruments
should be purchased or sold
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on behalf of a Fund, with or through such persons, brokers, dealers or futures
commissions merchants as it may select; VIA may delegate this authority to
Subadvisers duly appointed by it;
(cc) VIA shall furnish VF's Board of Directors such periodic and special
reports as the Board may request, including reports on the nature and quality of
services provided by Subadvisers. VIA shall provide such information as the
Board of Directors may request and such information as shall be reasonably
necessary to evaluate the terms of any investment advisory contract.
(d) VIA may cause each Fund to keep such portion of its assets in cash
or cash balances as VIA, from time to time, may deem to be in the best interest
of such Fund without liability for interest thereon;
(e) VIA shall maintain, and cause Subadvisers to maintain, books and
records with respect to its and their services to the Funds in accordance with
good practice, applicable federal and state securities laws, and such
instructions as may be provided to it by VF from time to time;
(g) VIA shall provide, or cause the Subadvisers to provide, to each
custodian of the assets of, and accountant or bookkeeper for, each Fund, in a
timely fashion all requisite information relating to transactions concerning the
assets of VF.
(h) VIA may, and may authorize Subadvisers to, unless specifically
instructed to the contrary by the Board of Directors of the Fund, vote upon all
general or specific proxies relative to stocks, bonds, or other securities held
in VF, give general or specific powers of attorney with or without power of
substitution; exercise any conversion privileges, subscription rights, or other
options, and make any payments incidental thereto; oppose, or consent to, or
participate in, any corporate reorganization or other changes affecting
corporate securities, participate in any class action lawsuit the subject of
which is a security (or issuer of a security) held by a Fund, and delegate
discretionary powers, and pay any assessments or charges in connection
therewith; and generally exercise any of the powers of an owner with respect to
stocks, bonds, securities or other property held as part of VF property;
SECTION 2.03 Subadvisers. Subject to the receipt of such approvals of the
Board of Directors of VF and the shareholders of its Funds as may be required
by law, VIA is authorized to enter into agreements on behalf of VF 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
Funds of VF. In the event VIA enters into one or more such agreements, the VIA
will retain the authority and responsibility to monitor and review the
performance of each Subadviser. VIA may negotiate contracts that specify
investment subadvisory fees and provide for payment of such fees directly by
VF, and delegate to the Subadvisers responsibility for the
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day-to-day investment operations of the Funds with respect to which the
Subadvisers are hired, including any or all of the responsibilities set forth in
Section 2.02 hereof, except the power to enter into contracts with Subadvisers.
Each such contract with a Subadviser shall provide that it is terminable by VIA
or the Board of Directors of VF or the shareholders of its Funds, without
penalty, upon no more than 60 days notice to the Subadviser.
SECTION 2.04 Fund Design. VIA shall develop new Funds for VF responsive to
the evolving needs of existing and potential Shareholders and shall periodically
evaluate the objectives and performance of each existing Fund, and shall provide
a recommendation to the Board of Directors of VF as to whether such Fund should
continue to be offered or whether its objectives, policies, or strategies should
be modified.
SECTION 2.05 Fees for Services. For the services to be provided under this
Article II, each Fund shall pay to VIA an advisory fee based upon its average
daily net assets in the VF computed at the annual rates specified in the
following table:
Fund Annual Rate
---- -----------
(as a % of Average Daily Net Assets)
Aggressive Opportunities Fund 0.10%
International Fund 0.10%
Growth Stock Fund 0.10%
Growth and Income Fund 0.10%
Equity Income Fund 0.10%
Asset Allocation Fund 0.10%
U.S. Treasury Securities Fund 0.10%
Money Market Fund 0.10%
Overseas Equity Index Fund 0.05%
Small/Mid Company Index Fund 0.05%
Broad Market Index Fund 0.05%
500 Stock Index Fund 0.05%
Core Bond Index Fund 0.05%
Fees shall be calculated and accrued daily and paid monthly.
Fees charged by Subadvisers will be paid by the respective fund directly to such
Subadvisers in accordance with the terms of Section 2.03.
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Article III
OPERATIONAL SUPPORT
SECTION 3.01 Office Space and General Services.
(a) VIA shall provide VF with such office space as shall be
required for the operation of the VF.
(b) VIA shall furnish to each Fund such additional services and
professional support to operate the Fund as the Board of Directors or the
officers of VF shall from time to time specify.
SECTION 3.02 Reimbursement to VIA. Each Fund shall reimburse VIA on a monthly
basis for the expenses, including costs of insurance, professional services,
printing and mailing, office space and facilities and transportation, and other
costs and expenses, incurred by VIA in providing operational support to such
Fund pursuant to this Article III.
Article IV
OTHER MATTERS
SECTION 4.01 Billing Procedures. VIA will submit monthly an itemized
statement of fees and expenses for services rendered to each Fund under this
Agreement to the President of VF or his/her designee.
SECTION 4.02 Liability. VIA shall not be liable to VF or any Fund for any
error of judgment or mistake of law or for any loss suffered by such Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from misfeasance, bad faith or negligence on the part of VIA in the
performance of its duties or from reckless disregard by it of its duties under
this Agreement. Nothing in this Section 4.02 shall constitute a waiver by VF of
any rights it or any Fund may have under applicable federal or state securities
laws.
SECTION 4.03 Delivery of Documents by VF and VIA.
(a) VF has delivered to VIA copies of each of the following documents
and will deliver to it all future amendments and supplements thereto if any:
(i) The Agreement and Declaration of Trust of the Vantagepoint
Funds dated [DATE];
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(ii) The By-laws of the Vantagepoint Funds; and
(iii) Certified resolutions of the Board of Directors of the
Vantagepoint Funds authorizing the appointment of VIA and
approving this Master Agreement and authorizing the
appointment of any Subadviser and approving the Agreement
with such Subadviser; and
(b) (i) VIA shall submit its audited financial statements to VF
within 120 days of the close of each calendar year.
(ii) VIA shall submit to VF VIA's current SEC Form ADV including
Form ADV-Y2K, and shall submit to VF updated copies of Form
ADV from time to time as updates occur.
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SECTION 4.04 Effective Date, Duration and Termination.
(a) This Agreement shall be effective with respect to each Fund on the
date specified in the first sentence hereof and shall have an initial term of
two (2) years. This Agreement shall continue automatically with respect to each
Fund for successive periods of one calendar year upon the annual approval of the
Board of Directors of VF, including a majority of those Directors of the Board
of VF who are not "interested persons" as that term is defined in the Investment
Company Act of 1940, or by a vote of the outstanding shares of such Fund.
(b) This Agreement may be terminated with respect to a Fund by the Board
of Directors of VF or shareholders of such Fund or VIA at any time, without the
payment of any penalty, on sixty (60) days' written notice to the other party.
(c) In the event this Agreement is terminated, each Fund shall pay to
VIA any outstanding amounts payable under the terms of this Agreement that have
accrued with respect to such Fund as of the effective date of termination.
SECTION 4.05 Assignment. This Agreement shall automatically terminate
in the event of its assignment.
SECTION 4.06 Amendment. This Agreement may be amended only by an instrument
in writing executed by both parties.
SECTION 4.07 Miscellaneous.
(a) The captions in this Agreement are included for convenience only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
(b) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) This Agreement supersedes any other agreement between the parties
concerning the matters covered herein.
SECTION 4.08 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
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AGREED:
THE VANTAGEPOINT FUNDS
By:
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Title:
------------------------------
Date:
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VANTAGEPOINT INVESTMENT ADVISERS, LLC
By:
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Title:
------------------------------
Date:
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EXHIBIT D.(iv)
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement is made as of the __________ day
of _______________, 1999 by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and AVATAR INVESTORS
ASSOCIATES CORP. at 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx (hereafter "Adviser")
and is effective as of______________ ,19 (the "Effective Date").
WHEREAS, the Vantagepoint Funds (the "Funds") is a Delaware Business
Trust registered as an open-end management investment company under the
Investment Company Act of 1940;
WHEREAS, Client is party to an Investment Adviser Agreement with the
Funds for management of the investment operations of the Funds including the
establishment and operation of investment portfolios for the Funds and the
entering into of contracts with sub-advisers to assist in managing the
investment of the Funds property;
WHEREAS, Client and Adviser wish to enter into an agreement pursuant to
which Adviser will provide such assistance to Client.
AGREEMENTS:
In consideration of the performance by the Adviser as Investment Adviser
of certain assets held by the Funds, the Client has authorized the Adviser to
manage the securities and other assets as follows:
1. ACCOUNT
The account with respect to which the Adviser shall perform its services
shall consist of those assets of the Funds which the Client determines to assign
to an account with the Adviser, together with all income earned by those assets
and all realized and unrealized capital appreciation related to those assets
(hereafter "Account"). From time to time, the Client may, upon notice to the
Adviser, make additions to the Account and may, upon notice to the Adviser, make
withdrawals from the Account.
2. APPOINTMENT STATUS, POWERS OF ADVISER
(a) Purchase and Sale. Client hereby appoints Adviser to manage the
Account on the terms and conditions set forth in this Agreement. Subject to the
restrictions set forth in this Agreement, and acting always in conformity with
the Investment Policies provided in Paragraph 4, Adviser shall supervise and
direct investment of the Account. Client hereby grants the Adviser complete,
unlimited and
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unrestricted discretion and authority to select portfolio securities with
respect to the Account including the power to acquire (by purchase, exchange,
subscription or otherwise), to hold and dispose (by sale, exchange or
otherwise). The Adviser will consult with Client, upon the request of the
Client, concerning any transactions it makes with respect to the investment of
the Account.
(b) Limitation on Authority. Except as expressly authorized herein or
hereafter from time to time, Adviser shall for all purposes be deemed an
independent contractor and shall have no authority to act for or to represent
the Client or the Funds in any way or otherwise to be an agent of the Client or
the Funds.
(c) Voting. Unless otherwise instructed by Client, Adviser shall have
discretion to take any action or render any advice with respect to the voting of
shares or the execution of proxies solicited from time to time by, or with
respect to, the issuers of securities held in the Account. Adviser will report
annually to Client regarding such voting.
(d) Key Personnel. Adviser agrees that the following key personnel have
primary responsibility with respect to the investment management of the Account.
If the(se) individual(s) is unable to devote sufficient time to maintain primary
responsibility of the Account, the Adviser must give Client written advance
notice, or prompt notice within three (3) business days, of the name of the
person designated by the Adviser to replace or supplement the individual(s). In
addition, the Adviser will give Client prompt written notice of the replacement
of any employee of the Adviser who has direct supervisory responsibility for the
key personnel or who has responsibility for setting investment policy.
Key Personnel: Xxxxxx X. Xxxxxxx, Xx.
Xxx Xxxxxxxx
Xxxxxxx X. Xxxxx
3. ACCEPTANCE OF APPOINTMENT
Adviser accepts the appointment as an investment adviser and agrees to
use its best efforts and professional judgment to make timely investment
transactions for the Client with respect to the investments of the Account, and
to provide the other services required of the Adviser under the provisions of
this Agreement.
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4. INVESTMENT POLICIES
(a) Investment Objectives. The Adviser will adhere to the investment
objectives, guidelines, restrictions, and liquidity requirements of the Funds as
specified by the Client on SCHEDULE A hereto, and as restated or modified from
time to time by the Client in written notice to the Adviser.
(b) Funds' Agreement and Declaration of Trust. The Adviser will adhere to
all specific provisions established in the Funds' Agreement and Declaration of
Trust and Registration Statement as filed with the Securities and Exchange
Commission on Form N-1A ("Registration Statement), both of which are hereby
incorporated by reference and made a part of this Agreement. The Client shall
give written notice to the Adviser of any amendments to the Agreement and
Declaration of Trust or Registration Statement, which amendments, upon their
receipt by the Adviser, shall be binding on the Adviser.
(c) Investment Adviser Guidelines. The Adviser shall act in accordance
with the specific statement of Investment Adviser Guidelines, SCHEDULE B, as
restated or modified from time to time by the Client in written notice to the
Adviser. The Client retains the right, on written notice to the Adviser, to
modify any such objectives, guidelines, restrictions, and liquidity requirements
in any manner at any time.
(d) Conflict in Policies. If a conflict in policies or guidelines
referenced herein occurs, the Registration Statement shall govern for purposes
of this Agreement.
5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
(a) Custody Responsibilities. The Client shall designate one or more
custodians to hold the Account. The Custodian, as designated by the Client will
be responsible for the custody, receipt and delivery of securities and other
assets of the Funds (including the Account), and the Adviser shall have no
authority, responsibility or obligation with respect to the custody, receipt or
delivery of securities or other assets of the Funds (including the Account). In
the event that any cash or securities of the Funds are delivered to the Adviser,
it will promptly deliver the same over to the Custodian, in the name of the
Funds.
(b) Securities Transactions. All securities transactions for the Account
will be consummated by payment to or delivery by the Funds of cash or securities
due to or from the Account. The Adviser will notify the Custodian of all orders
to brokers for the Account by 9:00 am EST on the day following the trade date
and will affirm the trade within one (1) business day after the trade date
(T+1).
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(c) Tri-Party Agreement. The Adviser is authorized to enter into
Tri-Party Repurchase Agreements and sign the standard PSA tri-party agreement
(the "Tri-Party Agreement") on behalf of the Client and the subcustodian
thereunder is authorized to act as a subcustodian for the Account's assets
involved in any tri-party repurchase agreement pursuant to such Tri-Party
Agreement.
6. RECORD KEEPING AND REPORTING
(a) Records. Adviser will maintain proper and complete records relating
to the furnishing of services under this Agreement, including records with
respect to the acquisition, holding and disposition of securities for Client.
All records maintained pursuant to this Agreement shall be subject to
examination by Client and by persons authorized by it at all times upon
reasonable notice. Except as expressly authorized in this Agreement or as
required by applicable law, regulation or order of court or as directed by other
party in writing, Adviser and Client shall keep confidential the records and
other information obtained by reason of this Agreement (including, with respect
to Client, the investment information and transactions executed by Adviser).
Upon termination of this Agreement, Adviser shall promptly, upon demand, return
to Client all records Client reasonably believes are necessary in order to
discharge its responsibilities to the Funds. Adviser shall be entitled to retain
originals or copies of records pursuant to the requirements of applicable laws
or regulations.
(b) Quarterly Valuation Reports. Adviser shall use best efforts to
provide to the 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.
(c) Valuation Methodology. For purposes of this Agreement, fair market
value shall mean, as of a particular date, the value of the Account, plus income
accrued thereon less the liabilities related to the assets in the Account.
Adviser shall reconcile security and cash positions, and market values, and
report discrepancies to the Client.
(d) Loss Reimbursement. Adviser shall reimburse the Account for any loss
caused by Adviser's actions that cause delay in the accurate daily pricing of
the Fund(s), it being understood that Adviser shall not be responsible for such
daily pricing.
(e) Monthly Reports. Adviser shall provide the Client an itemized report
as to the securities in the account, the fair market value thereof and the
accrued income thereon within FOUR (4) business days after the end of each
Calendar Month. The Adviser shall also use best efforts to provide, in writing,
preliminary performance numbers and a brief explanation of these results within
FIVE (5) business days after the end of each
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Calendar Month. The requested format will be as mutually agreed by Adviser and
Client. For purposes of this Agreement, fair market value shall mean, as of a
particular date, the value of the Account plus income accrued thereon less the
liabilities related to the assets in the Account.
(f) Reports on Request. Adviser shall provide to Client promptly upon
request any information available in the records maintained by Adviser relating
to the Account.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers. Except to the extent otherwise instructed by
Client, (it being understood that Client may, in its absolute discretion, direct
portfolio transactions for which Adviser is responsible to any broker that
Client may see fit), Adviser shall place all orders for the purchase and sale of
securities on behalf of the Client with brokers or dealers selected by Adviser,
but not with a person affiliated with Adviser, as the term "affiliated person"
is defined in the Investment Company Act of 1940 (hereafter an "Affiliate").
(b) Best Execution. In placing such orders, the Adviser will give primary
consideration to obtaining the most favorable price and efficient execution. In
evaluating the terms available for executing particular transactions for Client
and in selecting brokers and dealers to execute such transactions, the Adviser
may consider, in addition to commission cost and execution capabilities, the
financial stability and reputation of brokers and dealers and the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided by brokers and dealers. Adviser is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if Adviser determines that such commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer in discharging responsibilities with respect to the Account.
(c) Bunching Orders. Client agrees that Adviser may aggregate sales and
purchase orders of Account with similar orders being made simultaneously for
other accounts managed by Adviser, if in Adviser's reasonable judgment such
aggregation shall result in an overall economic benefit 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 Client by Adviser represents Adviser's evaluation that
client is benefited by relatively better purchase or
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sales prices, lower commission expenses and beneficial timing of transactions or
a combination of these and other factors.
8. INVESTMENT FEES
(a) Fee Schedule. The compensation of the Adviser for its services under
this Agreement shall be calculated and paid by the Client from the assets of the
Account in accordance with SCHEDULE C hereto. The Adviser shall send a written
invoice to the Client within 30 days of the quarter end and shall be duly
compensated from the assets of the Account.
(b) Fee Computation. The Adviser's fee shall be calculated as set forth
in SCHEDULE C.
(c) Fee Amendment. Fee rates may be changed from time to time by
agreement between the Client and the Adviser; provided, however, that no
increase in such rates shall be made during the first calendar year of this
Agreement.
(d) Pro Rata Fee. If the Adviser should serve for less than the whole of
any calendar quarter, its compensation shall be determined as provided above on
the basis of the ending market value of the Account in the month in which the
termination occurs and shall be payable on a pro rata basis for the period of
the calendar quarter for which it has served as Adviser hereunder.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Adviser shall devote its best efforts and such time as it deems
necessary to provide prompt and expert service to the Client. The services of
Adviser to be provided to Client hereunder are not to be deemed exclusive and
Adviser shall be free to provide similar services for its own account and the
accounts of other persons and to receive compensation for such services. Client
acknowledges that Adviser and its members, Affiliates and employees, and
Adviser's other clients may at any time, have, acquire, increase, decrease, or
dispose of positions in the same investments which are at the same time being
held, acquired for or disposed of under this Agreement for the Client. Adviser
shall have no obligation to acquire or dispose of a position in any investment
pursuant to this Agreement simply because Adviser, its directors, members,
Affiliates or employees invest in such a position for its or their own accounts
or for the account of another client.
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10. XXXXXXX XXXXXXX POLICIES AND CODE OF ETHICS
Adviser hereby represents that it has adopted policies that meet the
requirements of Rule 17j-1 under the Investment Company Act of 1940. Copies of
such policies shall be delivered to the Client, and any violation of such
policies by personnel of the Adviser shall be reported to the Client.
11. INSURANCE
At all times during the term of this Agreement, Adviser shall maintain,
at its own cost and expense, professional liability insurance for errors,
omissions, and negligent acts, in an amount and with such terms as are standard
in the financial services industry for an investment adviser managing the amount
of aggregate assets managed by Adviser for Client and for the Adviser's other
clients.
12. LIABILITY
Adviser shall not be liable to Client for honest mistakes of judgment or
for action or inaction taken in good faith for a purpose that the Adviser
reasonably believes to be in the best interests of the Client. Adviser shall be
liable to Client for any liability, damages or expenses of Client arising out of
the negligence, malfeasance or violation of applicable law by Adviser or any of
its officers, employees or Affiliates in providing management under this
Agreement. However, neither this provision nor any other provision of this
Agreement shall constitute a waiver or limitation of any rights which Client may
have under federal or state securities laws.
13. TERM
This Agreement shall be in effect for an initial term of two years
beginning on the Effective Date. This Agreement may be renewed thereafter for
successive one-year periods if such renewal is approved annually by the majority
of those members of the Funds' Board of Directors who are not "interested
persons" as that term is defined in the Investment Company Act of 1940.
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14. TERMINATION
This Agreement may be terminated by either party hereto, without the
payment of any penalty, immediately upon notice to the other in the event of a
breach of any provision thereof by the party so notified, or otherwise by
Adviser upon sixty (60) days' written notice to the Client or by Client upon 30
days' written notice to Adviser, except that this Agreement shall automatically
terminate in the event of its assignment, as provided in Paragraph 19, at the
discretion of the Client in the event of Adviser's ownership change as provided
in Paragraph 19, or upon the termination of the Funds. Any termination in
accordance with the terms of this Agreement shall not cause the payment of any
penalty. Any such termination shall not affect the status, obligations or
liabilities of any party hereto to the other.
15. REPRESENTATIONS
(a) Adviser hereby confirms to Client that Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940, that it has full
power and authority to enter into and perform fully the terms of this Agreement
and that the execution of this Agreement on behalf of Adviser has been duly
authorized and, upon execution and delivery, this Agreement will be binding upon
Adviser in accordance with its terms.
(b) Client hereby confirms to Adviser that it 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.
16. RECIPROCAL INDEMNIFICATION
Client and Adviser each agree to indemnify and hold harmless the other
and each of its officers, directors and employees against any and all losses,
claims, damages, liabilities, or litigation (including reasonable attorney fees
and other expenses) to which the indemnified party becomes subject, insofar as
such matters arise out of, or are based upon, any material breach of this
Agreement by the indemnifying party.
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
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the party at its address listed below in person or by telex or telecopy receipt
of which is confirmed or by mail or by registered mail, return receipt
requested. The addresses of the parties are:
CLIENT:
Vantagepoint Investment Advisers, LLC
Attention: Legal Department
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
ADVISER:
AVATAR Associates
Attention: Xxxxxxx X. Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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.
20. ASSIGNMENT AND OWNERSHIP CHANGE
This Agreement shall automatically terminate in the event of its
assignment. Adviser agrees to provide immediate written notice in the event of
an ownership change.
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Such an ownership change will entitle, but not require, the Client to terminate
the Agreement immediately or upon notice.
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.
23. YEAR 2000 WARRANTY
Adviser warrants that it has taken all reasonable actions to ensure that
all software or other information technology product used by Adviser or by
Adviser's vendors, subcontractors, or agents, that is to be used in the
performance of Adviser's obligations under this Agreement, is designed to be
used prior to, during, and after the calendar year 2000 A.D., including without
limitation making reasonable inquiries of its vendors and suppliers in order to
ensure that said software or other information technology product will operate
during such time period without error relating to date data, specifically
including any error relating to, or the product of, date data which represents
or references different centuries or more than one century.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON , 199
and make it effective on the date set forth.
CLIENT ADVISER
Vantagepoint AVATAR Investors Associates Corp.
Investment Advisers, LLC.
by: by:
--------------------------------- ---------------------------------
(signature) (signature)
--------------------------------- ----------------------------------
(name, title) (name, title)
Date: Date:
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