INVESTMENT SUBADVISORY AGREEMENT
Exhibit (d)(115)
This Investment Subadvisory Agreement is made as of January 4, 2010 (the “Effective Date”), by
and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter
“Client”), Xxxxxxxx Capital Management, Inc., a New York corporation (hereafter “Subadviser”), and
THE VANTAGEPOINT FUNDS, a Delaware statutory trust.
WHEREAS, The Vantagepoint Funds is a Delaware statutory trust registered as an open-end
management investment company under the Investment Company Act of 1940, as amended (the “1940
Act”);
WHEREAS, Client is party to 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 Diversifying Strategies 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 a reasonable time period prior to the date on which such
amendments or related filings are made with the Securities and Exchange Commission (“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 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,
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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: | Xxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx |
3. ACCEPTANCE OF APPOINTMENT
Subadviser accepts the appointment as an investment subadviser of the Fund and agrees to use
its best efforts and professional judgment to make timely 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, 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 Vantagepoint Funds’ current Registration Statement on Form N-1A as it
may be amended and updated from time to time and filed with the SEC on Form N-1A (“Registration
Statement”). 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.
5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
(a) Custody Responsibilities. Client shall designate one or more custodians (the “Custodian”)
to hold the Account assets and shall notify the Subadviser in writing of the name and address of
such Custodian (and any changes thereto). The
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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 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, reports of the Account’s portfolio holdings and
market values will be made available to Subadviser and Subadviser shall report as promptly as
possible on the same business day to the Custodian and to Client any discrepancies between the
Custodian’s records and those of the Subadviser, including differences between the prices assigned
to the securities in the Account and the prices that Subadviser believes should be assigned to
them. On an ongoing basis
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and to the extent commercially feasible, 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. In addition, Subadviser shall respond promptly to any
request from Client for information needed to assist The Vantagepoint Funds in the valuation of any
Account security, and to provide to Client such information as is in Subadviser’s possession. 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.
(d) Loss Reimbursement. Subadviser shall reimburse the Account for any material error, as
defined in The Vantagepoint Fund’s NAV Error Correction Policy in effect at such time, to the
Fund’s net asset value 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;
provided, however that such material 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. 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.
(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 furnish to the
Subadviser copies of the applicable portions of prospectuses, statements of additional information,
registration statements, proxy statements, reports to shareholders, advertising and sales
literature or other materials prepared for distribution to Fund
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shareholders or the public, which refer to the Subadviser in any way, for review prior to their
use, except for materials that solely reference Subadviser as a subadviser of the Fund. Client
shall ensure that such materials prepared by employees or agents of Client or its affiliates are
not inconsistent with information 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).
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 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
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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 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 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
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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
(including reasonable attorneys’ fees) incurred by the Subadviser as a result of the performance of
its duties hereunder, unless the same shall result from a failure by the Subadviser 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
8
with such matters would use in the conduct of an enterprise of a like character and with like aims.
14. TERM
This Agreement shall be in effect for an initial term beginning on the Effective Date and
ending on February 28, 2011. 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.
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(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.
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
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:
Xxxxxxxx Capital Management, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
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
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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 SEC rules or regulations applicable to the Fund. Nothing in this Agreement shall be
construed to prevent the Subadviser from lawfully giving other entities investment
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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
December 22, 2009 and make it effective on the date first set forth at the beginning of
this Agreement.
Client
|
Subadviser | |||
Vantagepoint Investment Advisers, LLC
|
Xxxxxxxx Capital Management, Inc. | |||
by:
|
by: | |||
/s/ Xxxxxx Xxxxxx
|
/s/ Xxxxxxx X. Xxxxxxxxx
|
|||
ICMA Retirement Corporation |
Approved by:
|
/s/ Xxxxx Xxxxxx
|
|||
| Chief Investment Officer | ||||
| Vantagepoint Investment Advisers, LLC |
Fund
The Vantagepoint Funds, on behalf of the Vantagepoint Diversifying Strategies Fund
by:
/s/ Xxxxxx Xxxxxx
|
Approved by:
|
/s/ Xxxxx Xxxxxx
|
|||
| Chief Investment Officer | ||||
| Vantagepoint Investment Advisers, LLC |
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Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
THE VANTAGEPOINT FUNDS
Fee Schedule
For
Xxxxxxxx Capital Management, Inc.
The Subadviser’s quarterly fee shall be calculated based on the average daily net asset value of
the assets under the Subadviser’s management as provided by the Client or Custodian, at Client’s
discretion, based on the following annual rate.
| First $50 million | 0.400 percent | |
| Next $250 million | 0.375 percent | |
| Over $300 million | 0.350 percent |
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