Exhibit (D)(31)
AMENDMENT NO. 3 TO INVESTMENT SUBADVISORY AGREEMENT
This AMENDMENT amends, as of the 23rd day of December, 2005 (the "Effective
Date"), the Investment Sub-Advisory Agreement (the "Agreement"), dated as of
December 12, 2000, by and among The Vantagepoint Funds, a Delaware Statutory
Trust, Vantagepoint Investment Advisers, LLC ("VIA"), and Southeastern Asset
Management, Inc., a Tennesee corporation (the "Subadviser").
WHEREAS, the Subadviser serves as an investment sub-adviser to the Vantagepoint
Equity Income Fund (the "Fund"), a series of The Vantagepoint Fund pursuant to
the Agreement;
WHEREAS, in connection with the services the Subadviser provides to the Fund as
an investment sub-adviser, the Fund's service providers may, from time to time
and for legitimate business purposes of the Fund, disclose to the Subadviser
non-public information about the portfolio holdings of the Fund;
WHEREAS, the Fund is required to disclose to shareholders its policies and
procedures governing disclosure of portfolio holdings information and any
ongoing arrangements to make information about its portfolio holdings available
to third-parties and, in this regard, the staff of the Securities and Exchange
Commission ("SEC") has stated that divulging non-public information about a
mutual fund's portfolio holdings to third-parties is permissible only when a
fund has legitimate business purposes for doing so and the recipients of the
information are subject to a duty of confidentiality, including a duty not to
trade on the non-public information; and
WHEREAS, from time to time the Fund may wish to rely on various exemptive rules
under the Investment Company Act of 1940 (the "1940 Act"), which require, among
other things, that the Agreement prohibit the Subadviser from consulting with
other sub-advisers of the Fund concerning transactions for the Fund in
securities or other assets;
NOW, THEREFORE, the Fund, VIA and the Subadviser hereby agree that, as of the
Effective Date, the Agreement shall be amended as follows:
A. ADDITION OF CONFIDENTIALITY PROVISION
The following provision shall be added to the Agreement:
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
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 for the Fund, except for purposes of complying with the 1940 Act or
SEC rules or regulations applicable to the Fund. Subadviser may rely on the
Fund's most current prospectus, as may be supplemented from time to time, or
specific instructions from Client or the Fund, for identification of other Fund
subadvisers. 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.
B. GENERAL
This Amendment contains the entire understanding among the parties with respect
to the subject matter in this Amendment. Except as expressly set forth herein,
the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as of the Effective Date.
THE VANTAGEPOINT FUNDS, ON BEHALF OF THE VANTAGEPOINT EQUITY INCOME FUND
By:
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Secretary
Approved by:
------------------------
Xxxxx Xxxxxxxxx,
Managing Vice President
VANTAGEPOINT INVESTMENT ADVISERS, LLC
By:
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Secretary
Approved by:
------------------------
Xxxxx Xxxxxxxxx,
Managing Vice President
SOUTHEASTERN ASSET MANAGEMENT, INC.
By:
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Legal Counsel & Chief
Compliance Officer
