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EXHIBIT (d)(24)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of the 15th day of
Xxxxx, 0X00, by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a Delaware
limited liability company (hereafter "Client"), and ROXBURY CAPITAL MANAGEMENT,
LLC, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx Xxxxxxxxxx 00000 (hereafter
"Subadviser"), and THE VANTAGEPOINT FUNDS, a Delaware business trust, and is
effective as of March 16, 2001 (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 (the "1940 Act");
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 Subadviser wish to enter into a sub-advisory
agreement pursuant to which Subadviser will provide such assistance to Client.
AGREEMENTS:
In consideration of the performance by the Subadviser as investment
Subadviser of certain assets held by the Funds, the Client has authorized the
Subadviser to manage the securities and other assets as follows:
1. ACCOUNT
The account with respect to which the Subadviser shall perform its
services shall consist of those assets of the Vantagepoint Aggressive
Opportunities Fund which the Client determines to assign to an account with the
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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, the Client may, upon written notice to the Subadviser, make
additions to the Account and may, upon written notice to the Subadviser, make
withdrawals from the Account. To the extent that such withdrawals shall reduce
the assets of the account to zero, the 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.
2. APPOINTMENT STATUS, POWERS OF CLIENT AND SUBADVISER
(a) Responsibility of Client. Client has primary and overall
responsibility for the Fund's investment management and all applicable laws,
regulations, rules or requirements of any governmental or self-regulatory
organizations, as well as all internal policies established by Client's or the
Funds' boards of directors or trustees. Such duties include but are not limited
to the overall responsibility for the investment management of the portfolio of
securities, the functions of fund accounting, preparation and filing of tax
returns, transfer agent and shareholder servicing, daily pricing of the
portfolio, retention and supervision of a custodian for the assets, required
federal and state registrations, preparation, filing, and distribution of all
financial reports, compliance with any expense limitation requirements and the
performance or supervision of all other administrative and operational
functions. Except as specifically delegated to Subadviser under the provisions
of this Agreement, Subadviser shall have no responsibility for any
administrative or operational functions, or for the compliance with any
applicable laws, regulations, rules or internal policies.
(b) 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 Investment Policies provided in Paragraph 4, Subadviser shall supervise and
direct investment of the Account. Client hereby grants the Subadviser complete,
unlimited and unrestricted discretion and authority to select
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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 Subadviser will review with Client, upon the
request of the Client, any transactions it makes with respect to the investment
of the Account.
(c) 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
the Client or the Funds in any way or otherwise to be an agent of the Client or
the Funds. The activities of Client and Subadviser in managing the assets of the
Vantagepoint Aggressive Opportunities Fund shall in all instances be conducted
subject to the supervision and direction of the Board of Directors of the
Vantagepoint Funds.
(d) Voting. Unless otherwise instructed by Client, 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. Subadviser will
report annually to Client regarding such voting. Subadviser shall not render any
advice or take any action with respect to securities or other investments
presently or formerly held in the Account, or the issuers thereof, which become
the subject of any legal proceedings, including class actions and bankruptcies.
(e) Key Personnel. Subadviser 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 Subadviser must give Client
written advance notice, or prompt notice within three (3) business days, of the
name of the person designated by the Subadviser to replace or supplement the
individual(s). In addition, the Subadviser will give Client written notice of
the replacement of any employee of the Subadviser who has direct supervisory
responsibility for the key personnel or who has responsibility for setting
investment policy as soon as reasonably practicable.
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Key Personnel: Xxxxxx Xxxxxxxx
3. ACCEPTANCE OF APPOINTMENT
Subadviser accepts the appointment as an investment Subadviser 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 Subadviser under the
provisions of this Agreement.
4. INVESTMENT POLICIES
Investment Objectives. Subject to the supervision of the Fund's Board of
Directors and the Client, the Subadviser shall direct the investments of the
Account in accordance with the written investment objectives, policies, and
restrictions provided by Client, as set forth in 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 Subadviser. The Client retains the
right, on written notice to the Subadviser, to modify any such objectives,
guidelines, restrictions, and liquidity requirements in any manner at any time
as may be allowed pursuant to the 1940 Act.
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 Subadviser 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
Subadviser, it will promptly deliver the same over to the Custodian, in the name
of the Funds.
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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 Funds of cash or securities due to or from the Account. The
Subadviser will make all reasonable efforts to 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 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 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 expressly
authorized in this Agreement or as required by applicable law, regulation or
order of court 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 Funds. Subadviser
shall be entitled to retain originals or copies of records pursuant to the
requirements of applicable laws or regulations.
(b) Reconciliations. Subadviser shall reconcile security and cash
positions, and market values on a monthly basis to the Custodian's records and
report discrepancies to the Client by ten (10) business days after the end of
the month, or within three (3) days of receipt of the custodial statement,
whichever comes later.
(c) Loss Reimbursement. Subadviser shall reimburse the Account for any
material error to the Fund's net asset value caused by Subadviser's
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breach of its standard of care set forth in Section 12(a) that is a direct
cause of a delay in the accurate daily pricing of the Fund(s), provided such
loss was not the result of action or inaction of other service providers to the
Client or the Fund.
(d) 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 advisory agreement between Client and Subadviser with respect to
the assets of the Vantagepoint Aggressive Opportunities Fund.
(e) Other Reports on Request. Subadviser shall provide to Client
promptly upon request any information available in the records maintained by
Subadviser relating to the Account.
(f) Review of Materials. During the term of this Agreement, the Client
shall furnish to the Subadviser at its principal office all prospectuses,
statements of additional information, proxy statements, reports to shareholders,
advertising and sales literature or other material prepared for distribution to
Fund shareholders or the public, which refer to the Subadviser or its clients in
any way, prior to the use thereof, and the Client shall not use any such
materials if the Subadviser reasonably objects in writing within ten (10)
business days (or such other time as may be mutually agreed) after receipt
thereof. The Client shall ensure that materials prepared by employees or agents
of the Client or its affiliates that refer to the Subadviser or its clients in
any way are consistent with those materials previously approved by the
Subadviser as referenced in the preceding sentence.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers. Except to the extent otherwise instructed in
writing by Client in acting on behalf of the Fund, (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 applicable federal
securities laws, direct portfolio transactions for which Subadviser is
responsible to any broker that
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Client may see fit), Subadviser shall place all orders for the purchase and
sale of securities on behalf of the Client with brokers or dealers selected by
Subadviser, but not with a person affiliated with Subadviser, as the term
"affiliated person" is defined in the Investment Company Act of 1940 (hereafter
an "Affiliate"), unless the transaction is in compliance with Rules 17e-1 or
10f-3 under the 1940 Act, as applicable, and the Fund's policies and procedures
thereunder, copies of which shall be provided to Subadviser.
(b) Best Execution. In placing such orders, the Subadviser will give
primary consideration to obtaining the most favorable price and efficient
execution reasonably available under the circumstances. In evaluating the terms
available for executing particular transactions for Client and in selecting
brokers and dealers to execute such transactions, the Subadviser 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. Subadviser 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 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 or 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
and purchase orders of 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 Fund by Subadviser
represents Subadviser's evaluation that the Account is benefited by relatively
better purchase or sales prices, lower commission
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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 the Subadviser
in a manner the 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 the Subadviser 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.
(b) For purposes of this section 8 and Schedule C, all payments due to
Subadviser shall be solely made from the assets of the Vantagepoint Aggressive
Opportunities Fund, a portfolio of the Vantagepoint Funds.
(c) Pro Rata Fee. If the 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 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 Subadviser hereunder.
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 the Client. The services of
Subadviser to be provided to Client 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 members, Affiliates and employees, 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
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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. XXXXXXX XXXXXXX POLICIES AND CODE OF ETHICS
Subadviser 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 upon request, and any material
violation of such policies by personnel of the Subadviser who are "access
persons" with respect to the Account shall be reported to the Client.
11. 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 or Subadviser
12. LIABILITY
(a) In the absence of any gross negligence, malfeasance, or willful
violation of this Agreement, Subadviser 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 Subadviser reasonably believes to be in the best interests of the
Client or the Fund. 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.
(b) Client shall indemnify Subadviser against any liability, damages, or
expenses arising out of the negligence, malfeasance or violation of any
applicable law, regulation, or internal policy for which Client has the primary
responsibility of compliance and the responsibility for which has not been
specifically delegated to Subadviser.
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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 the Fund's Board of Directors, provided that in such event, continuance shall
also be approved by a vote 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.
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
material breach of any provision thereof by the party so notified 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 the
Client or by Client upon 30 days' written notice to Subadviser, 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
Subadviser's change in control as provided in Paragraph 19, upon the termination
of the Funds, or upon termination of Client's advisory agreement with 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) Subadviser hereby confirms to Client that Subadviser 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 Subadviser
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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 Investment Advisers Act of 1940, that it has
full power and authority to enter into this Agreement and that the execution of
this Agreement on behalf of Client has been fully authorized and, upon execution
and delivery, this Agreement will be binding upon Client in accordance with its
terms.
(c) The Vantagepoint Funds represent 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 promulgated thereunder
of the Internal Revenue Code.
16. 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 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: Xxxx Xxxxxxxxx, Legal Department
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
Subadviser:
Roxbury Capital Management, LLC
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx Xxxxxxxxxx 00000
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Attn: Xxxxxx Xxxxxxxx
Each party may change its address by giving notice as herein
required.
17. 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.
18. 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 Funds shareholders.
19. ASSIGNMENT AND CHANGE IN CONTROL
This Agreement shall automatically terminate in the event of its
assignment. Subadviser agrees to provide immediate written notice in the event
of a change in control. Such a change in control will entitle, but not require,
the Client to terminate the Agreement immediately or upon notice.
20. COUNTERPARTS
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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.
21. 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 and the 1 940 Act.
To the extent that the applicable laws of the State of Delaware conflict with
the applicable provisions of the 1 940 Act, the latter shall control.
CONFIDENTIAL INFORMATION
Any information or recommendations supplied by Subadviser which are not
otherwise in the public domain or previously known to Client in connection with
the performance of Subadviser's obligations hereunder, are to be regarded as
confidential and for use only by the Client, the Custodian or such persons the
Client may designate in connection with the Account. Nothing in this Agreement
shall be construed to prevent Subadviser from giving other entities investment
advice about, or trading on their behalf, in the securities of the Client.
However, Subadviser will maintain the strictest confidence with respect to any
financial or other information relating to the Client and not publicly disclosed
which it obtains in its capacity hereunder.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON March 16, 2001
and make it effective on the date set forth.
CLIENT SUBADVISER
Vantagepoint Roxbury Capital Management, LLC
Investment Advisers, LLC
by: by:
/s/ XXXXXX XXXXXX /s/ XXXXXX X. XXXXXXXX
------------------------------ -------------------------------
(signature) (signature)
Xxxxxx Xxxxxx, President (name, title) XXXXXX X. XXXXXXXX,
MANAGING DIRECTOR
Date: 3/16/01 Date: 3-16-2001
FUNDS
The Vantagepoint Funds
by:
/s/ XXXXXX XXXXXX
-----------------------------------
Xxxxxx Xxxxxx, President
Date: 3/16/01
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SCHEDULE A
THE VANTAGEPOINT FUNDS
AGGRESSIVE OPPORTUNITIES FUND
STATEMENT OF INVESTMENT POLICIES
These Investment Policies and Guidelines have been adopted by the Vantagepoint
Funds (the "Funds") to govern the management and administration of the
Aggressive Opportunities Fund by Vantagepoint Investment Advisors, LLC ("VIA").
They may be reviewed and revised at the discretion of the Directors of the
Vantagepoint Funds (the "Directors"). VIA is responsible for the monitoring and
appointment of subadvisers to handle the day-to-day investment of assets
assigned to them.
I. GENERAL DESCRIPTION AND GOALS
The Aggressive Opportunities Fund seeks high, long-term capital
appreciation by investing in a variety of flexible investment
approaches and techniques. Investments may include U.S. and foreign
equity securities, options, financial derivatives, and short selling.
II. STRUCTURE
The assets of the Aggressive Opportunities Fund shall be managed by
two or more subadvisers. The subadvisers may be retained to manage
separate accounts under discretionary investment advisory contracts.
Each subadviser will be selected for its individual investment
management expertise and each will operate independently of the
others. Each subadviser must either be registered with the Securities
and Exchange Commission (SEC) under the Investment Advisers Act of
1940 or a Bank, Insurance Company or Trust Company exempt as such from
registration.
Each subadviser shall exercise complete management discretion over
assets of the Fund allocated to its account in a manner consistent
with these Investment Policies and Guidelines and with such further
investment limitations and conditions as may be recommended by VIA and
approved by the Directors. subadvisers will be obligated to manage
Fund assets as if they were subject to the fiduciary duty of care that
applies under the Employee Retirement Income Security Act of 1974
(ERISA) governing pension and profit sharing assets.
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III. INVESTMENT STRATEGY
VIA shall select subadvisers that represent a variety of portfolio
management approaches and investment disciplines. These investment
approaches will be combined in a complementary manner to effectively
achieve the investment objective of the Fund. The Fund as a whole will
be more diversified than each individual subadviser's portfolio.
Investment strategies employed by the subadvisers included in the
Aggressive Opportunities Fund may include:
- equity securities of U.S. issuers including small and
micro-capitalization growth stocks,
- securities issued by companies that are "distressed" or "out
of favor",
- securities issued by foreign companies including companies
located in or doing business in emerging markets,
- commodities,
- securities of companies that fluctuate with the value of
commodities such as precious metals,
- short selling,
- purchasing and writing options,
- futures contracts, and
- leverage.
Certain of the above strategies are not permitted or their use is
limited under the Investment Guidelines for the individual
subadvisers.
IV. PERFORMANCE BENCHMARKS
Performance benchmarks will be established for the Fund. These
benchmarks will be recommended by VIA and adopted by the Directors and
will be reviewed and revised as appropriate from time to time. The
current performance benchmarks for the Fund are appended to this
document as Exhibit I.
V. DIRECTOR REVIEW
VIA will report periodically to the Directors on performance of the
Fund against benchmarks and on subadviser results and will evaluate
for the Directors the overall performance of the Fund relative to its
objectives. The Directors will consider such reports and other
relevant factors in appraising the investment objectives and
performance of the Fund.
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INVESTMENT GUIDELINES
I. ELIGIBLE INVESTMENTS
A. EQUITY SECURITIES: U.S. and Non-U.S. common stock, preferred
stock, common stock equivalents (units of beneficial
interest), American Depository Receipts, convertible preferred
stocks, warrants, and other rights.
B. CASH/CASH EQUIVALENTS: Fixed income obligations with maturity
less than one year, or short-term accounts or securities
managed by a custodian institution.
C. FIXED INCOME: Fixed income and convertible fixed income
securities with maturities greater than one year.
D. FINANCIAL FUTURES: Equity index futures.
E ELIGIBLE PRACTICES: There are no restrictions on subadvisers
as to the following:
- Portfolio turnover.
- Realized gains and losses.
F. ELIGIBLE INVESTMENT LIMITS
MINIMUM NORMAL RANGE MAXIMUM
------- ------------ -------
U.S. equity securities 65% 80-100% 100%
Non-U.S. equity securities 0% 0-10% 20%
Cash and cash equivalents 0% 0-20% 35%
Fixed income securities 0% 0-5% 25%
except derivatives
Convertible securities 0% 5-15% 25%
II. PROHIBITED PRACTICES AND SECURITIES
A. Securities for which there is no established trading market.
B. Securities issued by the subadvisers of the Fund or their
affiliates.
C. General partner interests.
D. Direct investments in oil, gas, or other mineral exploration
or development programs.
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EXHIBIT I
TO THE
STATEMENT OF INVESTMENT POLICIES AND GUIDELINES OF
THE AGGRESSIVE OPPORTUNITIES FUND
MARCH 16, 2001
The following standards will be used to measure the performance of the
Aggressive Opportunities Fund:
A. BENCHMARKS
1. The performance benchmark for the Fund is the WILSHIRE 4500
INDEX. This benchmark will be used to measure the Fund's
performance net of subadviser fees.
2. A peer group benchmark for the Fund will consist of mutual funds
with characteristics similar to the Fund. The peer group will be
used to measure the Fund's performance relative to other funds
with a similar investment approach. The peer group benchmark will
measure Fund performance net of all fees and expenses except for
the plan administration fee.
3. The Lipper Capital Appreciation Index, selected by Lipper
Analytical Services, will serve as the performance benchmark for
participant returns, net of all fees and expenses. In assessing
performance against this benchmark, it will be taken into
consideration that Lipper Analytical Services may change the
composition of the Index.
B. TIME HORIZON
The time horizon for performance measurement will be one, three, and
five years.
One Year:
Performance relative to any benchmark established for the Fund will vary
widely over one-year periods; such variance over short time periods is
expected and acceptable. However, if such variance is determined to be
caused by systemic issues, action may be appropriate.
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Three and Five Years:
Performance of the Fund should track market and universe benchmarks more
closely as the evaluation period lengthens. The ideal performance
objective for the Aggressive Opportunities Fund is to exceed the returns
of all relevant benchmarks; however, shortfalls over various time
periods should be expected in some cases. Underperformance against a
single benchmark over an extended period may be acceptable, particularly
if other benchmarks have been exceeded.
C. INVESTMENT CHARACTERISTICS
The Fund may have investment characteristics which differ from the
general market, as measured by the Standard & Poor's 500 Index.. Because
of the broad mandate given to the subadvisers in the Aggressive
Opportunities Fund, investment characteristics may be expected to vary
widely. For the total Fund, these would include, but are not limited to:
CHARACTERISTIC RELATIVE TO S&P 500 INDEX
Beta Higher
Capitalization Lower
Dividend Yield Lower
Hist. 5 year EPS Growth Higher
Price to Earnings Ratio Higher
Standard Deviation Higher
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SCHEDULE B
VANTAGEPOINT INVESTMENT ADVISERS, LLC
AGGRESSIVE OPPORTUNITIES FUND
INVESTMENT GUIDELINES
FOR
ROXBURY CAPITAL MANAGEMENT
MARCH 16, 2001
Roxbury Capital Management LLC pursues high quality, growth companies that trade
at a reasonable price. In general, companies selected are expected to grow their
earnings on a sustainable basis at a rate of 15% or more per year, have
experienced management, and a business that can continue to grow in a variety of
market environments. Valuation tools, including price-to-earnings and cash flow,
are used to attempt to avoid overpaying for growth. Portfolio holdings are
concentrated (40-50 stocks).
ELIGIBLE INVESTMENTS
A. EQUITY SECURITIES: Common stock, preferred stock, common stock
equivalents (units of beneficial interest), American Depository
Receipts, convertible preferred stocks, warrants, and other
rights.
B. CASH/CASH EQUIVALENTS: Fixed income obligations with maturities
less than one year, or short term accounts or securities managed
by the custodian institution.
C. FIXED INCOME: Fixed income and convertible fixed income
securities with maturities greater than one year.
D. ELIGIBLE INVESTMENT LIMITS:
MINIMUM NORMAL RANGE MAXIMUM
------- ------------ -------
U.S. Equity securities 80% 90%-100% 100%
Non-U.S. Equity securities 0% 0%-5% 10%
(must be listed and traded in U.S.)
Cash and cash equivalents 0% 0%-10% 15%
Fixed income securities 0% 0%-5% 10%
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II. PROHIBITED PRACTICES AND SECURITIES
A. Short sales.
B. Options.
C. Commodities (including financial futures).
D. Securities for which there is no established trading market.
E. Securities not listed and traded in the U.S.
F. Margin purchases and other forms of borrowing; granting of
pledges or other security interests in assets of the portfolio;
use of futures to obtain market leverage.
G. Securities offered by the Adviser or its affiliates.
H. General partner interests.
I. Direct investments in oil, gas, or other mineral exploration or
development programs.
J. Direct investments in real estate or interests in real estate;
this does not preclude investment in purchases of securities of
real estate investment trusts and other companies holding real
estate or interests in real estate.
K. Acquisition of securities of an issuer that would cause more than
5% of the portfolio at the time of purchase to be invested in
such securities.
L. Acquisition of more than 5% of the outstanding stock of any
issuer.
M. Acquisition of securities that would cause exposure to a single
industry to exceed 25% of the portfolio at the time of purchase.
N. Commingled and registered mutual funds.
Exceptions to the above listed eligible investments and prohibited
securities or practices may be permitted with prior consent from VIA.
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III. SECURITIES AND PRACTICES NOT OTHERWISE MENTIONED
Any securities or practices not enumerated in Section I or Section II of
these Investment Guidelines may be acquired or employed, as the case may
be, but only if explicitly approved in advance by VIA.
IV. PERFORMANCE BENCHMARK AND MONITORING CRITERIA
The standards outlined in this section are subject to review by VIA as
and when appropriate.
A. PERFORMANCE BENCHMARKS
The market benchmark for measuring investment performance for the
Adviser is the WILSHIRE 4500 INDEX. The Adviser is expected to
outperform the benchmark net of Adviser fees over rolling three
and five-year periods.
B. PEER GROUPS
VIA will develop an appropriate peer group against which to
compare investment performance. The peer group will consist of
other managers with a similar investment approach. The managers
within the peer group will be reviewed periodically for
consistency of style and may be changed as and when deemed
appropriate by VIA. Such changes will be communicated to the
Adviser.
1. The peer group will consist primarily of mutual funds,
however separate account managers may be included.
2. VIA will track relative net-of-fee performance quarterly and
evaluate performance on a trailing one, three and five-year
basis.
3. VIA will compare the Adviser's net performance with the
one-year mean return of the peer group.
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SCHEDULE C
VANTAGEPOINT INVESTMENT ADVISERS, LLC
VANTAGEPOINT AGGRESSIVE OPPORTUNITIES FUND
FEE SCHEDULE
FOR
ROXBURY CAPITAL MANAGEMENT, LLC
The Advisor's quarterly fee shall be calculated based on the average
daily net assets value of the assets under management as provided by
the Custodian, based on the following annual rate.
First $ 20 million 0.75 percent
Next $ 130 million 0.65 percent
Next $ 100 million 0.60 percent
Over $ 250 million 0.55 percent
