Exhibit d(82)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of October 26, 2007 (the
"Effective Date"), by and between VANTAGEPOINT INVESTMENT ADVISERS, LLC, a
Delaware limited liability company (hereafter "Client"), and MELLON CAPITAL
MANAGEMENT CORPORATION, a Delaware 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 Diversified Assets 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 one business day of the date on which such
amendments or related filings are made with the Securities and Exchange
Commission or other regulatory body, and within a reasonable time period before
such amendments are effective.
(b) Purchase and Sale of Commodity Futures Contracts. Client hereby grants
Subadviser discretion and authority with respect to the Account to purchase,
sell, trade or otherwise enter into transactions involving financial futures or
options, provided that such purchase, sales, trades and transactions are
permitted under the 1940 Act and the rules, regulations and interpretations
thereunder and are consistent with the Fund's prospectus and statement of
additional information, the written investment objectives, policies procedures,
guidelines, restrictions and liquidity requirements of The Vantagepoint Funds
and the Fund, The Vantagepoint Fund's compliance policies, guidelines and
procedures and any additional investment guidelines and policies that may be
communicated by the Client to the Subadviser, as described in Section 4 of this
Agreement.
(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
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.
(d) Proxy Voting. Unless such power is expressly retained by Client or The
Vantagepoint Funds in writing, 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 annually 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
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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.
(e) 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 three (3) business days after Subadviser
first learns of such inability, of the name of the person designated by
Subadviser to replace or supplement these individuals. In addition, Subadviser
shall give Client written notice of the replacement of any employee of
Subadviser who has direct supervisory responsibility for the key personnel or
who has responsibility for setting investment policy as soon as reasonably
practicable.
Key Personnel: Xxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
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
investment transactions for the Client with respect to the investments of 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 sufficient prior 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. Client represents and warrants to Subadviser that, should Subadviser
comply with the Client's investment guidelines and policies
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described above (including the use of derivatives), that such investment
guidelines and policies comply with the 1940 Act and The Vantagepoint Fund's
prospectus.
(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 Securities and Exchange Commission on Form N-1A
("Registration Statement"). The Registration Statement is hereby incorporated by
reference and made a part of this Agreement. The Client shall give written
notice to the Subadviser of any amendments to the Registration Statement, which
amendments, upon their receipt by Subadviser, shall be binding on Subadviser.
However, Subadviser shall only be required to adhere to such specific provisions
of the Registration Statement and any amendments thereto, that are applicable to
Subadviser and the Account and solely to the extent copies of such specific
provisions have been provided and described to Subadviser by Client.
(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. The Custodian, as designated by
Client will be responsible for the custody, receipt and delivery of securities
and other assets of The Vantagepoint Funds (including the Account), and
Subadviser shall have no authority, responsibility or obligation with respect to
the custody, receipt or delivery of securities or other assets of The
Vantagepoint Funds (including the Account). In the event that any cash or
securities of The Vantagepoint Funds are delivered to Subadviser, it will
promptly deliver the same over to the Custodian, in the name of The Vantagepoint
Funds, as permitted by applicable law. Client shall be responsible for all
custodial arrangements, including the payment of all fees and charges to
Custodian. Subadviser shall not be responsible or liable for any act or omission
of Custodian.
(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 that are required to be
maintained in accordance with good practice, applicable federal and state
securities laws, including the 1940 Act, and including records with respect to
the acquisition, holding and disposition of securities for Client in accordance
with applicable laws and rules and such
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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,
as may be required by applicable law, rule or as requested by regulatory
authorities having jurisdiction over a party to this Agreement or other auditors
or as directed by other party in writing, Subadviser and Client shall keep
confidential the records and other information obtained by reason of this
Agreement. Upon termination of this Agreement, Subadviser shall promptly, upon
demand, return to Client all records Client reasonably believes are necessary in
order to discharge its responsibilities to The Vantagepoint Funds. Subadviser
shall be entitled to retain originals or copies of records pursuant to the
requirements of applicable laws or regulations.
(b) Quarterly Valuation Reports. Subadviser shall use its best efforts to
provide to Client within ten (10) business days after the end of each calendar
quarter a statement of the fair market value of the Account as of the close of
such quarter together with an itemized list of the assets in the Account, as
that information is reported on Subadviser's record keeping system.
(c) Reconciliations. On a daily basis, Subadviser shall review reports of
the Account's portfolio holdings as provided to Subadviser by the Custodian and
shall report as promptly as possible to the Custodian and to Client any
discrepancies between the holdings of the securities in the Account and the
prices that Subadviser believes should be assigned to them. On a monthly basis,
Subadviser shall reconcile security and cash positions, and market values to the
Custodian's records and report discrepancies to Client within ten (10) business
days after the end of the month, or within three (3) business days of receipt of
the custodial statement, whichever comes later.
(d) Loss Reimbursement. Subadviser shall reimburse the Account for any
material error 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 such loss
was not the result of the action or inaction by other service providers to
Client or the Fund. In managing the Account, Subadviser shall act with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims.
(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
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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 Subadviser at its principal office the portions of prospectuses,
statements of additional information, registration statements, 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 in any way, prior to the first use thereof, and Client shall not use
any such materials if Subadviser reasonably objects in writing within ten (10)
business days (or such other time as may be mutually agreed) after receipt
thereof. Client shall ensure that all materials described in this Section 6(g)
prepared by employees or agents of Client or its Affiliates that refer to
Subadviser in any way are consistent with materials previously approved by
Subadviser as referenced in the preceding sentence.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers and Dealers. Except to the extent otherwise
instructed in writing by Client 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 other
applicable federal securities laws and rules, direct Fund portfolio transactions
for which Subadviser is responsible to any broker-dealer that Client may
designate, provided that such designation is consistent with best execution as
described below), 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-
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dealers and the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by
such broker-dealers. Subadviser is authorized to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
transaction which is in excess of the amount of commission another broker-dealer
would have charged for effecting that transaction if Subadviser determines in
good faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer in discharging
responsibilities with respect to the Account or to other client accounts as to
which it exercises investment discretion.
(c) Bunching Orders. Client agrees that Subadviser may aggregate sales or
purchase orders for the Account with similar orders being made simultaneously
for other accounts managed by Subadviser, if in Subadviser's reasonable judgment
such aggregation shall result in an overall economic benefit or more efficient
execution to the Account taking into consideration the advantageous selling or
purchase price, brokerage commission and other expenses. Client acknowledges
that the determination of such economic benefit to the Account by Subadviser
represents Subadviser's evaluation that the Account is benefited by relatively
better purchase or sales prices, lower commission expenses and beneficial timing
of transactions or a combination of these and other factors. In such event,
allocation of the securities so purchased or sold, as well as expenses incurred
in the transaction, will be made by Subadviser in a manner Subadviser considers
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 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. 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
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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 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 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 reasonable request, copies of its policies and
procedures for compliance by the Subadviser and the Fund with the Federal
Securities Laws as defined in Rule 38a-1 under the 1940 Act and promptly provide
the CCO with copies of any material changes to those policies and procedures.
The Subadviser shall fully cooperate with the CCO as to facilitate the CCO's
performance of his/her responsibilities under Rule 38a-1 to review, evaluate and
report to The Vantagepoint Funds' Board of Directors on the operation of the
Subadviser's compliance policies and procedures and shall promptly report to the
CCO any "Material Compliance Matter" as defined by Rule 38a-1(e)(2). At 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 material 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 material 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.
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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) Subadviser shall not be responsible nor liable for any losses to the
Account or Fund resulting from nationalization, expropriation, devaluation,
seizure, or similar action by any governmental authority, de facto or de jure;
or enactment, promulgation, imposition or enforcement by any such governmental
authority of currency restrictions, exchange controls, levies, or other changes
affecting the securities and other property; or act of war, terrorism,
insurrection or revolution; or acts of God; or any other similar event beyond
the control of Subadviser or its agents. This Section shall survive the
termination of this Agreement.
(c) Client shall indemnify Subadviser against any loss, liability, damages,
costs or expenses caused by the negligence or malfeasance of Client or violation
of any applicable law, rule or internal policy for which Client has the primary
responsibility of compliance and the responsibility for which has not been
specifically delegated to Subadviser.
14. TERM
This Agreement shall be in effect for an initial term beginning on the
Effective Date and ending on February 28, 2009. This Agreement may be renewed
thereafter for successive periods, the length of which shall be determined by
the Board of Directors of The Vantagepoint Funds, provided that such renewal is
specifically 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
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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.
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.
(c) 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.
(d) Client acknowledges receipt of Part II of Subadviser's Form ADV.
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, Xxx. 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
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SUBADVISER:
Mellon Capital Management Corporation
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Manager of Client Service
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 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, and the 1940 Act. 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.
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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 and for use only by the party to
which said information has been communicated, the Custodian or such persons the
Client may designate in connection with the Account ("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 expressly set forth herein; as may be required by applicable law or
rule, requested by an auditor or examiner, or compelled by a judicial or
regulatory authority having competent jurisdiction over the party; or as
specifically agreed to in writing by the other party to which the Confidential
Information pertains. Further, no party may trade in any securities issued by
another party while in possession of material non-public information about that
party. Lastly, the Subadviser may not consult with any other sub-advisers of the
Fund about transactions in securities or other assets of the Fund, except for
purposes of complying with the 1940 Act or Securities and Exchange Commission
rules or regulations applicable to the Fund. Nothing in this Agreement shall be
construed to prevent the Subadviser from lawfully giving other entities
investment advice about, or trading on their behalf in, the shares issued by the
Fund or securities or other assets held or to be acquired by the Fund.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
_________________, 2007 and make it effective on the date first set forth at the
beginning of this Agreement.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC Mellon Capital Management Corporation
by: by:
------------------------------------- ----------------------------------------
(signature) (signature)
------------------------------------- ----------------------------------------
Xxxxxx Xxxxxx, Secretary (name, title)
Approved by:
------------------------
[name; title]
FUND
The Vantagepoint Fund, on behalf of the Vantagepoint Diversified Assets Fund
by:
-------------------------------------
Xxxxxx Xxxxxx, Secretary
Approved by:
------------------------
[name; title]
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
MELLON CAPITAL MANAGEMENT CORPORATION
DIVERSIFIED ASSETS FUND
The Subadviser's quarterly fee shall be calculated based on the average daily
net asset value of the assets allocated and assigned, at Client's discretion, to
the Subadviser for management, as notified to the Subadviser by the Client or
the Custodian, based on the following annual rate.
0.65 percent (sixty-five basis points)
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