INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of May 1, 2010
(the "Effective Date"), by and between Vantagepoint Investment Advisers, LLC,
a Delaware limited liability company (hereafter "Client"), and Wellington
Management Company, LLP, a Massachusetts Limited Liability Partnership
(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 Aggressive
Opportunities 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 prior to
the date on which such amendments or related filings are made with the Securities
and Exchange Commission ("SEC") or other regulatory body or are otherwise effective.
(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 the individual is 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 the individual. 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: Xxxxxx X. Xxxxxxxxxx
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 and provided
to Subadviser in writing. 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").
(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, 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.
Notwithstanding the foregoing, the Client acknowledges that
Subadviser is not a pricing vendor for the Fund and does
not have responsibility for determining the market value
of any asset in the Account,
provided however that in response to the Client's request,
the Subadviser shall provide
information regarding an asset in the Account, which may
be used in determining its
fair market value for purposes of calculating the Fund's net asset value.
(c) Reconciliations. On a weekly basis,
Subadviser shall provide to Custodian and to the Client a
report of the Account's portfolio holdings and market
values and the prices assigned to such holdings as maintained
and recorded for the Subadviser's internal purposes and not
for the purpose of calculating the Account's
net asset value. In addition and as needed, Subadviser
shall respond to reasonable inquiries relating to the
pricing of specific Account holdings as provided to
Subadviser by the Custodian. On an ongoing basis,
Subadviser, through its fair
value process as defined and described in the
Subadviser's Pricing Policies and
Procedures, monitors market developments for significant
events, including 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.
On a monthly basis, Subadviser
shall reconcile security and cash positions, and market
values to the Custodian's records
and provide a report that includes any 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 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.
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 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 and Subadviser will use best
efforts to follow
such directions in accordance with its Policy and Procedures on Brokerage
Practices), 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 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 partners, 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 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. Subadviser
shall furnish the Board of Directors of The Vantagepoint Funds with any
written reports required under Rule 17j-1.
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 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, 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.
Subadviser will notify the Client of any additions to or withdrawals of
partners of Sub-Adviser within a reasonable time after such additions or
withdrawals.
(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) 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
Subadviser:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Services
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. 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 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.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
April 7, 2010 and make it effective on the date first set forth at the
beginning of this Agreement.
Client Subadviser
Vantagepoint Investment Advisers, LLC Wellington Management Company, LLP
by: by:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
Assistant Secretary Senior Vice President
ICMA Retirement Corporation
Approved by: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Chief Investment Officer
Vantagepoint Investment Advisers, LLC
Fund
The Vantagepoint Fund, on behalf of the Vantagepoint Aggressive Opportunities Fund
by:
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Secretary
Approved by: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Chief Investment Officer
Vantagepoint Investment Advisers, LLC
Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
Fee Schedule
For
Wellington Management Company, LLP
Vantagepoint Aggressive Opportunities Fund
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 0.425 percent
Next $275 million 0.400 percent
Over $325 million 0.375 percent
20940986.2
Exhibit (d)(119)
