EXHIBIT 99.22(d)(48)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of May 18, 2001, by and
between Vantagepoint Investment Advisers, LLC,a Delaware limited liability
company (hereafter "Client"), and X.XXXX PRICE ASSOCIATES, INC., 000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxx, XX 00000 (hereafter "Subadviser"), and THE VANTAGEPOINT
FUNDS, a Delaware business trust, and is effective as of May 21, 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 "l940 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 Growth & Income Fund
which the Client determines to assign to an account with the 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 reasonable notice to the Subadviser, make additions
to the Account and may, upon reasonable 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) 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 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.
(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
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 Growth & Income Fund shall in all instances be conducted subject to
the supervision and direction of the Board of Directors of The Vantagepoint
Funds.
(c) 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.
(d) 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.
Key Personnel: Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
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
(a) 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 A, 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.
(b) Agreement. The Subadviser will adhere to all specific provisions
established in the Agreement and in the Registration Statement as filed with the
Securities and Exchange
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Commission on Form N-1A ("Registration Statement), which is hereby incorporated
by reference and made a part of this Agreement, provided Client has furnished
copies of such Registration Statement, and any amendments thereto to Subadviser
in a timely manner.
(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. 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.
(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 10:00 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) provided the broker has also affirmed the trade.
(c) Tri-Party Agreement. The Subadviser is authorized to enter into
Tri-Party Repurchase Agreements and sign the standard PSA tri-party agreement
(the "Tri-Party Agreement") on behalf of the Client and the subcustodian
thereunder is authorized to act as a subcustodian for the Account's assets
involved in any tri-party repurchase agreement pursuant to such Tri-Party
Agreement.
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.
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(b) Quarterly Valuation Reports. Subadviser shall use best efforts to
provide to the 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 recordkeeping system.
(c) Reconciliations. Subadviser shall reconcile security and cash
positions, and market values on a monthly basis to the Fund Accountant's records
and report discrepancies to the Client by 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 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.
(e) Reports. Subadviser shall furnish Client and the Board of Directors of
The Vantagepoint Funds such periodic and special reports and non-propnetary 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 Growth & Income Fund.
(f) 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.
(g) 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 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
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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 and in accordance with
applicable law. 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 Subadvisers reasonable judgment such
aggregation shall result in an overall economic benefit or more efficient
execution to the Account taking into consideration the advantageous 1 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 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 B hereto.
(b) For purposes of this section 8 and Schedule B, all payments due to"
Subadviser shall be solely made from the assets of the Growth & Income 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 on the day 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.
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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 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
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, and any violation of such
policies by personnel of the Subadviser who are "access persons" with respect to
the Account shall be reported to the Client annually. In addition, Subadviser
shall certify its compliance with such policies to Client quarterly.
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 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) 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:
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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:
X.Xxxx Price Associates, Inc.
Attn: Xxxxx X. Xxxxxxx, Managing Director and
Chief Legal Counsel
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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 as defined in the Investment Company Act of 1940. 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
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.
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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 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.
22. CONFIDENTIAL INFORMATION
Any information or recommendations supplied by either party to this
agreement which are not otherwise in the public domain or previously known to
the other party in connection with the performance of obligations hereunder, 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. 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,
each party will maintain the strictest confidence with respect to any financial
or other information relating to the other party and not publicly disclosed
which it obtains in its capacity hereunder and will not disclose it to third
parties unless requested by a regulatory authority or otherwise required by law.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON May _____, 2001
and make it effective on the date set forth.
CLIENT SUBADVISER
VANTAGEPOINT X. XXXX PRICE ASSOCIATES, INC
INVESTMENT ADVISERS, LLC
by: by:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------------ ---------------------
(signature) (signature)
Xxxxxx Xxxxxx, President Xxxxxxx X. Xxxxxx, Vice President
Date: May 18, 2001 Date: May 18, 2001
FUNDS
THE VANTAGEPOINT FUNDS
by:
/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx, President
Date: May 18, 2001
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
GROWTH & INCOME FUND
INVESTMENT GUIDELINES
FOR
X.XXXX PRICE ASSOCIATES, INC.
LARGE-CAP BLUE CHIP GROWTH
MAY _____, 2001
These Investment Guidelines refer to the portion of the Vantagepoint Growth &
Income Fund managed by X.Xxxx Price Associates, Inc. Investment Guidelines for
the Fund are an integral part of these guidelines.
In its Large-Cap Blue Chip Growth strategy, X.Xxxx Price uses fundamental
research to identify growing companies in growing industries and then constructs
a diversified portfolio. This approach produces a portfolio of growth stocks
with controlled risk.
The Subadviser must comply with the Fund Investment Guidelines (see Schedule A)
except where noted in the sections that follow: I. Eligible Investments and II.
Prohibited Practices and Securities.
I. ELIGIBLE INVESTMENTS
A. Equity Securities: Common stock, preferred stock, common stock
equivalents (units of beneficial interest), American Depository
Receipts and other Non-U.S. equity securities (either dollar or
non-dollar denominated), convertible preferred stocks, warrants, and
other rights.
B. Cash/Cash equivalents: High-grade fixed income obligations with
maturities less than one year, or short-term accounts or securities
managed by the Subadviser or custodian institution.
C. Fixed Income: Fixed income and converfible fixed income securities
with maturities greater than one year.
D. Financial Futures: Futures are not permitted.
E. Eligible Practices: There are no restrictions on subadvisers as to
the following:
- Portfolio turnover
- Realized gains and losses
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F. Eligible investment limits:
MINIMUM NORMAL RANGE MAXIMUM
------- ------------ -------
U. S. equity securities 65% 80%-100% 100%
Non-U.S. equity securities 0% 0-5% 10%**
(Defined as the security of a company headquartered outside the U.S.)
Cash and cash equivalents 0% 0%- 10% 20%
U.S. Fixed income securities 0% 0%- 10% 20%
(excluding convertibles)
[**Non-U.S. securities that are neither listed nor traded in the U.S. cannot
exceed 5%]
II. PROHIBITED PRACTICES AND SECURITIES
A. Short sales.
B. Options.
C. Commodities.
D. Securities for which there is no established trading market.
E. 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.
F. Securities issued by the Subadviser or its affiliates.
G. General partner interests.
H. Direct investments in oil, gas, or other mineral exploration or
development programs.
I. 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.
J. Acquisition of securities that would cause exposure to a single
industry to exceed 25% of the portfolio at the time of purchase.
K. In the absence of prior consent of VIA, acquisition of securities of
an issuer that would cause more than 5% of the portfolio to be
invested in such securities.
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L. In the absence of prior consent of VIA, acquisition of more than 5%
of the outstanding stock of any issuer.
M. Commingled funds and registered, open-ended mutual funds.
Exceptions to the above listed eligible investments and prohibited
securities or practices may be permitted with prior consent from VIA.
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
[Note: The standards outlined in this section are subject to review by VIA as
and when appropriate.]
A. Performance Benchmarks
Two benchmarks are used to track the advisors relative performance:
1. The Lipper Large-Cap Growth Index is used to evaluate
performance relative to the average of similar mutual funds.
2. The S&P 500 Index is used to measure performance relative to a
market benchmark of stocks.
The Subadviser is tracked over one-, three- and five-year
periods with the expectation that the Subadviser will
outperform the benchmark (net of Subadviser fees).
B. Peer Group
VIA will also compare investment performance to a peer group of other managers
with similar investment approaches.
VI A tracks the Subadviser's net performance over one-, three- and five-year
periods with the expectation that the Subadviser will outperform the median
return of the peer group for all periods.
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SCHEDULE B
VANTAGEPOINT INVESTMENT ADVISERS, LLC
VANTAGEPOINT GROWTH & INCOME FUND
FEE SCHEDULE
FOR
X.XXXX PRICE ASSOCIATES, INC.
LARGE-CAP BLUE CHIP GROWTH
The Subadviser's quarterly fee shall be calculated based on the value of the
average daily net assets of the Account as provided by the Custodian, based on
the following annual rate.
First $ 500 million 0.400 percent
Over $ 500 million 0.375 percent
The Client will provide a worksheet showing the Subadviser's portion of the
Fund's average daily net assets and the calculation of the Subadviser's
investment management fee with the payment.
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