INVESTMENT SUBADVISORY AGREEMENT
DRAFT
This
Investment Subadvisory Agreement
is made as of __________, 2007 (the “Effective Date”), by and between
Vantagepoint Investment Advisers, LLC, a Delaware limited liability company
(hereafter "Client"), and Xxxxxxx Xxxxx Asset Management, L.P., a Delaware
limited 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 Select Value 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 5 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 a reasonable time period from the date on which
such amendments or related filings are made with the Securities and Exchange
Commission (the “SEC”) or other regulatory body.
(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 (the “1933
Act”) 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 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 Xxxxx
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3.
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DUTIES
OF CLIENT
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Client
has furnished Subadviser with copies of each of the following documents and
will
promptly furnish to Subadviser at its principal office all future amendments
and
supplements to such documents, if any:
(a)
The Declaration of Trust of the Fund, as filed with the State of Delaware,
as in
effect on the date hereof and as amended from time to time (“Declaration of
Trust);
(b)
The by-laws of the Fund as in effect on the date hereof and as amended from
time
to time (“By-Laws”);
(c)
Certified resolutions of the Board of Directors of The Vantagepoint Funds
(“Board”) authorizing the appointment of Client and Subadviser and approving the
form of the Master Investment Advisory Agreement and this Agreement;
(d)
The Fund’s Registration Statement under the 1940 Act and the 1933 Act on Form
N-1A, as filed with the SEC relating to the Fund and its shares as amended
to
date (“Registration Statement”);
(e)
The Notification of Registration of the Fund under the 1940 Act on Form N-8A
as
filed with the SEC and any amendments thereto;
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(f)
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The
Fund’s most recent prospectus;
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(g)
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Copies
of reports made by the Fund to its shareholders; and
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(h)
Copies of any relevant Fund policies or guidelines established by Client or
Board that relate to the services provided by Subadviser hereunder.
Client
shall furnish Subadviser with any further documents, materials or information
that Subadviser may reasonably request to enable it to perform its duties
pursuant to this Agreement.
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4.
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ACCEPTANCE
OF APPOINTMENT
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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.
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5.
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INVESTMENT
POLICIES
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(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 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 Fund’s Registration Statement as it may
be amended and updated from time to time and filed with the Securities and
Exchange Commission on Form N-1A. The Registration Statement is
hereby incorporated by reference and made a part of this Agreement.
(c)
Conflict in Policies. If a conflict in policies or guidelines referenced herein
occurs, the Registration Statement shall govern for purposes of this
Agreement.
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6.
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CUSTODY,
DELIVERY, RECEIPT OF SECURITIES
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(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).
7.
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.
(c) Reconciliations. On
a daily basis, Subadviser shall review reports of the Account’s portfolio
holdings as made available to Subadviser by the Custodian and shall report
as
promptly as possible on the same business day to the Custodian and to Client
any
discrepancies between the prices assigned to the securities in the Account
and
the prices that Subadviser believes should be assigned to them. On an
ongoing basis, Subadviser shall monitor market developments for significant
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 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 error to
the Fund’s net asset value amounting to one cent per share or more, in
accordance with The Vantagepoint Funds’ NAV Error Correction Policy in effect at
such time, 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. Subadviser shall not be required to reimburse the Account
for errors resulting from or in any way arising out of force majeure or other
events beyond the control of the Subadviser, including without limitation any
failure, default or delay in performance resulting from computer or other
electronic or mechanical equipment failure, unauthorized access, strikes,
failure of common carrier or utility systems, severe weather or breakdown in
communications not reasonably within the control of the Subadviser or other
causes commonly known as “acts of god”, whether or not any such cause was
reasonably foreseeable. Client must give Subadviser prompt written
notice of any modification to the NAV Error Correction Policy.
(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 ensure
that
all 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, prepared by employees or agents of
Client or its affiliates are consistent with information previously 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 7(g).
8.
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), 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.
9.
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 9 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.
10.
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 directors, members, Affiliates
or
employees acquire or dispose of such a position for its or their own accounts
or
for the account of another client.
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11.
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COMPLIANCE
POLICIES AND
PROCEDURES
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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.
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12.
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XXXXXXX
XXXXXXX POLICIES AND CODE
OF ETHICS
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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 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 issues
arising under such policies shall be reported to Client and The Vantagepoint
Funds.
13.
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.
14.
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.
15.
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).
16.
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 22, (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.
17.
REPRESENTATIONS
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.
The
Fund
and the Client each represent, warrant,
and agree, with respect to themselves, as follows:
(a) Client
(i) is registered with the
Securities and Exchange Commission under the Advisers Act and will continue
to
be so registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue to seek to
meet
for so long as this Agreement remains in effect, any other applicable federal
or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement, and (iv) will immediately notify Subadviser
of
the occurrence of any event that would disqualify Client from serving as an
investment adviser to an investment company pursuant to Section 9(a) of the
1940
Act or otherwise.
(b) The
Fund and the
Client each agree that the Subadviser shall have no responsibility or liability
arising out of any non-compliance by the Fund or the Client with anti-money
laundering regulations. The Fund represents and warrants that it has
implemented an anti-money laundering program and a customer identification
program (“CIP”) that each comply with the requirements of applicable law,
including the Bank Secrecy Act and U.S.A. PATRIOT Act of 2001 and the
regulations promulgated thereunder.
(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.
(d) The
Fund has policies and
procedures designed to detect and deter disruptive trading practices, including
“market timing".
18.
USE OF MARKS
It
is understood that the name
“Xxxxxxx, Xxxxx & Co.” or “Xxxxxxx Sachs” or any derivative thereof, and any
trade name, trademark, trade device, service xxxx, symbol or logo associated
with those names, are the valuable property of the Subadviser or its affiliates
and that the Client has the right to use to such name (or derivative or logo),
in offering materials or promotional or sales-related materials of the Fund,
only with the prior written approval of the Subadviser, such approval not to
be
unreasonably withheld, and only during the term of this
Agreement. Notwithstanding the foregoing, the Subadviser’s approval
is not required when (i) previously approved materials are re-issued with minor
modifications, (ii) the Client and Subadviser identify materials which they
jointly determine do not require the Subadviser’s approval and (iii) used as
required to be disclosed in the registration statement of the
Fund. Upon termination of this Agreement, the Fund and the Client
shall forthwith cease to use such name (or derivative or logo). This
section will survive any termination of this Agreement.
19.
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:
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Client
and Funds:
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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
Subadviser:
Xxxxxxx
Xxxxx Asset Management,
L.P.
00
Xxx Xxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxx
Xxxxxxxxx
Fax:
(000) 000-0000
Each
party may change its address by giving notice as herein required.
20.
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.
21.
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.
22.
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.
23.
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.
24.
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.
25.
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 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.
20839526.3
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
|
Xxxxxxx
Xxxxx Asset Management, L.P.
|
|
by:
|
by:
|
|
(signature)
|
(signature)
|
|
Xxxxxx
Xxxxxx, Secretary
|
(name,
title)
|
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
|
Fund
|
|
|
The
Vantagepoint Fund, on behalf of the Vantagepoint Select Value Fund
|
|
|
by:
|
_______________________
Xxxxxx
Xxxxxx, Secretary
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
15
|
20839526.3
Schedule
A
VANTAGEPOINT
INVESTMENT ADVISERS, LLC
THE
VANTAGEPOINT FUNDS
Fee
Schedule
For
Xxxxxxx
Sachs Asset Management, L.P.
SELECT
VALUE 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
$ 200
million
0.40 percent
Next
$ 500
million
0.35 percent
Over
$ 700
million
0.32 percent
|
15
|
20839526.3
