EXHIBIT 99.(d)(34)
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as
of__________________, 2002, by and between VANTAGEPOINT INVESTMENT ADVISERS,
LLC, a Delaware limited liability company (hereafter "Client"), and ARTISAN
PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (hereafter
"Subadviser"), and THE VANTAGEPOINT FUNDS, a Delaware business trust, and is
effective as of__________________, 2002 (the "Effective Date").
WHEREAS, The Vantagepoint Funds (the "Funds") is a Delaware
Business Trust registered as an open-end management investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Client is party to a Master Investment Advisory
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 for the performance by Subadviser as
Investment Subadviser of certain assets held by the Funds, Client authorizes
Subadviser to manage certain of the securities and other assets of the Funds as
follows:
1. ACCOUNT
The account with respect to which Subadviser shall perform its
services shall consist of those assets of the Vantagepoint International 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. Subadviser shall manage the assets of
the Fund held in the Account in accordance with the Investment Adviser
Guidelines and the Fund's Statement of Investment Policies (collectively, the
"Investment Guidelines and Policies").
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 described in Section 4 below, as well as
the Investment Guidelines and Policies, Subadviser shall supervise and direct
the investment of the Account. Client hereby grants 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 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.
(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 Funds in any way or otherwise to be an agent
of Client or the Funds. 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.
(c) Voting. Unless otherwise instructed in writing 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 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 is unable to give advance written
notice, prompt written notice within three (3) business days after Subadviser
first knows or should know of such inability, of the name of the person
designated by Subadviser to replace or supplement the individual. In addition,
Subadviser will 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: Xxxx X. Xxxxxx
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3. ACCEPTANCE OF APPOINTMENT
Subadviser accepts the appointment as an investment subadviser
of the Fund and agrees to use its best efforts and professional judgment to make
timely investment transactions for Client with respect to the Account, and to
provide the other services required of Subadviser under the provisions of this
Agreement.
4. INVESTMENT POLICIES
(a) Investment Objectives. Subject to the supervision of
the Funds' Board of Directors and Client, Subadviser shall direct the
investments of the Account in accordance with the written investment objectives,
policies, procedures and restrictions provided by Client, as set forth in the
Funds' prospectus, and in the Investment Guidelines and Policies, which have
been provided to Subadviser, as such Investment Guidelines and Policies may be
restated or modified from time to time by Client on advance written notice to
Subadviser and in accordance with the Funds' compliance and other policies and
procedures as provided to Subadviser from time to time. Client retains the
right, on advance written notice to Subadviser, to modify any such objectives,
guidelines, policies or procedures, restrictions, and liquidity requirements in
any manner and at any time as may be allowed pursuant to the 1940 Act. Unless
the change is required by applicable law or rule, Subadviser may decline to
accept a material change to the Investment Guidelines and Policies if Subadviser
reasonably believes that it cannot manage the Account consistent with the
amended Investment Guidelines and Policies, by so notifying Client in writing
within five business days of receipt of notice of the change.
(b) Agreement and Registration Statement. The Subadviser
will adhere to all specific provisions in this Agreement and in the Funds'
current Registration Statement as filed with the Securities and Exchange
Commission on Form N-1A ("Registration Statement"), which is hereby incorporated
by reference and made a part of this Agreement. Client will provide Subadviser
prior written notice of any material amendments to the Registration Statement or
this Agreement that will be binding on Subadviser, marked to identify such
changes.
(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. The Custodian, as
designated by Client will be responsible for the custody, receipt and delivery
of securities and other assets of the Funds (including the Account), and
Subadviser shall have no authority, responsibility or
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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 Subadviser, it will promptly deliver
the same over to the Custodian, in the name of the Funds. Subadviser shall not
be responsible for any costs, losses or expenses incurred by the Fund as a
result of the Fund's participation in any securities lending program or other
revenue enhancing program that the Custodian, or other party selected by Client,
administers.
(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. 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 expressly authorized in this Agreement or as
required by applicable law, regulation or order of court or as directed by other
party in writing, Subadviser and Client shall keep confidential the records and
other information obtained by reason of this Agreement. Upon termination of this
Agreement, Subadviser shall promptly, upon demand, return to Client all records
Client reasonably believes are necessary in order to discharge its
responsibilities to the Funds. Subadviser shall be entitled to retain originals
or copies of records pursuant to the requirements of applicable laws or
regulations.
(b) 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) On a daily basis, Subadviser shall review reports of
the Account's portfolio holdings as provided to Subadviser by the Custodian and
shall report as promptly as possible but not later than 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
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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 five (5) days of receipt of
the custodial statement, whichever comes later.
(d) Loss Reimbursement. Subadviser shall reimburse the
Account for any material error to the Fund's net asset value caused by
Subadviser's breach of its standard of care set forth in Section 12(a) that is a
direct cause of a delay in the accurate daily pricing of the Fund, provided such
loss was not the result of the action or inaction by other service providers to
Client or the Fund.
(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.
(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 unless Subadviser is not
permitted by law to provide such information.
(g) Review of Materials. During the term of this
Agreement, Client shall furnish to Subadviser at its principal office all
prospectuses, statements of additional information, registration statements,
proxy statements, reports to shareholders, advertising and sales literature or
other material prepared for distribution to Fund shareholders or the public,
which refer to the Subadviser or Artisan Funds, Inc. in any way, prior to the
first use thereof, and Client shall not use any such materials if Subadviser
reasonably objects in writing within ten (10) business days (or such other time
as may be mutually agreed) after receipt thereof. Client shall ensure that all
materials described in this Section 6(c) prepared by employees or agents of
Client or its affiliates that refer to Subadviser or Artisan Funds, Inc. in any
way are consistent with materials previously approved by Subadviser as
referenced in the preceding sentence.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers and Dealers. Subadviser shall
place all orders for the purchase and 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
Investment Company Act of 1940 (hereafter an
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"Affiliate"), unless the transaction is in compliance with Rules 17e-1 or 10f-3
under the 1940 Act, or other applicable rules, and the Fund's policies and
procedures thereunder, copies of which shall be provided to Subadviser.
Notwithstanding the foregoing, if directed to do so by Client, Subadviser agrees
to use reasonable efforts to purchase and sell securities for the Account
through such brokers or dealers as Client directs in writing from time to time,
but only to the extent that Subadviser, in its judgment and discretion, is
satisfied that the brokerage commission proposed to be charged for each such
trade is competitive and is satisfied that the execution expected to be attained
is of such quality that Subadviser would have placed the trade with that broker
or dealer in the absence of such direction. Subadviser shall use reasonable
efforts to direct up to 25 percent of the total commissions on transactions in
listed securities to brokers or dealers identified by Client. Client
acknowledges that, depending on market conditions and portfolio strategy, the
target range may not be achieved during all periods.
(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 brokers-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.
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8. INVESTMENT FEES
(a) Fee Schedule. The compensation of Subadviser for its
services under this Agreement shall be calculated and paid by Client from the
assets of the Account in accordance with SCHEDULE A hereto.
(b) For purposes of this section 8 and Schedule A, all
payments due to Subadviser shall be solely made from the assets of the Fund, a
portfolio of The Vantagepoint Funds.
(c) Pro Rata Fee. If Subadviser should serve for less
than the whole of any calendar quarter, its compensation shall be determined as
provided above on the basis of the ending market value of the Account on the
date on which the termination occurs and shall be payable on a pro rata basis
for the period of the calendar quarter for which it has served as Subadviser
hereunder. In no event shall the Subadviser receive payment for any period of
time during which there were no assets in the Account.
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
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 partners, 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 1940 Act. Copies of such policies
shall be delivered to Client, 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 as required by
Rule 17j-1.
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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, in an amount not less than $20 million, for errors,
omissions, and negligent acts.
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 Subadviser reasonably believes to be in the best interests of
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 loss,
liability, damages, costs or expenses (including reasonable attorneys' fees)
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 in this Agreement.
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 Board of Directors of The Vantagepoint Funds, provided that in
such event, continuance shall also be approved by a majority vote of those
members of the Board of Directors who are not "interested persons" as that term
is defined in the 1940 Act.
14. TERMINATION
This Agreement may be terminated by Subadviser, without the payment of any
penalty, immediately upon notice to the Funds and to Client in the event of a
material breach of any provision thereof by the 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 Funds or by Client or the Funds for any reason or no reason
immediately upon notice to Subadviser. This Agreement shall automatically
terminate (a) in the event of its assignment, as provided in Section 19, (b)
upon the termination of the Funds, or (c) upon termination of Client's Master
Investment Advisory Agreement with the Funds. Any termination in accordance with
the terms of this
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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.
15. REPRESENTATIONS
(a) Subadviser hereby confirms to Client and the Funds
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) The 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.
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 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:
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
Fax: 000-000-0000
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SUBADVISER:
Artisan Partners Limited Partnership
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Chief Financial Officer
Fax: 000.000.0000
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 Fund's shareholders.
19. 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 prompt written notice in the event of any acquisition or
disposition of the beneficial ownership of 5 percent or more of the outstanding
voting securities of the general partner of Subadviser.
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.
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
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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.
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,
including financial information or other information relating to a party to this
Agreement, are to be regarded as confidential ("Confidential Information") and
held in the strictest confidence. Except as may be required by applicable law or
rule, Confidential Information may be used only by the party to which said
information has been communicated and such other persons as that party believes
are necessary to carry out the purposes of this Agreement, the Custodian, and
such persons 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 Fund or Client.
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IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON ______________,
2002 and make it effective on the date first set forth at the beginning of this
Agreement.
CLIENT SUBADVISER
Vantagepoint Investment Advisers, LLC Artisan Partners Limited Partnership
By: Artisan Investment Corporation,
its general partner
by: by:
/s/ [ILLEGIBLE]
___________________________ -------------------------------
Xxxxxx Xxxxxx, President Xxxxx X. Xxxxx, Vice President
Date: Date:
FUNDS
The Vantagepoint Funds
by:
___________________________
Xxxxxx Xxxxxx, President
Date:
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SCHEDULE A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
FEE SCHEDULE
FOR
ARTISAN PARTNERS LIMITED PARTNERSHIP
VANTAGEPOINT INTERNATIONAL FUND
The Subadviser's quarterly fee shall be calculated based on the average daily
net assets value of the assets under management as provided by the Custodian,
based on the following annual rate.
0.70%
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