Contract
(d)(74)
This
Investment Subadvisory Agreement
is made as of May 1, 2007 (the “Effective Date”), by and between Vantagepoint
Investment Advisers, LLC, a Delaware limited liability company (hereafter
"Client"), and Xxxxxxx Xxxxxxx Trees & Xxxxx, Inc., a New York Corporation
(hereafter “Subadviser"), and THE VANTAGEPOINT FUNDS, a Delaware statutory
trust.
WHEREAS,
The Vantagepoint Funds is a
Delaware Statutory Trust registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the “1940
Act”);
WHEREAS,
Client is party to a Master
Investment Advisory Agreement with The Vantagepoint Funds for management of
the
investment operations of The Vantagepoint Funds including the establishment
and
operation of investment portfolios for The Vantagepoint Funds and entering
into
contracts with subadvisers to assist in managing the investment of The
Vantagepoint Funds’ property;
WHEREAS,
Client and Subadviser wish to
enter into a subadvisory agreement pursuant to which Subadviser will provide
such assistance to Client.
AGREEMENTS:
In
consideration for the performance by
Subadviser as Investment Subadviser of certain assets held by The Vantagepoint
Funds, Client authorizes Subadviser to manage certain of the securities and
other assets of The Vantagepoint Funds as follows:
1. ACCOUNT
The
account with respect to which
Subadviser shall perform its services shall consist of those assets of the
Vantagepoint Inflation Protected Securities 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. Client confirms that if any withdrawal exceeds
25%
of the value of the assets of the Account immediately preceding such withdrawal
it will endeavor to provide the Subadviser with five business days notice in
advance of such withdrawal. In the event that Client is unable to provide
Subadviser such notice, the Client and Subadviser will endeavor to reach a
mutually agreeable resolution that is in the best interests of the Account
and
consistent with applicable law and the Fund's disclosure to
investors. Furthermore, Client acknowledges that any withdrawals are
subject to settlement of any pending transactions.
2. APPOINTMENT
STATUS, POWERS OF CLIENT AND SUBADVISER
(a) Purchase
and Sale. Client hereby appoints Subadviser to manage the Account on
the terms and conditions set forth in this Agreement. Subject to the
restrictions set forth in this Agreement, and acting always in conformity with
the Fund’s investment guidelines and policies and the written investment
objectives, policies, procedures and restrictions of the Fund described in
Section 4 below, Client hereby grants Subadviser complete, unlimited and
unrestricted discretion and authority to supervise and direct the investment
of
the Account and to select portfolio securities with respect to the Account
including the power to acquire (by purchase, exchange, subscription or
otherwise), to hold and to dispose (by sale, exchange or
otherwise). Subadviser will review with Client, upon the request of
Client, any transactions it makes with respect to the investment of the
Account. Client agrees to provide Subadviser with copies of any
amendments to the written investment objectives, policies, procedures and
restrictions of the Fund within one business day of the date on which such
amendments or related filings are made with the Securities and Exchange
Commission or other regulatory body. The Client acknowledges that
during the Subadviser's initial construction of the Account and following
inflows to or withdrawals from the Account that exceed 25% of the value of
the
Account's assets, the Account may not be in compliance on a short-term basis
with the Client’s internal written investment guidelines, as provided to
Subadviser from time to time by the Client. Subadviser shall provide prompt
written notice to Client of any such non-compliance and the reasons therefore.
Further, any such non-compliance, and all investment decisions made for and
investment sub-advisory services provided to the Account during any period
of
non-compliance, must be in furtherance of the best interests 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
Vantagepoint Funds in any way or otherwise to be an agent of Client or the
Fund. The activities of Client and Subadviser in managing the assets
of the Fund shall in all instances be conducted subject to the supervision
and
direction of the Board of Directors of The Vantagepoint Funds and in compliance
with applicable laws and rules.
(c) Proxy
Voting. Unless otherwise instructed by Client or The Vantagepoint
Funds, Subadviser shall have discretion to take any action or render any advice
with respect to the voting of shares or the execution of proxies solicited
from
time to time by, or with respect to, the issuers of securities held in the
Account in accordance with the Subadviser’s written proxy voting policies and
procedures as provided by the Subadviser to Client and the Board of Directors
of
The Vantagepoint Funds from time to time. Subadviser will report
quarterly to Client and the Fund regarding such voting in a format reasonably
requested by the Client. Subadviser represents that it has adopted
and implemented written policies and procedures that are reasonably designed
to
ensure that the Subadviser votes proxies in the best interest of the Fund in
compliance with the requirements of Rule 206(4)-6 under the Investment Advisers
Act of 1940 (“Advisers Act”). The Subadviser shall promptly provide
notice and copies of any material changes to its policies, procedures or other
guidelines for voting proxies to the Board of Directors of The Vantagepoint
Funds or the Client. Upon request, the Subadviser shall provide The
Vantagepoint Funds with a complete and current copy of its policies, procedures
and other guidelines or a description of such policies, procedures and
guidelines for the purpose of filing such document(s) in The Vantagepoint Funds’
prospectus or as otherwise required by the Securities Act of 1933 or 1940 Act
and the rules thereunder.
(d) Key
Personnel. Subadviser agrees that the following key personnel will
have primary responsibility with respect to the investment management of the
Account. If these individuals are unable to devote sufficient time to
maintain primary responsibility for the Account, Subadviser must give Client
written advance notice, or, if Subadviser does not have advance knowledge of
such inability, prompt written notice within one (1) business day after
Subadviser first learns of such inability, of the name of the person designated
by Subadviser to replace or supplement the individual. In addition,
Subadviser shall give Client written notice of the replacement of any employee
of Subadviser who has direct supervisory responsibility for the key personnel
or
who has responsibility for setting investment policy as soon as reasonably
practicable.
Key
Personnel: Xxxx
X. Xxxx
(e)
The
client acknowledges and
agrees that, as provided in Subadviser's Disaster Recovery Plan as it may be
amended from time to time, in the event that a disaster or similar emergency
disrupts Subadviser's normal operations, Subadviser's responsibilities under
this Agreement may temporarily be assumed by a U.S. registered investment
advisory subsidiary or affiliate of Subadviser that is located outside of the
United States and that employs one or more supervised persons of Subadviser,
provided such assumption of responsibilities does not result in an “assignment”
of this Agreement within the meaning of the 1940 Act.
(f) The
Client agrees that, to the extent permitted by applicable law, it shall provide
the Subadviser with documentation regarding Client and the Account that it
may
reasonably require in order to comply with any and all anti-money laundering
regulations applicable to Subadviser. In addition, the Client
acknowledges and agrees that, to the extent permitted by applicable law, the
Subadviser may provide copies of such documentation to brokers, dealers, banks
and similar financial institutions that may execute portfolio securities
transactions for the Account from time to time, but only to the extent such
a
financial institution requires such documentation in order to comply with
anti-money laundering regulations applicable to such financial institution
or to
comply with such financial institution’s anti-money laundering policies and
procedures.
3. ACCEPTANCE
OF APPOINTMENT
Subadviser
accepts the appointment as
an investment subadviser of the Fund and agrees to use its best efforts and
professional judgment to make timely investments for the Account, and to provide
the other services required of Subadviser under the provisions of this
Agreement.
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4.
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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 in writing, 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. Client shall provide prompt written notice to Subadviser of
modifications that relate to the investment management services Subadviser
provides to the Account. In the event that Subadviser is unable
to adhere to any such modification, the Subadviser shall immediately notify
Client and Client and Subadviser will endeavor to reach a mutually agreeable
resolution regarding such modification that is in the best interests of the
Fund
and consistent with applicable law.
(b) Agreement
and Registration Statement. Notwithstanding anything in the foregoing
to the contrary, Subadviser will adhere to all specific provisions in this
Agreement and in The Vantagepoint Funds’ current Registration Statement on Form
N-1A (“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
(“Registration Statement”). 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.
5. CUSTODY,
DELIVERY, RECEIPT OF SECURITIES
(a) Custody
Responsibilities. Client shall designate one or more custodians (the
“Custodian”) to hold the Account assets. The Custodian, as designated
by Client will be responsible for the custody, receipt and delivery of
securities and other assets of The Vantagepoint Funds (including the Account),
and Subadviser shall have no authority, responsibility or obligation with
respect to the custody, receipt or delivery of securities or other assets of
The
Vantagepoint Funds (including the Account). In the event that any
cash or securities of The Vantagepoint Funds are delivered to Subadviser, it
will promptly deliver the same over to the Custodian, in the name of The
Vantagepoint Funds, as permitted by applicable law. Client shall be
responsible for all custodial arrangements, including the payment of all fees
and charges to Custodian. Subadviser shall not be responsible or
liable for any act or omission of Custodian. The Client shall obtain
the agreement of the Custodian to act in accordance with the routine
instructions from the Subadviser regarding the transactions for the
Account.
(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 confirm the trade details and
communicate them to the Custodian generally via SWIFT before the close of
business one (1) business day after the trade date (T+1).
6. RECORD
KEEPING AND REPORTING
(a) Records. Subadviser
will maintain proper and complete records relating to the furnishing of services
under this Agreement, including records with respect to the acquisition, holding
and disposition of securities for Client in accordance with applicable laws
and
rules and such reasonable instructions as shall be provided to Subadviser by
Client from time to time. All records maintained pursuant to this
Agreement shall be subject to examination by Client and by persons authorized
by
it during normal business hours upon reasonable notice. Except as may
be required by applicable law, rule or as requested by regulatory authorities
having jurisdiction over a party to this Agreement or as directed by other
party
in writing, Subadviser and Client shall keep confidential the records and other
information obtained by reason of this Agreement. Upon termination of
this Agreement, Subadviser shall promptly, upon demand, return to Client all
records Client reasonably believes are necessary in order to discharge its
responsibilities to The Vantagepoint Funds. Subadviser shall be
entitled to retain originals or copies of records pursuant to the requirements
of applicable laws or regulations.
(b) Quarterly
Valuation Reports. Subadviser shall use its best efforts to provide
to Client within ten (10) business days after the end of each calendar quarter
a
statement of the fair market value of the Account as of the close of such
quarter together with an itemized list of the assets in the Account, as that
information is reported on Subadviser’s record keeping system.
(c) Reconciliations. As
needed, Subadviser shall respond to inquiries relating to the pricing of
specific Account holdings as provided to Subadviser by the
Custodian. 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
material error to the Fund’s net asset value caused by Subadviser’s breach of
its standard of care, as set forth in the following sentence that is a direct
cause of a delay in the accurate daily pricing of the Fund. In
managing the Account, Subadviser shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct
of an
enterprise of a like character and with like aims.
(e) Reports. Subadviser
shall furnish Client and the Board of Directors of The Vantagepoint Funds such
periodic and special reports and non-proprietary or non-confidential information
as shall be reasonably necessary to evaluate the terms of any subadvisory
agreement between Client and Subadviser with respect to the assets of the Fund
including but not limited to: (i) a quarterly report and attestation to the
Board of Directors of The Vantagepoint Funds regarding activities and practices
relating to transactions entered into in accordance with Rules 10f-3, 17a-7,
17e-1 under the 1940 Act, the purchase or holding of any Rule 144A securities
or
any other technically restricted and/or potentially illiquid securities in
the
Account, any soft dollar transactions entered into by the Subadviser, and
whether the Subadviser violated the restrictions imposed on it by the Fund’s
prospectus and statement of additional information; (ii) information
relating to the use of brokers; and (iii) information relating to
regulatory and/or law enforcement inquiries or actions.
(f) Other
Reports on Request. Subadviser shall provide to Client promptly upon reasonable
request any information available in the records maintained by Subadviser
relating to the Account.
(g) Review
of Materials. During the term of this Agreement, Client shall 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 6(g).
7. PURCHASE
AND SALE OF SECURITIES
(a) Selection
of Brokers and Dealers. Except to the extent otherwise instructed in
writing by Client (it being understood that Client, acting on behalf of the
Fund, may, in its absolute discretion and consistent with the requirements
of
the 1940 Act and other applicable laws and rules, direct Fund portfolio
transactions for which Subadviser is responsible to any broker-dealer that
Client may designate), 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. The Client and The Vantagepoint
Funds authorize the Subadviser to enter into and execute agreements with banks,
dealers, brokers and similar financial institutions as is necessary for the
Subadviser to provide the investment advisory services to the Account as
described in this Agreement.
(b) Best
Execution. In placing such orders, Subadviser will give primary
consideration to obtaining the most favorable price and efficient execution
reasonably available under the circumstances and in accordance with applicable
law. In evaluating the terms available for executing particular
transactions for the Account and in selecting broker-dealers to execute such
transactions, Subadviser may consider, in addition to commission cost and
execution capabilities, the financial stability and reputation of broker-dealers
and the brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended) provided by such
broker-dealers. Subadviser is authorized to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
transaction which is in excess of the amount of commission another broker-dealer
would have charged for effecting that transaction if Subadviser determines
in
good faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer in discharging
responsibilities with respect to the Account or to other client accounts as
to
which it exercises investment discretion.
(c) Bunching
Orders. Client agrees that Subadviser may aggregate sales or purchase
orders for the Account with similar orders being made simultaneously for other
accounts managed by Subadviser, if in Subadviser's reasonable judgment such
aggregation shall result in an overall economic benefit or more efficient
execution to the Account taking into consideration the advantageous selling
or
purchase price, brokerage commission and other expenses. Client
acknowledges that the determination of such economic benefit to the Account
by
Subadviser represents Subadviser's evaluation that the Account is benefited
by
relatively better purchase or sales prices, lower commission expenses and
beneficial timing of transactions or a combination of these and other
factors. In such event, allocation of the securities so purchased or
sold, as well as expenses incurred in the transaction, will be made by
Subadviser in a manner Subadviser considers to be most equitable and consistent
with its fiduciary obligations to the Fund and to its other
clients.
8. INVESTMENT
FEES
(a) Fee
Schedule. The compensation of Subadviser for its services under this
Agreement shall be calculated by Client and paid from the assets of the Account
in accordance with Schedule A hereto.
(b) For
purposes of this section 8 and Schedule A, all payments due to Subadviser shall
be solely made from the assets of the Fund, a portfolio of The Vantagepoint
Funds.
(c) Pro
Rata Fee. If Subadviser should serve for less than the whole of any
calendar quarter, its compensation shall be determined as provided above on
the
basis of the average daily net asset value of the Account for the period of
that
calendar quarter and shall be payable on a pro rata basis for the period of
the
calendar quarter for which it has served as Subadviser hereunder. In
no event shall the Subadviser receive payment for any period of time during
which there were no assets in the Account.
9. BEST
EFFORTS; NON-EXCLUSIVITY OF SERVICES
The
Subadviser shall devote its best
efforts and such time as it deems necessary to provide prompt and expert service
to Client and the Fund. The services of Subadviser to be provided
hereunder are not to be deemed exclusive and Subadviser shall be free
to provide similar services for its own account and the accounts of other
persons and to receive compensation for such services. Client
acknowledges that Subadviser and its Affiliates and Subadviser's other clients
may at any time, have, acquire, increase, decrease or dispose of positions
in
the same investments which are at the same time being held, acquired for or
disposed of under this Agreement for the Fund. Subadviser shall have
no obligation to acquire or dispose of a position in any investment pursuant
to
this Agreement simply because Subadviser, its directors, members, Affiliates
or
employees invest in such a position for its or their own accounts or for the
account of another client.
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10.
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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 (with reasonable time for evaluation of the matter by the Subadviser)
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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11.
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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.
12. INSURANCE
At
all times during the term of this
Agreement, Client and Subadviser shall each maintain, at its own cost and
expense, professional liability insurance for errors, omissions and negligent
acts, in an amount and with such terms as are standard in the financial services
industry for an investment adviser managing the amount of aggregate assets
managed by Client and Subadviser, respectively.
13. LIABILITY
(a) In
the absence of any willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement, Subadviser shall not be liable to Client or
The
Vantagepoint Funds for honest mistakes of judgment or for action or inaction
taken in good faith for a purpose that Subadviser reasonably believes to be
in
the best interests of the Fund. However, neither this provision nor
any other provision of this Agreement shall constitute a waiver or limitation
of
any rights which Client or The Vantagepoint Funds may have under federal or
state securities laws.
(b) Client
shall indemnify Subadviser against any loss, liability, damages, costs or
expenses caused by the negligence or malfeasance of Client or
violation of any applicable law, rule or internal policy for which Client has
the primary responsibility of compliance and the responsibility for which has
not been specifically delegated to Subadviser.
14. TERM
This
Agreement shall be
in effect for an initial term beginning
on the
Effective Date and ending on February 27, 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 Investment Company Act of 1940).
15. TERMINATION
This
Agreement may be terminated by Subadviser, without the payment of any penalty,
immediately upon notice to The Vantagepoint Funds and to Client in the event
of
a material breach of any provision thereof by The Vantagepoint Funds or Client
if such breach shall not have been cured within a twenty (20) day period after
notice of such breach, or otherwise by Subadviser upon sixty (60) days written
notice to Client and The Vantagepoint Funds, or by Client or The Vantagepoint
Funds for any reason or no reason immediately upon written notice to Subadviser.
This Agreement shall automatically terminate (a) in the event of its assignment,
as provided in Section 20, (b) upon the termination of The Vantagepoint Funds,
or (c) upon termination of Client’s Master Investment Advisory Agreement with
The Vantagepoint Funds. Any termination in accordance with the terms of this
Agreement shall not cause the payment of any penalty. Any such termination
shall
not affect the status, obligations or liabilities of any party hereto to the
other party or parties. Further, any such
termination
shall be without prejudice to the completion of transactions initiated by the
Subadviser prior to termination, and the Subadviser will use its best efforts
to
oversee the settlement and delivery of all outstanding transactions at the
time
of such termination. To the extent that the assets of the Account are
zero, Subadviser shall not be entitled to any fees as set forth hereunder for
the period of time for which no assets are held in the Account.
16. REPRESENTATIONS
(a) Subadviser
hereby confirms to Client and The Vantagepoint Funds that Subadviser is
registered as an investment adviser under the Advisers Act, that it has full
power and authority to enter into and perform fully the terms of this Agreement
and that the execution of this Agreement on behalf of Subadviser has been duly
authorized and, upon execution and delivery, this Agreement will be binding
upon
Subadviser in accordance with its terms.
(b) Client
hereby confirms to Subadviser that it is registered as an investment adviser
under the Advisers Act, that it has full power and authority to enter into
this
Agreement and that the execution of this Agreement on behalf of Client has
been
fully authorized and, upon execution and delivery, this Agreement will be
binding upon Client in accordance with its terms.
(c) The
Vantagepoint Funds hereby confirm to Subadviser, and Subadviser hereby
acknowledges, that The Vantagepoint Funds is registered as an open-end
investment company under the 1940 Act and is subject to taxation as a regulated
investment company under Subchapter M and the regulations thereunder of the
Internal Revenue Code.
17. NOTICES
Notices
or other notifications given or
sent under or pursuant to this Agreement shall be in writing and be deemed
to
have been given or sent if delivered to a party at its address listed below
in
person or by telex or telecopy receipt of which is confirmed or by mail or
by
registered mail, return receipt requested. The addresses of the
parties are:
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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
Xxxxxxx Trees & Xxxxx,
Inc.
000
Xxxx Xxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx
Xxxxx –
CSBD
Fax: 000-000-0000
Each
party may change its address by giving notice as herein required.
18. SOLE
INSTRUMENT
This
instrument constitutes the sole
and only agreement of the parties to it relating to its object and correctly
sets forth the rights, duties, and obligations of each party to the other as
of
its date. Any prior agreements, promises, negotiations or representations not
expressly set forth in this Agreement are of no force or effect.
19. WAIVER
OR MODIFICATION
No
waiver or modification of this
Agreement shall be effective unless reduced to a written document signed by
the
party to be charged. No failure to exercise and no delay in exercising, on
the
part of any party hereto, of any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof. Only the Chief Executive Officer
has authority on behalf of Client to modify or waive any of the provisions
of
the Agreement. It is understood that certain material amendments may
require approval of the Fund’s shareholders.
20. ASSIGNMENT
OR CHANGE OF CONTROL
This
Agreement shall automatically
terminate in the event of its assignment as defined under the 1940
Act. In addition, Subadviser agrees to provide Client immediate
written notice in the event of any actual or planned change in control, within
the meaning of the Advisers Act, of Subadviser.
21. COUNTERPARTS
This
Agreement may be executed in
counterparts each of which shall be deemed to be an original and all of which,
taken together, shall be deemed to constitute one and the same
instrument.
22. CHOICE
OF LAW
This
Agreement shall be governed by,
and the rights of the parties arising hereunder construed in accordance with,
the laws of the State of Delaware without reference to principles of conflict
of
laws. To the extent that the applicable laws of the State of Delaware
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
23. CONFIDENTIAL
INFORMATION
Any
information or recommendations
supplied by any party to this Agreement, which are not otherwise in the public
domain or previously known to another party in connection with the performance
of obligations hereunder, including securities or other assets held or to be
acquired by the Fund, transactions in securities or other assets effected or
to
be effected on behalf of the Fund, or financial information or any other
information relating to a party to this Agreement, are to be regarded as
confidential (“Confidential Information”) and held in the strictest
confidence. No party may use or disclose to others Confidential
Information about another party, except solely for the legitimate business
purposes of the Fund for which the Confidential Information was provided; as
may
be required by applicable law or rule or compelled by judicial or regulatory
authority having competent jurisdiction over the party; or as specifically
agreed to in writing by the other party to which the Confidential Information
pertains. Further, no party may trade in any securities issued by
another party while in possession of material non-public information about
that
party. Lastly, the Subadviser may not consult with any other
sub-advisers of the Fund about transactions in securities or other assets of
the
Fund, except for purposes of complying with the 1940 Act or SEC rules or
regulations applicable to the Fund. Nothing in this Agreement shall
be construed to prevent the Subadviser from lawfully giving other entities
investment advice about, or trading on their behalf in, the shares issued by
the
Fund or securities or other assets held or to be acquired by the
Fund.
Notwithstanding
anything in the foregoing to the contrary and to the extent permitted by
applicable law, the Subadviser, the Fund or the Client may disclose and confirm
to other parties, without limitation, the appointment by the Client of the
Subadviser and the existence and terms of this Agreement.
24. ACKNOWLEDGMENT
OF RECEIPT OF SUBADVISER’S ADV
The
Client and the Fund hereby
acknowledge receipt of Part II of the Subadviser’s Form ADV at least 48 hours
prior to the date of the execution hereof.
PURSUANT
TO AN EXEMPTION FROM THE
COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED
ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE,
AND
HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMISSION DOES NOT PASS
UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ACCURACY
OF
COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY
FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM
OR
ACCOUNT XXXXXXXX.XX 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
Xxxxxxx Trees & Xxxxx, Inc.
|
|
by:
|
by:
|
|
(signature)
|
(signature)
|
|
Xxxxxx
Xxxxxx, Secretary
|
(name,
title)
|
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
|
|
Fund
|
The
Vantagepoint Fund, on behalf of the Vantagepoint Inflation Protected Securities
Fund
|
|
by:
|
_______________________
Xxxxxx
Xxxxxx, Secretary
|
|
Approved
by: _________________
|
|
|
[name;
title]
|
20834495.5
Schedule
A
VANTAGEPOINT
INVESTMENT ADVISERS, LLC
THE
VANTAGEPOINT FUNDS
Fee
Schedule
For
Xxxxxxx
Xxxxxxx Trees & Xxxxx, Inc.
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 $250
million 0.12
percent
Above $250
million 0.10
percent
|
5 |
20834495.5
