EXHIBIT 99.22(d)(2)
FORM OF
SECOND MASTER INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE VANTAGEPOINT FUNDS
AND
VANTAGEPOINT INVESTMENT ADVISERS, LLC
AGREEMENT, made the __ day of _______ 2004, between The Vantagepoint Funds
("VF") and Vantagepoint Investment Advisers, LLC ("VIA").
RECITALS
(1) VF is an open-end, diversified management investment company organized as a
Delaware business trust and registered under the Investment Company Act of 1940.
The VF is organized as a "series" investment company, and offers a number of
distinct investment portfolios (together, the "VF Funds").
(2) VIA has been established to provide investment advisory services to each of
the VF Funds and to manage and supervise other investment advisers who provide
such services to the VF and the VF Funds.
(3) VF and VIA wish to enter into this Second Master Investment Advisory
Agreement (the "Agreement"), under which VIA will render investment advisory
services to the VF Funds listed on the schedule attached hereto (each a "Fund"
and together, the "Funds"), and any additional schedule(s) attached in the
future by agreement of VF and VIA, and manage and supervise other investment
advisers who provide such services to the Funds and also will furnish
operational support to each such Fund. This Agreement includes payment
provisions under which amounts are paid by VF to VIA for services and support
rendered under this Agreement.
AGREEMENT
Article I
GENERAL
SECTION 1.01 Definitions. Unless otherwise specifically provided herein,
capitalized terms have the meanings ascribed in the Agreement and Declaration of
Trust of The Vantagepoint Funds dated July 28, 1998, as amended and hereafter
amended.
Article II
INVESTMENT ADVISORY AND MANAGEMENT SERVICES
SECTION 2.01 Appointment of Adviser. VF hereby appoints VIA to act as the
investment adviser to VF and the Funds and, as applicable, to manage and
supervise other investment advisers who provide services to VF and the Funds
under the terms and conditions set forth in this Agreement. VIA accepts such
appointment and agrees to render the services herein described, for the
compensation herein provided.
SECTION 2.02 Duties Relating to the Funds. Subject to the supervision of the
Board of Directors of VF, VIA shall manage the investment operations of the VF
and the Funds and the composition of each Fund's portfolio in accordance with
its investment objectives, policies and restrictions set forth in the current
prospectus and statement of additional information for VF and such additional
guidelines as may be established from time to time by VF. In performing such
services, VIA shall use its best informed judgment, and shall have the following
responsibilities:
(a) VIA shall supervise and direct each Fund's investments and shall have
the discretion to determine from time to time what investments, securities,
commodities or financial futures contracts or options thereon ("futures") will
be purchased, retained, sold or lent by a Fund and what portion of its assets
will be invested or held uninvested as cash;
(b) Subject to the receipt of such approvals of the Board of Directors of
VF and the shareholders of the VF Funds as may be required by law, VIA may
discharge its responsibilities to VF and the Funds through the appointment of
one or more subadvisers ("Subadvisers") as provided in Section 2.03 below to
which it may delegate the responsibilities granted to it herein;
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(c) Subject to the limits set forth below, VIA may place orders, pursuant
to its determinations as to what securities or other instruments should be
purchased or sold on behalf of a Fund, with or through such persons, brokers,
dealers or futures commissions merchants as it may select; VIA may delegate this
authority to Subadvisers duly appointed by it and approved by the Board of
Directors of VF;
(d) VIA shall furnish VF's Board of Directors such periodic and special
reports as the Board may request, including reports on the nature and quality of
services provided by Subadvisers. VIA shall provide such information as the
Board of Directors may request and such information as shall be reasonably
necessary to evaluate the terms of any investment advisory contract;
(e) VIA may cause each Fund to keep such portion of its assets in cash or
cash balances as VIA, from time to time, may deem to be in the best interest of
such Fund without liability for interest thereon;
(f) VIA shall maintain, and cause Subadvisers to maintain, books and
records with respect to its and their services to the Funds in accordance with
good practice, applicable federal and state securities laws, and such
instructions as may be provided to it by VF from time to time;
(g) VIA shall provide, or cause the Subadvisers to provide, to each
custodian of the assets of, and accountant or bookkeeper for, each Fund, in a
timely fashion all requisite information relating to transactions concerning the
assets of VF.
(h) VIA may, and may authorize Subadvisers to, unless specifically
instructed to the contrary by the Board of Directors of VF, vote upon all
general or specific proxies relative to stocks, bonds, or other securities held
in a Fund, give general or specific powers of attorney with or without power of
substitution; exercise any conversion privileges, subscription rights, or other
options, and make any payments incidental thereto; oppose, or consent to, or
participate in, any corporate reorganization or other changes affecting
corporate securities, participate in any class action lawsuit the subject of
which is a security (or issuer of a security) held by a Fund, and delegate
discretionary powers, and pay any assessments or charges in connection
therewith; and generally exercise any of the powers of an owner with respect to
stocks, bonds, securities or other property held as part of VF property;
(i) For those Funds that are established and operated for the purpose of
investing in one or more other VF Funds, VIA shall furnish to such Funds advice
with respect to an appropriate allocation of assets to achieve the stated
investment objective of each such Fund, shall monitor the performance of such
Funds to reassess the appropriateness of those allocations, and shall
periodically rebalance the assets in such Funds to conform to those allocations.
SECTION 2.03 Subadvisers. Subject to the receipt of such approvals of the Board
of Directors of VF and the shareholders of the VF Funds as may be required
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by law or the terms of any applicable order of exemption issued by the
Securities and Exchange Commission, VIA is authorized to enter into agreements
on behalf of VF with Subadvisers under which the Subadvisers agree to perform
all or any portion of the management and advisory duties with respect to all or
any portion of the Funds. In the event VIA enters into one or more such
agreements, VIA will retain the authority and responsibility to monitor and
review the performance of each Subadviser. VIA may negotiate contracts that
specify investment subadvisory fees and provide for payment of such fees
directly by VF, and delegate to the Subadvisers responsibility for the
day-to-day investment operations of the Funds with respect to which the
Subadvisers are hired, including any or all of the responsibilities set forth in
Section 2.02 hereof, except the power to enter into contracts with Subadvisers.
Each such contract with a Subadviser shall provide that it is terminable by VIA
or the Board of Directors of VF, or the vote of the majority of the outstanding
voting securities of the relevant Fund, without penalty, upon no more than 60
days written notice to the Subadviser.
SECTION 2.04 Fund Design. From time to time, VIA may develop new Funds for VF
responsive to the evolving needs of existing and potential Shareholders and
shall periodically evaluate the objectives and performance of each existing
Fund, and shall provide a recommendation to the Board of Directors of VF as to
whether such Fund should continue to be offered or whether its objectives,
policies, or strategies should be modified.
SECTION 2.05 Fees for Services. For the services to be provided under this
Article II, each Fund listed on an attached schedule to this Agreement shall pay
to VIA an advisory fee based upon its average daily net assets in the VF
computed at the annual rate(s) specified on such schedule. Fees shall be
calculated and accrued daily and paid monthly.
Fees charged by Subadvisers will be paid by the respective Fund directly to such
Subadvisers in accordance with the terms of Section 2.03.
Article III
OPERATIONAL SUPPORT
SECTION 3.01 Office Space and General Services.
(a) VIA shall provide VF with such office space as shall be required for
the operation of the VF.
(b) VIA shall furnish to each Fund such additional services and
professional support to operate the Fund as the Board of Directors or the
officers of VF shall from time to time specify.
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SECTION 3.02 Reimbursement to VIA. Each Fund shall reimburse VIA on a monthly
basis for the expenses, including costs of insurance, professional services,
printing and mailing, office space and facilities and transportation, and other
costs and expenses, incurred by VIA in providing operational support to such
Fund pursuant to this Article III.
Article IV
OTHER MATTERS
SECTION 4.01 Billing Procedures. VIA will submit monthly an itemized statement
of fees and expenses for services rendered to each Fund under this Agreement to
the President of VF or his/her designee.
SECTION 4.02 Liability. VIA shall not be liable to VF or any Fund for any error
of judgment or mistake of law or for any loss suffered by such Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from misfeasance, bad faith or negligence on the part of VIA in the
performance of its duties or from reckless disregard by it of its duties under
this Agreement. Nothing in this Section 4.02 shall constitute a waiver by VF of
any rights it or any Fund may have under applicable federal or state securities
laws.
SECTION 4.03 Delivery of Documents by VF and VIA.
(a) VF has delivered to VIA copies of each of the following documents and
will deliver to it all future amendments and supplements thereto if any:
(i) The Agreement and Declaration of Trust of VF dated July 28,
1998, as amended;
(ii) The By-laws of The Vantagepoint Funds, as amended; and
(iii) Certified resolutions of the Board of Directors of VF
authorizing the appointment of VIA and approving this
Agreement and authorizing the appointment of any Subadviser
and approving the Agreement with such Subadviser; and
(b) (i) VIA shall submit its audited financial statements to VF
within 120 days of the close of each calendar year.
(ii) VIA shall submit to VF VIA's current SEC Form ADV, and shall
submit to VF updated copies of Form ADV from time to time as
updates occur.
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SECTION 4.04 Effective Date, Duration and Termination.
(a) This Agreement shall be effective with respect to each Fund on the
date specified on the relevant schedule and shall have an initial term of two
(2) years. This Agreement shall continue automatically with respect to each Fund
for successive periods of one calendar year upon the annual approval of the
Board of Directors of VF, including a majority of those Directors of the Board
of VF who are not "interested persons" as that term is defined in the Investment
Company Act of 1940, or by a vote of a majority of the outstanding voting
securities of such Fund.
(b) This Agreement may be terminated with respect to a Fund by the Board
of Directors of VF or majority of outstanding voting securities of such Fund or
VIA at any time, without the payment of any penalty, on sixty (60) days' written
notice to the other party.
(c) In the event this Agreement is terminated, each Fund shall pay to VIA
any outstanding amounts payable under the terms of this Agreement that have
accrued with respect to such Fund as of the effective date of termination.
SECTION 4.05 Assignment. This Agreement shall automatically terminate in the
event of its assignment.
SECTION 4.06 Amendment. This Agreement may be amended only by an instrument in
writing executed by both parties.
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SECTION 4.07 Miscellaneous.
(a) The captions in this Agreement are included for convenience only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
(b) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) This Agreement supersedes any other agreement between the parties
concerning the matters covered herein.
SECTION 4.08 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
AGREED:
THE VANTAGEPOINT FUNDS
By: __________________________________
Title: Secretary
Date: _________________, 2004
VANTAGEPOINT INVESTMENT ADVISERS, LLC
By: __________________________________
Title: Secretary
Date: __________________, 2004
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SCHEDULE
TO
SECOND MASTER INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE VANTAGEPOINT FUNDS
AND
VANTAGEPOINT INVESTMENT ADVISERS, LLC
LIST OF FUNDS COVERED BY THIS AGREEMENT AND FEE SCHEDULE
NAME OF FUND ANNUAL RATE OF FEE EFFECTIVE DATE
------------ ------------------ --------------
(AS OF % OF AVERAGE DAILY NET
ASSETS)
MILESTONE RETIREMENT INCOME FUND 0.10% ____, 2004
MILESTONE 2010 FUND 0.10% ____, 2004
MILESTONE 2015 FUND 0.10% ____, 2004
MILESTONE 2020 FUND 0.10% ____, 2004
MILESTONE 2025 FUND 0.10% ____, 2004
MILESTONE 2030 FUND 0.10% ____, 2004
MILESTONE 2035 FUND 0.10% ____, 2004
MILESTONE 2040 FUND 0.10% ____, 2004
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