INVESTMENT SUBADVISORY AGREEMENT This Investment Subadvisory Agreement is made as of
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 Wellington
Management Company, LLP, a Massachusetts Limited Liability 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 Discovery 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 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 prior to the date on which such amendments or related
filings are made with the Securities and Exchange Commission or other regulatory
body or are otherwise effective.
(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 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 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:
▇▇▇▇▇ ▇. Rome, CFA
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, all as they may be restated
or modified from time to time by Client or The Vantagepoint Funds and provided
to Subadviser in writing. 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 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”).
(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.
(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).
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. Notwithstanding the foregoing, the Client acknowledges that
Subadviser is not a pricing vendor for the Fund and does not have responsibility
for determining the market value of any asset in the Account, provided however
that in response to the Client’s request, the Subadviser shall provide
information regarding an asset in the Account, which may be used in determining
its fair market value for purposes of calculating the Fund’s net asset
value.
(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 (as defined in Subadviser’s Pricing Policy
and Procedures) 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 furnish
to
the Subadviser copies of the applicable portions of 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, for review prior to their use, except for materials that solely
reference Subadviser as a subadviser of the Fund. Client shall ensure that
such
materials prepared by employees or agents of Client or its affiliates are not
inconsistent with information 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 and Subadviser will use best efforts to follow such
directions in accordance with its Policy and Procedures on Brokerage Practices),
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.
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 partners, 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 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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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ 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 material changes or supplements thereto shall be delivered to
Client and The Vantagepoint Funds. Subadviser shall furnish the Board
of Directors of The Vantagepoint Funds with any written reports required under
Rule 17j-1.
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 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 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. 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. Subadviser will notify the Client
of
any additions to or withdrawals of partners of Sub-Adviser within a reasonable
time after such additions or withdrawals.
(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
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇.
▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇.▇. ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Subadviser:
Wellington
Management Company,
LLP
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal
Services
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
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 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.
20834480.3
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
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|
Vantagepoint
Investment Advisers, LLC
|
Wellington
Management Company, LLP
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|
by:
|
by:
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(signature)
|
(signature)
|
|
[
|
],
Secretary
|
(name,
title)
|
|
|
Approved
by: _________________
|
|
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[name;
title]
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|
|
Fund
|
|
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The
Vantagepoint Fund, on behalf of the Vantagepoint Discovery Fund
|
|
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by:
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_______________________
[
], Secretary
|
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Approved
by: _________________
|
|
|
[name;
title]
|
|
13
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20834480.3
Schedule
A
VANTAGEPOINT
INVESTMENT ADVISERS, LLC
THE
VANTAGEPOINT FUNDS
Fee
Schedule
For
Wellington
Management Company, LLP
Vantagepoint
Discovery 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
0.73 percent
Next
$300
million
0.70 percent
Over
$500
million
0.67 percent
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13
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20834480.3