INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of October 12, 2009
(the "Effective Date"), by and between Vantagepoint Investment Advisers, LLC,
a Delaware limited liability company (hereafter "Client"),
and Mondrian Investment Partners Limited, a limited liability company
organized under the laws of England and Wales (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 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.
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
("SEC") or other regulatory body.
(b) Limitation on Authority. Except as expressly authorized herein
or hereafter from time to time, Subadviser shall for all purposes
be deemed an independent contractor and shall have no authority to
act for or to represent Client or The Vantagepoint Funds in any way
or otherwise to be an agent of Client or the Fund. The activities
of Client and Subadviser in managing the assets of the Fund shall
in all instances be conducted subject to the supervision
and direction of the Board of Directors of The Vantagepoint
Funds and in compliance with applicable laws and rules.
(c) Proxy Voting. Unless otherwise instructed by Client or
The Vantagepoint Funds, Subadviser shall have discretion to
take any action or render any advice with respect to the voting
of shares or the execution of proxies solicited from time to
time by, or with respect to, the issuers of securities held
in the Account in accordance with the Subadviser's written
proxy voting policies and procedures as provided by the
Subadviser to Client and the Board of Directors of
The Vantagepoint Funds from time to time. Subadviser
will report quarterly to Client and the Fund regarding
such voting in a format reasonably requested by the Client.
Subadviser represents that it has adopted and implemented
written policies and procedures that are reasonably designed
to ensure that the Subadviser votes proxies in the best interest
of the Fund in compliance with the requirements of Rule 206(4)-6 under
the Investment Advisers Act of 1940 ("Advisers Act"). The Subadviser
shall promptly provide notice and copies of any material changes to
its policies, procedures or other guidelines for voting proxies to
the Board of Directors of The Vantagepoint Funds or the Client.
Upon request, the Subadviser shall provide The Vantagepoint Funds
with a complete and current copy of its policies, procedures and
other guidelines or a description of such policies, procedures
and guidelines for the purpose of filing such document(s) in
The Vantagepoint Funds' prospectus or as otherwise required
by the Securities Act of 1933 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 these individuals.
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: Xxxxxxxxx Xxxxxxx
Xxxxx Xxxxx
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.
4. INVESTMENT POLICIES
(a) Investment Objectives and Restrictions. Subject to the supervision
of The Vantagepoint Funds' Board of Directors and Client,
Subadviser shall manage the assets and direct the investments
of the Fund held in the Account in accordance with The Vantagepoint Funds'
prospectus and statement of additional information, with the written
investment objectives, policies, procedures, guidelines, restrictions
and liquidity requirements of The Vantagepoint Funds and the Fund, with
The Vantagepoint Funds' compliance policies, guidelines and procedures
and with any additional investment guidelines and policies that may be
communicated, from time to time, by the Client to the Subadviser,
all as they may be restated or modified from time to time by Client
or The Vantagepoint Funds. Client retains the right, on written notice
to Subadviser and without amending this Agreement, to modify any
such objectives, policies, procedures, guidelines, restrictions,
or requirements in any manner and at any time as may be allowed
pursuant to the 1940 Act and consistent with the terms of the Master
Investment Advisory Agreement with The Vantagepoint Funds.
(b) Agreement and Registration Statement. Subadviser will adhere
to all specific provisions in this Agreement and in The Vantagepoint Funds'
current Registration Statement on Form N-1A as it may be amended and updated
from time to time and filed with the SEC 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.
(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.
(c) Valuation Information. On a daily basis, reports of the Account's
portfolio holdings and market values will be made available to Subadviser
and Subadviser shall report as promptly as possible on the next U.K.
business day to the Custodian and to Client any material discrepancies
between the Custodian's records and those of the Subadviser and for
informational purposes, any material differences between the prices
assigned to the securities in the Account and the prices that Subadviser
believes should be assigned to them. On an ongoing basis, Subadviser
shall monitor market developments for significant events occurring after
the close of the primary markets for particular securities held by the
Account that may materially affect their value, and shall promptly notify
Client of any such event that comes to Subadviser's attention. In addition,
Subadviser shall respond promptly to any reasonable request from Client
for information needed to assist The Vantagepoint Funds in the valuation
of any Account security, and to provide to Client such information as
is in Subadviser's possession. Nothing in paragraph (c) or (e) of this
Section 6 shall cause Subadviser to be responsible or liable for
ensuring the accuracy or completeness of the daily portfolio holdings
reports prepared by the Custodian or for Client's pricing determinations
with respect to the Fund's portfolio securities.
(d) Reconciliations. 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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 not inconsistent 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(h).
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.
(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.
10. COMPLIANCE POLICIES AND PROCEDURES
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.
11. XXXXXXX XXXXXXX POLICIES AND CODE OF ETHICS
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 28, 2011. This Agreement may be
renewed thereafter for successive periods, the length of which shall be
determined by the Board of Directors of The Vantagepoint Funds, provided
that such renewal is specifically approved at least annually by the Board
of Directors of The Vantagepoint Funds, including a majority of those
Directors of the Board of The Vantagepoint Funds who are not parties
to the Agreement or "interested persons" of any party to the Agreement
(as that term is defined in the 1940 Act).
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.
(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:
Client and Funds:
The Vantagepoint Funds
Vantagepoint Investment Advisers, LLC
Attention: Legal Department
c/o ICMA Retirement Corporation
000 Xxxxx Xxxxxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Fax: 000-000-0000
Subadviser:
Mondrian Investment Partners Limited
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxxx Xxxxxxxx
xxxxx.xxxxxxxx@xxxxxxxx.xxx
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.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON
_________________, 2009 and make it effective on the date first set forth at the
beginning of this Agreement.
Client Subadviser
Vantagepoint Investment Advisers, LLC Mondrian Investment Partners Limited
by: by:
____________________________
Xxxxxx Xxxxxx, Assistant Secretary (signature)
ICMA Retirement Corporation
Approved by: _________________
Xxxxx Xxxxxx (name, title)
Chief Investment Officer
Vantagepoint Investment Advisers, LLC
Fund
The Vantagepoint Funds, on behalf of the Vantagepoint International Fund
by:
_______________________
Xxxxxx Xxxxxx, Secretary
Approved by: _________________
Xxxxx Xxxxxx
Chief Investment Officer
Vantagepoint Investment Advisers, LLC
Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
Fee Schedule
For
Mondrian Investment Partners Limited
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 $100 million 0.54 percent
Over $100 million 0.40 percent
20930707.3
20930707.3
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