INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of June 30, 2008 (the
"Effective Date"), by and between Vantagepoint Investment Advisers, LLC, a
Delaware limited liability company (hereafter "Client"), and Westfield Capital
Management Company, L.P., a Delaware limited 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 Growth 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. 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: Xxxxxxx X. Xxxxxx
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) Reconciliations. On a daily basis, Subadviser shall review reports
of the Account's portfolio holdings as provided to Subadviser by the Custodian
and shall report as promptly as possible to the Custodian and to Client any
discrepancies between the prices assigned to the securities in the Account and
the prices that Subadviser believes should be assigned to them. On an ongoing
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. Under no circumstances shall the Subadviser be
liable for any loss arising out of any act or omission taken by another subadviser,
or any other third party, in respect of any portion of the Accounts assets not
managed by the Subadviser pursuant to this Agreement.
(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 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(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 in its sole discretion, 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, including as a result of termination of this Agreement
pursuant to Section 15 hereof, 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 prior to termination 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.
(d) Expenses. During the term of this Agreement, the Subadviser will
pay all expenses incurred by it in connection with its activities under this
Agreement, other than the costs of securities, commodities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased or otherwise acquired, or sold or otherwise disposed of, for The
Vantagepoint Funds. The Subadviser, at its sole expense, shall employ or
associate itself with such persons as it believes to be particularly fitted to assist it
in the execution of its duties under this Agreement.
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.
Nothing contained herein shall be deemed to limit or restrict the right of the
Subadvsier or any of its Affiliates to engage in and devote time and attention to
other business or to render services of whatever kind or nature. 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. Under no circumstances shall the
Subadviser be liable for any loss arising out of any act or omission taken by
another subadviser, or any other third party, in respect of any portion of the
Account's assets not managed by the Subadviser pursuant to this Agreement.
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, 2010. 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) Client hereby acknowledges that it received a copy of the
Subadviser's Form ADV prior to the execution of this Agreement.
(d) 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:
Westfield Capital Management Company, L.P.
Attention: Xxxxxx Xxxxxx
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
Westfield Capital Management Company, L.P.
Attention: Xxxxx XxXxxxxx
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
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 June 16, 2008 and make it effective on the date first set forth
at the beginning of this Agreement.
Client Subadviser
Vantagepoint Investment Advisers, LLC Westfield Capital Management
Company, L.P.
by: by:
___________________ ___________________
(signature) (signature)
___________________ ___________________
(name, title) (name, title)
Approved by: ___________________
(signature)
___________________
(name, title)
Fund
The Vantagepoint Funds, on behalf of the Growth Fund
by:
___________________
Xxxxxx Xxxxxx, Secretary
Approved by: ___________________
(signature)
___________________
(name, title)
Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
Fee Schedule
For
WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P.
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.
0.35% for the first $300 million in assets
0.30% for assets over $300 million
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