AMENDMENT NO. 4 TO INVESTMENT SUBADVISORY AGREEMENT
This Amendment to the Investment Subadvisory Agreement effective as of
October 1, 1999 (the "Agreement") by and among Vantagepoint Investment
Advisers, LLC, a Delaware limited liability company ("Client"),
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Management, Inc., a Delaware corporation
("Subadviser"), and The Vantagepoint Funds, a Delaware statutory
trust shall be effective as of January 19, 2009.
WHEREAS, the Client, Subadviser and The Vantagepoint Funds
entered into the Agreement for the management of the Vantagepoint
Growth Fund, a series of The Vantagepoint Funds;
WHEREAS, the Client, Subadviser and The Vantagepoint Funds
desire to further amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants
herein set forth, the parties hereto agree as follows:
1. Section 6(b) Reconciliations. Section 6(b) of the Agreement
is hereby amended and restated as follows:
(b) Reconciliations. 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 same business day to the Custodian and to Client any
discrepancies between the Custodian's records and those of the
Subadviser, including differences between the prices assigned to
the securities in the Account and the prices that Subadviser believes
should be assigned to them. In addition, Subadviser shall
respond promptly to any 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. 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.
2. All other provisions of the Agreement, as previously amended,
remain in full force and effect.
3. Unless otherwise defined in this Amendment, all terms
used in this Amendment shall have the same meaning given to
them in the Agreement.
4. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT:
THE VANTAGEPOINT FUNDS, on behalf of the Vantagepoint
Growth Fund
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
The Vantagepoint Funds
Date: January __, 2009
Approved by:
▇▇▇▇▇ ▇▇▇▇▇▇, Chief Investment Officer
Vantagepoint Investment Advisers, LLC
Date: January __, 2009
VANTAGEPOINT INVESTMENT ADVISERS, LLC
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇, Assistant Secretary
ICMA Retirement Corporation
Date: January __, 2009
Approved by:
▇▇▇▇▇ ▇▇▇▇▇▇, Chief Investment Officer
Vantagepoint Investment Advisers, LLC
Date: January __, 2009
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.
By:
Title: ______
Date: January __, 2009
20914515.2
20914515.2
(d)(105)
20914515.2
