EXHIBIT 99.22(d)(32)
AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
This Amendment ("Amendment") to the Investment Subadvisory Agreement (defined
below), is effective as of December 31, 2004, by and between Vantagepoint
Investment Advisers, LLC, a Delaware limited liability company ("Client"), X.
Xxxx Price Associates, Inc. ("Subadviser"), and The Vantagepoint Funds, a
Delaware business trust (the "Funds").
WHEREAS, the Client, Subadviser and the Funds, entered into the Investment
Subadvisory Agreement dated March 13, 2003 (the "Agreement") for the management
of the Vantagepoint Aggressive Opportunities Fund (the "Fund"); and
WHEREAS, the Client, Subadviser and the Funds desire to 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 12. LIABILITY, is hereby amended and restated as follows:
(a) In the absence of any willful misfeasance, bad faith, or
gross negligence in the performance of Subadviser's duties, or by
reason of the Subadviser's reckless disregard of its obligations and
duties under this Agreement, Subadviser shall not be liable to
Client or the Fund 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 Fund may have under federal or state securities
laws.
(b) Client shall indemnify Subadviser against any liability,
damages, or expenses arising out of the negligence, malfeasance or
violation of any applicable law, regulation, or internal policy for
which Client has the primary responsibility of compliance and the
responsibly for which has not been specifically delegated to
Subadviser.
2. All other provisions of the Agreement 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 ON December 31,
2004.
THE VANTAGEPOINT FUNDS
By: /s/ Xxxx Xxxxxxxxx
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Title: Xxxx Xxxxxxxxx, Secretary
VANTAGEPOINT INVESTMENT ADVISERS, LLC
By: /s/ Xxxx Xxxxxxxxx
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Title: Xxxx Xxxxxxxxx, Secretary
X. XXXX PRICE ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Xxxxxxx X. Xxxxxx, Vice President
