EXHIBIT 99.22(d)(8)
AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
This Second Amendment ("Amendment") to the Investment Advisory Agreement
(defined below), is effective as of December 31, 2004, by and between
Vantagepoint Investment Advisers, LLC, a Delaware limited liability company
("Client"), Tukman Capital Management, Inc. ("Adviser"), and The Vantagepoint
Funds, a Delaware business trust (the "Funds").
WHEREAS, the Client and Adviser entered into the Investment Advisory
Agreement dated October 1, 1999 (the "Agreement") for the management of the
Vantagepoint Growth Fund (the "Fund");
WHEREAS, the Client, Adviser and the Funds previously amended the
Agreement effective as of December 10, 2001;
WHEREAS, the Funds, on behalf of the Fund, is a party to certain
designated Sections of the Agreement, as set forth in the Agreement; and
WHEREAS, the Client, Adviser 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:
In the absence of any willful misfeasance, bad faith, or gross
negligence in the performance of Adviser's duties, or by reason of
Adviser's reckless disregard of its obligations and duties under
this Agreement, Adviser shall not be liable to the Client or the
Fund for honest mistakes of judgment or for action or inaction taken
in good faith for a purpose that Adviser 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. Adviser shall not be liable for
actions or inactions of Client, other advisers or service providers
to the Fund. Client shall indemnify Adviser for any liabilities or
costs related to any alleged or actual misstatements or omissions in
the Fund's Registration Statement that were not based on information
provided by Adviser.
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
TUKMAN CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Xxxxxx X. Xxxxxxxx, Vice-President
