AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
Exhibit (d)(109)
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”), STW Fixed Income Management Ltd., a Bermuda corporation
(“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust (the “Funds”).
WHEREAS, the Client, Subadviser and the Funds, entered into the Investment Subadvisory
Agreement dated November 5, 2004 (the “Agreement”) for the management of the Vantagepoint
Short-Term Bond 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. | Amendment |
Section 13. 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
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 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 in this Agreement.
| 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 AS OF December 31, 2004.
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Secretary | |||
| Approved: | /s/ Xxxxx Xxxxxx | ||||
| Name: | Xxxxx Xxxxxx | ||||
| Title: | Chief Investment Officer, Vantagepoint Investment Advisers, LLC | ||||
VANTAGEPOINT INVESTMENT ADVISERS, LLC
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Secretary | |||
| Approved: | /s/ Xxxxx Xxxxxx | ||||
| Name: | Xxxxx Xxxxxx | ||||
| Title: | Chief Investment Officer, Vantagepoint Investment Advisers, LLC | ||||
STW FIXED INCOME MANAGEMENT LTD.
| By: | /s/ Xxxxxxxxx Xxx | |||
| Name: | Xxxxxxxxx Xxx | |||
| Title: | Principal and Chief Compliance Officer | |||
