AMENDMENT NO. 5 TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 5 TO INVESTMENT SUBADVISORY AGREEMENT
This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is
effective as of January 18, 2013, by and among Vantagepoint Investment Advisers, LLC, a Delaware
limited liability company (“Client”), Mellon Capital Management Corporation, a Delaware corporation
(“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust (the “Funds”).
WHEREAS, the Client, Subadviser and the Funds entered into an Investment Subadvisory Agreement
dated December 29, 2003, as amended (the “Agreement”), with respect to the Vantagepoint Broad
Market Index Fund;
WHEREAS, the Client, Subadviser and the 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. | Schedule A (Fee Schedule) to the Agreement is hereby deleted and replaced with the new Schedule A (Fee Schedule) attached to this Amendment. | ||
| 2. | Section 23 (Wilshire Index Notice) of the Agreement shall be deleted effective May 1, 2013. | ||
| 3. | All other provisions of the Agreement, as previously amended, remain in full force and effect. | ||
| 4. | Unless otherwise defined in this Amendment, all terms used in this Amendment shall have the same meaning given to them in the Agreement. | ||
| 5. | 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 AMENDMENT:
| THE VANTAGEPOINT FUNDS, on behalf of the Vantagepoint Broad Market Index Fund | ||||||
| By: | ||||||
| The Vantagepoint Funds | ||||||
| Date: | January 18, 2013 | |||||
| Approved by: | ||||||
| Vantagepoint Investment Advisers, LLC | ||||||
| Date: January 18, 2013 | ||||||
| VANTAGEPOINT INVESTMENT ADVISERS, LLC | ||||||
| By: | ||||||
| Date: | January 18, 2013 | |||||
| Approved by: | ||||||
| Vantagepoint Investment Advisers, LLC | ||||||
| Date: January 18, 2013 | ||||||
| MELLON CAPITAL MANAGEMENT CORPORATION | ||||||
| By: | ||||||
| Title: | ||||||
| Date: | ||||||
Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
Fee Schedule
For
Mellon Capital Management Corporation
Vantagepoint Broad Market Index Fund
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 Custodian, based on the following
annual rate:
First $400 million |
0.0175 | % | ||
Over $400 million |
0.0100 | % |
