AMENDMENT NO. 3 TO INVESTMENT SUBADVISORY AGREEMENT
Exhibit (d)(97)
AMENDMENT NO. 3 TO INVESTMENT SUBADVISORY AGREEMENT
This Amendment to the Investment Subadvisory Agreement dated as of December 29, 2003, as amended
(the “Agreement”) 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, 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 S&P 500 Stock Index 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(c) Reconciliations. Section 6(c) of the Agreement is hereby amended and
restated as follows:
(c) Reconciliations. On a daily basis, Subadviser shall review reports of the
Account’s portfolio holdings as provided to Subadviser by the Custodian and shall report as
promptly as possible within two (2) business days to the Custodian and to Client any
discrepancies between the holdings of the securities in the Account and the prices that
Subadviser believes should be assigned to them. 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 AMENDMENT:
| THE VANTAGEPOINT FUNDS, on behalf of the Vantagepoint S&P 500 Stock Index Fund | ||||||||
| By: | ||||||||
| Xxxxxx Xxxxxx, Secretary The Vantagepoint Funds |
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| Date: April __, 2009 | ||||||||
| Approved by: | ||||||||
| Xxxxx Xxxxxx, Chief Investment Officer Vantagepoint Investment Advisers, LLC |
||||||||
| Date: April __, 2009 | ||||||||
| VANTAGEPOINT INVESTMENT ADVISERS, LLC | ||||||||
| By: | ||||||||
| Xxxxxx Xxxxxx, Assistant Secretary ICMA Retirement Corporation |
||||||||
| Date: April __, 2009 | ||||||||
| Approved by: | ||||||||
| Xxxxx Xxxxxx, Chief Investment Officer Vantagepoint Investment Advisers, LLC |
||||||||
| Date: April __, 2009 | ||||||||
| MELLON CAPITAL MANAGEMENT CORPORATION | ||||||
| By: | ||||||
| Title: | ||||||
| Date: April __, 2009 | ||||||
