AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
Exhibit (d)(94)
AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
This Amendment to the Investment Subadvisory Agreement effective as of January 25, 2006 (the
“Agreement”) by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability
company (“Client”), Xxxx Xxxxx Capital Management, Inc., a Maryland corporation (“Subadviser”), and
The Vantagepoint Funds, a Delaware statutory trust shall be effective as of January 9, 2009.
WHEREAS, the Client, Subadviser and The Vantagepoint Funds entered into the Agreement for the
management of the Vantagepoint Aggressive Opportunities 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 14. TERM. Section 14 of the Agreement is hereby amended and restated as
follows:
This Agreement shall be in effect for an initial term of two years beginning on the
Effective Date. This Agreement may be renewed thereafter for successive periods, the length
of which shall be determined by the Board of Directors of The Vantagepoint Funds, provided
that such renewal is specifically approved at least annually by a majority of the Board of
Directors of The Vantagepoint Funds, including a majority of those Directors of the Board of
The Vantagepoint Funds who are not parties to the Agreement or “interested persons” of any
party to the Agreement as that term is defined in the 1940 Act.
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 AGREEMENT:
THE VANTAGEPOINT FUNDS, on behalf of the Aggressive Opportunities Fund
| By: | ||||||||
| Title: | ||||||||
| Date: December __, 2008 | ||||||||
| Approved by: | ||||||||
| Xxxxxx Xxxxxx, Secretary | ||||||||
| Date: December __, 2008 | ||||||||
| VANTAGEPOINT INVESTMENT ADVISERS, LLC | ||||||||
| By: | ||||||||
| Xxxxxx Xxxxxx, Assistant Secretary ICMA Retirement Corporation |
||||||||
| Date: December __, 2008 | ||||||||
| Approved by: | ||||||||
| Xxxxx Xxxxxx, Chief Investment Officer Vantagepoint Investment Advisers, LLC |
||||||||
| Date: December __, 2008 | ||||||||
| XXXX XXXXX CAPITAL MANAGEMENT, INC. | ||||||
| By: | ||||||
| Title: | ||||||
| Date: December __, 2008 | ||||||
