EXHIBIT 99.22(d)(4)
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"), Capital Guardian Trust Company ("Sub-Adviser"), and The Vantagepoint
Funds, a Delaware business trust (the "Funds").
WHEREAS, the Client and Sub-Adviser entered into the Investment
Subadvisory Agreement dated March 1, 1999 (the "Agreement") for the management
of the Vantagepoint International Fund (the "Fund");
WHEREAS, the Funds, on behalf of the Fund, is a party to certain
designated Sections of the Agreement, as set forth in the Agreement;
WHEREAS, the Client, Sub-Adviser and Funds previously amended the
Agreement effective as of December 10, 2001; and
WHEREAS, the Client, Sub-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. LIMITATION ON LIABILITY AND INDEMNIFICATION, is hereby
amended and restated as follows:
Notwithstanding anything to the contrary herein, in the
absence of any willful misfeasance, bad faith, or gross negligence,
in the performance of the Sub-Adviser's duties, or by reason of the
Sub-Adviser's reckless disregard of its obligations and duties under
this Agreement, the Sub-Adviser shall not be subject to liability to
the Fund, Client or their respective shareholders or any other
person for any act or omission in the course of rendering services
under this Agreement or for losses sustained in connection with the
matters to which this Agreement relates. 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.
Sub-Adviser agrees to indemnify and hold harmless Client, any
affiliated person within the meaning of Section 2(a)(3) of the
Investment Company Act of 1940 ("affiliated person" and the "1940
Act", respectively) of Client (other than the Sub-Adviser) and each
person, if any, who, within the meaning of Section 15 of the
Securities Act of 1933 (the "1933 Act"), controls the Client
("controlling person") against any and all losses, claims damages,
liabilities or litigation (including reasonable legal and other
expenses) to which the Client or such affiliated
person or controlling person may become subject under the 1933 Act,
the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers
Act"), or under any other statue, at common law or otherwise, which
may be based upon willful misfeasance, bad faith, or gross
negligence in the performance of the Sub-Adviser's duties, or
reckless disregard of its obligations and duties under this
Agreement, provided however, that no indemnity by the Sub-Adviser is
required for any matter which requires the Client to provide an
indemnity under the paragraph directly below.
Client agrees to indemnify and hold harmless Sub-Adviser, its
affiliates and their respective directors, officers, employees and
affiliated persons and controlling persons (collectively, the
"Indemnified Sub-Adviser Parties") against any and all losses,
claims, damages, liabilities or litigation (including reasonable
legal and other expenses) to which any of the Indemnified
Sub-Adviser Parties may become subject under the 1933 Act, the 1940
Act, the Advisers Act, or under any other statute, at common law or
otherwise, which does not require the Sub-Adviser to provide an
indemnity under the paragraph directly preceding this one, provided
that none of the Indemnified Sub-Adviser Parties has acted in a
manner that involves willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or reckless disregard
of its obligations and duties under 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 ON
December 31, 2004.
THE VANTAGEPOINT FUNDS
By: /s/ Xxxx Xxxxxxxxx
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Title: Xxxx Xxxxxxxxx, Secretary
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VANTAGEPOINT INVESTMENT ADVISERS, LLC
By: /s/ Xxxx Xxxxxxxxx
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Title: Xxxx Xxxxxxxxx, Secretary
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CAPITAL GUARDIAN TRUST COMPANY
By: /s/ Illegible
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Title: Senior Vice President & Treasurer
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