AMENDMENT NO. 2 TO INVESTMENT SUBADVISORY AGREEMENT

AMENDMENT NO. 2 TO INVESTMENT SUBADVISORY AGREEMENT

This Amendment (“Amendment”) to the Agreement (defined below), is effective as of June 20, 2014, by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Xxxxxx Xxxxx & Partners Limited, a limited liability company incorporated in Scotland (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust.

WHEREAS, the Client, Subadviser and The Vantagepoint Funds entered into an Investment Subadvisory Agreement effective as of October 2, 2006, as amended, with respect to the Vantagepoint International Fund, a series of The Vantagepoint Funds (the “Agreement”);

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. Schedule A (Fee Schedule) shall be replaced in its entirety with the schedule attached to this Amendment.

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 Amendment effective as of the date first set forth above.

THE VANTAGEPOINT FUNDS, on behalf of the Vantagepoint International Fund

By:		/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx, Secretary
Date:		6/20/2014
		Approved by:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx, Chief Investment Officer
				Vantagepoint Investment Advisers, LLC
		Date :		June 20, 2014
VANTAGEPOINT INVESTMENT ADVISERS, LLC
By:		/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx, Assistant Secretary
Date:		6/20/2014
		Approved by:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx, Chief Investment Officer
		Date:		June 20, 2014
XXXXXX XXXXX & PARTNERS LIMITED
By:		/s/ Xxxx Xxxxxxxxx
Title:		Managing Director
Date:		26/6/14

Schedule A

VANTAGEPOINT INVESTMENT ADVISERS, LLC

THE VANTAGEPOINT FUNDS

Fee Schedule

For

Xxxxxx Xxxxx & Partners Limited (“Xxxxxx Xxxxx”)

Vantagepoint International Fund

Fee Schedule for Xxxxxx Xxxxx’x EAFE/International Strategy Portfolio and Emerging Markets Strategy Portfolio

The Subadviser’s quarterly fee shall be calculated based on the average daily net asset value of assets under the Subadviser’s management for all strategies as provided by the Client or Custodian, at Client’s discretion, based on the following annual rate.

0.50%