AMENDMENT No. 2 TO THE INVESTMENT SUBADVISORY AGREEMENT
This Amendment ("Amendment") to the Investment Subadvisory Agreement (defined below),
is effective as of April 1, 2010, by and among Vantagepoint Investment Advisers, LLC,
a Delaware limited liability company ("Client"), Artisan Partners Limited Partnership,a
Delaware limited partnership ("Subadviser"), and The Vantagepoint Funds, a Delaware
statutory trust (the "Funds").
WHEREAS, the Client, Artisan Partners Holdings LP and the Funds entered
into an InvestmentSubadvisory Agreement dated September 30, 2002, as amended
December 31, 2004 (the "Agreement"),
with respect to the Vantagepoint International Fund;
WHEREAS, the Client and the Funds consented to the assignment and
assumption of all of the rights and obligations of Artisan
Partners Holdings LP under the Agreement to the Subadviser by an
Assignment, Assumption and Consent Agreement dated as of June 17, 2009;and
WHEREAS, the Client, Subadviser 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. Schedule A (Fee Schedule) to the Agreement is hereby deleted
and replaced with the new Schedule A (Fee 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 Amendmentshall 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.
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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
Approved by: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Senior Vice President and Chief Investment Officer
Vantagepoint Investment Advisers, LLC
VANTAGEPOINT INVESTMENT ADVISERS, LLC
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Assistant Secretary
ICMA Retirement Corporation
Approved by: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Senior Vice President and Chief Investment Officer
Vantagepoint Investment Advisers, LLC
ARTISAN PARTNERS LIMITED PARTNERSHIP
By: Artisan Investments GP LLC, its general partner
By: /s/ Xxxxx Xxxxx
Xxxxx X. Xxxxx
Vice President
Schedule A
VANTAGEPOINT INVESTMENT ADVISERS, LLC
THE VANTAGEPOINT FUNDS
Fee Schedule
For
Artisan Partners Limited Partnership
Vantagepoint International Fund
The Subadviser's quarterly fee shall be calculated based on the average
daily net assetvalue of the assets under the Subadviser's
management as provided by the Client orCustodian, at
Client's discretion, based on the following annual rate.
First $100 million 0.70%
Over $100 million 0.60%
Exhibit (d)(116)
20949833.2
20949833.2
