AMENDMENT NO. 5 TO INVESTMENT SUBADVISORY AGREEMENT

AMENDMENT NO. 5 TO INVESTMENT SUBADVISORY AGREEMENT

     This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is effective as of January 18, 2013, 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 (the “Funds”).

     WHEREAS, the Client, Subadviser and the Funds entered into an Investment Subadvisory Agreement dated December 29, 2003, as amended (the “Agreement”), with respect to the Vantagepoint Overseas Equity Index Fund;

     WHEREAS, the Client, Subadviser and the 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) 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, 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 Overseas Equity Index Fund
		By:
				Xxxxxx Xxxxxx, Secretary
				The Vantagepoint Funds
		Date:		January 18, 2013

 Approved by:

Xxxxx Xxxxxx, Chief Investment Officer

Vantagepoint Investment Advisers, LLC

Date:   January 18, 2013

		VANTAGEPOINT INVESTMENT ADVISERS, LLC
		By:
				Xxxxxx Xxxxxx, Assistant Secretary
		Date:		January 18, 2013

 Approved by:

Xxxxx Xxxxxx, Chief Investment Officer

Vantagepoint Investment Advisers, LLC

Date: January 18, 2013

MELLON CAPITAL MANAGEMENT CORPORATION

By:

Title:

Date:

Schedule A

VANTAGEPOINT INVESTMENT ADVISERS, LLC

THE VANTAGEPOINT FUNDS

Fee Schedule

For

Mellon Capital Management Corporation

Vantagepoint Overseas Equity Index Fund

The Subadviser’s quarterly fee shall be calculated based on the average daily net asset value of the assets under the Subadviser’s management as provided by the Custodian, based on the following annual rate:

First $150 million			0.05	%
Over $150 million			0.03	%