MASTER INVESTMENT ADVISORY AGREEMENT BETWEEN THE VANTAGEPOINT FUNDS AND VANTAGEPOINT INVESTMENT ADVISERS, LLC

Exhibit (d)(106)

MASTER INVESTMENT ADVISORY AGREEMENT

BETWEEN

THE VANTAGEPOINT FUNDS

AND

VANTAGEPOINT INVESTMENT ADVISERS, LLC

AGREEMENT, made the 1^st day of March 1999, and amended as of December 1, 2000, between the Vantagepoint Funds (“VF”) and Vantagepoint Investment Advisers, LLC (“VIA”).

RECITALS

(1)    VF is an open-end, diversified management investment company organized as a Delaware business trust and registered under the Investment Company Act of 1940. The VF is organized as a “series” investment company, and offers 13 distinct investment portfolios (the “Funds”, each a “Fund”).

(2)    VIA has been established to provide investment advisory services to each VF Fund and to manage and supervise other investment advisers who provide such services to the Funds.

(3)    VF and VIA wish to enter into this Master Investment Advisory Agreement (the “Agreement”), under which VIA will render investment advisory services to the Funds and manage and supervise other investment advisers who provide such services to the Funds and also will furnish operational support to each Fund. This Agreement includes payment provisions under which amounts are paid by VF to pay VIA for services and support rendered under this Agreement.

AGREEMENT

Article I

General

SECTION 1.01 Definitions. Unless otherwise specifically provided herein, capitalized terms have the meanings ascribed in the Agreement and Declaration of Trust of the Vantagepoint Funds dated July 28, 1998, as now or hereinafter amended.

Article II

Investment Advisory and Management Services

SECTION 2.01 Appointment of Adviser. VF hereby appoints VIA to act as the investment adviser to VF and its Funds and to manage and supervise other investment advisers who provide services to VF under the terms and conditions set forth in this Agreement. VIA accepts such appointment and agrees to render the services herein described, for the compensation herein provided.

SECTION 2.02 Duties Relating to the Funds. Subject to the supervision of the Board of Directors of VF, VIA shall manage the investment operations of the VF and the composition of each Fund’s portfolios in accordance with its investment objectives, policies and restrictions set forth in the current prospectus and statement of additional information for VF and such additional guidelines as may be established from time to time by VF. In performing such services, VIA shall use its best informed judgment, and shall have the following responsibilities:

     (a)   VIA shall supervise and direct each Fund’s investments and shall have the discretion to determine from time to time what investments, securities, commodities or financial futures contracts or options thereon (“futures”) will be purchased, retained, sold or lent by a Fund and what portion of its assets will be invested or held uninvested as cash;

     (b)   Subject to the receipt of such approvals of the Board of Directors of VF and the shareholders of its Funds as may be required by law, VIA may discharge its responsibilities to VF and its Funds through the appointment of one or more subadvisers (“Subadvisers”) as provided in Section 2.03 below to which it may delegate the responsibilities granted to it herein;

     (c)   Subject to the limits set forth below, VIA may place orders, pursuant to its determinations as to what securities or other instruments should be purchased or sold on behalf of a Fund, with or through such persons, brokers, dealers or futures commissions merchants as it may select; VIA may delegate this authority to Subadvisers duly appointed by it;

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     (cc)  VIA shall furnish VF’s Board of Directors such periodic and special reports as the Board may request, including reports on the nature and quality of services provided by Subadvisers. VIA shall provide such information as the Board of Directors may request and such information as shall be reasonably necessary to evaluate the terms of any investment advisory contract.

     (d)   VIA may cause each Fund to keep such portion of its assets in cash or cash balances as VIA, from time to time, may deem to be in the best interest of such Fund without liability for interest thereon;

     (e)   VIA shall maintain, and cause Subadvisers to maintain, books and records with respect to its and their services to the Funds in accordance with good practice, applicable federal and state securities laws, and such instructions as may be provided to it by VF from time to time;

     (g)   VIA shall provide, or cause the Subadvisers to provide, to each custodian of the assets of, and accountant or bookkeeper for, each Fund, in a timely fashion all requisite information relating to transactions concerning the assets of VF.

     (h)   VIA may, and may authorize Subadvisers to, unless specifically instructed to the contrary by the Board of Directors of the Fund, vote upon all general or specific proxies relative to stocks, bonds, or other securities held in VF, give general or specific powers of attorney with or without power of substitution; exercise any conversion privileges, subscription rights, or other options, and make any payments incidental thereto; oppose, or consent to, or participate in, any corporate reorganization or other changes affecting corporate securities, participate in any class action lawsuit the subject of which is a security (or issuer of a security) held by a Fund, and delegate discretionary powers, and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of VF property;

     (i)   VIA shall furnish to the Model Portfolio Funds advice with respect to an appropriate allocation of assets to achieve the stated investment objective of each Model Portfolio Fund, shall monitor the performance of such Funds to reassess the appropriateness of those allocations, and shall periodically rebalance the assets in the Model Portfolio Funds to conform to those allocations.

SECTION 2.03 Subadvisers. Subject to the receipt of such approvals of the Board of Directors of VF and the shareholders of its Funds as may be required by law, VIA is authorized to enter into agreements on behalf of VF with Subadvisers under which the Subadvisers agree to perform all or any portion of the management and advisory duties with respect to all or any portion of the Funds of VF. In the event VIA enters into one or more such agreements, the VIA will retain the authority andresponsibility to monitor and review the performance of each Subadviser.

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VIA may negotiate contracts that specify investment subadvisory fees and provide for payment of such fees directly by VF, and delegate to the Subadvisers responsibility for the day-to-day investment operations of the Funds with respect to which the Subadvisers are hired, including any or all of the responsibilities set forth in Section 2.02 hereof, except the power to enter into contracts with Subadvisers. Each such contract with a Subadviser shall provide that it is terminable by VIA or the Board of Directors of VF or the shareholders of its Funds, without penalty, upon no more than 60 days notice to the Subadviser.

SECTION 2.04 Fund Design. VIA shall develop new Funds for VF responsive to the evolving needs of existing and potential Shareholders and shall periodically evaluate the objectives and performance of each existing Fund, and shall provide a recommendation to the Board of Directors of VF as to whether such Fund should continue to be offered or whether its objectives, policies, or strategies should be modified.

SECTION 2.05 Fees for Services. For the services to be provided under this Article II, each Fund shall pay to VIA an advisory fee based upon its average daily net assets in the VF computed at the annual rates specified in the following table:

Fund		Annual Rate
		(as a % of Average Daily Net Assets)
Aggressive Opportunities Fund			0.10%
International Fund			0.10%
Growth Stock Fund			0.10%
Growth and Income Fund			0.10%
Equity Income Fund			0.10%
Asset Allocation Fund			0.10%
U.S. Treasury Securities Fund			0.10%
Money Market Fund			0.10%
Model Portfolios			0.10%
Income Preservation Fund			0.10%
Overseas Equity Index Fund			0.05%
Small/Mid Company Index Fund			0.05%
Broad Market Index Fund			0.05%
500 Stock Index Fund			0.05%
Core Bond Index Fund			0.05%

Fees shall be calculated and accrued daily and paid monthly.

Fees charged by Subadvisers will be paid by the respective fund directly to such Subadvisers in accordance with the terms of Section 2.03.

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Article III

Operational Support

SECTION 3.01 Office Space and General Services.

               (a)      VIA shall provide VF with such office space as shall be required for
the operation of the VF.

               (b)      VIA shall furnish to each Fund such additional services and professional support to operate the Fund as the Board of Directors or the officers of VF shall from time to time specify.

SECTION 3.02 Reimbursement to VIA. Each Fund shall reimburse VIA on a monthly basis for the expenses, including costs of insurance, professional services, printing and mailing, office space and facilities and transportation, and other costs and expenses, incurred by VIA in providing operational support to such Fund pursuant to this Article III.

Article IV

Other Matters

SECTION 4.01 Billing Procedures. VIA will submit monthly an itemized statement of fees and expenses for services rendered to each Fund under this Agreement to the President of VF or his/her designee.

SECTION 4.02 Liability. VIA shall not be liable to VF or any Fund for any error of judgment or mistake of law or for any loss suffered by such Fund in connection with the matters to which this Agreement relates, except a loss resulting from misfeasance, bad faith or negligence on the part of VIA in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Nothing in this Section 4.02 shall constitute a waiver by VF of any rights it or any Fund may have under applicable federal or state securities laws.

SECTION 4.03 Delivery of Documents by VF and VIA.

     (a) VF has delivered to VIA copies of each of the following documents and will deliver to it all future amendments and supplements thereto if any:

(i) The Agreement and Declaration of Trust of the Vantagepoint Funds dated March 1, 1999;

(ii) The By-laws of the Vantagepoint Funds; and

(iii) Certified resolutions of the Board of Directors of the Vantagepoint Funds authorizing the appointment of VIA and approving thisMaster Agreement and authorizing the appointment of any Subadviser and approving the Agreement with such Subadviser; and

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(b) (i) VIA shall submit its audited financial statements to VF within 120 days of the close of each calendar year.

(ii) VIA shall submit to VF VIA’s current SEC Form ADV including Form ADV-Y2K, and shall submit to VF updated copies of Form ADV from time to time as updates occur.

SECTION 4.04 Effective Date, Duration and Termination.

     (a)   This Agreement shall be effective with respect to each Fund on the date specified in the first sentence hereof and shall have an initial term of two (2) years. This Agreement shall continue automatically with respect to each Fund for successive periods of one calendar year upon the annual approval of the Board of Directors of VF, including a majority of those Directors of the Board of VF who are not “interested persons” as that term is defined in the Investment Company Act of 1940, or by a vote of the outstanding shares of such Fund.

     (b)   This Agreement may be terminated with respect to a Fund by the Board of Directors of VF or shareholders of such Fund or VIA at any time, without the payment of any penalty, on sixty (60) days’ written notice to the other party.

     (c)   In the event this Agreement is terminated, each Fund shall pay to VIA any outstanding amounts payable under the terms of this Agreement that have accrued with respect to such Fund as of the effective date of termination.

SECTION 4.05 Assignment. This Agreement shall automatically terminate in the event of its assignment.

SECTION 4.06 Amendment. This Agreement may be amended only by an instrument in writing executed by both parties.

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SECTION 4.07 Miscellaneous.

     (a)   The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

     (b)   This Agreement may be executed simultaneously 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.

     (c)   This Agreement supersedes any other agreement between the parties
concerning the matters covered herein.

SECTION 4.08 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

AGREED:

THE VANTAGEPOINT FUNDS

By:	/s/ Xxxx X. Xxxxxxxxx
Title:	Secretary
Date: March 1, 1999; amended  December 1, 2000

VANTAGEPOINT INVESTMENT ADVISERS, LLC

By:	/s/ Xxxx X. Xxxxxxxxx
Title:	Secretary
Date: March 1, 1999; amended  December 1, 2000

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