AMENDMENT No. 2 TO THE INVESTMENT SUBADVISORY AGREEMENT

Exhibit (d)(116)

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 Investment Subadvisory 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 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.

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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 asset value of the assets under the Subadviser’s management as provided by the Client or Custodian, at Client’s discretion, based on the following annual rate.

First $100 million            0.70%
Over $100 million            0.60%