0000950123-09-012676 Sample Contracts

AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • June 10th, 2009 • Vantagepoint Funds

This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is effective as of December 31, 2004, by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), STW Fixed Income Management Ltd., a Bermuda corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust (the “Funds”).

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MASTER INVESTMENT ADVISORY AGREEMENT BETWEEN THE VANTAGEPOINT FUNDS AND VANTAGEPOINT INVESTMENT ADVISERS, LLC
Master Investment Advisory Agreement • June 10th, 2009 • Vantagepoint Funds • Delaware

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

ANTI-MONEY LAUNDERING AMENDMENT
Vantagepoint Funds • June 10th, 2009

This ANTI-MONEY LAUNDERING AMENDMENT (this “Amendment”) amends as of the 29th day of August, 2002 (the “Effective Date”), the Transfer Agency and Administrative Services Agreement, dated as of March 1, 1999, between The Vantagepoint Funds, a Delaware Business Trust (the “Fund”) and Vantagepoint Transfer Agents, LLC, a Delaware limited liability company (the “Transfer Agent”) (the “Agreement”).

AMENDMENT TO THE SECOND MASTER INVESTMENT ADVISORY AGREEMENT BETWEEN THE VANTAGEPOINT FUNDS AND VANTAGEPOINT INVESTMENT ADVISERS, LLC
Vantagepoint Funds • June 10th, 2009 • Delaware

This Amendment to the Second Master Investment Advisory Agreement dated January 3, 2005 (the “Agreement”), by and between The Vantagepoint Funds, a Delaware statutory trust (“The Fund”) and Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“VIA”), shall be effective as of December 29, 2005 (the “Amendment”).

Amendment No. 2 to the Agreement and Declaration of Trust of The Vantagepoint Funds
Vantagepoint Funds • June 10th, 2009

Article IV, Section 1 of the Agreement and Declaration of Trust of The Vantagepoint Funds is hereby amended by replacing the section in its entirety with the following:

AMENDMENT NO. 1 TO THE AGREEMENT AND DECLARATION OF TRUST OF THE VANTAGEPOINT FUNDS
Vantagepoint Funds • June 10th, 2009

In accordance with Article VII, Section 1 and Article VII, Section 4 of the Agreement and Declaration of the Trust effective July 28, 1998 (the “Declaration”) of The Vantagepoint Funds (the “Trust”), the undersigned Trustees of the Trust (“Directors”) hereby amend the Declaration as set forth below.

ANTI-MONEY LAUNDERING AMENDMENT
Vantagepoint Funds • June 10th, 2009

This ANTI-MONEY LAUNDERING AMENDMENT (this “Amendment”) amends as of the 29th day of August, 2002 (the “Effective Date”), the Distribution Agreement, dated as of March 1, 1999, between The Vantagepoint Funds, a Delaware Business Trust (the “Fund”) and RC Services, LLC, a Delaware limited liability company (the “Distributor”) (the “Agreement”).

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