0000950123-10-039445 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2010 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of May 1, 2010 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Wellington Management Company, LLP, a Massachusetts Limited Liability Partnership (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

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ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
Assignment, Assumption and Consent Agreement • April 28th, 2010 • Vantagepoint Funds

This Assignment, Assumption and Consent Agreement, dated as of June 17, 2009 (the “Agreement”) is by and among The Vantagepoint Funds (“Fund Company”), Vantagepoint Investment Advisers, LLC (the “Adviser”), Artisan Partners Holdings LP (formerly known as Artisan Partners Limited Partnership) (“Artisan Holdings”) and Artisan Partners Limited Partnership (“New Artisan Partners”).

AMENDMENT No. 2 TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2010 • Vantagepoint Funds

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”).

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