0000950133-09-001271 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of September 18, 2008 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and D.G. Capital Management Trust, a Massachusetts business trust (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

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AMENDMENT NO. 4 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds

This Amendment to the Investment Subadvisory Agreement dated as of December 29, 2003, as amended (the “Agreement”) 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, shall be effective as of January 19, 2009.

AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds

This Amendment to the Investment Subadvisory Agreement effective as of May 23, 2005 (the “Agreement”) by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Legg Mason Capital Management, Inc., a Maryland corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust shall be effective as of January 1, 2009.

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of January 16, 2009 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Fiduciary Management, Inc., a Wisconsin corporation (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of June 30, 2008 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Westfield Capital Management Company, L.P., a Delaware limited partnership (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

AMENDMENT NO. 4 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds

This Amendment to the Investment Subadvisory Agreement effective as of October 1, 1999 (the “Agreement”) by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Southeastern Asset Management, Inc., a Tennessee corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust shall be effective as of January 19, 2009.

SUB-TRANSFER AGENT SERVICE AGREEMENT VANTAGEPOINT TRANSFER AGENTS, LLC May 5, 2008
Sub-Transfer Agent Service Agreement • April 28th, 2009 • Vantagepoint Funds • New York

AGREEMENT made as of May 5, 2008 by and between VANTAGEPOINT TRANSFER AGENTS, LLC (“Transfer Agent”) a Delaware limited liability company, the Transfer Agent for THE VANTAGEPOINT FUNDS (the “Fund”), a Delaware statutory trust, and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), with a place of business at 303 Broadway, Cincinnati, Ohio.

AMENDMENT NO. 1 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds

This Amendment to the Investment Subadvisory Agreement effective as of October 27, 2007 (the “Agreement”) by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Payden & Rygel, a Delaware limited liability company (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust shall be effective as of April 3, 2009.

AMENDMENT TO DOMESTIC CUSTODY AGREEMENT AND GLOBAL CUSTODY RIDER
Domestic Custody Agreement • April 28th, 2009 • Vantagepoint Funds

This AMENDMENT, effective as of September 12, 2008, to the DOMESTIC CUSTODY AGREEMENT (as amended from time to time, the “Agreement”), dated as of April 4, 2008, and the GLOBAL CUSTODY RIDER TO THE DOMESTIC CUSTODY AGREEMENT (as amended from time to time, the “Rider”), both by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Bank”) and THE VANTAGEPOINT FUNDS, on behalf of itself and each of the series listed on Appendix A thereto (each such fund a “Customer”).

AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2009 • Vantagepoint Funds • Maryland

This Amendment to the Investment Subadvisory Agreement effective as of January 25, 2006 (the “Agreement”) by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Legg Mason Capital Management, Inc., a Maryland corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust shall be effective as of January 9, 2009.

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