0001193125-15-068410 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 27th, 2015 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of July 17, 2014 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Western Asset Management Company, a California corporation (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

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AMENDMENT NO. 2 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 27th, 2015 • Vantagepoint Funds

This Amendment (“Amendment”) to the Agreement (defined below), is effective as of June 20, 2014, by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Walter Scott & Partners Limited, a limited liability company incorporated in Scotland (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust.

AMENDMENT NO. 1 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 27th, 2015 • Vantagepoint Funds

This Amendment (“Amendment”) to the Agreement (defined below), is effective as of September 26, 2014, by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Western Asset Management Company, a California corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust.

AMENDMENT NO. 2 TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 27th, 2015 • Vantagepoint Funds

This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is effective as of March 1, 2015, by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust (the “Funds”).

INVESTMENT SUB-SUBADVISORY AGREEMENT
Investment Sub-Subadvisory Agreement • February 27th, 2015 • Vantagepoint Funds • Delaware

This Investment Sub-Subadvisory Agreement is made as of October 7, 2014 (the “Effective Date”), by and between Western Asset Management Company, a California corporation (hereafter “Subadviser”), and Western Asset Management Company Limited, a corporation organized under the laws of England (hereafter “Sub-Subadviser”).

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