0001193125-15-156929 Sample Contracts

AMENDMENT NO. 3 TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 29th, 2015 • Vantagepoint Funds

This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is effective as of March 23, 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”).

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AMENDMENT NO. 1 TO THE INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 29th, 2015 • Vantagepoint Funds

This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is effective as of March 23, 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”).

AMENDMENT TO DOMESTIC CUSTODY AGREEMENT AND GLOBAL CUSTODY RIDER
Domestic Custody Agreement • April 29th, 2015 • Vantagepoint Funds

This AMENDMENT, effective April 1, 2015, is to the DOMESTIC CUSTODY AGREEMENT, dated as of April 4, 2008 (as amended from time to time, the “Agreement”) and the GLOBAL CUSTODY RIDER TO THE AGREEMENT (as amended from time to time, the “Rider”), both by and between J.P. MORGAN 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”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 29th, 2015 • Vantagepoint Funds • Delaware

By this Agreement, Vantagepoint Investment Advisers, LLC (“VIA”) agrees to waive and/or reimburse, on the terms and subject to the conditions set forth herein, certain advisory fees charged by VIA to the Vantagepoint High Yield Fund (the “Fund”), a separate series of The Vantagepoint Funds, pursuant to the Second Master Investment Advisory Agreement between The Vantagepoint Funds, on behalf of the Fund, and VIA (the “Second Master Agreement”).

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