0001193125-16-564182 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2016 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of January 11, 2016 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Iridian Asset Management LLC, a Delaware limited liability company (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

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AMENDMENT TO DOMESTIC CUSTODY AGREEMENT AND GLOBAL CUSTODY RIDER
Domestic Custody Agreement • April 28th, 2016 • Vantagepoint Funds

This AMENDMENT, effective April 1, 2016, 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”).

AMENDMENT TO DOMESTIC CUSTODY AGREEMENT AND GLOBAL CUSTODY RIDER
Domestic Custody Agreement • April 28th, 2016 • Vantagepoint Funds

This AMENDMENT, effective December 17, 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”).

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2016 • Vantagepoint Funds

This Amendment (“Amendment”) to the Agreement (defined below), is effective as of January 1, 2016, by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Schroder Investment Management North America Inc., a Delaware corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust.

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2016 • Vantagepoint Funds

This Amendment (“Amendment”) to the Agreement (defined below), is effective as of January 28, 2016, by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (“Client”), Fiduciary Management, Inc., a Wisconsin corporation (“Subadviser”), and The Vantagepoint Funds, a Delaware statutory trust.

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 28th, 2016 • 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 fees or expenses of the Vantagepoint Milestone 2050 Fund (the “Fund”), a separate series of The Vantagepoint Funds.

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