0000950123-13-000343 Sample Contracts

AMENDMENT NO. 4 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • January 22nd, 2013 • Vantagepoint Funds

This Amendment (“Amendment”) to the Investment Subadvisory Agreement (defined below), is effective as of January 18, 2013, 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 (the “Funds”).

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AMENDMENT TO THE TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
Transfer Agency and Administrative Services Agreement • January 22nd, 2013 • Vantagepoint Funds

THIS AMENDMENT TO THE TRANSFER AGENCY AGREEMENT (as defined below), is effective as of March 1, 2013, by and between THE VANTAGEPOINT FUNDS, a statutory trust organized under the laws of the state of Delaware (the “Fund”) and VANTAGEPOINT TRANSFER AGENTS, LLC, a Delaware limited liability company (the “Transfer Agent”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 22nd, 2013 • 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.

FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 22nd, 2013 • Vantagepoint Funds • Delaware

By this Agreement, Vantagepoint Transfer Agents, LLC (“VTA”) agrees to waive and/or reimburse, on the terms and subject to the conditions set forth herein, certain fees charged by VTA to certain separate series of The Vantagepoint Funds (the “Fund”) pursuant to the Transfer Agency and Administrative Services Agreement between The Vantagepoint Funds and VTA (“Transfer Agent Agreement”).

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