Vantagepoint Funds Sample Contracts

AGREEMENTS:
Investment Advisory Agreement • April 25th, 2001 • Vantagepoint Funds • Delaware
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AGREEMENTS:
Investment Advisory Agreement • April 28th, 2000 • Vantagepoint Funds • Delaware
AGREEMENTS:
Investment Sub-Advisory Agreement • April 28th, 2000 • Vantagepoint Funds • Delaware
OF
Vantagepoint Funds • December 22nd, 1998 • Delaware
BETWEEN
Vantagepoint Funds • February 26th, 1999 • New York
AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2005 • Vantagepoint Funds
AGREEMENTS:
Investment Advisory Agreement • May 28th, 1999 • Vantagepoint Funds • Delaware
BY-LAWS OF
Vantagepoint Funds • December 22nd, 1998
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.

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • March 2nd, 2012 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of July 12, 2011 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Mondrian Investment Partners Limited, a limited liability company organized under the laws of England and Wales (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

AGREEMENTS:
Investment Subadvisory Agreement • October 25th, 2007 • Vantagepoint Funds • Delaware
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WITNESSETH:
Distribution Agreement • December 22nd, 1998 • Vantagepoint Funds • Delaware
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 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”).

AGREEMENTS:
Investment Subadvisory Agreement • October 25th, 2007 • Vantagepoint Funds • Delaware
AMENDMENT NO. 5 TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 30th, 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”).

WITNESSETH:
Distribution Agreement • February 26th, 1999 • Vantagepoint Funds • Delaware
FORM OF SECOND MASTER INVESTMENT ADVISORY AGREEMENT BETWEEN
Vantagepoint Funds • October 8th, 2004 • Delaware
INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • April 28th, 2010 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of May 1, 2010 (the “Effective Date”), by and between Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), and Wellington Management Company, LLP, a Massachusetts Limited Liability Partnership (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

AGREEMENTS:
Investment Subadvisory Agreement • April 28th, 2006 • Vantagepoint Funds • Delaware
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