Exhibit d(86)
FEE WAIVER AGREEMENT
By this Agreement, Xxxxxx & Rygel agrees to waive its investment
subadvisory fees of the Vantagepoint Diversified Assets Fund (the "Fund"), a
series of The Vantagepoint Funds, on the terms and subject to the conditions set
forth herein.
1. AMOUNT OF FEE WAIVER. The amount of fees waived pursuant to this
Agreement shall be limited to that portion of the Fund's investment
subadvisory fees payable to Xxxxxx & Rygel under the Investment
Sub-Advisory Agreement among The Vantagepoint Funds, on behalf of the
Fund, Vantagepoint Investment Advisers, LLC ("VIA") and Xxxxxx & Rygel
(the "Subadvisory Agreement") that exceeds 0.08% of the Fund's annual
average daily net assets under management with Xxxxxx & Rygel.
2. TERM OF WAIVER. This fee waiver shall be in effect until (a) _______,
2008 or (b) such later date as Xxxxxx & Rygel may from time to time
notify to the Board, in writing. For so long as this fee waiver
remains in effect, Xxxxxx & Rygel shall inform the Board annually and
in writing whether it intends to continue or discontinue the waiver,
in whole or in part, as to the Fund at the time of the Board's annual
consideration of the renewal of the Subadvisory Agreement.
3. EFFECTIVE DATE: The effective date of this Agreement shall be _______,
2007.
4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
5. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by its duly authorized officer, as of this __ day of ______ 2007.
XXXXXX & RYGEL
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
THE VANTAGEPOINT FUNDS
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Approved By:
----------------------
Name:
--------------------
Title:
-------------------
2
