Exhibit d(86)

                              FEE WAIVER AGREEMENT

     By this Agreement, Payden & 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 Payden & Rygel under the Investment
          Sub-Advisory Agreement among The Vantagepoint Funds, on behalf of the
          Fund, Vantagepoint Investment Advisers, LLC ("VIA") and Payden & Rygel
          (the "Subadvisory Agreement") that exceeds 0.08% of the Fund's annual
          average daily net assets under management with Payden & Rygel.

     2.   TERM OF WAIVER. This fee waiver shall be in effect until (a) _______,
          2008 or (b) such later date as Payden & Rygel may from time to time
          notify to the Board, in writing. For so long as this fee waiver
          remains in effect, Payden & 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.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by its duly authorized officer, as of this __ day of ______ 2007.

          PAYDEN & RYGEL


          By:
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          Name:
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          Title:
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          THE VANTAGEPOINT FUNDS


          By:
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          Name:
                -----------------------------
          Title:
                 ----------------------------


               Approved By:
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                        Name:
                              --------------------
                        Title:
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