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EXHIBIT (h)(2)
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 3rd day of February, l999 by and between
Vantagepoint Transfer Agent, LLC, a Delaware limited liability company (the
"VTA"), Vantagepoint Funds, a Delaware business trust, on behalf of the
entities listed on Appendix A hereto (each such entity, a "Fund") and
Investors Bank & Trust Company, a Massachusetts trust company (the "Bank").
WHEREAS, VTA acts as transfer agent to the Vantagepoint Funds, a
registered investment company;
WHEREAS, VTA desires to engage the Bank to provide certain
sub-transfer agent services with regard to certain omnibus accounts;
WHEREAS, the Bank is duly registered as a transfer agent as provided
in Section 17A(c) of the Securities Exchange Act of 1934, as amended, (the
"1934 Act"); and
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, VTA, the Funds and the Bank agree as follows:
1. Terms of Appointment; Duties of the Bank.
1.1 Subject to the terms and conditions set forth in this
Agreement, VTA employs and appoints the Bank to act, and the Bank agrees to
act, as sub-transfer agent for each of the Fund(s)' authorized and issued
shares of beneficial interest ("Shares") and dividend disbursing agent, with
regard to certain omnibus accounts (the "Accounts").
1.2 The Bank agrees that it will perform the following services:
(a) In connection with procedures established from time
to time by agreement between VTA and the Bank, the Bank shall:
(i) Receive for acceptance orders for the
purchase of Shares and promptly deliver payment and appropriate documentation
therefor to the custodian of the Company appointed by the Board of Directors
of the Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and hold such Shares in the appropriate Account;
(iii) Receive for acceptance redemption requests
and redemption directions and deliver the appropriate documentation therefor
to the Custodian;
(iv) At the appropriate time as and when it
receives monies paid to it by the Custodian with respect to any redemption,
pay over or cause to be paid over in the appropriate manner such monies as
instructed by VTA on behalf of the redeeming Accounts;
(v) Effect transfers of Shares by the Accounts
upon receipt of appropriate instructions;
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(vi) Prepare and transmit payments for
dividends and distributions declared by the Funds;
(vii) Create and maintain all necessary records
including those specified in Article 9 hereof, in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the Investment Company Act of 1940, as amended
(the "1940 Act"), and those records pertaining to the various functions
performed by the Bank hereunder. All records shall be available for inspection
and use by VTA and/or the Funds. Where applicable, such records shall be
maintained by the Bank for the periods and in the places required by Rule
31a-2 under the 1940 Act;
(viii) Make available during regular business
hours all records and other data created and maintained pursuant to this
Agreement for reasonable audit and inspection by VTA and/or the Funds, or any
person retained by the Company. Upon reasonable notice by VTA and/or the
Funds, the Bank shall make available during regular business hours its
facilities and premises employed in connection with its performance of this
Agreement for reasonable visitation by VTA and/or the Funds, or any person
retained by VTA and/or the Funds;
(ix) Record the issuance of Shares of the Funds
and maintain, pursuant to Rule 17Ad-10(e) under the 1934 Act, a record of the
total number of Shares of the Funds which are authorized, based upon data
provided to it by the Funds, and issued and outstanding. The Bank shall also
provide the Funds on a regular basis with the total number of Shares which are
authorized and issued and outstanding and shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of VTA and the Funds.
(b) In addition to and not in lieu of the services set
forth in the above paragraph (a) or in any Schedule hereto, the Bank shall:
perform all of the customary services of a sub-transfer agent and dividend
disbursing agent including but not limited to maintaining all Accounts,
withholding taxes on all Accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all Accounts, preparing
and mailing confirmation forms and statements of account for all purchases and
redemptions of Shares and other confirmable transactions in the Accounts.
(c) Additionally, the Bank shall utilize a system to
identify all share transactions which involve purchase and redemption orders
that are processed at a time other than the time of the computation of net
asset value per share next computed after receipt of such orders, and shall
compute the net effect upon the Fund(s) of such transactions so identified on
a daily and cumulative basis.
2. Sale of Company Shares.
2.1 Whenever a Fund shall sell or cause to be sold any Shares,
VTA shall deliver or cause to be delivered to the Bank a document duly
specifying: (i) the name of the Fund whose Shares were sold; (ii) the number
of Shares sold, trade date, and price; (iii) the amount of money to be
delivered to the Custodian for the sale of such Shares and specifically
allocated to such Fund; and (iv) in the case of a new Account, sufficient
information to establish a new Account.
2.2 Under procedures as established by mutual agreement between
VIA and the Bank, the Bank shall issue to a purchasing Account such Shares,
computed to the nearest three decimal points, as it is entitled to receive,
based on the appropriate net asset value of the Funds' Shares, determined in
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accordance with the prospectus and any applicable federal law or regulation.
In issuing Shares to a purchasing Account, the Bank shall be entitled to rely
upon the latest directions, if any, previously received by the Bank from VTA
concerning the delivery of such Shares.
2.3 The Bank shall not be required to issue any Shares of a Fund
where it has received a written instruction from VTA or the applicable Fund or
written notification from any appropriate federal or state authority that the
sale of the Shares of the Fund(s) in question has been suspended or
discontinued, and the Bank shall be entitled to rely upon such written
instructions or written notification.
2.4 Upon the issuance of any Shares of any Fund(s) in accordance
with foregoing provisions of this Section, the Bank shall not be responsible for
the payment of any original issue or other taxes, if any, required to be paid by
the Fund in connection with such issuance.
2.5 The Bank may establish such additional rules and regulations
governing the transfer or registration of Shares as it may deem advisable and
consistent with such rules and regulations generally adopted by transfer
agents, or with the written consent of VTA, any other rules and regulations.
3. Redemptions. Shares of any Fund may be redeemed for an Account in
accordance with instructions received from VTA.
4. Transfers and Exchanges. The Bank is authorized to review and process
transfers of Shares of each Fund, exchanges between Funds on the records of
the Funds maintained by the Bank, and exchanges between a Fund and any other
entity as may be permitted by the Prospectus of that Fund. The Bank will, upon
an order for transfer by or on behalf of an Account in proper form, credit the
same to the transferee on its books. If Shares are to be exchanged for Shares
of another Fund, the Bank will process such exchange in the same manner as a
redemption and sale of Shares.
5. Right to Seek Assurances. The Bank reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the requested transfer or
redemption is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or redemptions which the Bank, in
its judgment, deems improper or unauthorized, or until it is satisfied that
there is no basis for any claims adverse to such transfer or redemption. The
Bank may, in effecting transfers, rely upon the provisions of the Uniform Act
for the Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time, which in the
opinion of legal counsel for VTA or the Bank's own legal counsel, do not
require certain documents in connection with the transfer or redemption of
Shares of any Fund, and VTA shall indemnify the Bank for any act done or
omitted by it in reliance upon such laws or opinions of counsel of VTA or of
the Bank.
6. Distributions.
6.1 VTA will promptly notify the Bank of the declaration of any
dividend or distribution. VTA shall furnish to the Bank a certificate of an
officer of VTA or the applicable Fund (a "Certificate"): (i) specifying the
date of the declaration of such dividend or distribution, the date of payment
thereof, the record date as of which Accounts entitled to payment shall be
determined and the amount payable per share and the total amount payable to
the Bank on the payment date.
6.2 The Bank, on behalf of VTA, shall instruct the Custodian to
place in a dividend disbursing account funds equal to the cash amount of any
dividend or distribution to be paid out. The
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Bank will calculate, prepare and credit such dividend or distribution to the
appropriate Accounts, and maintain and safeguard all underlying records.
6.4 The Bank will maintain all records necessary to reflect the
crediting of dividends which are reinvested in Shares of the Funds, including
without limitation daily dividends.
6.5 The Bank shall not be liable for any improper payments made
in accordance with a Certificate of VTA.
6.6 If the Bank shall not receive from the Custodian sufficient
cash to make payment to all Accounts as of the record date, the Bank shall,
upon notifying VTA, withhold payment to all Accounts until such sufficient
cash is provided to the Bank and shall not be liable for any claim arising out
of such withholding.
7. Other Duties. In addition to the duties expressly provided for
herein, the Bank shall perform such other duties and functions and shall be
paid such amounts therefor as may from time to time be agreed to in writing.
8. Taxes. It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and capital gain
distributions and tax withholding with the proper Federal, State and local
authorities as are required by law to be filed by the Funds with regard to the
Accounts and shall withhold such sums as are required to be withheld by
applicable law.
9. Books and Records.
9.1 The Bank shall maintain confidential records showing for
each Account the following: (i) numbers of Shares held; (ii) historical
information (as available from prior transfer agents) regarding each Account,
including dividends paid and date and price of all transactions on the
Account; (iii) any stop or restraining order placed against the Account; (iv)
information with respect to withholdings; (v) any capital gain or dividend
reinvestment order relating to the Account; (vi) any information required in
order for the Bank to perform the calculations contemplated or required by
this Agreement; and (vii) such other information and data as may be required
by applicable law.
9.2 Any records required to be maintained by Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed in Rule 31a-2 under
the 1940 Act. Such records may be inspected by VTA or the Funds during regular
business hours upon reasonable notice. The Bank may, at its option at any
time, and shall forthwith upon the demand of VTA or the Funds, turn over to
VTA or the Funds and cease to retain in the Bank's files, records and
documents created and maintained by the Bank in performance of its service or
for its protection. At the end of the six-year retention period, such
documents will either be turned over to VTA, or destroyed in accordance with
VTA's authorization.
9.3 Procedures applicable to the services to be performed
hereunder may be established from time to time by agreement between the
Fund(s) and the Bank. The Bank shall have the right to utilize any accounting
and recordkeeping systems which, in its opinion, qualifies to perform any
services to be performed hereunder. The Bank shall keep records relating to
the services performed hereunder, in the form and manner as it may deem
advisable.
10. Fees and Expenses.
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10.1 For performance by the Bank pursuant to this Agreement, VTA
agrees to pay the Bank the fees set forth in the initial fee schedule attached
as Appendix B hereto. Such fees and out-of-pocket expenses and advances
identified under Section 10.2 below may be changed from time to time subject
to mutual written agreement between VTA and the Bank.
10.2 In addition to the fee paid under Section 10.1 above, VTA
agrees to reimburse the Bank for out-of-pocket expenses or advances incurred
by the Bank for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by the Bank at the request or with the
consent of VTA including, without limitation, any equipment or supplies which
VTA specifically orders or requires the Bank to purchase, will be reimbursed
by VTA.
10.3 VTA agrees to pay all fees and reimbursable expenses within
thirty days following the mailing of the respective billing notice. Any waiver
or extension by the Bank of the thirty day time periods enumerated in this
section 10.3 shall not constitute a dismissal of any monies due under this
Agreement nor shall such waiver or extension apply to any future monies due to
the Bank hereunder.
11. Indemnification.
11.1 Notwithstanding anything in this Agreement to the contrary,
in no event shall the Bank or any of its officers, directors, employees or
agents (collectively, the "Indemnified Parties") be liable to VTA, any Fund or
any third party, and VTA and each Fund shall indemnify and hold the Bank and
the Indemnified Parties harmless from and against any and all loss, damage,
liability, actions, suits, claims, costs and expenses, including legal fees,
(a "Claim") arising as a result of any act or omission of the Bank or any
Indemnified Party under this Agreement, except to the extent that any Claim
results from the negligence, willful misfeasance or bad faith of the Bank or
any Indemnified Party. Without limiting the foregoing, neither the Bank nor
the Indemnified Parties shall be liable for, and the Bank and the Indemnified
Parties shall be indemnified against, any Claim arising as a result of:
(a) Any actions taken or omitted to be taken by the
Bank or its agents or subcontractors in good faith in reliance on, or use by
the Bank or its agents or subcontractors of, information, records and
documents which (i) are received by the Bank or its agents or subcontractors
and furnished to such party by or on behalf of VTA or the Fund(s), (ii) have
been prepared and/or maintained by the Fund(s) or any other person or firm on
behalf of the Fund(s), or (iii) were received by the Bank or its agents or
subcontractors from a prior transfer agent.
(b) Any action taken or omitted to be taken by the Bank
in good faith reliance upon any law, act, regulation (a "Regulation") or
interpretation of a Regulation even though such Regulation may thereafter have
been altered, changed, amended or repealed.
(c) The refusal or failure of the Funds or VTA to
comply with the terms of this Agreement, or which arise out of the lack of
good faith, negligence or willful misconduct of the Funds or VTA.
(d) The reliance on, or the carrying out by the Bank or
its agents or subcontractors of any instructions or requests, whether written
or oral, of VTA or the Fund(s).
(e) The offer or sale of Shares by the Funds or VTA in
violation of (i) any requirement under the federal securities laws or
regulations; (ii) any requirement under the securities laws
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or regulations of any state; or (iii) any stop order or other determination or
ruling by any federal or state agency with respect to the offer or sale of
such Shares.
11.2 The Bank shall indemnify and hold the Fund(s) harmless from
and against any and all losses, damages, costs, charges, legal fees, payments,
expenses and liability arising out of or attributed to any action, omission or
failure to act by the Bank as a result of the Bank's lack of good faith,
negligence, willful misconduct, knowing violation of law or fraud.
11.3 At any time the Bank may apply to VTA for instructions, and
may consult with legal counsel of the Bank or VTA with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable
and shall be indemnified by VTA for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel except for
a knowing violation of law. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of VTA orthe Fund(s), reasonably believed to be genuine and to have
been signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided to the Bank or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by VTA or the Fund(s), and the Bank, its agents and
subcontractors shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from VTA or the Fund(s).
11.4 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
interruption of electrical power or other utilities, equipment or transmission
failure or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable to the other for any
damages resulting from such failure to perform or otherwise from such causes.
11.5 Neither party to this Agreement shall be liable to the other
party for special, incidental or consequential damages, even if the other
party has been advised of the possibility of such damages, under any provision
of this Agreement or for any act or failure to act hereunder as contemplated
by this Agreement.
11.6 In order that the indemnification provisions contained in
this Article 11 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking the
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments concerning
such claim. The party seeking indemnification shall give the indemnifying
party full and complete authority, information and assistance to defend such
claim or proceeding, and the indemnifying party shall have, at its option,
sole control of the defense of such claim or proceeding and all negotiations
for its compromise or settlement. The party seeking indemnification shall in
no case confess any claim or make any compromise in any case in which the
other party may be required to indemnify it except with the other party's
prior written consent, which consent shall not be unreasonably withheld.
11.7 The Bank certifies that the occurrence in or use by the
Bank's own proprietary internal systems (the "Systems") of dates on or after
January 1, 2000 (the "Millennial Dates") will not adversely affect the
performance of the Systems with respect to date dependent data, computations,
output or other functions (including, without limitation, calculating,
computing and sequencing) and that the Systems will create, store and generate
output data related to or including Millennial Dates without errors or
omissions ("Year 2000 Compliance").
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The parties acknowledge that the Bank relies on automated data
communications with vendors and other third parties, as well as certain third
party hardware and software providers such as Electronic Data Systems. The
Bank also relies on other third party relationships in the conduct of its
business. For example, the Bank relies on the services of the landlords of its
facilities, telecommunication companies, utilities and commercial airlines,
among others. The parties to this Agreement acknowledge that the Bank can make
no certification as to the Year 2000 Compliance of third-parties utilized by
the Bank in its day to day operations or with which the Systems interact or
communicate, from which the Systems receive data or to which the Systems send
data. The parties further acknowledge that while the Bank has contacted such
third-party providers regarding Year 2000 Compliance and will use reasonable
efforts to monitor the status of such third-party providers' Year 2000
Compliance, failure by such third-party providers to achieve timely Year 2000
Compliance could adversely affect the Bank's performance of its obligations
hereunder.
The Bank further certifies that it has or will have in place
contingency plans that it believes will mitigate business interruption caused
by failure of the Systems to be Year 2000 Compliant and/or failure of third
parties to be Year 2000 Compliant. These contingency plans include, among
other things, supplemental staffing and procedures for manual processing of
system-based tasks.
12. Covenants of VTA and the Bank.
12.1 VTA shall promptly furnish, or shall cause the Funds to
furnish, to the Bank the following:
(a) Copies of Certificates designating authorized
persons to give instructions to the Bank and providing specimen signatures for
such authorized persons.
(b) Certificates as to any change in any officer or
Director of VTA.
(c) A list of all Accounts, with the number of Shares
of the Fund(s) held by each.
(d) An opinion of counsel for the Funds with respect to
the validity of the Shares and the status of such Shares under the Securities
Act of 1933.
(e) Copies of the Fund(s) registration statement on
Form N-1A (if applicable)as amended and declared effective by the Securities
and Exchange Commission and all post-effective amendments thereto.
(f) Such other certificates, documents or opinions as
the Bank may deem necessary or appropriate for the Bank in the proper
performance of its duties hereunder.
12.2 The Bank represents that, to its knowledge, the statements
made in its Response to Request for Proposal dated September 11, 1998 were
accurate in all material respects at the time they were made.
12.3 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the 1940 Act and the Rules thereunder, the
Bank agrees that all such records prepared or maintained by the Bank relating
to the services to be performed by the Bank hereunder are the confidential
property of the Funds and will be
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preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered to the Funds on and in accordance with its
request.
12.4 The Bank, VTA and the Funds agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
13. Term of Agreement.
13.1 Termination of Agreement. The term of this Agreement shall
be three years commencing upon the date hereof (the "Initial Term"), unless
earlier terminated as provided herein. After the expiration of the Initial
Term, the term of this Agreement shall automatically renew for successive
one-year terms (each a "Renewal Term") unless notice of non-renewal is
delivered by the non-renewing party to the other party no later than ninety
days prior to the expiration of the Initial Term or any Renewal Term, as the
case may be.
(a) Either party hereto may terminate this Agreement
prior to the expiration of the Initial Term in the event the other party
violates any material provision of this Agreement, provided that the
non-violating party gives written notice of such violation to the violating
party and the violating party does not cure such violation within ninety days
of receipt of such notice.
(b) Notwithstanding the above, if VTA determines,
during the Initial Term, that the Bank's performance under this Agreement
fails to meet reasonable industry standards, then the Fund shall provide to
the Bank a written notice, executed by an officer of VTA, setting forth such
failure (the "Notice"). If the Bank has not cured or taken substantial steps
to cure such failure within 90 days of its receipt of the Notice (xxx "Xxxx
Xxxxxx"), XXX may terminate this agreement 90 days after expiration of the
Cure Period.
(c) Either party may terminate this Agreement during
any Renewal Term upon ninety days written notice to the other party. Any
termination pursuant to this paragraph 13.1(b) shall be effective upon
expiration of such ninety days, provided, however, that the effective date of
such termination may be postponed to a date not more than one hundred twenty
days after delivery of the written notice: (i) at the request of the Bank, in
order to prepare for the transfer by the Bank of its duties hereunder; or (ii)
at the request of VTA, in order to give VTA an opportunity to make suitable
arrangements for a successor sub-transfer agent.
13.2 Should VTA exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by VTA. Additionally, the Bank reserves the right to recover
from VTA any other reasonable expenses associated with such termination.
14. Additional Funds. In the event that Vantagepoint Funds establishes
one or more series of Shares in addition to the series listed on Appendix A
hereto with respect to which it desires to have the Bank render services under
the terms hereof, it shall so notify the Bank in writing, and if the Bank
agrees in writing to provide such services, such series of Shares shall become
a Fund hereunder and Appendix A shall be appropriately amended.
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15. Assignment.
15.1 Except as provided in Section 15.3 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
15.2 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
15.3 The Bank, may without further consent on the part of VTA or
the Funds, subcontract for the performance of any of the services to be
provided hereunder to third parties, including any affiliate of the Bank,
provided that the Bank shall remain liable hereunder for any acts or omissions
of any subcontractor as if performed by the Bank.
16. Amendment. This Agreement may be amended or modified only by a
written agreement executed by the parties.
17. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts, without regard to its conflict of laws provisions.
18. Merger of Agreement and Severability.
18.1 This Agreement, together with the Custodian Agreement, the
Administration Agreement, the Securities Lending Agreement, the Delegation
Agreement and the Master Repurchase Agreement, constitutes the entire
agreement between the parties hereto and supersedes any prior agreement with
respect to the subject hereof or thereof whether oral or written.
18.2 In the event any provision of this Agreement shall be held
unenforceable or invalid for any reason, the remainder of the Agreement shall
remain in full force and effect.
18.3 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall together, constitute only one instrument.
19. Notices. Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below:
For VTA or the Fund(s):
Vantagepoint Funds
000 Xxxxx Xxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx, General Counsel
With a copy to: Xxxx Xxxxxxx, Treasurer
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For the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and the year first above
written.
VANTAGEPOINT TRANSFER AGENT, LLC
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Treasurer
INVESTORS BANK & TRUST COMPANY
By: /s/ XXXXXX X. XXXXXX
---------------------
Name: XXXXXX X. XXXXXX
Title: DIRECTOR, CLIENT MANAGEMENT
VANTAGEPOINT FUNDS
By: /s/ XXXX X. XXXXXXX
---------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
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Appendices
Appendix A.................................. Funds
Appendix B.................................. Fee Schedule
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Appendix A
Funds
Vantagepoint Aggressive Opportunities Fund
Vantagepoint International Fund
Vantagepoint Growth Stock Fund
Vantagepoint Growth & Income Fund
Vantagepoint Equity Income Fund
Vantagepoint Asset Allocation Fund
Vantagepoint U.S. Treasury Fund
Vantagepoint Money Market Fund
Vantagepoint Overseas Equity Index Fund
Vantagepoint Mid/Small Company Index Fund
Vantagepoint Broad Market Index Fund
Vantagepoint 500 Stock Index Fund
Vantagepoint Core Bond Index Fund
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ICMA RETIREMENT CORPORATION APPENDIX B
VANTAGEPOINT FUNDS
ICMA RETIREMENT TRUST
(PORTFOLIOS)
FEE SCHEDULE**
1/19/99
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V, MUTUAL FUND
ADMINISTRATION, TRANSFER AGENCY & PERFORMANCE
MEASUREMENT AND PORTFOLIO ANALYTICS
A. CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V, TRANSFER AGENCY &
PERFORMANCE MEASUREMENT AND PORTFOLIO ANALYTICS
- The following basis point fee is based on all assets.
Annual Asset Based Fees per Fund:
First $250 Million in Net Assets 2.0 BASIS POINTS
Next $1 Billion in Net Assets 1.5 BASIS POINTS
Above $1.25 Billion in Net Assets 1.0 BASIS POINT
Annual Minimum per Fund: $35,000
The annual minimum fee will be waived as long as total assets in the
RC complex of funds with Investors Bank exceed $4 Billion.
Annual Asset Based Fees per PLUS Fund (GIC) portfolio:
First $150 Million in Net Assets 2.0 BASIS POINTS
Above $150 Million in Net Assets 1.0 BASIS POINT
Annual Minimum per PLUS Fund (GIC) Portfolio: $25,000
The annual minimum fee will be waived as long as total assets in the
RC complex of funds with Investors Bank exceed $4 Billion.
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B. MUTUAL FUND ADMINISTRATION
- The following basis point fee is based on all assets.
Annual Asset Based Fees per Vantagepoint Fund:
First $250 Million in Net Assets 2.65 BASIS POINTS
Next $1 Billion in Net Assets 2.00 BASIS POINTS
Above $1.25 Billion in Net Assets 1.00 BASIS POINT
Annual Minimum per Vantagepoint Fund: $55,000
The annual minimum fee will be waived as long as total assets in the ICMA
complex of funds with Investors Bank exceed $4 Billion.
- Blue Sky registration costs are charged at $100.00 per permit processed by
IBT. State filing fees are passed on to the funds as an out-of-pocket
expense.
C. DOMESTIC CUSTODY TRANSACTIONS
- Transaction fees: PER TRANSACTION
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DTC/Fed Book Entry $10.00
Physical Securities $35.00
Options and Futures $18.00
GNMA Securities $40.00
Principal Paydown $ 5.00
Third Party Foreign Exchange $18.00
Outgoing Wires $ 7.00
Incoming Wires $ 5.00
D. FOREIGN SUBCUSTODIAN FEES
- Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global custody
fee schedule. Local duties, scrip fees, handling of proxies, postage,
delivery and legal fees and other market charges are out-of-pocket.
- Investors Bank will require the funds to hold all assets at the
subcustodian of our choice.
- Fees for additional markets to be discussed with your client manager.
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===============================================================================
MISCELLANEOUS
===============================================================================
A. XXX ACCOUNT CUSTODIAN/TRUSTEE AND 457 PLAN TRUSTEE (PASSIVE/NAME ONLY)
XXX Account $15.00 PER ACCOUNT
457 Plan $50.00 PER PLAN
Annual minimum combined $25,000
B. SECURITIES LENDING, FOREIGN EXCHANGE AND CASH MANAGEMENT
Investors Bank will perform Securities Lending, foreign exchange and
cash management for the ICMA Retirement Trust and the Vantagepoint
Funds. Securities lending revenue is split with the funds and
Investors Bank on a 65/35% basis: 65% going to the funds.
===============================================================================
OUT-OF-POCKET & BALANCE CREDITS
===============================================================================
A. OUT-OF-POCKET
These charges consist of:
-Pricing & Verification Services -Micro Rental
-Printing, Delivery & Postage -Forms & Supplies
-Telephone -Support Equipment Rental
-Third Party Review -Legal Expenses
-Systems Development Costs -Data Transmissions
B. DOMESTIC BALANCE CREDIT
We allow use of balance credit against fees (excluding out-of-pocket
charges) for balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required to
support the activity charges of the accounts. The monthly earnings
allowance is equal to 75% of the 90-day T-xxxx rate.
3 Investors Bank-
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C. SYSTEMS
The details of any systems work will be determined after a thorough
business analysis. Systems work will be billed on a time and material
basis. Investors Bank provides an allowance of 10 systems hours for data
extract set up and reporting extract set up. Additional systems hours
will be billed on a time and materials basis.
NOTES
** A letter of intent accompanied by a $25,000 deposit to be credited
against future fees, is required to begin this implementation. This fee
schedule is valid for 1 year from date of issue and assumes the execution
of our standard contractual agreements for a minimum term of three years.
** Custody and Fund Accounting fees are quoted separately for presentation
purposes only. These services are integrated at Investors Bank and,
therefore, are not provided independent from one another.
** The above fees will be charged against the fund's custodial checking
account five business days after the invoice is mailed. All fees are to
be billed monthly.
** This fee schedule is confidential information of the parties and shall
not be disclosed to any third party without prior written consent of both
parties.
Accepted and Approved By: /s/ XXXX X. XXXXXXX
---------------------
Name : Xxxx X. Xxxxxxx
---------------------
Title : Treasurer
---------------------
Date :
---------------------
4 Investors Bank-
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ICMA RETIREMENT CORPORATION
VANTAGEPOINT FUNDS
ICMA RETIREMENT TRUST
(PORTFOLIOS)
VANTAGEPOINT AGGRESSIVE OPPORTUNITIES FUND
VANTAGEPOINT INTERNATIONAL FUND
VANTAGEPOINT GROWTH STOCK FUND
VANTAGEPOINT GROWTH & INCOME FUND
VANTAGEPOINT EQUITY INCOME FUND
VANTAGEPOINT ASSET ALLOCATION FUND
VANTAGEPOINT U.S. TREASURY FUND
VANTAGEPOINT MONEY MARKET FUND (TRUST - CASH MANAGEMENT FUND)
VANTAGEPOINT OVERSEAS EQUITY INDEX FUND
ICMA RETIREMENT TRUST SYNTHETIC GIC PORTFOLIOS
5 Investors Bank-
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INVESTORS BANK & TRUST COMPANY
GLOBAL CUSTODY FEE SCHEDULE - ICMA RETIREMENT CORPORATION
--------------------------------------------------------------------------------
COUNTRY BP CHARGE TRADE CHARGE
--------------------------------------------------------------------------------
ARGENTINA * 17.00 $75.00
AUSTRALIA 5.00 $60.00
AUSTRIA 7.00 $60.00
BANGLADESH 41.00 $150.00
BELGIUM 7.00 $60.00
BAHRAIN 41.00 $140.00
BOTSWANA 50.00 $175.00
BRAZIL ** 29.00 $80.00
CANADA 5.00 $30.00
CHILE ** 45.00 $100.00
CHINA 20.00 $75.00
COLOMBIA *** 45.00 $140.00
CROATIA 45.00 $125.00
CYPRUS 50.00 $150.00
CZECH REPUBLIC 17.00 $75.00
DENMARK 5.00 $60.00
ECUADOR 45.00 $100.00
EGYPT 41.00 $100.00
ESTONIA 30.00 $125.00
EUROCLEAR 5.00 $20.00
FINLAND 7.00 $70.00
FRANCE 5.00 $60.00
GERMANY 5.00 $30.00
GHANA 50.00 $200.00
GREECE - EQUITY FUND***** 20.00 $100.00
GREECE - FIXED INCOME FUND **** 15.00 $100.00
HONG KONG 10.00 $65.00
HUNGARY 25.00 $100.00
INDIA 40.00 $600.00
INDONESIA 13.00 $65.00
IRELAND 7.00 $60.00
ISRAEL 20.00 $60.00
ITALY 5.00 $50.00
JAPAN 5.00 $30.00
JORDAN 41.00 $120.00
--------------------------------------------------------------------------------
INVESTORS BANK CONFIDENTIAL
Page 1
--------------------------------------------------------------------------------
As of 1/19/99
20
--------------------------------------------------------------------------------
COUNTRY BP CHARGE TRADE CHARGE
--------------------------------------------------------------------------------
KENYA 50.00 $200.00
KOREA 13.00 $65.00
LATVIA 30.00 $125.00
LEBANON 41.00 $140.00
LITHUANIA 20.00 $75.00
LUXEMBOURG 7.00 $60.00
MALAYSIA 10.00 $70.00
MAURITIUS 41.00 $140.00
MEXICO 10.00 $40.00
MOROCCO 40.00 $150.00
NAMIBIA 50.00 $200.00
NETHERLANDS 5.00 $40.00
NEW ZEALAND 5.00 $60.00
NORWAY 7.00 $90.00
OMAN 41.00 $140.00
PAKISTAN 41.00 $140.00
PERU 35.00 $100.00
PHILIPPINES 13.00 $65.00
POLAND 20.00 $100.00
PORTUGAL 15.00 $125.00
ROMANIA 45.00 $125.00
RUSSIA - EQUITY FUND***** 35.00 $250.00
RUSSIA - FIXED INCOME FUND***** 35.00 $140.00
SINGAPORE 10.00 $65.00
SLOVAKIA 20.00 $75.00
SLOVENIA 41.00 $100.00
SOUTH AFRICA 7.00 $40.00
SPAIN 5.00 $60.00
SRI LANKA 13.00 $65.00
SWAZILAND 50.00 $200.00
SWEDEN 5.00 $40.00
SWITZERLAND 5.00 $60.00
TAIWAN 13.00 $65.00
THAILAND 10.00 $65.00
TURKEY 15.00 $100.00
--------------------------------------------------------------------------------
INVESTORS BANK CONFIDENTIAL
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As of 1/19/99
21
===============================================================================
COUNTRY BP CHARGE TRADE CHARGE
===============================================================================
UK 5.00 $50.00
URUGUAY 50.00 $150.00
VENEZUELA ** 45.00 $140.00
ZAMBIA 50.00 $200.00
ZIMBABWE 50.00 $175.00
===============================================================================
EUROCLEAR CHARGES APPLY TO ONLY APPROVED CONTINENTAL EUROPEAN COUNTRIES
* BONDS BILLED AT RESIDUAL VALUE
** LOCAL ADMINISTRATOR FEES INCLUDED IN CUSTODY FEE
*** 20 BP LOCAL ADMINISTRATION CHARGE APPLIED TO TRADES
**** EUROCLEAR CROSS BORDER FEE OF $50 WHERE APPLICABLE
***** THE DESIGNATION AS AN EQUITY OR FIXED INCOME FUND SHALL BE DETERMINED
BASED ON 50% OR GREATER OF FUND ASSETS INVESTED IN EQUITY OR FIXED
INCOME SECURITIES.
OUT-OF POCKET CHARGES ARE PASSED THROUGH AS ACTUALS IN ALL MARKETS
----------------------------------------------------------------------------
INVESTORS BANK CONFIDENTIAL
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As of 1/19/99
22
ICMA RETIREMENT CORPORATION APPENDIX B
(CONTINUED)
VANTAGEPOINT FUNDS
ICMA RETIREMENT TRUST
(FEEDER FUNDS)
FEE SCHEDULE**
1/19/99
============================================================================
CUSTODY, FUND ACCOUNTING AND CALCULATION OF N.A.V.
============================================================================
A. CUSTODY, FUND ACCOUNTING AND CALCULATION OF N.A.V.
- The following annual fee shall be charged for each Feeder Fund:
Annual Fee per Fund $12,000
For each additional class beyond the first class for any Fund,
there shall be an annual fee of $6,000 for the above services.
B. MUTUAL FUND ADMINISTRATION AND TRANSFER AGENCY
- The following basis point fee shall apply to each Feeder fund
and is based on all assets.
Annual Asset Based Fees per Vantagepoint Feeder Fund:
First $250 Million in Net Assets 1.75 BASIS POINTS
Next $1 Billion in Net Assets 1.50 BASIS POINTS
Above $1.25 Billion in Net Assets 1.00 BASIS POINT
Annual Minimum per Vantagepoint Feeder Fund: $50,000
For each additional class of shares beyond the first two
classes, the annual minimum fee shall be increased by $25,000.
The annual minimum fee will be waived as long as total assets
in the 4 RC Feeder funds with Investors Bank exceed $750
million.
- Blue Sky registration costs are charged at $100.00 per permit
processed by IBT. State filing fees are passed on to the funds
as an out-of-pocket expense.
23
C. TRANSACTIONS COSTS
- Transaction fees: PER TRANSACTION
---------------
Outgoing Wires $ 7.00
Incoming Wires $ 5.00
===============================================================================
OUT-OF-POCKET, BALANCE CREDIT AND SYSTEMS
===============================================================================
A. OUT-OF-POCKET
These charges consist of
-Micro Rental -Ad Hoc Reporting
-Printing, Delivery, Postage -Forms & Supplies
-Telephone -Support Equipment Rental
-Third Party Review -Legal Expenses
-Systems Development Costs -Data Transmissions
B. DOMESTIC BALANCE CREDIT
We allow use of balance credit against fees (excluding out-of-pocket
charges) for balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required to
support the activity charges of the accounts. The monthly earnings
allowance is equal to 75% of the 90-day T-xxxx rate.
C. SYSTEMS
The details of any systems work will be determined after a thorough
business analysis. Systems work will be billed on a time and material
basis. Investors Bank provides an allowance of 10 systems hours for data
extract set up and reporting extract set up. Additional systems hours
will be billed on a time and materials basis.
2 Investors Bank-
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24
NOTES
** The above fees will be charged against the fund's custodial checking
account five business days after the invoice is mailed. All fees are to be
billed monthly.
** This fee schedule is confidential information of the parties and shall not
be disclosed to any third party without prior written consent of both
parties.
Accepted and Approved By: /s/ XXXX X. XXXXXXX
-----------------------------------------
Name : Xxxx X. Xxxxxxx
-----------------------------------------
Title : Treasurer
-----------------------------------------
Date : February 3, 1999
-----------------------------------------
3 Investors Bank-
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ICMA RETIREMENT CORPORATION
VANTAGEPOINT FUNDS
ICMA RETIREMENT TRUST
(FEEDER FUNDS)
VANATGEPOINT MID/SMALL COMPANY INDEX FUND
VANTAGEPOINT BROAD MARKET INDEX FUND
VANTAGEPOINT 500 STOCK INDEX FUND
VANTAGEPOINT CORE BOND INDEX FUND
4 Investors Bank-
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