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EXHIBIT h
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
This Agreement made as of this 1st day of March, 1999, by and between The
Vantagepoint Funds, a Delaware Business Trust (the "Fund") and Vantagepoint
Transfer Agents, LLC, a Delaware limited liability company (the "Transfer
Agent").
WHEREAS, the Fund desires to appoint the Transfer Agent as its transfer agent,
dividend disbursing agent, and agent in connection with shareholder services and
certain other activities, and the Transfer Agent desires to accept such
appointment.
WHEREAS, the Transfer Agent 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");
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund initially intends to offer shares in the series listed in
Appendix A hereto;
NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
Fund and the Transfer Agent hereby agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF TRANSFER AGENT
Subject to the terms and conditions set forth in this agreement, the
Fund hereby employs and appoints the Transfer Agent to act, and the
Transfer Agent agrees to act, as transfer agent for each of the Fund's
series of authorized and issued shares of beneficial interest
("shares"), dividend disbursing agent, and agent with respect to
certain other administrative services as described herein.
Transfer Agent agrees that it will provide the following services:
(a) Administer and perform the customary services of a transfer
agent, acting as agent in connection with dividend
disbursement and distribution functions; and performing
administrative functions in connection with the issuance,
transfer and redemption of shares of the Fund in accordance
with the terms of the Fund's prospectus, applicable law, any
procedures that may be established from time-to-time by the
Fund, and any applicable law.
(b) Recording the issuance of shares and maintaining according to
the requirements of the 1934 Act a record of the total number
of shares of each series of the Fund that are issued and
outstanding.
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(c) Maintain a record of the number of shares held by each
shareholder of record which shall include name, address,
taxpayer identification number and account transaction
history.
(d) Maintaining records and performing services for the
shareholder participants of 457, 401 and other retirement
plans that are shareholders of the Fund ("participants"), as
set forth in Appendix B hereto.
(e) Notwithstanding any of the foregoing provisions of this
agreement, Transfer Agent shall be under no duty to or
obligation to inquire into, and shall not be liable for (i)
the legality of the issuance or sale of the Fund's shares;
(ii) the legality of the redemption of any Fund shares; or
(iii) the legality of the declaration of any dividend by the
Board of Directors of the Fund.
(f) Transfer Agent shall create and maintain all records required
of it pursuant to its duties hereunder, and as set forth in
Appendix B in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of
the Investment Company Act of 1940 (the "1940 Act") and the
rules thereunder.
(g) The records preserved hereunder shall be the sole property of
the Fund, and will be surrendered promptly to the Fund at its
request.
(h) Promptly respond to any inquiries from shareholders or
participants relating to accounts.
(i) Address and mail to shareholders and participants all reports,
account statements, dividend notices and proxy materials,
process and tabulate returned proxy cards, act as inspector of
election at shareholder meetings and certify shares voted at
such meetings.
(j) Process new accounts, additional purchases, allocate investor
payments among series of the Fund, process redemption requests
and effect the delivery of redemption proceeds,
transfer/exchange shares between series upon the receipt of
proper instructions.
(k) Upon the declaration of any dividend or capital gain by the
Board of Directors of the Fund, the fund shall provide the
Transfer Agent with a certified resolution detailing the date
of the declaration of the dividend, the ex-dividend date, the
date of payment thereof, the record date as of which
shareholders shall be entitled to payment shall be determined
and the total amount payable per share on the payment date.
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Upon receipt of such resolution from the Fund, Transfer Agent
shall take any necessary steps to effect the payment of the
dividend or capital gain as specified therein.
(l) Transfer Agent shall prepare and file the appropriate
information returns concerning the payment of dividend and
capital gain distributions on behalf of the Fund with the
proper Federal, state and local authorities as are required by
law.
(m) Perform any and all functions reasonably necessary to support
the duties specified herein or in any exhibit hereto.
2. COMPENSATION.
The Fund will compensate the Transfer Agent for the performance of its
obligations hereunder the amount of .35% of average net assets. Any
compensation agreed to hereunder may be adjusted from time to time,
upon the approval of the Fund's Board of Directors.
3. INDEMNIFICATION.
The Fund shall indemnify and hold Transfer Agent harmless from and
against any and all claims, costs, expenses, losses, damages and
liabilities of any sort which may be asserted against Transfer Agent or
for which Transfer Agent may be held liable arising from the actions of
the Transfer Agent required to be taken hereunder unless such claim has
resulted from the willful malfeasance, bad faith or gross negligence of
the Transfer Agent of the reckless disregard of its duties hereunder.
4. LIMITATION OF LIABILITY.
Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed hereunder. Transfer Agent shall not
be responsible for losses or damages to the Fund unless said losses or
damages are caused by Transfer Agent's willful malfeasance, bad faith,
gross negligence or reckless disregard of its duties hereunder.
5. TERM OF AGREEMENT.
This Agreement shall be effective on the date first written above and
shall continue for a period of two years (the "Initial Term"). Upon the
expiration of the Initial Term, this agreement shall renew for
successive two year terms, subject to the approval of the Fund's Board
of Directors.
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The agreement may be terminated by either party upon 50 days prior
written notice. The agreement may be terminated immediately by the Fund
upon its assignment, as that term is defined in the 1940 Act, by the
Transfer Agent.
6. ADDITIONAL SERIES.
In the event that the Fund establishes one or more additional series of
shares, the Fund shall notify the Transfer Agent and Appendix A hereto
shall be amended to reflect such additional series.
7. CONFIDENTIALITY/OWNERSHIP.
In the course of its performance under this Agreement, Transfer Agent
may have access to confidential information about the Fund, including
but not limited to information concerning its shareholders or
participants. Such information shall be considered confidential and
proprietary to the Fund, and shall not be published or disclosed to any
third party by the Transfer Agent without the prior consent of the
Fund.
In the course of the performance of this Agreement by the Transfer
Agent, it may create reports, marketing materials, or other materials
relating to the Fund. Transfer Agent agrees that sole ownership rights
to such materials shall reside with the Fund.
8. SUBCONTRACTING.
Duties of the Transfer Agent under this Agreement may be subcontracted
to a third party only upon the approval of the Fund's Board of
Directors.
9. GOVERNING LAW.
The laws of the State of Delaware shall govern the interpretation,
validity and enforcement of this Agreement.
The Vantagepoint Funds
By: /s/
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Vantagepoint Transfer Agent
By: /s/
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