EX-99.H1 12 w45364bex99-h1.txt TRANSFER AGENCY AND SERVICE AGREEMENT 1 EXHIBIT (h)(1) Updated Appendix to be filed ADMINISTRATION AGREEMENT AGREEMENT made as of January 21, 1999 by and between VANTAGEPOINT FUNDS, a Delaware business trust (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank"). WHEREAS, the Fund is a registered investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Fund, on behalf of the entities listed on Appendix A hereto, desires to retain the Bank to render certain administrative services to the Fund and the Bank is willing to render such services. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, it is agreed between the parties hereto as follows: 1. Appointment. The Fund hereby appoints the Bank to act as Administrator of the Fund on the terms set forth in this Agreement. The Bank accepts such appointment and agrees to render the services herein set forth for the compensation herein provided. 2. Delivery of Documents. The Fund has furnished the Bank with copies properly certified or authenticated of each of the following: (a) Resolutions of the Fund's Board of Trustees authorizing the appointment of the Bank to provide certain administrative services to the Fund and approving this Agreement; (b) The Fund's Declaration of Trustand all amendments thereto (the "Declaration"); (c) The Fund's by-laws and all amendments thereto (the "By-Laws"); (d) The Fund's agreements with all service providers which include any investment advisory agreements, sub-investment advisory agreements, custody agreements, distribution agreements and transfer agency agreements (collectively, the "Agreements"); (e) The Fund's most recent Registration Statement on Form N-lA (the "Registration Statement") under the Securities Act of 1933 and under the 1940 Act and all amendments thereto; and (f) The Fund's most recent prospectus and statement of additional information (the "Prospectus"); and (g) Such other certificates, documents or opinions as may mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunder. The Fund will immediately furnish the Bank with copies of all amendments of or supplements to the foregoing. Furthermore, the Fund will notify the Bank as soon as possible of any matter which may materially affect the performance by the Bank of its services under this Agreement. 3. Duties of Administrator. Subject to the supervision and direction of the Board of Trustees of the Fund, the Bank, as Administrator, will assist in conducting various aspects of the Fund's administrative operations and undertakes to perform the services described in Appendix C hereto. The Bank may, from time to time, perform additional duties and functions which shall be set forth in an amendment to such Appendix C executed by both parties. At such time, the fee schedule included in Appendix B hereto shall be appropriately amended. 2 In performing all services under this Agreement, the Bank shall act in conformity with the Fund's Declaration and By-Laws and the 1940 Act, as the same may be amended from time to time, and the investment objectives, investment policies and other practices and policies set forth in the Fund's Registration Statement, as the same may be amended from time to time. Notwithstanding any item discussed herein, the Bank has no discretion over the Fund's assets or choice of investments and cannot be held liable for any problem relating to such investments. 4. Duties of the Fund. (a) The Fund is solely responsible (through its transfer agent or otherwise) for (i) providing timely and accurate reports ("Daily Sales Reports") which will enable the Bank as Administrator to monitor the total number of shares sold in each state on a daily basis and (ii) identifying any exempt transactions ("Exempt Transactions") which are to be excluded from the Daily Sales Reports, except to the extent such responsibilities are assumed by the Bank as part of another agreement with the Fund or its affiliates. (b) The Fund agrees to make its legal counsel available to the Bank for instruction with respect to any matter of law arising in connection with the Bank's duties hereunder, and the Fund further agrees that the Bank shall be entitled to rely on such instruction without further investigation on the part of the Bank. 5. Fees and Expenses. (a) For the services to be rendered and the facilities to be furnished by the Bank, as provided for in this Agreement, the Fund will compensate the Bank in accordance with the fee schedule attached as Appendix B hereto. Such fees do not include out-of-pocket disbursements (as delineated on the fee schedule or other expenses with the prior approval of the Fund's management) of the Bank for which the Bank shall be entitled to bill the Fund separately and for which the Fund shall reimburse the Bank. (b) The Bank shall not be required to pay any expenses incurred by the Fund. 6. Limitation of Liability. (a) The Bank, its directors, officers, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. The Fund will indemnify the Bank, its directors, officers, employees and agents against and hold it and them harmless from any and all losses, claims, damages, liabilities or expenses (including legal fees and expenses) resulting from any claim, demand, action or suit (i) arising out of the actions or omissions of the Fund, including, but not limited to, inaccurate Daily Sales Reports (except where such reports are provided by the Bank pursuant to another agreement between the Bank and the Fund) and misidentification of Exempt Transactions; (ii) arising out of the offer or sale of any securities of the Fund in violation of (x) any requirement under the federal securities laws or regulations, (y) any requirement under the securities laws or regulations of any state, or (z) any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such securities; or (iii) not resulting from the willful misfeasance, bad faith or negligence of the Bank in the performance of such obligations and duties or by reason of its reckless disregard thereof. (b) The Bank may apply to the Fund at any time for instructions and may consult counsel for the Fund, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and the Bank shall not be liable or accountable for 2 3 any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. The Bank shall not be liable for any act or omission taken or not taken in reliance upon any document, certificate or instrument which it reasonably believes to be genuine and to be signed or presented by the proper person or persons. The Bank shall not be held to have notice of any change of authority of any officers, employees, or agents of the Fund until receipt of written notice thereof has been received by the Bank from the Fund. (c) In the event the Bank is unable to perform, or is delayed in performing, its obligations under the terms of this Agreement because of acts of God, strikes, legal constraint, government actions, war, emergency conditions, interruption of electrical power or other utilities, equipment or transmission failure or damage reasonably beyond its control or other causes reasonably beyond its control, the Bank shall not be liable to the Fund for any damages resulting from such failure to perform, delay in performance, or otherwise from such causes. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall the Bank be liable for special, incidental or consequential damages, even if advised of the possibility of such damages. (e) 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"). 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 7. Termination of Agreement. (a) 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. 3 4 (i) 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 violating party does not cure such violation within ninety days of receipt of written notice from the non-violating party of such violation. (ii) Notwithstanding the above, if the Fund 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 the Fund, 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 (the "Cure Period"), the Fund may terminate this agreement 90 days after expiration of the Cure Period. (iii) 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 7(a)(ii) shall be effective upon expiration of such ninety days, provided, however, that the effective date of such termination may be postponed, at the request of the Fund, to a date not more than one hundred twenty days after delivery of the written notice in order to give the Fund an opportunity to make suitable arrangements for a successor administrator. (b) At any time after the termination of this Agreement, the Fund may, upon written request, have reasonable access to the records of the Bank relating to its performance of its duties as Administrator. 8. Additional Representations of the Bank. 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. 9. Miscellaneous. (a) Any notice or other instrument authorized or required by this Agreement to be given in writing to the Fund or the Bank shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing. To the Fund: Vantagepoint Funds 777 North Capitol Street, NE Washington, DC 20002 Attention: Paul Gallagher, General Counsel With a copy to: Paul Breault, Treasurer To the Bank: Investors Bank & Trust Company 200 Clarendon Street, P.O. Box 9130 Boston, MA 02117-9130 Attention: Andrew E. Nesvet, Director, Client Management With a copy to: John E. Henry, General Counsel (b) This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party. 4 5 (c) This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. (d) This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and which collectively shall be deemed to constitute only one instrument. (e) The captions of this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. 10. Confidentiality. 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 in the performance of duties hereunder or as otherwise required by law. 11. Use of Name. The Fund shall not use the name of the Bank or any of its affiliates in any prospectus, sales literature or other material relating to the Fund in a manner not approved by the Bank prior thereto in writing; provided however, that the approval of the Bank shall not be required for any use of its name which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided further, that in no event shall such approval be unreasonably withheld or delayed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 6 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above. VANTAGEPOINT FUNDS By: /s/ PAUL A. BREAULT ---------------------- Name: Paul A. Breault Title: Treasurer INVESTORS BANK & TRUST COMPANY By: /s/ ANDREW M. NESVET ------------------------------ Name: Andrew M. Nesvet Title: Director, Client Management 6 7 Appendices Appendix A....................................... Funds Appendix B....................................... Fee Schedule Appendix C....................................... Services 8 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 9 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. 10 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 --------------- 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. 2 Investors Bank- Confidential 11 ================================================================================ MISCELLANEOUS ================================================================================ A. IRA ACCOUNT CUSTODIAN/TRUSTEE AND 457 PLAN TRUSTEE (PASSIVE/NAME ONLY) IRA 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-bill rate. 3 Investors Bank- Confidential 12 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/ PAUL A. BREAULT ----------------------------------- Name : Paul A. Breault ----------------------------------- Title : Treasurer ----------------------------------- Date : 1/21/99 ----------------------------------- 4 Investors Bank- Confidential 13 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- Confidential 14 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
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============================================================================= 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
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============================================================================= 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 Page 3 As of 1/19/99 17 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. 18 C. TRANSACTION COSTS PER TRANSACTION --------------- - Transaction fees: 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-bill 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- Confidential 19 NOTES ** The above fees will be charged against the fund's custodial checking account five business days after the invoice is mailed. All fee 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/ PAUL A. BREAULT -------------------------------- Name : PAUL A. BREAULT -------------------------------- Title : Treasurer -------------------------------- Date : February 3, 1999 -------------------------------- 3 Investors Bank- Confidential 20 ICMA RETIREMENT CORPORATION VANTAGEPOINT FUNDS ICMA RETIREMENT TRUST (FEEDER FUNDS) VANTAGEPOINT MID/SMALL COMPANY INDEX FUND VANTAGEPOINT BROAD MARKET INDEX FUND VANTAGEPOINT 500 STOCK INDEX FUND VANTAGEPOINT CORE BOND INDEX FUND 4 Investors Bank- Confidential 21 Appendix C 1/19/99 INVESTORS BANK & TRUST SUMMARY OF ADMINISTRATION FUNCTIONS VANTAGEPOINT FUNDS
SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ------------------------- ---------------------- ------------ ---------------------- MANAGEMENT REPORTING & TREASURY ADMINISTRATION ------------------------- Monitor portfolio Perform tests of certain Continuously monitor A/C - Provide compliance in accordance Specific portfolio Portfolio activity and consultation as needed with the current Activity designed from Fund operations in on compliance issues. Prospectus and SAI. Provisions of the fund's conjunction with 1940 Prospectus and SAI. Act, Prospectus, SAI and Follow-up on potential any other applicable violations. laws and regulations. Monitor testing results and approve resolution of compliance issues. FREQUENCY: DAILY Provide compliance Provide a report of Review report. A/C - Provide consultation summary package. compliance testing as needed. results. FREQUENCY: MONTHLY Perform asset Perform asset Continuously monitor A - Provide consultation diversification testing diversification tests at portfolio activity in as needed in to establish each tax quarter end. conjunction with IRS establishing positions qualification as a RIC. Follow-up on issues. requirements. Review to be taken in tax test results and take treatment of particular any necessary action. issues. Review quarter approve tax positions end tests on a current taken. basis. FREQUENCY: QUARTERLY
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SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ------------------------- ---------------------- ------------ ---------------------- MANAGEMENT REPORTING & TREASURY ADMINISTRATION (CONT.) ------------------------- Perform qualifying Perform qualifying Continuously monitor A- Consult as needed on income testing to income testing (on book portfolio activity in tax accounting positions establish qualification basis income, unless conjunction with IRS to be taken. Review in as a RIC. material differences are requirements. Review conjunction with anticipated) on test results and take year-end audit. quarterly basis and as any necessary action. may otherwise be approve tax positions necessary. Follow-up on taken. issues. FREQUENCY: QUARTERLY Prepare the Fund's Prepare preliminary Provide asset level annual expense budget. expense budget. Notify projections. Approve Establish daily fund accounting of new expense budget. accruals. accrual rates. FREQUENCY: ANNUALLY Monitor the Fund's Monitor actual expenses Provide asset level C/A - Provide expense budget. Review updating budgets/expense projections quarterly. consultation as the Fund's expense accruals. Provide vendor requested differentials. information as necessary. Review expense analysis and approve budget revisions. FREQUENCY: MONTHLY Receive and coordinate Propose allocations of Approve invoices and payment of fund and invoice among Funds and allocations of payments. escrow expenses. obtain authorized Send invoices to IBT in approval to process a timely manner. payment. FREQUENCY: AS OFTEN AS NECESSARY
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SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ------------------------- ---------------------- ------------ ---------------------- MANAGEMENT REPORTING & TREASURY ADMINISTRATION (CONT.) ------------------------- Review the Fund's Calculate dividends in Establish and maintain C/A - Review and approve dividend calculation accordance with dividend and dividend calculation procedures. Calculate methodology for eacH distribution policies. methodology for each periodic dividend rates Fund. Calculate amounts Review and approve Fund. Provide to be declared in available for dividend calculation consultation as accordance with distribution. Coordinate methodologies for each requested. management guidelines. review by management and Fund. Approve auditors. Notify custody distribution rates per A - Review and concur and transfer agent of share and aggregate with proposed authorized dividend amounts. Obtain Board distributions. rates in accordance with approval when required. Board approved policy. Report dividends to Board as required. FREQUENCY: SEMI-ANNUALLY (SPILLBACK/YEAREND) Calculate total return Provide total return Review performance information on Funds as calculations. Provide information prepared by defined in the current month, year-to-date and Investors Bank. Prospectus and SAI. inception performance calculations on a monthly basis. Additionally, provide three-month and one year returns on a quarterly basis. FREQUENCY: MONTHLY Prepare responses to Prepare, coordinate as Identify the services to major industry necessary, and submit which the Funds report. questionnaires. responses to the Provide information as Lipper, ICI, Morningstar appropriate agency. requested. FREQUENCY: AS OFTEN AS NECESSARY
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SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ------------------------- ---------------------- ------------ ---------------------- MANAGEMENT REPORTING & TREASURY ADMINISTRATION (CONT.) ------------------------- Prepare disinterested Summarize amounts paid Provide social security director/trustee to directors/trustees numbers and current Form 1099-Misc. during the calendar mailing address for year. Prepare and mail trustees. Review and Form 1099-Misc. approve information provided for Form 1099-Misc. FREQUENCY: ANNUALLY ------------------------- FINANCIAL REPORTING ------------------------- Prepare financial Prepare selected Review financial information for portfolio and financial information. presentation to Fund information for Management and Board of inclusion in board Directors. material. FREQUENCY: QUARTERLY
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SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ---------------------------- -------------------------- ------------------------- ---------------------------- FINANCIAL REPORTING (CONT.) ---------------------------- Coordinate the annual audit Draft and manage production Approve production cycle A - Perform audit and issue and semi-annual preparation cycle. Assist in resolution and assist in managing to opinion on annual financial and printing of financial of accounting issues. Draft the cycle. Coordinate statements. statements and notes with financial statements and review and approval by management, fund accounting coordinate auditor and portfolio managers of and the fund auditors. management review, and clear portfolio listings to be A/C - Review reports. comments. Review and included in financial coordinate filing with the statements. Prepare SEC via EDGAR appropriate management letter and coordinate production of Management Discussion and Analysis. Review and approve entire report. Mail reports to shareholders. Make appropriate FREQUENCY: SEMI-ANNUALLY representations in conjunction with audit. ---------------------------- LEGAL ---------------------------- Prepare and file Form N-SAR. Prepare form for filing. Provide appropriate C - Review initial filing. Obtain any necessary responses. Review and A - Provide annual audit supporting documents. File authorize filing. internal control letter to with SEC via EDGAR. accompany the annual filing. FREQUENCY: SEMI-ANNUALLY Coordinate the preparation Accumulate capital stock Review and approve filing. and filing of Form 24f-2 information and draft Form Notice. 24f-2 Notice. Coordinate filing of approved Form with SEC via Edgar. FREQUENCY: ANNUALLY
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SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ---------------------------- -------------------------- ------------------------- ---------------------------- TAX ---------------------------- Prepare income tax Calculate investment Provide transaction A - Provide consultation provisions. company taxable income, information as requested. as needed in establishing net tax exempt interest, Identify Passive foreign positions to be taken in net capital gain and Investment Companies tax treatment of spillback dividend (PFICs). Approve tax particular issues. Perform requirements. Identify accounting positions to be review in conjunction with book-tax accounting taken. Approve provisions. the year-end audit. differences. Track required information relating to accounting FREQUENCY: ANNUALLY differences. Calculate excise tax Calculate required Provide transaction A - Provide consultation distributions distributions to avoid information as requested. as needed in establishing imposition of excise tax. Identify Passive Foreign positions to be taken in Investment Companies tax treatment of - Calculate capital (PFICs). Approve tax particular issues. Review gain net income and accounting positions to be and concur with proposed foreign currency taken. Review and approve distributions per share. gain/loss through all income and October 31. distribution calculations, including projected income - Calculate ordinary and dividend shares. income and Approve distribution rates distributions per share and aggregate through a specified amounts. Obtain Board cut off date. approval when required. - Project ordinary income from cut off date to December 31. - Ascertain dividend shares. Identify book-tax accounting differences. Track required information relating to accounting differences. Coordinate review by management and fund auditors. Notify custody and transfer agent of authorized dividend rates in accordance with Board approved policy. Report dividends to Board FREQUENCY: ANNUALLY as required.
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SUGGESTED FUND AUDITOR FUNCTION INVESTORS BANK & TRUST VANTAGEPOINT OR COUNSEL ---------------------------- -------------------------- ------------------------- ---------------------------- TAX (CONT.) ---------------------------- Prepare tax returns Prepare excise and RIC Review and sign tax A - Review and sign tax tax return. return. return as preparer. FREQUENCY: ANNUALLY Prepare Form 1099 Obtain yearly distribution Review and approve information. Calculate 1099 information provided for reclasses and coordinate Form 1099. with transfer agent. FREQUENCY: ANNUALLY Prepare other year-end Obtain yearly income Review and approve tax-related disclosures distribution information. information provided. Calculate disclosures (i.e., dividend received deductions, foreign tax credits, tax-exempt income, income by jurisdiction) and coordinate with transfer agent. FREQUENCY: ANNUALLY
REVIEW AND APPROVAL The attached Summary of Administration Functions dated 1/19/99 has been reviewed and generally represents the services currently being provided. /s/ ANDREW M. NESVET 1/19/99 ------------------------------------------------ ----------------- Investors Bank and Trust Company Date /s/ PAUL A. BREAULT 1/21/99 ------------------------------------------------ ----------------- Signature of Authorized Client Representative Date