EXHIBIT 99.22(h)(2)
AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO THE TRANSFER AGENCY AGREEMENT (as defined below), is
effective as of September 10, 2004, by and between THE VANTAGEPOINT FUNDS, a
statutory trust organized under the laws of Delaware (the "Fund") and
VANTAGEPOINT TRANSFER AGENTS, LLC, a Delaware limited liability company (the
"Transfer Agent").
WHEREAS, the Fund and the Transfer Agent entered into a Transfer Agency
and Administrative Services Agreement dated March 1, 1999 (the "Transfer Agency
Agreement"); and
WHEREAS, the Fund and the Transfer Agent desire to amend the Transfer
Agent Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the Fund and the Transfer Agent hereby agree as follows:
1. Amendments. Section 2 of the Transfer Agency Agreement is hereby
amended by deleting such Section 2 in its entirety and by inserting
in lieu thereof, the following:
Compensation. The Fund will compensate the Transfer Agent for
the performance of its obligations hereunder the amount set
forth in Appendix A as amended from time to time upon approval
by the Board of Directors.
Appendix A. Appendix A is hereby deleted in its entirety and
replaced by the Appendix A attached hereto.
2. Miscellaneous.
(a) Except as amended hereby, the Transfer Agency Agreement
shall remain in full force and effect.
(b) This amendment may be executed in two or more
counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, each party hereto has caused this agreement to be
executed by its duly authorized officer, as the case may be, as of the
date and year first above written.
VANTAGEPOINT TRANSFER AGENTS, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Secretary
THE VANTAGEPOINT FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Secretary
APPENDIX A
The Fund shall pay the Transfer Agent, as full compensation for services
provided and expenses assumed hereunder, a fee for each series of the Fund,
computed daily and payable monthly at the annual rates listed below as a
percentage of the average daily net assets of such series:
EFFECTIVE
FUND RATE OF COMPENSATION DATE
----------------------------------------------------- -------------------- ---------
Vantagepoint Money Market Fund 0.35% 3/1/1999
Vantagepoint Income Preservation Fund 0.35% 3/1/1999
Vantagepoint US Government Securities Fund 0.35% 3/1/1999
Vantagepoint Asset Allocation Fund 0.35% 3/1/1999
Vantagepoint Equity Income Fund 0.35% 3/1/1999
Vantagepoint Growth & Income Fund 0.35% 3/1/1999
Vantagepoint Growth Fund 0.35% 3/1/1999
Vantagepoint Aggressive Opportunities Fund 0.35% 3/1/1999
Vantagepoint International Fund 0.35% 3/1/1999
Vantagepoint Core Bond Index Fund Class I shares: 0.30% 3/1/1999
Class II shares: 0.10%
Vantagepoint 500 Stock Index Fund Class I shares: 0.30% 3/1/1999
Class II shares: 0.10%
Vantagepoint Broad Market Index Fund Class I shares: 0.30% 3/1/1999
Class II shares: 0.10%
Vantagepoint Mid/Small Company Index Fund Class I shares: 0.30% 3/1/1999
Class II shares: 0.10%
Vantagepoint Overseas Equity Index Fund Class I shares: 0.30% 3/1/1999
Class II shares: 0.10%
Vantagepoint Model Portfolio Savings Oriented Fund 0.00% 12/1/2000
Vantagepoint Model Portfolio Conservative Growth Fund 0.00% 12/1/2000
Vantagepoint Model Portfolio Traditional Growth Fund 0.00% 12/1/2000
Vantagepoint Model Portfolio Long Term Growth Fund 0.00% 12/1/2000
Vantagepoint Model Portfolio All-Equity Growth Fund 0.00% 12/1/2000
EFFECTIVE
FUND RATE OF COMPENSATION DATE
----------------------------------------------------- -------------------- ---------
Milestone Retirement Income Fund 0.00% 1/3/2005
Milestone 2010 Fund 0.00% 1/3/2005
Milestone 2015 Fund 0.00% 1/3/2005
Milestone 2020 Fund 0.00% 1/3/2005
Milestone 2025 Fund 0.00% 1/3/2005
Milestone 2030 Fund 0.00% 1/3/2005
Milestone 2035 Fund 0.00% 1/3/2005
Milestone 2040 Fund 0.00% 1/3/2005
