AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, effective as of October 1, 2004, by and between
VANTAGEPOINT FUNDS, a business trust organized under the laws of the state of
Delaware (the "Fund") and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust
company (the "Bank").
WHEREAS the Fund and the Bank entered into a Custodian Agreement dated
February 3, 1999 (as amended to the date hereof, the "Custodian Agreement"); and
WHEREAS, the Fund and the Bank desire to amend the Custodian Agreement as
set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendment.
(a) The lead in paragraph in Section 16.1 of the Custodian Agreement is
hereby amended by deleting such paragraph in its entirety and by inserting in
lieu thereof, the following:
"This Agreement shall remain in effect until February 28, 2008 (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 (90) days prior to the expiration of the
Initial Term or any Renewal Term, as the case may be."
(b) The Custodian Agreement is hereby amended by adding at the end thereof
the following new Section 27:
"27. Rule 38a-1. In order to assist the Fund to satisfy the requirements
of Rule 38a-1 promulgated under the 1940 Act (the "Rule"), the Bank shall
provide to the Fund's Chief Compliance Officer: (i) direct access to the
Bank's relevant compliance personnel, (ii) periodic compliance reports and
reports regarding any Material Compliance Matter (as defined in the Rule)
regarding the Fund, and (iii) periodic certifications that the Bank is in
material compliance with applicable Federal Securities Laws (as defined in
the Rule).
(c) Fees payable to the Bank under the Custodian Agreement shall be as set
forth on the fee schedule attached hereto as Exhibit A, as such fee schedule may
be amended from time to time as agreed to in writing by the parties.
2. Miscellaneous.
(a) Except as amended hereby, the Custodian 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.
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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.
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
THE VANTAGEPOINT FUNDS
By: /s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx
Title: President & CEO
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THE VANTAGEPOINT FUNDS
FEE SCHEDULE**
OCTOBER 1, 2004
CUSTODY, FUND ACCOUNTING & CALCULATION OF N.A.V.,
PERFORMANCE MEASUREMENT AND PORTFOLIO ANALYTICS AND TREASURY SERVICES
A. CUSTODY, FUND ACCOUNTING, & CALCULATION OF N.A.V
1. PORTFOLIO FUNDS:
- The following basis point fee shall apply to the combined assets of
all portfolio funds:
Annual Asset Based Fees:
First $2 Billion in Net Assets 1.60 BASIS POINTS
Next $5 Billion in Net Assets 1.40 BASIS POINTS
Next $3 Billion in Net Assets 1.25 BASIS POINTS
Excess of $10 Billion in Net Assets 1.00 BASIS POINT
- For the 2 new fixed income funds expected to launch in 2005,
there will be an annual minimum fee per fund of $20,000. For
each new fund added thereafter, there will be an annual
minimum fee per fund of $25,000.
- For each sub-advised portfolio added in excess of the first 23
sub-advised portfolios (excluding cash buffer portfolios or
any fund with one sub-adviser), there will be an additional
$20,000 annual fee. There are presently 18 sub-advised
portfolios.
2. FUND OF FUNDS:
- The following annual fee shall be charged to each Fund:
Annual Fee per Fund: $18,000
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3. ADDITIONAL SHARE CLASSES:
- No additional charge for the above services will apply until
such time as the total number of new classes (over and above
any classes of shares existing as of the date hereof) to the
Vantagepoint Fund complex exceeds 29. This is intended to
allow for the addition of one new share class of each of the
following: 13 Portfolio Funds and 6 Funds of Funds in
existence on 9/13/04 plus anticipated 10 new funds, consisting
of, 2 Portfolio Funds and 8 Funds of Funds.
- There will be a $6,000 charge per individual share class
thereafter for the above services.
B. PERFORMANCE MEASUREMENT AND PORTFOLIO ANALYTICS
- For each sub-advised portfolio, each $1,500 PER
ANNUM consolidated portfolio (fund level entity)
and each share class
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.
- These fee rates are subject to the funds holding all foreign assets
at the subcustodians chosen by Investors Bank.
- Fees for additional markets to be discussed with your client
manager.
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E. SECURITIES LENDING
The Funds will use the Bank as their exclusive securities lending agent.
The securities lending revenue is split with the Funds and Investors Bank
on a 65%/35% basis respectively.
F. FOREIGN EXCHANGE
The Funds shall execute all foreign exchange transactions with the Bank.
G. CASH MANAGEMENT
The Funds will utilize an Investors Bank Cash Management Product for no
less than 50% of overnight cash balances, combined across all funds, from
cash buffer accounts and sub-advised portfolios with rates as follows:
UP TO $300 MILLION 70% OF FED FUNDS TARGET RATE
$300 MILLION AND ABOVE 80% OF FED FUNDS TARGET RATE
(APPLIES TO ENTIRE BALANCE)
No transaction fees will apply to Investors Bank cash management services.
A fee of 1 basis point on all Fund assets will apply should the Funds
cease to utilize the above services for at least 50% of overnight
balances.
OUT-OF-POCKET
A. OUT-OF-POCKET
These charges consist of:
-Pricing & Verification Services -Micro Rental
-Printing, Delivery, Storage & Postage -Forms & Supplies
-Telephone -Support Equipment Rental
-Third Party Review -Legal Expenses
-Systems Development Costs -Data Transmissions
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B. SYSTEMS
The details of any systems work will be determined after a thorough
business analysis. 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
** The above fees will be charged against the fund's custodial checking account
five business days after month end.
** This fee schedule is confidential information of the parties and shall not be
disclosed to any third party other than (1) regulatory authorities, (2) a
party's independent auditors, (3) counsel to a party or a party's independent
directors without prior written consent of both parties, except as required by
applicable law.
**This fee schedule is predicated upon the extension of our existing contractual
arrangements for a minimum period of 3 years beyond their current terms.
Accepted and Approved By :/s/ Xxxx XxXxxxxx
Name : Xxxx XxXxxxxx
Title : President
Date : September 27, 2004
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THE VANTAGEPOINT FUNDS
AS OF 09/13/04
PORTFOLIO FUNDS
VANTAGEPOINT AGGRESSIVE OPPORTUNITIES FUND
VANTAGEPOINT INTERNATIONAL FUND
VANTAGEPOINT GROWTH FUND
VANTAGEPOINT GROWTH & INCOME FUND
VANTAGEPOINT EQUITY INCOME FUND
VANTAGEPOINT ASSET ALLOCATION FUND
VANTAGEPOINT U.S. GOVERNMENT SECURITIES FUND
VANTAGEPOINT INCOME PRESERVATION FUND
VANTAGEPOINT CORE BOND INDEX FUND
VANTAGEPOINT 500 STOCK INDEX FUND
VANTAGEPOINT BROAD MARKET INDEX FUND
VANTAGEPOINT MID/SMALL COMPANY INDEX FUND
VANTAGEPOINT OVERSEAS EQUITY INDEX FUND
FUNDS OF FUNDS
VANTAGEPOINT MODEL PORTFOLIO SAVINGS ORIENTED FUND
VANTAGEPOINT MODEL PORTFOLIO CONSERVATIVE GROWTH FUND
VANTAGEPOINT MODEL PORTFOLIO TRADITIONAL GROWTH FUND
VANTAGEPOINT MODEL PORTFOLIO LONG TERM GROWTH FUND
VANTAGEPOINT MODEL PORTFOLIO ALL-EQUITY GROWTH FUND
VANTAGEPOINT MONEY MARKET FUND
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