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.
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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 xxxx 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
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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.
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(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
000 Xxxxx Xxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx, General Counsel
With a copy to: Xxxx Xxxxxxx, Treasurer
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx, Director,
Client Management
With a copy to: Xxxx X. Xxxxx, 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.
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(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]
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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/ XXXX X. XXXXXXX
----------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
INVESTORS BANK & TRUST COMPANY
By: /s/ XXXXXX X. XXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director, Client Management
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Appendices
Appendix A....................................... Funds
Appendix B....................................... Fee Schedule
Appendix C....................................... Services
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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
---------------
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
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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-
Confidential
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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 : 1/21/99
-----------------------------------
4 Investors Bank-
Confidential
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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-
Confidential
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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
15
=============================================================================
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
Page 2
=============================================================================
As of 1/19/99
16
=============================================================================
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
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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.
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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-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-
Confidential
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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/ XXXX X. XXXXXXX
--------------------------------
Name : XXXX X. XXXXXXX
--------------------------------
Title : Treasurer
--------------------------------
Date : February 3, 1999
--------------------------------
3 Investors Bank-
Confidential
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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-
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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
22
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
23
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
24
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
25
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 XXXXX 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 XXXXX. 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 Xxxxx.
FREQUENCY: ANNUALLY
26
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.
27
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/ XXXXXX X. XXXXXX 1/19/99
------------------------------------------------ -----------------
Investors Bank and Trust Company Date
/s/ XXXX X. XXXXXXX 1/21/99
------------------------------------------------ -----------------
Signature of Authorized Client Representative Date
