AMENDMENT NO. 2 TO THE SUB-TRANSFER AGENCY AGREEMENT
THIS SECOND AMENDMENT TO THE SUB-TRANSFER AGENCY AGREEMENT (as defined
below), is effective as of October 1, 2004, by and between VANTAGEPOINT TRANSFER
AGENTS, LLC, a Delaware limited liability company ("VTA"), INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Bank") and ICMA Retirement
Corporation, Delaware corporation ("RC").
WHEREAS, The Vantagepoint Funds (the "Fund"), VTA and the Bank entered
into a Sub-Transfer Agency and Service Agreement dated February 3, 1999 (the
"Sub-Transfer Agency Agreement"); and
WHEREAS, VTA and the Bank agreed to amend the Sub-Transfer Agency
Agreement on December 31, 2001; and
WHEREAS, VTA, RC and the Bank desire to amend the Sub-Transfer Agency
Agreement as set forth below and the Fund desires to be removed as a party to
the Sub-Transfer Agency Agreement and VTA, the Bank and RC wish to effect such
removal,
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the parties hereto agree as follows:
1. Amendments. (a) Section 10 of the Sub-Transfer Agency Agreement is
hereby amended by deleting such Section 10 in its entirety and by
inserting in lieu thereof, the following:
10.1. For performance by the Bank pursuant to this Agreement, VTA
agrees to pay the Bank an annual maintenance fee as may be
agreed in writing between the parties.
10.2. In addition to the fee paid under Section 10.1 above, VTA
agrees to reimburse the Bank for out-of-pocket expenses or
advances incurred by the Bank in performing its obligations
under this Agreement as may be agreed in writing between the
parties. In addition, any other expenses incurred by the Bank
at the request or with the written consent of VTA including,
without limitation, any equipment or supplies which VTA
specifically orders or requires the Bank to purchase, will be
reimbursed by VTA or RC.
10.3. Fees and expenses will be calculated monthly and billed
directly to VTA. VTA agrees to pay all fees and reimbursable
expenses to the Bank for any month within ten (10) days
following the mailing of the respective billing notice. VTA
will have thirty (30) days after the receipt of an invoice to
dispute any charge that appears on such invoice. After such
thirty (30) day period, the invoice will be deemed to be
complete and accurate and may no longer be disputed.
(b) Section 11 of the Sub-Transfer Agency Agreement is hereby
amended by deleting the lead-in paragraph to Section 11.1, and
paragraphs 11.1(c), 11.1(d), 11.2 and 11.3 in their entirety and by
inserting in lieu thereof, the following:
11.1 Notwithstanding anything in this Agreement to the contrary, in
no event shall the Bank or any of its officers, directors,
employees or agents (collectively, the
"Indemnified Parties") be liable to VTA, any Fund or any third
party, and VTA and RC shall indemnify and hold the Bank and
the Indemnified Parties harmless from and against any and all
loss, damage, liability, actions, suits, claims, costs and
expenses, including legal fees, (a "Claim") arising as a
result of any act or omission of the Bank or any Indemnified
Party under this Agreement, except to the extent that any
Claim results from the negligence, willful misfeasance or bad
faith of the Bank or any Indemnified Party. Without limiting
the foregoing, neither the Bank nor the Indemnified Parties
shall be liable for, and the Bank and the Indemnified Parties
shall be indemnified against, any Claim arising as a result
of:
* * *
(c) The refusal or failure of VTA to comply with the terms
of this Agreement, or which arise out of the lack of
good faith, negligence or willful misconduct of VTA.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or
requests, whether written or oral, of VTA.
11.2 The Bank shall indemnify and hold the Fund(s), VTA and RC
harmless from and against any and all losses, damages, costs,
charges, legal fees, payments, expenses and liability arising
out of or attributed to any action, omission or failure to act
by the Bank as a result of the Bank's lack of good faith,
negligence, willful misconduct, knowing violation of law or
fraud.
11.3 At any time the Bank may apply to VTA for instructions, and
may consult with legal counsel of the Bank or VTA with respect
to any matter arising in connection with the services to be
performed by the Bank under this Agreement, and the Bank and
its agents or subcontractors shall not be liable and shall be
indemnified by VTA and RC for any action taken or omitted by
it in reliance upon such instructions or upon the opinion of
such counsel except for a knowing violation of law. The Bank,
its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by
or on behalf of VTA or the Fund(s), reasonably believed to be
genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records
or documents provided to the Bank or its agents or
subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by VTA or the Fund(s),
and the Bank, its agents and subcontractors shall not be held
to have notice of any change of authority of any person, until
written notice thereof from VTA or the Fund(s).
(c) Section 12 of the Sub-Transfer Agency Agreement is hereby
amended by deleting paragraph 12.4 in its entirety and by inserting
in lieu thereof, the following:
12.4 The Bank and VTA agree that 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 required by law.
(d) Section 13 of the Sub-Transfer Agency Agreement is hereby
amended by deleting the lead-in paragraph to Section 13.1 and
paragraph 13.1(b) in their entirety and by inserting in lieu
thereof, the following:
13.1 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.
Fees payable to the Bank under the Sub-Transfer Agency
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.
* * *
(b) Notwithstanding the above, if VTA determines during the
Initial Term, that the Bank's performance under this
Agreement fails to meet reasonable industry standards,
then VTA shall provide to the Bank a written notice,
executed by an officer of VTA, 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 Notices (xxx "Xxxx Xxxxxx"),
XXX may terminate this agreement 90 days after
expiration of the Cure Period.
(e) Section 14 of the Sub-Transfer Agency Agreement is hereby
amended by deleting Section 14 thereof in its entirety and by
inserting in lieu thereof, the following:
14. Additional Funds. In the event that Vantagepoint Funds
establishes one or more series of Shares in addition to the
series listed on Appendix A hereto with respect to which it
desires to have the Bank render services under the terms
hereof, VTA shall notify or cause the Fund to notify the Bank
in writing, and if the Bank agrees in writing to provide such
services, such series of Shares shall become a Fund hereunder
and Appendix A shall be appropriately amended.
(f) The Sub-Transfer Agency Agreement is herby amended by adding at
the end thereof the following new Section 20:
20. Rule 38a-1. In order to assist the Funds to satisfy the
requirements of Rule 38a-1 promulgated under the 1940 Act (the
"Rule"), the Bank shall provide to the Funds' 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 Funds, and (iii) periodic certifications
that there are no Material Compliance Matters (also as defined
in the Rule) involving the Bank that affect or could affect
the Fund.
2. Miscellaneous.
(a) VTA, the Bank and RC agree that the Fund is no longer a party
to the Sub-Transfer Agency Agreement.
(b) VTA represents and warrants to the Bank that the Transfer
Agency and Administrative Services Agreement between VTA and
the Fund provides that VTA is indemnified by the Fund for
losses or claims arising under such agreement unless such loss
or claim arises from the willful malfeasance, bad faith or
gross negligence of VTA or the reckless disregard of VTA's
duties. VTA shall promptly inform the Bank of any material
changes to such indemnification arrangements.
(c) Except as amended hereby, the Sub-Transfer Agency Agreement
shall remain in full force and effect.
(d) 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 amendment 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
VANTAGEPOINT TRANSFER AGENTS, LLC
By: /s/ Xxxx XxXxxxxx
------------------------
Name: Xxxx XxXxxxxx
Title: President
ICMA Retirement Corporation
By: /s/ Xxxx XxXxxxxx
------------------------
Name: Xxxx XxXxxxxx
Title: President & CEO
By signing below, the Fund acknowledges and agrees that it is no longer a party
to the Sub-Transfer Agency Agreement.
THE VANTAGEPOINT FUNDS
By: /s/ Xxxx XxXxxxxx
----------------------
Name: Xxxx XxXxxxxx
Title: President
Date: September 27, 2004
ICMA RETIREMENT CORPORATION
VANTAGEPOINT TRANSFER AGENTS
FEE SCHEDULE**
OCTOBER 1, 2004
INSTITUTIONAL/OMNIBUS SUB-TRANSFER AGENT SERVICES
A. SUB-TRANSFER AGENT SERVICES
- The following fee will apply to each fund/share class for which the
Bank provides sub-transfer agent services:
$8,500 per annum
B. NSCC
The following fees apply to each fund that employs NSCC functionality as
outlined below:
NSCC Fund Serv $2,000 per fund per annum
DCC&S $500 per fund per annum
Networking Level 3 $500 per fund per annum
Networking Level 3 $3 per account per annum
Fund Profile $500 per fund per annum
C. TRANSACTIONS
Outgoing Wires $ 7.00
Incoming Wires $ 5.00
D. OUT-OF-POCKET
These charges consist of:
-Printing, Delivery, Storage & Postage -Forms & Supplies
-Telephone -Support Equipment Rental
-Third Party Review -Legal Expenses
-Systems Development Costs -Data Transmissions
Investors Bank & Trust 1 Confidential
E. 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 paid within 10 days following receipt of the invoice.
** 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
Investors Bank & Trust 2 Confidential
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
Investors Bank & Trust 3 Confidential
