VANTAGEPOINT FUNDS, 485APOS, 2000-02-28

VANTAGEPOINT FUNDS
485APOS, 2000-02-28

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<PAGE> 1
As Filed with the Securities and Exchange Commission On February 28, 2000

File Nos. 333-60789 and 811-08941

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933(X)

Pre-Effective Amendment No.___( )

Post-Effective Amendment No. 3 (X)
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940(X)

Amendment No. 7 (X)

THE VANTAGEPOINT FUNDS
(Exact Name of Registrant as Specified in Charter)

777 North Capitol Street, NE Ste 600, Washington, DC 20002-4240
(Address of Principal Executive Offices) (Zip Code)

(202) 962-4621
(Registrant's Telephone Number, Including Area Code)

Paul F. Gallagher, Secretary
777 North Capitol Street, NE, Ste. 600
Washington, DC 20002
(Name and Address of Agent for Service of Process)

Copies to:

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b) of rule 485
- ---
on (date) pursuant to paragraph (b)(1)(v) of rule 485
- ---
x 60 days after filing pursuant to paragraph (a)(1) of rule 485
- ---
on (date) pursuant to paragraph (a)(1) of rule 485
- ---
75 days after filing pursuant to paragraph (a)(2) of rule 485
- ---
on (date) pursuant to paragraph (a)(2) of rule 485
- ---
If appropriate, check the following box:

This post-effective amendment designates a new effective date for a
- --- previously-filed post-effective amendment.

<PAGE> 2

THE VANTAGEPOINT FUNDS
PROSPECTUS

MAY 1, 2000

The Vantagepoint Funds is a no-load diversified open-end management investment
company. The Vantagepoint Funds operates as a "series" investment company
offering thirteen distinct investment portfolios (the "Funds"), each Fund having
different investment objectives.

This prospectus gives you information about the Vantagepoint Funds that you
should know before investing. You should read this prospectus carefully and
retain it for future reference. It contains important information, including how
each Fund invests and the services available to shareholders.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

[VANTAGEPOINT FUNDS LOGO]
<PAGE> 3

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<PAGE> 4

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
SUMMARY 1
The Funds 1
FEE TABLES 12
INVESTMENT OBJECTIVES AND POLICIES 15
RISKS OF INVESTING IN THE FUNDS 23
Investment Limitations 24
MANAGEMENT OF THE FUNDS 24
Directors and Officers 26
SHAREHOLDER INFORMATION 27
Share Accounting for All Funds 27
Valuation of Funds 27
Reinvestment of Earnings 27
Pricing and Timing of Transactions 27
Reporting to Investors 28
PURCHASES, EXCHANGES AND REDEMPTIONS 28
Purchases 28
Purchases by Employee Benefit Plans 28
Exchanges and Allocations Among
Funds 29
Exchanges by Telephone 29
VantageLine 29
VantageLink 29
Purchases by IRA Investors 30
DISTRIBUTION ARRANGEMENTS 30
TAXATION 31
YEAR 2000 ISSUES 31
FINANCIAL HIGHLIGHTS 31
</TABLE>

<PAGE> 5

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<PAGE> 6

SUMMARY -- INVESTMENTS, RISKS AND PERFORMANCE

- --------------------------------------------------------------------------------

A summary of the investment objectives, principal investment strategies
(including the types of securities held in each Fund) and principal risks of
investing in the Funds is set forth below.

Common Risks--The first six Funds listed in the following section and the first
four Index Funds listed on pages 3 and 4 invest primarily in common stocks, and
are subject to all of the general market risks of investing in the stock market.
Stock markets tend to move in cycles with periods of rising prices and periods
of falling prices. General market risk is discussed in greater detail on page
. To the extent that a particular Fund is managed according to a specific
style (e.g., the Growth Fund), it is subject to the risk that other investment
styles may outperform its style. Each Index Fund is also subject to the risk
that it will deviate from the performance of its benchmark, which is known as
tracking error. To varying degrees, all of the Funds entail the risk that an
investor may lose money.

THE FUNDS
- --------------------------------------------------------------------------------

AGGRESSIVE OPPORTUNITIES FUND

Investment Objective--To offer high long-term capital growth.

Principal Investment Strategy--To invest primarily in common stocks of small- to
medium-capitalization companies. Strategies pursued by the Fund's subadvisers
include:

- investing in emerging growth companies
- identifying companies expected to exhibit high earnings growth
- investing in stocks believed to be undervalued.

Principal Risks--The returns on stocks of small-to medium-capitalization
companies tend to be more volatile at times than the returns on stocks of
larger-capitalization companies because of factors such as less certain
prospects for the growth of smaller companies and a lower degree of liquidity in
the markets for such stocks.

Performance Information--The bar chart and the performance tables below
illustrate the risks and volatility of an investment in the Fund. Of course, the
Funds' past performance does not necessarily indicate how the Fund will perform
in the future.

The periods prior to March 1, 1999, when the Fund began operating, represent the
performance of a similarly managed common trust fund advised by an affiliate of
the Adviser. This past performance has been adjusted to reflect current expenses
of the Fund. The common trust fund was not a registered mutual fund so it was
not subject to the same investment and tax restrictions as the Fund. If it had
been, the common trust fund's performance may have been lower.

This bar chart shows changes in the performance of the Aggressive Opportunities
Fund's Shares from year to year.

<TABLE>
<CAPTION>
AGGRESSIVE OPPORTUNITIES FUND
-----------------------------
<S> <C>
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

1
<PAGE> 7

Performance Table

<TABLE>
<CAPTION>
Since
Shares 1 Year 3 Years 5 Years Inception
------ ------ ------- ------- ---------
<S> <C> <C> <C> <C>
AGGRESSIVE
OPPORTUNITIES FUND X.XX% X.XX% X.XX% X.XX%*
WILSHIRE 4500 INDEX X.XX% X.XX% X.XX% X.XX%**
LIPPER CAPITAL
APPRECIATION FUND
INDEX X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Shares of the Fund were offered beginning March 1, 1999. The performance
information shown prior to that date represents performance of the Fund's
predecessor common trust fund which were offered beginning October 1, 1994.
The performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Class I Shares.

** Since [Date]

INTERNATIONAL FUND

Investment Objective--To offer long-term capital growth and diversification by
country.

Principal Investment Strategy--To invest primarily in the common stocks of
companies headquartered outside of the United States. The Fund will invest at
least 65% of its assets in foreign equity securities. The Fund may also invest a
portion of its assets (35% or less) in bonds and domestic stocks. Strategies
pursued by the Fund's subadvisers include:

- investing primarily in stock of companies headquartered in developed
countries
- investing in companies of all capitalization sizes
- investing in companies in a wide variety of industries
- investing in companies with above-average market earnings growth
potential
- investing in stocks believed to be undervalued.

Principal Risks--The Fund is subject to the special risks of international
investing. These include: accounting and financial reporting standards that may
differ from those used in the U.S.; less supervision of stock exchanges and
brokers; the risk of foreign currency values changing relative to the U.S.
dollar; and the risk that political events or financial problems will weaken a
particular country's economy. Additionally, the Fund may invest in
less-developed markets where these risks can be more substantial.

This bar chart shows changes in the performance of the International Fund's
Shares from year to year.

<TABLE>
<CAPTION>
INTERNATIONAL FUND
------------------
<S> <C>
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Since
1 Year 3 Years 5 Years Inception
------ ------- ------- ---------
<S> <C> <C> <C> <C>
INTERNATIONAL FUND X.XX% X.XX% X.XX% X.XX%*
MSCI EAFE INDEX X.XX% X.XX% X.XX% X.XX%**
LIPPER INTERNATIONAL
FUND INDEX X.XX% X.XX% X.XX% X.XX%
</TABLE>

** Since [Date]

2
<PAGE> 8

GROWTH FUND

Investment Objective--To offer long-term capital growth.

Principal Strategy--To invest primarily in common stocks that are considered to
have above-average potential for growth. Strategies pursued by the Fund's
subadvisers include:

- investing primarily in common stocks of medium- to large-capitalization
companies
- selecting stocks of companies with long-term growth characteristics
- investing in stocks included in the S&P BARRA MidCap 400 Growth Index

Principal Risk--The Fund's growth stock investment strategy may expose it to a
greater degree of price and earnings volatility over shorter time periods than
the stock market as a whole.

This bar chart shows changes in the performance of the Growth Fund's Shares from
year to year.

<TABLE>
<CAPTION>
GROWTH FUND
-----------
<S> <C>
1990 0
1991 0
1992 0
1993 0
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Since
1 Year 3 Years 5 Years Inception
------ ------- ------- ---------
<S> <C> <C> <C> <C>
GROWTH FUND X.XX% X.XX% X.XX% X.XX%*
WILSHIRE 5000 INDEX X.XX% X.XX% X.XX% X.XX%**
LIPPER GROWTH FUND
INDEX X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Shares of the Fund were offered beginning March 1, 1999. The performance
information shown prior to that date represents performance of the Fund's
predecessor common trust fund which were offered beginning April 1, 1993. The
performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Shares.

** Since [Date]

GROWTH & INCOME FUND

Investment Objective--To offer long-term capital growth and current income.

Principal Investment Strategy--To invest primarily in common stocks that offer
the potential for capital appreciation and current income. Strategies pursued by
the Fund's subadvisers include:

- focusing on large-capitalization companies whose stocks offer potential
for price appreciation because of undervaluation, earnings growth or both
- emphasizing stocks which may pay dividends.

Principal Risks--The Fund is subject to all of the general risks of investing in
the stock market, notably the risk of price and earnings volatility over the
short-term.

3
<PAGE> 9

This bar chart shows changes in the performance of the Growth & Income Fund's
Shares from year to year.

<TABLE>
<CAPTION>
GROWTH & INCOME FUND
--------------------
<S> <C>
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
GROWTH & INCOME FUND X.XX% X.XX%*
S&P 500 INDEX X.XX% X.XX%**
LIPPER GROWTH & INCOME FUND
INDEX X.XX% X.XX%
</TABLE>

*Shares of the Fund were offered beginning March 1, 1999. The performance
information shown prior to that date represents performance of the Fund's
predecessor common trust fund which were offered beginning October 1, 1998.
The performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Shares.

** Since [Date]

EQUITY INCOME FUND

Investment Objective--To offer long-term capital growth with consistency derived
from dividend yield.

Principal Investment Strategy--To invest primarily in dividend-paying common
stocks of well established companies. Strategies pursued by the Fund's
subadvisers include:

- investing in common stocks of companies that pay dividends at a
relatively high level.
- a general focus on large-capitalization companies.

Principal Risks--While investment in the Fund involves risk, the Fund's emphasis
on income should result in less volatility than is associated with other types
of common stock funds over the long-term. As a result of the Fund's income
focus, certain industry sectors and/or specific industries may be emphasized. As
such, the Fund may exhibit greater sensitivity to certain economic factors
(e.g., changing interest rates) than the general stock market.

Performance Information--The bar chart and the performance tables below
illustrate the risks and volatility of an investment in the Fund. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future.

4
<PAGE> 10

This bar chart shows changes in the performance of the Equity Income Fund's
Shares from year to year.

<TABLE>
<CAPTION>
EQUITY INCOME FUND
------------------
<S> <C>
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Since
1 Year 3 Years 5 Years Inception
------ ------- ------- ---------
<S> <C> <C> <C> <C>
EQUITY INCOME FUND X.XX% X.XX X.XX% X.XX%*
S&P/BARRA VALUE INDEX X.XX% X.XX% X.XX% X.XX%**
LIPPER EQUITY INCOME
FUND INDEX X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Shares of the Fund were offered beginning March 1, 1999. The performance
information shown prior to that date represents performance of the Fund's
predecessor common trust fund which were offered beginning April 1, 1994. The
performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Shares.

**Since [Date]

ASSET ALLOCATION FUND

Investment Objective--The Fund's investment objective is to offer long-term
capital growth at a lower level of risk than an all equity portfolio.
Principal Investment Strategy--To invest in a portfolio actively allocated among
common stocks, U.S. Treasury securities, and money market instruments. Under
normal circumstances the Fund will invest 45% to 85% of its assets in common
stocks. The remainder of the Fund's assets will be invested in U.S. Treasury
obligations and money market instruments. Strategies pursued by the subadvisers
focus on:

- approximating the general market return of each asset class
- allocating the stock portion of the Fund to a portfolio designed to
approximate the performance of the S&P 500 Index

Principal Risks--The Fund is particularly subject to manager risk--the risk that
the allocation strategy of the subadvisers will fail to meet the Fund's
objectives.

This bar chart shows changes in the performance of the Asset Allocation Fund's
Shares from year to year.

<TABLE>
<CAPTION>
ASSET ALLOCATION FUND
---------------------
<S> <C>
1990 0
1991 0
1992 0
1993 0
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

5
<PAGE> 11

Performance Table

<TABLE>
<CAPTION>
Since
1 Year 3 Years 5 Years Inception
------ ------- ------- ---------
<S> <C> <C> <C> <C>
ASSET ALLOCATION FUND X.XX% X.XX% X.XX% X.XX%*
S&P 500 STOCK INDEX X.XX% X.XX% X.XX% X.XX%**
LEHMAN LONG-TERM
TREASURY INDEX X.XX% X.XX% X.XX% X.XX%**
LIPPER FLEXIBLE
PORTFOLIO FUND INDEX X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Shares of the Fund were offered beginning March 1, 1999. The performance
information shown prior to that date represents performance of the Fund's
predecessor common trust fund which were offered beginning December 1, 1974.
The performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Shares.

** Since [Date]

U.S. TREASURY SECURITIES FUND

Investment Objective--To offer current income.

Principal Investment Strategy--Strategies pursued by the Fund's subadviser
include:
- investing at least 65% of the Fund's assets in intermediate-term U.S.
Treasury Securities.
- investing up to 35% of the Fund's assets in undervalued U.S. Treasury
Securities and/or U.S. government agency mortgage pass-through
securities.

Principal Risks--As with any bond fund, the market prices of the securities held
in the portfolio fluctuate as interest rates change. Generally, the value of a
bond moves in a direction opposite to that of interest rates, and the greater
the maturity of the bond, the greater the resulting change in value. The U.S.
Treasury Securities Fund will experience the volatility of an intermediate-
term (3-7 years) bond fund. The portion of the Fund's assets invested in
mortgage pass-through securities may expose it to pre-payment risk, which is the
risk that, in an environment of falling interest rates, mortgages will be paid
off early. This requires the Fund to invest the proceeds of such repayments in
lower-yielding instruments.

This bar chart shows changes in the performance of the U.S. Treasury Securities
Fund's Shares from year to year.

<TABLE>
<CAPTION>
U.S. TREASURY SECURITIES FUND
-----------------------------
<S> <C>
1992 0
1993 0
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Since
Shares 1 Year 3 Years 5 Years Inception
------ ------ ------- ------- ---------
<S> <C> <C> <C> <C>
U.S. TREASURY
SECURITIES FUND X.XX% X.XX% X.XX% X.XX%*
MERRILL LYNCH 5-7
YEAR TREASURY INDEX X.XX% X.XX% X.XX% X.XX%**
</TABLE>

*Shares of the Fund were offered beginning March 1, 1999. The performance
information shown prior to that date represents performance of the Fund's
predecessor common trust fund which were offered beginning July 1, 1992. The
performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Shares.

** Since [Date]

6
<PAGE> 12

MONEY MARKET FUND

Investment Objective--To seek maximum current income, consistent with
maintaining liquidity and a stable share price of $1.00.

Principal Investment Strategy--To invest all of its assets in the Short-Term
Investments Co. Liquid Assets Portfolio, which invests in high-quality,
short-term money market instruments. The Portfolio's adviser is AIM Advisors,
Inc.

Principal Risk--An investment in the Fund is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
the Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.

Performance Information--Performance varies from year to year and past
performance is not necessarily an indication of future performance. The Money
Market Fund commenced operations on March 1, 1999.

OVERSEAS EQUITY INDEX FUND

Investment Objective--To offer long-term capital growth and diversification by
approximating the performance of the Morgan Stanley Capital International
Europe, Australia, and Far East Free (EAFE Free) Index.

Principal Investment Strategy--To invest in a sampling of securities that is
selected and weighted to result in investment characteristics comparable to the
index and performance that will correlate with the performance of the index.

Principal Risks--The Fund is subject to the risks of investing internationally,
as described for the International Fund.

The periods prior to March 1, 1999, when the Fund began operating, represent the
performance of a similarly managed common trust fund advised by an affiliate of
the Adviser. This past performance has been adjusted to reflect current expenses
of the Class I and Class II Shares of the Fund. Class I and Class II Shares have
different expenses than the common trust fund which results in different
performance. The common trust fund was not a registered mutual fund so it was
not subject to the same investment and tax restrictions as the Fund. If it had
been, the common trust fund's performance may have been lower.

This bar chart shows changes in the performance of the Overseas Equity Index
Fund's Class I Shares from year to year.

<TABLE>
<CAPTION>
OVERSEAS EQUITY INDEX FUND CLASS I
----------------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class I Shares 1 Year Since Inception
-------------- ------ ---------------
<S> <C> <C>
OVERSEAS EQUITY INDEX FUND X.XX% X.XX%*
MORGAN STANLEY EAFE FREE
INDEX X.XX% X.XX%**
</TABLE>

*Class I Shares of the Fund were offered beginning June 2, 1997. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning [Date]. The
performance of the predecessor common trust fund has been adjusted for the
expenses applicable to the Fund's Class I Shares.

** Since [Date]

7
<PAGE> 13

This bar chart shows changes in the performance of the Overseas Equity Index
Fund's Class II Shares from year to year.

<TABLE>
<CAPTION>
OVERSEAS EQUITY INDEX FUND CLASS II
-----------------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class II Shares 1 Year Since Inception
--------------- ------ ---------------
<S> <C> <C>
OVERSEAS EQUITY INDEX FUND X.XX% X.XX%*
MORGAN STANLEY EAFE FREE
INDEX X.XX% X.XX%**
</TABLE>

*Class II Shares of the Fund were offered beginning April 1, 1999. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning June 2,
1997. The performance of the predecessor common trust fund has been adjusted
for the expenses applicable to the Fund's Class II Shares.

** Since [Date]

MID/SMALL COMPANY INDEX FUND

Investment Objective--To offer long-term capital growth by approximating the
performance of the Wilshire 4500 Index.

Principal Risks--The returns on stocks of mid-to small-capitalization companies
tend to be more volatile than the returns on stocks of larger-capitalization
companies.

The periods prior to March 1, 1999, when the Fund began operating, represent the
performance of a similarly managed common trust fund advised by an affiliate of
the Adviser. This past performance has been adjusted to reflect current expenses
of the Class I and Class II Shares of the Fund. Class I and Class II Shares have
different expenses than the common trust fund which results in different
performance. The common trust fund was not a registered mutual fund so it was
not subject to the same investment and tax restrictions as the Fund. If it had
been, the common trust fund's performance may have been lower.

This bar chart shows changes in the performance of the Mid/Small Company Index
Fund's Class I Shares from year to year.

<TABLE>
<CAPTION>
MID/SMALL COMPANY INDEX FUND CLASS I
------------------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class I Shares 1 Year Since Inception
-------------- ------ ---------------
<S> <C> <C>
MID/SMALL COMPANY INDEX
FUND X.XX% X.XX%*
WILSHIRE 4500 INDEX X.XX% X.XX%**
</TABLE>

*Class I Shares of the Fund were offered beginning March 1, 1999. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning June 7,
1997. The performance of the predecessor common trust fund has been adjusted
for the expenses applicable to the Fund's Class I Shares.

** Since [Date]

8
<PAGE> 14

This bar chart shows changes in the performance of the Mid/Small Company Index
Fund's Class II Shares from year to year.

<TABLE>
<CAPTION>
MID/SMALL COMPANY INDEX FUND CLASS II
-------------------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class II Shares 1 Year Since Inception
--------------- ------ ---------------
<S> <C> <C>
MID/SMALL COMPANY INDEX
FUND X.XX% X.XX%*
WILSHIRE 4500 INDEX X.XX% X.XX%**
</TABLE>

** Since [Date]

BROAD MARKET INDEX FUND

Investment Objective--To offer long-term capital growth by approximating the
performance of the Wilshire 5000 Index.

Principal Investment Strategy--To invest in a sampling of securities that are
selected and weighted to result in investment characteristics comparable to the
index and performance that will correlate with the performance of the index.

Principal Risks--The Fund is expected to have the same volatility as the U.S.
stock market as a whole. Additionally, the Wilshire 5000 Index includes smaller
capitalization companies whose stocks tend to have more price volatility than
those of larger companies.

The periods prior to March 1, 1999, when the Fund began operating, represent the
performance of a similarly managed common trust fund advised by an affiliate of
the Adviser. This past performance has been adjusted to reflect current expenses
of the Class I and Class II Shares of the Fund. Class I and Class II Shares have
different expenses than the common trust fund which results in different
performance. The common trust fund was not a registered mutual fund so it was
not subject to the same investment and tax restrictions as the Fund. If it had
been, the common trust fund's performance may have been lower.

This bar chart shows changes in the performance of the Broad Market Index Fund's
Class I Shares from year to year.

<TABLE>
<CAPTION>
BROAD MARKET INDEX FUND CLASS I
-------------------------------
<S> <C>
1990 0
1991 0
1992 0
1993 0
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Since
Class I Shares 1 Year 3 Years 5 Years 10 Years Inception
-------------- ------ ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
BROAD MARKET INDEX
FUND X.XX% X.XX% X.XX% X.XX% X.XX%*
WILSHIRE 5000 INDEX X.XX% X.XX% X.XX% X.XX% X.XX%**
</TABLE>

*Class I Shares of the Fund were offered beginning March 1, 1999. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning November 1,
1988. The performance of the predecessor common trust fund has been adjusted
for the expenses applicable to the Fund's Class I Shares.

** Since [Date]

9
<PAGE> 15

This bar chart shows changes in the performance of the Broad Market Index Fund's
Class II Shares from year to year.

<TABLE>
<CAPTION>
BROAD MARKET INDEX FUND CLASS II
--------------------------------
<S> <C>
1990 0
1991 0
1992 0
1993 0
1994 0
1995 0
1996 0
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

*Class II Shares of the Fund were offered beginning April 1, 1999. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning November 1,
1988. The performance of the predecessor common trust fund has been adjusted
for the expenses applicable to the Fund's Class II Shares.

** Since [Date]

500 STOCK INDEX FUND

Investment Objective--To offer long-term capital growth by approximating the
performance of the Standard and Poor's (S&P) 500 Index.

Principal Investment Strategy--To invest in all of the stocks in the S&P 500
Index, weighted to correlate to the investment characteristics of the index.

Principal Risks--The Fund is expected to have the same volatility as the U.S.
stock market as measured by the S&P 500 Index.

The periods prior to March 1, 1999, when the Fund began operating, represent the
performance of a similarly managed common trust fund advised by an affiliate of
the Adviser. This past performance has been adjusted to reflect current expenses
of the Class I and Class II Shares of the Fund. Class I and Class II Shares have
different expenses than the common trust fund which results in different
performance. The common trust fund was not a registered mutual fund so it was
not subject to the same investment and tax restrictions as the Fund. If it had
been, the common trust fund's performance may have been lower.

This bar chart shows changes in the performance of the 500 Stock Index Fund's
Class I Shares from year to year.

<TABLE>
<CAPTION>
500 STOCK INDEX FUND CLASS I
----------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class I Shares 1 Year Since Inception
-------------- ------ ---------------
<S> <C> <C>
500 STOCK INDEX FUND X.XX% X.XX%*
S&P 500 INDEX X.XX% X.XX%**
</TABLE>

*Class I Shares of the Fund were offered beginning March 1, 1999. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning June 2,
1997. The performance of the predecessor common trust fund has been adjusted
for the expenses applicable to the Fund's Class I Shares.

** Since [Date]

10
<PAGE> 16

This bar chart shows changes in the performance of the 500 Stock Index Fund's
Class II Shares from year to year.

<TABLE>
<CAPTION>
500 STOCK INDEX FUND CLASS II
-----------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class I Shares 1 Year Since Inception
-------------- ------ ---------------
<S> <C> <C>
500 STOCK INDEX FUND X.XX% X.XX%*
S&P 500 INDEX X.XX% X.XX%**
</TABLE>

** Since [Date]

CORE BOND INDEX FUND

Investment Objective--To offer current income by approximating the performance
of the Lehman Brothers Government/Corporate Bond Index.

Principal Investment Strategy--To invest in a sampling of bonds that is selected
and weighted to result in investment characteristics comparable to the index and
performance that will correlate with the performance of the index.

Principal Risks--As with any bond fund, the market prices of the securities held
in the portfolio will fluctuate as INTEREST RATES change. Generally, the value
of a bond moves in a direction opposite to that of interest rates, and the
greater the maturity of the bond, the greater the resulting change in value. The
Fund should experience the volatility characteristics of an
intermediate-maturity fixed income fund. The average maturity of bonds in the
index is expected to range from eight to twelve years and the average credit
quality is Aaa.

The periods prior to March 1, 1999, when the Fund began operating, represent the
performance of a similarly managed common trust fund advised by an affiliate of
the Adviser. This past performance has been adjusted to reflect current expenses
of the Class I and Class II Shares of the Fund. Class I and Class II Shares have
different expenses than the common trust fund which results in different
performance. The common trust fund was not a registered mutual fund so it was
not subject to the same investment and tax restrictions as the Fund. If it had
been, the common trust fund's performance may have been lower.

This bar chart shows changes in the performance of the Core Bond Index Fund's
Class I Shares from year to year.

<TABLE>
<CAPTION>
CORE BOND INDEX FUND CLASS I
----------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class I Shares 1 Year Since Inception
-------------- ------ ---------------
<S> <C> <C>
CORE BOND INDEX FUND X.XX% X.XX%*
LEHMAN BROTHERS
GOVERNMENT/CORPORATE BOND
INDEX X.XX% X.XX%**
</TABLE>

*Class I Shares of the Fund were offered beginning March 1, 1999. The
performance information shown prior to that date represents performance of the
Fund's predecessor common trust fund which were offered beginning June 2,
1997. The performance of the predecessor common trust fund has been adjusted
for the expenses applicable to the Fund's Class I Shares.

** Since [Date]

11
<PAGE> 17

This bar chart shows changes in the performance of the Core Bond Index Fund's
Class II Shares from year to year.

<TABLE>
<CAPTION>
CORE BOND INDEX FUND CLASS II
-----------------------------
<S> <C>
1997 0
1998 0
1999 0
</TABLE>

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

Performance Table

<TABLE>
<CAPTION>
Class II Shares 1 Year Since Inception
--------------- ------ ---------------
<S> <C> <C>
CORE BOND INDEX FUND X.XX% X.XX%*
LEHMAN BROTHERS
GOVERNMENT/CORPORATE BOND
INDEX X.XX% X.XX%**
</TABLE>

** Since [Date]

12
<PAGE> 18

FEE TABLES
- --------------------------------------------------------------------------------

FEES AND EXPENSES OF THE FUNDS

The purpose of the following tables is to assist you in understanding the
various costs that you, as a shareholder, will bear directly or indirectly in
connection with an investment in one or more of the Vantagepoint Funds.

As you can see in the first table, you do not pay transaction fees of any kind
when you buy, sell, or exchange your shares.

SHAREHOLDER TRANSACTION EXPENSES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<S> <C>
MAXIMUM SALES CHARGE (LOAD) IMPOSED
ON PURCHASES NONE
MAXIMUM DEFERRED SALES CHARGE
(LOAD) NONE
MAXIMUM SALES CHARGE (LOAD) IMPOSED
ON REINVESTED DIVIDENDS (AND
OTHER DISTRIBUTIONS) NONE
REDEMPTION FEE NONE
EXCHANGE FEE NONE
MAXIMUM ACCOUNT FEE NONE
</TABLE>

The second table shows the annual operating expenses you may pay if you buy and
hold shares of a Fund. These expenses, calculated as a percentage of average net
assets, are deducted from Fund assets, and their effect is factored into any
quoted share price or investment return.

13
<PAGE> 19

ANNUAL FUND OPERATING EXPENSES
(Deducted From Fund Assets)

<TABLE>
<CAPTION>
Advisory Subadviser Other Total
Funds Fee Expense Expenses+ Expenses
----- -------- ---------- --------- --------
<S> <C> <C> <C> <C>
AGGRESSIVE OPPORTUNITIES 0.10% 0.75% % %
INTERNATIONAL 0.10% 0.53% % %
GROWTH 0.10% 0.28% % %
GROWTH & INCOME 0.10% 0.42% % %
EQUITY INCOME 0.10% 0.17% % %
ASSET ALLOCATION 0.10% 0.29% % %
U.S. TREASURY SECURITIES 0.10% 0.12% % %
MONEY MARKET 0.10% 0.08% % %

Overseas Equity Index++
CLASS I 0.30% 0.18% % %
CLASS II ** 0.30% 0.18% % %

Mid/Small Co. Index++
CLASS I 0.13% N/A % %
CLASS II ** 0.13% N/A % %

Broad Market Index++
CLASS I 0.12% N/A % %
CLASS II ** 0.12% N/A % %

500 Stock Index++
CLASS I 0.10% N/A % %
CLASS II ** 0.10% N/A % %

Core Bond Index++
CLASS I 0.13% N/A % %
CLASS II ** 0.13% N/A % %
</TABLE>

+ Amounts shown are based on estimated amounts for the Fund's first full fiscal
year.
++ Includes fees and other expenses incurred at the Master Portfolio level as a
result of the Index Funds being "feeder" funds investing in Master
Portfolios.

* For the Money Market Fund, management has agreed, for a period of two years
from the effective date of registration, to waive any fees that would result
in total Fund expenses in excess of an annual amount of 0.55%.

** Amounts shown are equivalent to the total expenses that will be paid by Class
II shareholders. Please see page 22 for the eligibility criteria for Class II
shares.

14
<PAGE> 20

EXAMPLE

This example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

This example assumes that you invest $10,000 in a Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
Funds 1 yr 3 yrs 5 yrs 10 yrs
----- ---- ----- ----- ------
<S> <C> <C> <C> <C>
AGGRESSIVE OPPORTUNITIES $ $ $ $
INTERNATIONAL $ $ $ $
GROWTH $ $ $ $
GROWTH & INCOME $ $ $ $
EQUITY INCOME $ $ $ $
ASSET ALLOCATION $ $ $ $
U.S. TREASURY SECURITIES $ $ $ $
MONEY MARKET $ $ $ $

Overseas Equity Index
CLASS I $ $ $ $
CLASS II ** $ $ $ $

Mid/Small Co. Index
CLASS I $ $ $ $
CLASS II ** $ $ $ $

Broad Market Index
CLASS I $ $ $ $
CLASS II ** $ $ $ $

500 Stock Index
CLASS I $ $ $ $
CLASS II ** $ $ $ $

Core Bond Index
CLASS I $ $ $ $
CLASS II ** $ $ $ $
</TABLE>

** Amounts shown are equivalent to the total expenses that will be paid by Class
II shareholders. Please see page 22 for the eligibility criteria for Class II
shares.

If you are investing through another financial institution or a retirement
account, you may be subject to additional fees or expenses, such as plan
administration fees. For more information, please refer to the program materials
of that financial institution or retirement account for any special provisions,
additional service features, or fees and expenses that may apply to your
investment in a Fund.

15
<PAGE> 21

INVESTMENT POLICIES,
INVESTMENT OBJECTIVES,
PRINCIPAL INVESTMENT STRATEGIES,
AND RELATED RISKS
- --------------------------------------------------------------------------------

The Funds are managed by their investment adviser, Vantagepoint Investment
Advisers, LLC ("VIA"). VIA employs a "multi-management" strategy in which it
evaluates, selects, and monitors one or more subadvisers for certain Funds. VIA
shall supervise and direct each Fund's investments. With respect to the Index
Funds, VIA selects the Master Portfolios in which each Index Fund invests.

A multi-management strategy seeks to improve consistency of return over time by
eliminating reliance on the results of a single subadviser. Therefore, where
advantageous, VIA allocates Fund assets among multiple subadvisers with distinct
and complementary investment strategies.

To construct a multi-managed Fund, VIA begins by identifying investment
strategies that are compatible with a Fund's objective. Next, VIA identifies
individual subadvisers who have demonstrated expertise in the consistent
execution of a specific investment strategy, and who complement the strategies
of other potential subadvisers. Selected subadvisers are then integrated within
a single Fund in weights that are expected to optimize return relative to risk.
Because each subadviser selects securities that reflect its specific investment
strategy, a multi-managed portfolio may be more diversified than any individual
subadviser's portfolio.

INVESTMENT OBJECTIVES AND POLICIES
- ----------------------------------------------------

The Funds have adopted certain investment policies and limitations. Those
designated as "fundamental" in this prospectus or in the Statement of Additional
Information cannot be changed without shareholder approval. Others may be
changed at the discretion of the Board of Directors.

The descriptions that follow are designed to help you choose the Funds that best
fit your investment objectives and tolerance for risk.

AGGRESSIVE OPPORTUNITIES FUND

General Description and Goals--The Aggressive Opportunities Fund seeks high
long-term growth of capital by investing primarily (at least 65%) in the common
stocks of small- to medium-capitalization U.S. and non-U.S. companies.

Investment Strategy--The Aggressive Opportunities Fund incorporates
complementary investment disciplines that provide exposure to a wide variety of
portfolio management approaches. Each subadviser employs a distinctive strategy
and focuses on securities reflecting that strategy.

The Fund invests in common stocks of companies with unique prospects for capital
appreciation. The Fund's investments may also include bonds. Instruments such as
futures contracts and options may be used occasionally for cash management
purposes, but will not be used for speculative purposes.

Investment Risks--The Fund is subject to all of the general risks of investing
in the stock market. The Fund is also exposed to the added volatility of returns
for small- and medium-capitalization stocks as compared to the returns of
larger-capitalization stocks. The Fund can be expected to have significantly
greater volatility than the broad U.S. stock market (as measured by the S&P 500
Index) over any selected time period.

Investment Subadvisers--First Pacific Advisors, Inc.: (Los Angeles, California)
serves as a subadviser to the Fund. Robert Rodriguez serves as the Fund's
portfolio manager. Mr. Rodriguez began his investment career in 1971, and joined
First Pacific Advisors as a portfolio manager in 1983. First Pacific Advisors
invests its portion of the Fund's assets in small- to medium-capitalization

16
<PAGE> 22

stocks and seeks stocks that are out-of-favor with the market, often in
undervalued industries. The number of holdings tends to be concentrated.

Massachusetts Financial Services: (Boston, Massachusetts) serves as a subadviser
to the Fund. Brian Stack serves as the Fund's portfolio manager. Mr. Stack began
his investment career in 1983 and joined Massachusetts Financial Services (MFS)
as a portfolio manager in 1993. MFS invests its portion of the Fund's assets in
small-capitalization stocks and seeks to invest in emerging growth companies
that the subadviser believes have potential to become major enterprises. These
companies are often in their early stages in their development.

TCW Funds Management Inc.: (Los Angeles, California) serves as a subadviser to
the Fund. Douglas Foreman serves as the Fund's portfolio manager. Mr. Foreman
began his career as a portfolio manager in 1989 and assumed his present position
with TCW in 1994. This subadviser invests its portion of the Fund's assets in
small- to medium-capitalization stocks of companies expected to exhibit high
earnings growth, and employs techniques such as quantitative screening, research
evaluation, and direct company contact.

INTERNATIONAL FUND

General Description and Goals--The International Fund seeks long-term growth of
capital by investing primarily (at least 65%) in the common stocks companies
headquartered outside of the United States. Dividend income is incidental to the
overall objective.

Investment Strategy--The International Fund incorporates complementary
investment disciplines that provide exposure to a wide variety of portfolio
management approaches. Each subadviser employs a distinctive strategy and
focuses on securities reflecting that strategy.

The Fund invests primarily in common stocks of companies headquartered in
developed countries, including those in Europe, Asia, and the Far East. The Fund
may also invest, to a lesser extent, in less developed emerging markets in Asia,
Europe, Latin America, and Africa. In addition to common stocks, the Fund may
invest in other securities including stock index futures contracts, convertible
securities, currency futures, and investment grade bonds.

Investment Risks--The Fund is subject to all of the general risks of investing
in the stock market. The Fund is also exposed to the additional risks of
investing in foreign securities. These risks include loss due to political,
legal, regulatory, and operational uncertainty, as well as currency conversion
factors. These risks can be greater in emerging markets.

Investment Subadvisers--Capital Guardian Trust Company: (Los Angeles,
California), employs a multiple portfolio manager system in managing the
portfolio. Capital Guardian invests its portion of the Fund's assets in the
stocks of companies of any size that they believe have potential for growth that
is not recognized by the market.

Lazard Asset Management: (New York, New York), employs a team approach to
managing the portfolio. Lazard invests its portion of the Fund's assets
primarily in large-capitalization stocks and emphasizes a value approach that
seeks to identify certain characteristics of companies that it believes indicate
improving fundamentals.

Rowe Price-Fleming International, Inc.: (London, United Kingdom/ Baltimore,
Maryland), employs a team approach to managing the portfolio. Rowe Price invests
its portion of the Fund's assets primarily in medium-capitalization stocks and
seeks companies with above-average market earnings growth potential at a
reasonable price.

A portion of the Fund's assets will be invested in the Overseas Equity Index
Fund. The Overseas Equity Index Fund seeks to approximate the performance and
portfolio characteristics of the Morgan Stanley Capital International Europe,
Australia, and Far East Free (EAFE Free) Index.

GROWTH FUND

General Description and Goals--The Growth Fund seeks long-term growth of capital
by investing primarily (at least 65% of its assets) in common

17
<PAGE> 23

stocks with above-average potential for growth in corporate earnings.

Investment Strategy--The Growth Fund is designed to incorporate complementary
investment disciplines that provide exposure to a wide variety of portfolio
management approaches. Each subadviser employs a distinctive growth strategy and
focuses on securities reflecting that strategy.

The Fund invests primarily in common stocks of companies with prospects for
above-average growth in earnings, with emphasis on stocks of seasoned,
medium-and larger-capitalization growth firms. The Fund also includes
smaller-capitalization stocks.

Investment Risks--The Fund is subject to all of the general risks of investing
in the stock market. Additionally, the Fund's growth stock investment strategy
may expose it to a greater degree of price and earnings volatility over shorter
time periods than the stock market as a whole. There may be periods of time over
which other styles of investing outperform the growth style of the Fund.

Investment Subadvisers--Barclays Global Fund Advisors ("Barclays") (San
Francisco, California), uses an index approach to managing its portion of the
Fund's assets. Barclays seeks to replicate the performance and portfolio
characteristics of the S&P BARRA MidCap Growth Index, which consists of that
portion of the S&P 400 MidCap Index with growth characteristics.

Fidelity Management Trust Company (Boston, Massachusetts) serves as a subadviser
to the Fund. Neal Miller, who began his investment career in 1983 and joined
Fidelity as a portfolio manager in 1988, manages a portion of the Fund that
focuses on stocks of well-established, well-managed companies of all sizes whose
earnings benefit from emerging trends that are identified by Fidelity.

TCW Funds Management, Inc. ("TCW"), (Los Angeles, California) serves as a
subadviser to the fund. Glen Bickerstaff serves as portfolio manager. Mr.
Bickerstaff has 19 years of experience as a portfolio manager. He joined TCW in
1998. TCW follows a CONCENTRATED GROWTH investment style which stresses the
stocks of larger companies that TCW believes have superior business models,
potential for improvement in profitability, acceleration of earnings growth,
and/or broadening industry position that can result in growth superior to that
of the market.

Tukman Capital Management, Inc., (Larkspur, California) ("Tukman") serves as a
subadviser to the Fund. Melvin T. Tukman serves as portfolio manager. Mr. Tukman
has over 30 years of experience as a portfolio manager, and he founded the firm
in 1980. Tukman follows a CONTRARIAN investment style on behalf of the Fund,
meaning that they focus on stocks that they believe exhibit strong fundamentals
and catalysts for change, but that are currently undervalued due to investor
neglect or anxiety.

Brown Capital Management, Inc., (Baltimore, Maryland) ("Brown") serves as a
subadviser to the Fund. Eddie Brown, CFA serves as portfolio manager. Mr. Brown
has 28 years of experience as a portfolio manager and he founded the firm in
1983. Brown follows a GROWTH-AT-A-REASONABLE PRICE INVESTMENT STYLE, meaning
that they will select stocks of mid- to large-sized companies that they believe
have the potential for earnings growth and are selling at a price-to-earnings
ratio that is below the expected earnings rate.

William Blair & Company, L.L.C. (Chicago, Illinois) serves as a subadviser to
the Fund. Robert Lanphier, IV serves as the Fund's portfolio manager. Mr.
Lanphier joined William Blair as a portfolio manager in 1987. Blair invests its
portion of the Fund's assets in medium to large capitalization stocks and seeks
to invest in durable companies exhibiting strong business leadership, quality
products and services, solid financial prospects, and strong management.

The Growth Fund can be expected to have significantly greater volatility than
the broad U.S. stock market (as measured by the Wilshire 5000 Index) over any
selected time period.

18
<PAGE> 24

GROWTH & INCOME FUND

General Description and Goals--The Growth & Income Fund seeks long-term capital
growth by investing primarily (at least 65 percent) in common stocks that offer
the potential for high total return through a combination of capital
appreciation and current income.

Investment Strategy--The Growth & Income Fund is designed to incorporate
complementary investment disciplines that provide exposure to a variety of
portfolio management approaches. Each subadviser employs a distinctive equity
income strategy and focuses on securities reflecting that strategy.

The Fund focuses on large-capitalization companies whose stocks offer good
potential for price appreciation because of undervaluation, earnings growth, or
both, with an emphasis on those which may provide current dividend income.

Investment Risks--The Fund is subject to all the general risks of investing in
the stock market and is expected to exhibit the risk characteristics of a common
stock portfolio.

Investment Subadvisers--Capital Guardian Trust Company: (Los Angeles, CA) serves
as a subadviser to the Fund and employs a multiple portfolio manager system in
managing the portfolio. This subadviser seeks to meet the Fund's objectives
using an approach that combines both value and growth orientations.

Putnam Investment Management, Inc.: (Boston, MA) serves as a subadviser to the
Fund. Manuel Weiss Herrero serves as the Fund's portfolio manager. Mr. Weiss
Herrero began his investment career in 1987 when he joined Putnam as a portfolio
manager. This subadviser seeks the potential returns from growth stocks but with
reduced volatility through the use of risk control techniques.

Wellington Management Company, LLP, (Boston, Massachusetts) serves as a
subadviser to the Fund. John R. Ryan, CFA serves as portfolio manager. Mr. Ryan
has 30 years experience as a portfolio manager. He has been with Wellington
Management Company since 1981. Wellington Management Company seeks to achieve
the Fund's objective by investing in large capitalization companies, which are
selling at attractive prices relative to their upside potential.

EQUITY INCOME FUND

General Description and Goals--The Equity Income Fund seeks long-term, stable
growth of capital by investing primarily (at least 65 percent) in
dividend-paying, common stocks of well-established companies.

Investment Strategy--The Equity Income Fund incorporates complementary
investment disciplines that seek stocks that provide exposure to a variety of
portfolio management approaches. Each subadviser employs a distinctive strategy
and focuses on securities reflecting that strategy.

The Fund invests in the common stocks of companies that pay dividends at
relatively high levels. These yields may be indicative of attractive valuations
and investments that are undervalued relative to a stock's history and to the
overall U.S. stock market. The Fund may be diversified across all sizes of
companies but generally focuses on large-capitalization companies, which tend to
have the most stable long-term earnings and dividend-paying records.

Investment Risks--While investment in the Fund involves risks, the Fund's
emphasis on income should result in less volatility than is associated with
other types of common stock funds over the long-term. As a result of the Fund's
income focus, certain industry sectors and/or specific industries may be
emphasized. As such, the Fund may exhibit greater sensitivity to certain
economic factors (e.g., rising interest rates) than the general stock market.

Due to the Fund's emphasis on large-capitalization, dividend-paying companies,
the Fund's volatility level is expected to be equal to, or lower than that of
the S&P 500 Index.

Investment Subadvisers--Barrow, Hanley, Mewhinney & Strauss, Inc. ("BHM&S"),
(Dallas, Texas) serves as a subadviser to the Fund. Richard A. Englander serves
as portfolio manager. Mr.

19
<PAGE> 25

Englander began his career as a portfolio manager in 1963 and joined BHM&S in
1985. BHM&S follows a value-oriented investment approach which stresses active
management through a process of individual stock selection on a bottom-up basis.

T. Rowe Price Associates, Inc., (Baltimore, Maryland) serves as a subadviser to
the Fund. Brian C. Rogers, CFA, CIC serves as portfolio manager. Mr. Rogers has
over 20 years of experience as a portfolio manager and has been with T. Rowe
Price since 1981. T. Rowe Price seeks to achieve the Fund's objective by
investing in a broadly diversified basket of securities which display
above-market yield and below-market valuation.

Wellington Management Company, LLP, (Boston, Massachusetts) serves as a
subadviser to the Fund. Stephen O'Brien, CFA serves as portfolio manager. Mr.
O'Brien has 30 years experience as a portfolio manager. He has been with
Wellington Management Company since 1982. Wellington Management Company seeks to
achieve the Fund's objective by investing in large capitalization companies,
which are selling at attractive prices relative to their upside potential.

ASSET ALLOCATION FUND

General Description and Goals--The Asset Allocation Fund seeks long-term growth
of capital at a lower level of risk than a portfolio consisting entirely of
common stocks. The Fund pursues this objective by allocating assets among
stocks, U.S. Treasury securities, and money market instruments in proportions
determined by the subadvisers based on projected returns and risks for each
asset class.

Investment Strategy--The Asset Allocation Fund is designed to incorporate
complementary tactical asset allocation strategies, in which overall exposure to
stocks, U.S. Treasury securities, and cash is varied according to perceived
changes in relative value among asset classes. These strategies are based on
systematic assessments of quantifiable criteria such as long-term expected asset
class returns, valuation measures, economic and monetary indicators, and
financial market conditions.

The primary responsibility of the Fund's subadvisers is to allocate assets among
stocks, U.S. Treasury securities, and cash; the subadvisers do not select
individual common stocks. Allocation among asset classes may change dramatically
over time, although typically will occur incrementally. The stock allocation is
passively managed in a portfolio designed to approximate the performance of the
S&P 500 Index; the Treasury allocation may be actively or passively managed; and
the money market allocation is actively managed. Stock and Treasury exposure may
be obtained or modified by using futures contracts.

Investment Risks--The Fund is subject to the general risks associated with stock
market investing, as well as to interest rate risk.

Investment Subadvisers--The Fund is managed by multiple subadvisers:

AVATAR Investors Associates Corp. (New York, New York) serves as a subadviser to
the Fund. Edward S. Babbitt serves as the Fund's portfolio manager. Mr. Babbitt
entered the investment industry in 1970 and joined AVATAR as a portfolio manager
in 1980. AVATAR actively allocates assets between stocks and money market
instruments. At any given time, 100% of assets may be allocated to stocks or to
money market instruments, although shifts more typically occur incrementally.

Mellon Capital Management Corp. (San Francisco, California) serves as a
subadviser to the Fund. Thomas B. Hazuka serves as the Fund's portfolio manager.
Mr. Hazuka entered the investment industry in 1986 when he joined Mellon as a
portfolio manager. Mellon actively allocates assets among common stocks,
long-term U.S. Treasury obligations, and money market instruments. At any given
time, 100% of assets may be allocated to stocks, to Treasury securities, or to
money market instruments, although shifts more typically occur incrementally.

Wilshire Asset Management (Santa Monica, California) serves as a subadviser to
the Fund. Thomas D. Stevens serves as the Fund's portfolio manager. Mr. Stevens
entered the investment industry in 1980, when he joined Wilshire as a portfolio

20
<PAGE> 26

manager. Wilshire passively manages the stock allocations of AVATAR and Mellon
in a portfolio that fully replicates the S&P 500 Index, with small
period-to-period variances.

Payden & Rygel Investment Counsel (Los Angeles, California) serves as a
subadviser to the Fund. Brian Matthews serves as the Fund's portfolio manager.
Mr. Matthews entered the investment industry in 1982 and joined Payden & Rygel
in 1985 as a portfolio manager. Payden & Rygel manages the money market
instrument allocations of AVATAR and Mellon, as well as cash underlying futures
positions.

Since AVATAR does not invest in bonds, the Fund's structure is biased to take
advantage of the long-term return potential of stocks. As a result, the Fund may
exhibit a level of price volatility and risk of loss more consistent with a
common stock portfolio than with a balanced portfolio, especially over the
shorter term.

U.S. Treasury Securities Fund--primary investment objective is to offer current
income obtainable from active management of intermediate-term U.S. Treasury
securities and certain U.S. Government and Agency securities. Capital growth is
a secondary objective.

The Fund is designed to offer a rate of return equivalent to intermediate-term
U.S. Treasury securities, while minimizing the possibility of default. Returns
will reflect both interest income and market price changes in the bonds held by
the Fund.

The U.S. Treasury Securities Fund invests primarily in intermediate-term U.S.
Treasury securities. In addition, the subadviser is authorized to invest up to
35 percent of the Fund in U.S. Government Agency pass-through mortgage-backed
securities. The Fund may also invest in U.S. Treasury note and bond futures
contracts to adjust duration exposure in response to anticipated interest rate
movements. The combination of fixed-income securities and futures maintains
fixed-income exposure comparable to that of a fully invested portfolio position.

The Fund's subadviser, Seix Investment Advisors, Inc., seeks to offer more
return than is available in a passively managed intermediate-term U.S. Treasury
index by identifying undervalued U.S. Treasury securities, and by allocating
assets to, and selecting securities in, the mortgage-backed sector. Christina
Seix serves as the Fund's portfolio manager. She founded the firm in 1991.

The Fund should experience the volatility characteristics of an
intermediate-duration bond fund.

Money Market Fund--primary investment objective is to obtain the maximum current
income, consistent with preservation of capital and liquidity, that is available
through investments in specified money market instruments. The Fund seeks to
maintain a constant net asset value per share of $1.00. However there is no
guarantee that it will be able to do so. The Fund will meet the diversification
and quality provisions of Rule 2a-7 under the Investment Company Act of 1940.

The Fund seeks to obtain its investment objective by investing substantially all
of its assets in a registered money market mutual fund, the Short-Term
Investment Co. Liquid Assets Portfolio, whose investment adviser is AIM
Advisers, Inc. The underlying portfolio of the AIM Liquid Assets Fund consists
of certificates of deposit of major U.S. banks, prime commercial paper, high
quality short-term corporate obligations, and short-term U.S. government and
agency securities. The Fund has an average maturity of less than 90 days.

THE INDEX FUNDS

The five Index Funds described below follow an indexed or "passively managed"
approach to investing. This means that Barclays selects securities designed to
approximate the investment characteristics and performance of a specified
benchmark, such as the S&P 500 Index.(1)

- ---------------
(1)McGraw-Hill, Inc. ("McGraw-Hill") and Wilshire Associates, Inc. ("Wilshire
Associates") do not sponsor any portfolios of the Funds, nor are they affiliated
in any way with the Funds. "Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," and
"Standard & Poor's 500(R)" are trademarks of McGraw-Hill. "Wilshire 5000 Equity
Index(R)" and "Wilshire 4500 Equity Index(R)" and related marks are trademarks
of Wilshire Associates. None of the Funds are sponsored, endorsed, sold, or
promoted by these indices or their sponsors and neither the indices nor their
sponsors make any representation or warranty, express or implied, regarding the
advisability of investing in Funds.
21
<PAGE> 27

Unlike an actively managed portfolio, an index fund does not rely on a portfolio
manager's ability to predict the performance of individual securities. An index
fund simply seeks to parallel the performance of its benchmark. Additionally,
index funds tend to have lower operating expenses than actively managed funds.

In order to take advantage of the economies of scale offered by a larger pool of
assets, each Index Fund is structured as a "feeder" fund. A "feeder" fund seeks
to achieve its investment objective by investing its assets in a "Master
Portfolio" managed by Barclays. Each Master Portfolio invests substantially all
of its assets in securities in accordance with investment objectives, policies,
and limitations that are substantially similar to those of the applicable Index
Fund. In other words, each Index Fund "feeds" shareholder investments into its
corresponding Master Portfolio.

The Broad Market Index Fund's Master Portfolio invests substantially all of its
assets in two other Master Portfolios of Barclays. One of these Master
Portfolios, in turn, invests substantially all of its assets in a representative
sample of stocks comprising the Wilshire 4500 Index. The other Master Portfolio,
in turn, invests substantially all of its assets in stocks comprising the S&P
500 Index (together, the "Underlying Portfolios"). The Master Portfolio's assets
will be invested in the Underlying Portfolios in proportions adjusted
periodically to maintain the capitalization range of the Wilshire 5000 Index.

Because it can be very expensive to buy and sell all of the securities in a
target benchmark, the Index Funds, with the exception of the 500 Stock Index
Fund, employ "sampling" techniques to approximate benchmark characteristics such
as capitalization and industry weight using fewer securities than contained in
the benchmark. Therefore, the performance of the Funds versus their respective
benchmarks may deviate more than that of Funds investing in all of the
securities contained in a benchmark.

The Master Portfolios maintain equity exposure for cash balances by purchasing
appropriate futures contracts. Futures contracts are not used for leverage. The
Master Portfolios seek to remain fully invested at all times, without
significant cash balances.

Each Index Fund investing in a Master Portfolio reserves the right to change the
Master Portfolio in which it invests when the Board of Directors believes it is
in the best interests of the Fund's shareholders.

The Index Funds offer two classes of shares, Class I and Class II. Information
on your eligibility to invest in a particular class can be found under the
heading "Shareholder Information: Purchases."

OVERSEAS EQUITY INDEX FUND

General Description and Goal--The Overseas Equity Index Fund seeks long-term
growth of capital by investing in common stocks of companies domiciled outside
the United States. The goal is to provide a portfolio that approximates the
investment characteristics and performance of the Morgan Stanley Capital
International Europe, Australia, and Far East Free (EAFE Free) Index.

Investment Strategy--The Overseas Equity Index Fund invests in a Master
Portfolio that invests in a sampling of securities contained in the EAFE Free
Index.

Investment Risks--The Overseas Equity Index Fund is exposed to the risks of
investing in common stocks as well as the additional risks of investing in
foreign securities, which can be affected by currency, political, legal,
regulatory, and operational factors.

22
<PAGE> 28

MID/SMALL COMPANY INDEX FUND

General Description and Goal--The Mid/ Small Company Index Fund seeks long-term
growth of capital by investing in common stocks of U.S. small- to
medium-capitalization companies. The goal is to provide a portfolio that
approximates the investment characteristics and performance of the Wilshire 4500
Index.

Investment Strategy--The Mid/Small Company Index Fund invests in a Master
Portfolio that invests in a sampling of securities contained in the Wilshire
4500 Index.

Investment Risks--The Fund is exposed to the general risks of stock investing.
Additionally, the Wilshire 4500 Index includes smaller-capitalization companies
whose stocks tend to have more price volatility than those of larger companies.

BROAD MARKET INDEX FUND

General Description and Goal--The Broad Market Index Fund seeks long-term growth
of capital by investing in common stocks of U.S. companies across all
capitalization ranges. The goal is to provide a portfolio that approximates the
investment characteristics and performance of the Wilshire 5000 Index.

Investment Strategy--The Broad Market Index Fund invests in a Master Portfolio
that invests in two other Master Portfolios of Barclays that invest in a
sampling of securities contained in the Wilshire 4500 Index and the S&P 500
Index, respectively, in order to approximate the performance of the Wilshire
5000 Index.

Investment Risks--The Broad Market Index Fund is exposed to the general risks of
stock investing. Additionally, the Wilshire 5000 Index includes
smaller-capitalization companies whose stocks tend to have more price volatility
than those of larger companies.

500 STOCK INDEX FUND

General Description and Goal--The 500 Stock Index Fund seeks long-term growth of
capital by investing in common stocks of larger-capitalization companies traded
on U.S. stock exchanges. The goal is to provide a portfolio that approximates
the investment characteristics and performance of the Standard & Poor's 500
Index.

Investment Strategy--The 500 Stock Index Fund invests in a Master Portfolio that
seeks to replicate the holdings of the Standard & Poor's 500 Index.

Investment Risks--The 500 Stock Index Fund is exposed to the general risks of
stock investing. The Fund is expected to have the same volatility as the U.S.
stock market, as measured by the 500 Stock Index.

CORE BOND INDEX FUND

General Description and Goals--The Core Bond Index Fund seeks current income and
growth of capital by investing in U.S. government and corporate investment-grade
obligations. The goal is to provide a portfolio that approximates the investment
characteristics and performance of the Lehman Brothers Government/Corporate Bond
Index.

Investment Strategy--The Core Bond Index Fund invests in a Master Portfolio that
invests in a sampling of securities contained in the Lehman Brothers
Government/Corporate Index.

Investment Risks--The Core Bond Index Fund is exposed to the general risks of
investing in bonds. The Fund experiences volatility similar to that of an
intermediate-term bond fund. The average maturity of the Fund is expected to
range from eight years to twelve years. Market prices of the securities held in
the portfolio, including government securities, will fluctuate as interest rates
change. Interest rate changes also could affect the duration of bonds held in
the portfolio. The Fund is also exposed to credit risk, which is the risk that
the issuer of a corporate bond included in the index will default on its
obligations. However, the average credit quality of the index is Aaa, which
means that the level of such credit risk is very low. Please see p. 16 for a
detailed discussion of credit risk.

23
<PAGE> 29

RISKS OF INVESTING IN THE FUNDS
- --------------------------------------------------------------------------------

The following is a description of one or more of the risks that you will face as
an investor in the Funds. It is important to keep in mind one of the main axioms
of investing: the higher the potential reward, the higher the risk of losing
money. The reverse is also generally true: the lower the potential reward, the
lower the risk.

I. STOCK MARKET RISK

Market risk is the possibility that stock prices overall will decline over short
or extended periods. Markets tend to move in cycles, with periods of rising
prices and periods of falling prices.

Although the U.S. stock market has risen substantially in recent years, this
trend is not indicative of the market's overall history.

To illustrate the volatility of the U.S. stock market, the following table shows
the best, worst and average total returns for the U.S. stock market over various
time periods as measured by the S&P 500 Index.

Average Annual U.S. Stock Market Returns

(1926-1999)

<TABLE>
<CAPTION>
1 year 5 years 10 years 20 years
------ ------- -------- --------
<S> <C> <C> <C> <C>
BEST % % % %
WORST

AVERAGE
</TABLE>

Keep in mind that the S&P 500 Index tracks mainly large-capitalization stocks.
Other groupings of stocks are likely to carry different degrees of volatility.
For example, small-capitalization stocks, as a group, have historically
exhibited greater short-term volatility than that of the S&P 500 Index. All of
the Funds except the Money Market Fund, the U.S. Treasury Securities Fund and
the Core Bond Index Fund are subject to some level of stock market risk.

Foreign securities are subject to the same market risks as U.S. securities, such
as general economic conditions and company and industry prospects. However,
foreign securities involve additional risk of loss due to political, economic,
legal, regulatory, operational and currency conversion and pricing factors
affecting investment in the securities of foreign businesses or governments.
These risk factors may be even more prevalent in emerging markets. Foreign
securities are also subject to the risks associated with the value of foreign
currencies. A decline in the value of foreign currency vs. the U.S. dollar
reduces the dollar value of securities denominated in that currency. The
International Fund and the Overseas Equity Index Fund are subject to these
risks. The Aggressive Growth, Growth, Growth & Income and Equity Income Funds
may invest a limited portion of their respective assets in foreign securities,
and would be subject to these risks to the extent of such investment.

II. BOND MARKET RISK

Bonds also experience market risk, which is primarily attributable to changes in
interest rates. The general rule is that if INTEREST RATES rise, bond prices
will fall. The reverse is also true: if interest rates fall, bond prices will
generally rise. These rules apply to government securities as well as to
corporate securities.

A bond with a longer MATURITY (or a bond fund with a longer average maturity)
will be more volatile than shorter term bonds. The U.S. Treasury Securities Fund
and the Core Bond Index Fund are both subject to this risk. Because of their
extreme short-term nature, money market instruments carry little market risk.

Bonds and bond funds are also exposed to CREDIT risk, which is the possibility
that the issuer of a bond will default on its obligation to pay interest and
principal. U.S. Treasury securities, which are backed by the full faith and
credit of the U.S. Government, have virtually no credit risk. Corporate bonds
rated Baa or above, such as some of the bonds held by the Core Bond Index Fund,
are generally considered to carry medium credit risk.

24
<PAGE> 30

Corporate bonds rated below Ba are considered to have significant credit risk.

Of course, bonds with lower credit ratings generally pay a higher level of
income to investors.

III. OBJECTIVE/STYLE RISK

All of the Funds are subject, in varying degrees, to objective risk, which is
the possibility that returns from a specific type of security in which a Fund
invests or the investment style of one or more of a Fund's subadviser, or the
investment adviser to the Master Portfolios with respect to the Index Funds will
trail the returns of the overall market.

In the past, different types of securities have experienced cycles of
outperformance and underperformance in comparison to the market in general.
Therefore, if you invest in a fund with a specific objective, such as the Growth
Fund, you would be exposed to this risk.

IV. MANAGER RISK

Manager risk is the risk that one of the Funds' subadvisers will do a poor job
of selecting securities and thus fail to meet the Fund's objectives. With
respect to the Index Funds, there is a risk that Fund performance will deviate
from that of the index. As with any mutual fund, there can be no guarantee that
a particular Fund will achieve its objective.

INVESTMENT LIMITATIONS
- ----------------------------------------------------

Each Fund has adopted certain limitations designed to reduce its exposure to
specific situations. Some of these limitations are that a Fund will not:

(a) with respect to 75% (100% for the Money Market Fund) of the value of its
total assets, purchase the securities of any issuer (except obligations of
the United States government and its instrumentalities and securities of
other investment companies) if as a result the Fund would hold more than
10% of the outstanding voting securities of the issuer, or more than 5% of
the value of the Fund's total assets would be invested in the securities of
such issuer;

(b) invest more than 25% of its assets in any one industry (except for the Money
Market Fund or to the extent that the applicable benchmark for an Index Fund
does not meet this standard);

(c) borrow money except from banks for temporary or emergency purposes, and in
no event in excess of 15% of the market value of its total assets.

MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------

The investment adviser to the Vantagepoint Funds is VIA, whose offices are
located at 777 North Capitol Street NE, Suite 600, Washington, DC 20002-4240.
VIA provides its advisory services pursuant to an investment advisory agreement
with the Vantagepoint Funds. VIA is a wholly-owned subsidiary of the ICMA
Retirement Corporation (RC), which has been registered as an investment adviser
with the U.S. Securities and Exchange Commission since 1983. RC was established
as a not-for-profit organization in 1972 to assist state and local governments
and their agencies and instrumentalities in the establishment and maintenance of
deferred compensation and qualified retirement plans for the employees of such
public sector entities. RC's primary advisory client is the ICMA Retirement
Trust, which was formed to commingle and invest the assets of the retirement
plans administered by RC.

As investment adviser to the Funds, VIA continually monitors the performance of
the subadvisers. VIA supervises and directs each Fund's investments. With
respect to the Index Funds, VIA selects the Master Portfolios in which each
Index Fund invests. [The Funds have received for an exemptive order from the SEC
that allows VIA to change

25
<PAGE> 31

THE VANTAGEPOINT FUNDS

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 2000

The Vantagepoint Funds is a no-load, diversified open-end management investment
company. The Vantagepoint Funds operates as a "series" investment company,
offering thirteen distinct investment portfolios (the "Funds"), each Fund having
different investment objectives. This Statement of Additional Information
contains additional information about the Funds.

This Statement of Additional Information ("SAI") is not a prospectus. This
Statement of Additional Information is incorporated by reference into, and
should be read in conjunction with, the Funds' current prospectus, dated May 1,
2000 respectively. A copy of the prospectus may be obtained by writing to the
Funds or calling 1-800-669-7400.

The Funds' most recent financial statements are included in the Audited Annual
Report which is herein incorporated by reference to this SAI. A copy of this
Annual Report must accompany this SAI.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Description of the Fund and Its Investments and Risks......................
Management of The Vantagepoint Funds.......................................
Control Persons and Principal Holders of Securities........................
Investment Advisory and Other Services.....................................
Portfolio Transactions.....................................................
Capital Stock and Other Securities.........................................
Purchase, Redemption, and Pricing of Shares................................
Taxation of the Fund.......................................................
Calculation of Performance Data............................................
Legal Counsel, Independent Auditors, & Custodian...........................
Financial Statements.......................................................

</TABLE>

DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

GENERAL INFORMATION

The Vantagepoint Funds is a no-load, diversified open-end management investment
company organized as a Delaware business trust on July 28, 1998. The
Vantagepoint Funds are managed by Vantagepoint Investment Advisers, LLC ("VIA"),
which in turn hires and manages subadvisers who are responsible for the
day-to-day management and security selections for the Funds. VIA supervises and
directs each Fund's investments. With respect to the Index Funds, VIA selects
the Master Portfolios in which each Index Fund invests. The Vantagepoint Funds
are as follows:

Actively-Managed Funds: Aggressive Opportunities Fund
International Fund
Growth Fund
Growth & Income Fund
Equity Income Fund
Asset Allocation Fund
U.S. Treasury Securities Fund
Money Market Fund
Index Funds: Overseas Equity Index Fund
Mid/Small Company Index Fund
Broad Market Index Fund
500 Stock Index Fund
Core Bond Index Fund

The following discussion of investment objectives and policies for the Funds
supplements the discussion of those objectives and policies that is set forth in
the prospectus.

1
<PAGE> 32

INVESTMENT OBJECTIVES AND POLICIES

The policies and guidelines set forth below for each Fund have been adopted by
the Board of Directors of the Vantagepoint Funds to govern the management and
administration of each Fund by VIA. Those designated as fundamental in this
Statement of Additional Information and in the prospectus cannot be changed
without shareholder approval. Other policies and guidelines described below and
in the prospectus may be reviewed and revised at the discretion of the Board of
Directors. Each Fund's investment administration is under the supervision of
VIA, which is responsible for appointing and monitoring of subadvisers to handle
the day-to-day investment of assets assigned to them.

With the exception of the Money Market Fund the assets of each actively-managed
Fund are managed by one or more subadvisers. Subadvisers are retained to manage
a particular portion of each Fund under the terms of written investment advisory
contracts with VIA.

The Money Market Fund is invested in the Short Term Investments Co. Liquid
Assets Portfolio, a registered money market mutual fund. The mutual fund's
investment adviser is AIM Advisors, Inc.

As explained in the prospectus, and in greater detail on page 5, each Index Fund
is structured as a "feeder" fund investing in a "Master Portfolio" which has
substantially similar investment objectives and strategies as the applicable
Index Fund. The investment adviser for each "Master Portfolio" in which the
corresponding Index Fund invests is Barclays Global Fund Advisors ("Barclays").

Each subadviser is selected for its individual investment management expertise
and each operates independently of the others. Each subadviser is either
registered with the Securities and Exchange Commission (SEC) under the
Investment Advisers Act of 1940 or is a Bank, Insurance Company or Trust Company
exempt as such from registration. Further information on each Fund's
subadviser(s) may be found in the prospectus and this Statement of Additional
Information in the description of each Fund and under the heading "Investment
Advisory and Other Services".

Each subadviser agrees to exercise complete management discretion over assets of
the Fund allocated to its account in a manner consistent with the Fund's
investment policies and guidelines and within such further investment
limitations and conditions as may be established by VIA.

A formal review and appraisal of each Fund's investment objectives and
performance will be conducted periodically by the Board of Directors, and any
material changes in the Fund's fundamental investment objectives will be put to
a vote of its shareholders. The Funds may engage in one or more securities
lending programs conducted by the Funds' custodian or other appropriate
entities.

The 500 Stock Index Fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's a division of the McGraw-Hill Companies, Inc. ("S&P"), or by
Wilshire Associates Inc. ("Wilshire Associates"). Neither S&P nor Wilshire
Associates makes any representation or warranty, express or implied, to the
owners of the product or any member of the public regarding the advisability of
investing in securities generally or in the product particularly or the ability
of the S&P 500 Index, the Wilshire 4500 Index(R) or the Wilshire 5000 Index(R)
to track general stock market performance. S&P's and Wilshire Associates' only
relationship to the licensee is the licensing of certain trademarks and trade
names of S&P and of the S&P 500 Index and Wilshire Associates and the Wilshire
4500 Index and Wilshire 5000 Index, which are determined, composed and
calculated by S&P or Wilshire Associates without regard to the licensee or the
product. S&P and Wilshire Associates have no obligation to take the needs of the
licensee or the owners of the product into consideration in determining,
composing or calculating the S&P 500 Index, the Wilshire 4500 Index or the
Wilshire 5000 Index. S&P and Wilshire Associates are not responsible for and
have not participated in the determination of the prices and amount of the
product or the timing of the issuance or sale of the product or in the
determination or calculation of the equation by which the product is to be
converted into cash. S&P and Wilshire Associates have no obligation or liability
in connection with the administration, marketing or trading of the product.

Neither S&P nor Wilshire Associates guarantees the accuracy and/or the
completeness of the S&P 500 Index, the Wilshire 4500 Index, the Wilshire 5000
Index or any data included therein and neither S&P nor Wilshire Associates shall
have any liability for any errors, omissions, or interruptions therein. S&P and
Wilshire Associates make no warranty, express or implied, as to results to be
obtained by licensees, owners of the product, or any other person or entity from
the use of the S&P 500 Index, Wilshire 4500 Index, Wilshire 5000 Index or any
data included therein. S&P and Wilshire Associates make no express or implied
warranties, and expressly disclaim all warranties of merchantability or fitness
for a particular purpose or use with respect to the S&P 500 Index, Wilshire 4500
Index, Wilshire 5000 Index or any data included therein. Without limiting any of
the foregoing, in no event shall S&P or Wilshire Associates have any liability
for any special, punitive, indirect, or consequential damages (including lost
profits), even if notified of the possibility of such damages.

2
<PAGE> 33

COMPARATIVE INDEXES

The Funds may, from time to time, use one or more of the unmanaged indexes
listed below for purposes of appraising fund performance. This list of indexes
is not intended to be all inclusive, and other indexes, benchmarks or peer
groups may be used, as deemed appropriate by the Board of Directors.

Standard & Poor's 500 Stock Index ("S&P 500 Index") -- consists of 500 companies
representing larger capitalization stocks traded in the U.S.

Standard & Poor's MidCap 400 Index -- consists of 400 medium sized domestic
stocks traded in the U.S.

Standard & Poor's/BARRA MidCap Growth Index -- consists of the stocks of the S&P
MidCap 400 Index having growth characteristics.

Standard & Poor's/BARRA Value Index -- a subset of the S & P that includes
stocks that offer higher than average dividend yields and are considered to be
out of the favor with investors.

Wilshire 5000 Equity Index -- consists of all common equity securities domiciled
in the U.S. for which daily pricing is available.

Wilshire 4500 Equity Index -- consists of all stocks in the Wilshire 5000 except
for those included in the Standard & Poor's 500 Stock Index.

Morgan Stanley Capital International EAFE Index -- consists of approximately
1,100 securities listed on the stock exchanges of developed markets of countries
in Europe, Australia and the Far East.

Morgan Stanley Capital International EAFE Free Index -- "EAFE Free Index"
consists of approximately 1,100 securities listed on the stock exchanges of
developed markets of countries in Europe, Australia and the Far East. The EAFE
Free Index excludes securities that are not available to U.S. investors.

Lehman Brothers Long-Term Treasury Bond Index -- consists of all Treasury
obligations with maturities of 10 years or greater.

Lehman Brothers Government/Corporate Bond Index -- consists of U.S. Treasury,
agency, and corporate securities rated BBB or better.

Merrill Lynch 5-7 Year Treasury Index -- consists of all Treasury obligations
with maturities between 5 and 7 years.

Russell 2000 Index -- consists of the smallest 2,000 of the 3000 largest U.S.
companies based on total market capitalization, representing approximately 7% of
the Russell 3000 Index's total market capitalization.

ELIGIBLE INVESTMENTS

In addition to the securities and financial instruments described in the
prospectus, the Vantagepoint Funds are authorized to invest in the types of
securities and financial instruments listed below. Not all Funds will invest in
all such securities and/or financial instruments as indicated below.

A. CASH/CASH EQUIVALENTS: Fixed income obligations with maturity less than one
year, including short term accounts managed by a custodian institution and
shares of money market mutual funds. All funds may also participate in
repurchase agreements and reverse repurchase agreements.

B. FINANCIAL FUTURES: A futures contract is an agreement to buy or sell a
specific amount of a commodity or financial instrument at a particular price on
a stipulated future date. Futures are used to adjust investment exposure and may
involve a small investment of cash relative to the magnitude of the risk
assumed. Such instruments are considered as the same type of security in which a
Fund invests primarily for the purpose of any limitations set forth here or in
the prospectus.

OTHER INVESTMENTS:

The funds may invest in certain other instruments as follows:

i. Rights and Warrants. All funds except the Money Market Fund and the
U.S. Treasury Securities Fund.

3
<PAGE> 34
ii. Convertible Securities. All funds except the Money Market Fund and the
U.S. Treasury Securities Fund.

iii.Forward contracts. The International Fund and the Overseas Equity Index
Fund.

ELIGIBLE PRACTICES: There are no restrictions on subadvisers as to the
following:

- - Fund turnover.

- - Realized gains and losses.

These guidelines are not fundamental policies and may be changed by the Funds'
Board of Directors without a vote of shareholders.

FUND POLICIES AND INVESTMENT LIMITATIONS

The following policies supplement the Funds' investment limitations set forth in
the prospectus. It is the policy of each Fund not to engage in any of the
activities or business practices set forth below. Unless it is noted that a
particular restriction is not fundamental, these restrictions may not be changed
with respect to a particular Fund without the approval of a dollar-weighted
majority of the outstanding shares (the term "majority" is used as defined in
the Investment Company Act of 1940) of that Fund. A Fund may not:

(1) Issue senior securities, (as defined in the Investment Company Act of 1940)
except as permitted by rule, regulation, or order of the S.E.C.;

(2) Engage in the business of underwriting securities issued by others, except
to the extent a Fund may technically be deemed to be an underwriter under the
Securities Act of 1933, as amended (this restriction is not fundamental);

(3) Purchase or otherwise acquire any security if, as a result, more than 15% of
its net assets would be invested in securities that are illiquid (this
restriction is not fundamental);

(4) Make loans, except (i) by purchasing bonds, debentures or similar
obligations (including repurchase agreements, subject to the limitation
described in (3) above) which are either publicly distributed or customarily
purchased by institutional investors, and (ii) by lending its securities to
banks, brokers, dealers and other financial institutions so long as such loans
are not inconsistent with the Investment Company Act of 1940 or the rules and
regulations or interpretations of the Securities and Exchange Commission (the
"Commission") thereunder and the aggregate value of all securities loaned does
not exceed 33 1/3% of the market value of a Fund's net assets;

(5) Pledge, mortgage, or hypothecate its assets, except to secure authorized
borrowings as provided in the prospectus (this restriction is not fundamental);

(6) Buy any securities or other property on margin (except as may be needed to
enter into futures and options transactions as described in the prospectus and
this Statement of Additional Information and for such short-term credits as are
necessary for the clearance of transactions), or engage in short sales (unless
by virtue of a Fund's ownership of other securities that it has a right to
obtain at no added cost and which are equivalent in kind and amount to the
securities sold), except as set forth in the prospectus (this restriction is not
fundamental);

(7) Purchase or sell puts or calls, or combinations thereof except as provided
in the prospectus;

(8) Purchase or sell real estate or real estate limited partnerships (although a
Fund may purchase securities secured by real estate interests or interests
therein, or issued by companies or investment trusts which invest in real estate
or interests therein);

(9) Invest in the securities of other investment companies, except as may be
acquired as part of a merger, consolidation or acquisition of assets approved by
a Fund's shareholders or otherwise to the extent permitted by Section 12 of the
Investment Company Act of 1940 or by any rule, regulation, opinion or
interpretation of the Commission. Notwithstanding this restriction, the Index
Funds and the Money Market Fund may enter into arrangements as described in the
prospectus and in this Statement of Additional Information. A Fund will invest
only in investment companies which have investment objectives and investment
policies consistent with those of the Fund making such investment except that a
Fund may invest a portion of its assets in a money market fund for cash
management purposes (this restriction is not fundamental);

(10) Invest in companies for the purpose of exercising control or management;
and

4
<PAGE> 35

(11) Invest more than 25% of its assets in any single industry, except for the
Money Market Fund and with respect to the Index Funds, to the extent that such
industry concentration is a component of a Fund's benchmark index.

The above-mentioned Fund policies and investment limitations are considered at
the time investment securities are purchased (with the exception of the
restriction on illiquid securities).

THE INDEX FUNDS

Each Index Fund is managed by Barclays using quantitative, structured and
passive management techniques. Each such Fund is structured as a "feeder" fund
which invests in a Master Portfolio of the Master Investment Portfolio. The
"Master Portfolio" invests in securities in accordance with investment
objectives, policies, and limitations that are substantially similar to those of
the applicable Index Fund (see page 6 for a description of the Master
Portfolio's policies).

The assets of the Vantagepoint Index Funds are invested in these Master
Portfolios in proportions that are designed to meet their respective objectives.
The Vantagepoint 500 Stock Index Fund invests exclusively in the S&P 500 Index
Portfolio. The Vantagepoint Mid/Small Company Index Fund invests exclusively in
the Extended Index Portfolio. The Vantagepoint Overseas Equity Index Fund
invests exclusively in the International Index Master Portfolio. The
Vantagepoint Broad Market Index Fund invests the U.S. Equity Index Fund which,
in turn, invests in both Underlying Portfolios in proportions that are designed
to approximate the performance of the Wilshire 5000 Index. Finally, the
Vantagepoint Core Bond Index Fund invests in a separate Master Portfolio that is
designed to track its benchmark index.

The Index Funds employ "passive" management techniques, meaning that each Fund
tries to match, as closely as possible, the performance of its benchmark index.
Because it would be very expensive to buy and sell all of the stocks (or bonds,
as the case may be) in the target index, the Mid / Small Company, the Broad
Market, and the Core Bond Index Funds use a "sampling" technique. Using computer
programs, each of these Funds selects securities that will recreate its
benchmark index in terms of factors such as industry, size, and other
characteristics. Therefore, the performance of the Funds versus their respective
benchmarks can be expected to deviate more than that of funds investing in all
of the securities contained in a benchmark.

FUNDAMENTAL OPERATING POLICIES OF THE MASTER PORTFOLIO

The Master Portfolio is subject to the following fundamental investment
limitations which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Master Portfolio's outstanding
voting securities. To obtain approval, a majority of the Master Portfolio's
outstanding voting securities means the vote of the lesser of: (1) 67% or more
of the voting securities present, if more than 50% of the outstanding voting
securities are present or represented, or (2) more than 50% of the outstanding
voting shares.

The Master Portfolio may not:

1. invest more than 5% of its assets in the obligations of any single issuer,
except that up to 25% of the value of its total assets may be invested, and
securities issued or guaranteed by the U.S. government, or its agencies or
instrumentalities may be purchased, without regard to any such limitation.
This limitation does not apply to foreign currency transactions including,
without limitation, foreign currency contracts.

2. hold more than 10% of the outstanding voting securities of any single
issuer. This investment restriction applies only with respect to 75% of its
total assets.

3. invest in commodities, except that the Master Portfolio may purchase and
sell (i.e., write) options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or indexes.

5
<PAGE> 36

4. purchase, hold or deal in real estate, or oil, gas or other mineral leases
or exploration or development programs, but the Master Portfolio may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate.

5. borrow money, except to the extent permitted under the 1940 Act, provided
that the Master Portfolio may borrow up to 20% of the current value of its
net assets for temporary purposes only in order to meet redemptions, and
these borrowings may be secured by the pledge of up to 20% of the current
value of its net assets. For purposes of this investment restriction, the
Master Portfolio's entry into options, forward contracts, futures
contracts, including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing to the extent certain
segregated accounts are established and maintained by the Master Portfolio.

6. make loans to others, except through the purchase of debt obligations and
the entry into repurchase agreements. However, the Master Portfolio may
lend its portfolio securities in an amount not to exceed one-third of the
value of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the SEC and the Master Portfolio's
Board of Trustees.

7. act as an underwriter of securities of other issuers, except to the extent
that the Master Portfolio may be deemed an underwriter under the Securities
Act of 1933, as amended, by virtue of disposing of portfolio securities.

8. invest 25% or more of its total assets in the securities of issuers in any
particular industry or group of closely related industries except that, in
the case of the Master Portfolio, there shall be no limitation with respect
to investments in (i) obligations of the U.S. government, its agencies or
instrumentalities; or (ii) any industry in which the EAFE Free Index
becomes concentrated to the same degree during the same period, the Master
Portfolio will be concentrated as specified above only to the extent the
percentage of its assets invested in those categories of investments is
sufficiently large that 25% or more of its total assets would be invested
in a single industry.

9. issue any senior security (as such term is defined in Section 18(f) of the
1940 Act), except to the extent the activities permitted in the Master
Portfolio's fundamental policies (3) and (5) may be deemed to give rise to
a senior security.

10. purchase securities on margin, but the Master Portfolio may make margin
deposits in connection with transactions in options, forward contracts,
futures contracts, including those related to indexes, and options on
futures contracts or indexes.

Non-Fundamental Investment Restrictions. The Master Portfolio has adopted the
following investment restrictions as non-fundamental policies. These
restrictions may be changed without shareholder approval by vote of a majority
of the Trustees of MIP, at any time. The Master Portfolio is subject to the
following investment restrictions, all of which are non-fundamental policies.

(1) The Master Portfolio may invest in shares of other open-end management
investment companies, subject to the limitations of Section 12(d)(1) of the 1940
Act. Under the 1940 Act, the Master Portfolio's investment in such securities
currently is limited, subject to certain exceptions, to (i) 3% of total voting
stock of any one investment company, (ii) 5% of the Master Portfolio's net
assets with respect to any one investment company, and (iii) 10% of the Master
Portfolio's net assets in the aggregate. Other investment companies in which the
Master Portfolio invests can be expected to charge fees for operating expenses,
such as investment advisory and administration fees, that would be in addition
to those charged by the Master Portfolio.

(2) The Master Portfolio may not invest more than 15% of its net assets in
illiquid securities. For this purpose, illiquid securities include, among
others, (a) securities that are illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions on resale, (b) fixed time
deposits that are subject to withdrawal penalties and that have maturities of
more than seven days, and (c) repurchase agreements not terminable within seven
days.

(3) The Master Portfolio may lend securities from its portfolio to brokers,
dealers, and financial institutions, in amounts not to exceed (in the aggregate)
one-third of the Master Portfolio's total assets. Any such loans of portfolio
securities will be fully collateralized based on values that are marked to
market daily. The Master Portfolio will not enter into any portfolio security
lending arrangement having a duration of longer than one year.

NON-FUNDAMENTAL OPERATING POLICIES OF THE MASTER PORTFOLIO ("FUND")

The following are the Master Portfolio ("Fund") non-fundamental operating
policies which may be changed by the Fund's Board of Directors without
shareholder approval.

Unless indicated otherwise below, the Fund may not:

6
<PAGE> 37

1. Sell securities short, unless the Fund owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short, or
unless it covers such short sale as required by the current rules and
positions of the Securities and Exchange Commission ("SEC") or its staff,
and provided that transactions in options, futures contracts, options on
futures contracts, or other derivative instruments are not deemed to
constitute selling securities short.

2. Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions; and
provided that margin deposits in connection with futures contracts, options
on futures contracts, or other derivative instruments shall not constitute
purchasing securities on margin.

3. Invest in illiquid securities if, as a result of such investment, more than
15% (10% with respect to a money fund) of its net assets would be invested
in illiquid securities, or such other amounts as may be permitted under the
1940 Act.

4. Purchase securities of other investment companies except in compliance with
the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end investment
management company with substantially the same fundamental investment
objective, restrictions and policies as the Fund.

6. Engage in futures or options on futures transactions which are
impermissible pursuant to Rule 4.5 under the Commodity Exchange Act and, in
accordance with Rule 4.5, will use futures or options on futures
transactions solely for bona fide hedging transactions (within the meaning
of the Commodity Exchange Act), provided, however, that the Fund may, in
addition to bona fide hedging transactions, use futures and options on
futures transactions if the aggregate initial margin and premiums required
to establish such positions, less the amount by which any such options
positions are in the money (within the meaning of the Commodity Exchange
Act), do not exceed 5% of the Fund's net assets.

7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when
bank borrowings exceed 5% of its total assets.

8. Make any loans other than loans of portfolio securities, except through (1)
purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.

Non-Fundamental Policy No. 5 does not apply because the Fund seeks to achieve
its investment objective by investing substantially all of its assets in the
Master Portfolio of MIP.

Unless noted otherwise, if a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in the Fund's assets (i.e. due to cash inflows or redemptions) or in market
value of the investment or the Fund's assets will not constitute a violation of
that restriction.

MANAGEMENT OF THE VANTAGEPOINT FUNDS

The Vantagepoint Funds is organized as a Delaware business trust and is governed
by a 7-member Board of Directors, one of whom is an "interested" director as
that term is defined in the Investment Company Act of 1940. The Directors stand
in the position of fiduciaries to the shareholders and, as such, they have a
duty of due care and loyalty, and are responsible for protecting the interests
of shareholders. The Directors are responsible for the overall supervision of
the operations of the Vantagepoint Funds and evaluation of the performance of
its investment adviser.

Vantagepoint Investment Advisers, LLC ("VIA") serves as investment adviser to
the Funds and employs a supporting staff of management personnel needed to
provide the requisite services to the Funds and also furnishes the Funds with
necessary office space, furnishings, and equipment. Each Fund pays its share of
VIA's net expenses which are allocated among the Funds under procedures approved
by the Funds' Board of Directors. In addition, each Fund bears its own direct
expenses, such as legal, auditing and custodial fees.

The Officers of the Vantagepoint Funds are also officers of VIA. The Officers of
the Funds manage its day-to-day operations and are responsible to the Funds'
Board of Directors.

The Vantagepoint Funds and affiliates adhere to an Insider Trading Policy
established pursuant to Rule 17j-1 of the Investment Company Act of 1940. The
policy is designed to prevent unlawful practices in connection with the purchase
and sale of securities by persons associated with the Funds, including officers
and employees of VIA.

7
<PAGE> 38

The names of the Directors and Officers of the Funds and their principal
occupations over the last 5 years may be found in the prospectus under the
heading "Management of the Vantagepoint Funds".

The Vantagepoint Funds have adopted an Insider Trading Policy that is designed
to comply with the requirements of Rule 17j-1 of the Investment Company Act of
1940. This policy permits fund personnel to engage in personal securities
transactions subject to certain conditions and limitations. Fund personnel who
have access to fund trading information as part of their jobs must obtain prior
approval from the Fund's Compliance Officer. The policy is on public file with
the Securities and Exchange Commission.

COMPENSATION

Directors and Officers of the Funds do not receive salaries, retirement
benefits, deferred compensation or any other form of compensation from the
Vantagepoint Funds. Directors are reimbursed for expenses incurred in the
exercise of their duties.

As of the date of this Statement of Additional Information, Directors and
Officers of the Funds as a group beneficially owned less than 1% of the
outstanding shares of the Funds.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

The principal shareholder in the Vantagepoint Funds is the ICMA Retirement Trust
(the "RT"), a District of Columbia common law trust. The RT was established for
the purpose of holding and investing the assets of public sector retirement and
deferred compensation plans. The RT owns a majority of the outstanding shares of
each Fund and is therefore considered a "control" person for purposes of the
Investment Company Act of 1940.

In exercising its rights as a shareholder in the Funds, the RT will seek
instructions from its investors, the plan sponsors of the public sector
retirement plans invested in the RT (the "employers"), in advance of exercising
the RT's voting rights. The RT will vote its shares of the Fund in the same
proportion as the instructions that it receives from the employers.

INVESTMENT ADVISORY AND OTHER SERVICES

VIA is a wholly-owned subsidiary of, and is controlled by the ICMA Retirement
Corporation ("RC"), a retirement plan administrator and investment adviser whose
principal investment advisory client is the RT. RC was established as a
not-for-profit organization in 1972 to assist state and local governments and
their agencies and instrumentalities in the establishment and maintenance of
deferred compensation and qualified retirement plans for the employees of such
public sector entities. These plans are established and maintained in accordance
with Sections 457 and 401, respectively, of the Internal Revenue Code of 1986,
as amended. RC has been registered as an investment adviser with the U.S.
Securities and Exchange Commission since 1983.

RC is governed by a 10-member Board of Directors approved by the Executive
Committee of the International City/County Management Association, the
organization that founded RC. RC is a non-stock corporation.

VIA is a Delaware limited liability company, and is registered as an investment
adviser with the Securities and Exchange Commission.

VIA provides investment advisory services to each of the Vantagepoint Funds
pursuant to a Master Advisory Agreement (the "Advisory Agreement"). The advisory
services include Fund design, establishment of Fund investment objectives and
strategies, selection and management of subadvisers, and performance monitoring.
VIA supervises and directs the Funds' investments. Additionally, VIA selects the
Master Portfolios in which the Index Funds invest. VIA furnishes periodic
reports to the Funds' Board of Directors regarding the investment strategy and
performance of each Fund.

Pursuant to the Advisory Agreement, the Vantagepoint Funds compensate VIA for
these services by paying VIA an annual advisory fee assessed against daily
average net assets under management in each Fund as follows:

<TABLE>
<CAPTION>
ADVISORY FEE
------------
<S> <C>
All Funds except
the Index Funds 0.10%

Index Funds 0.05%
</TABLE>

8
<PAGE> 39
VIA received the following investment advisory fees for the fiscal period ended
December 31, 1999:

- ------------------------------------------------------------------------------
Amount Received
- ------------------------------------------------------------------------------
<S> <C>
Aggressive Opportunity $
- ------------------------------------------------------------------------------
International
- ------------------------------------------------------------------------------
Growth
- ------------------------------------------------------------------------------
Growth & Income
- ------------------------------------------------------------------------------
Equity Income
- ------------------------------------------------------------------------------
Asset Allocation
- ------------------------------------------------------------------------------
U.S. Treasury Securities
- ------------------------------------------------------------------------------
Money Market*
- ------------------------------------------------------------------------------
Overseas Equity Index
- ------------------------------------------------------------------------------
Mid/Small Company Index
- ------------------------------------------------------------------------------
Broad Market Index
- ------------------------------------------------------------------------------
500 Stock Index
- ------------------------------------------------------------------------------
Core Bond Index
- ------------------------------------------------------------------------------
</TABLE>

* Fee waivers for the Money Market Fund were via or its broker-dealer
affiliate, ICMA-RC Services LLC, provides all distribution and marketing
services for the Funds. VIA or its transfer agent affiliate, Vantagepoint
Transfer Agents, LLC. ("VTA"), also provides certain administrative
shareholder support services for the Vantagepoint Funds related to the
retirement plans investing in the Funds. VIA or VTA, as the case may be, also
provides Fund administration services, such as preparation of shareholder
reports and proxies, shareholder recordkeeping and processing of orders.

VIA or VTA receives asset-based compensation for these administrative services
on an annual basis as follows:

<TABLE>
<CAPTION>
FEE FOR FEE FOR
INVESTOR SERVICES FUND SERVICES
----------------- -------------

<S> <C> <C>
All Funds except
the Index Funds 0.20% 0.15%

Index Funds
Class I 0.15% 0.15%
-------
Class II 0.05% 0.05%
--------
</TABLE>

VIA or VTA received the following fees for administrative services for the
fiscal period ended December 31, 1999:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Amount Received
- -------------------------------------------------------------------------------
<S> <C>
Aggressive Opportunity $
- -------------------------------------------------------------------------------
International
- -------------------------------------------------------------------------------
Growth
- -------------------------------------------------------------------------------
Growth & Income
- -------------------------------------------------------------------------------
Equity Income
- -------------------------------------------------------------------------------
Asset Allocation
- -------------------------------------------------------------------------------
U.S. Treasury Securities
- -------------------------------------------------------------------------------
Money Market
- -------------------------------------------------------------------------------
Overseas Equity Index
- -------------------------------------------------------------------------------
Mid/Small Company Index
- -------------------------------------------------------------------------------
Broad Market Index
- -------------------------------------------------------------------------------
500 Stock Index
- -------------------------------------------------------------------------------
Core Bond Index
- -------------------------------------------------------------------------------
</TABLE>

The advisory fee, the fee for investor services, and the fee for Fund services
are deducted from the applicable Fund's assets, and their effect is factored
into any quoted share price or investment return for that Fund.

The day-to-day management of each Fund rests with one or more subadvisers hired
by the Funds with the assistance of VIA. The responsibility for overseeing
subadvisers rests with VIA's Investment Division, headed by Senior Vice
President John Tobey,

9
<PAGE> 40

reporting directly to Girard Miller, CFA , President of VIA. The following
tables identify each subadviser and indicate the annual subadvisory fee that is
paid out of the assets of each Fund. The fee is assessed against average daily
net assets under management. The fee schedules that have been negotiated with
each subadvisers and the fees paid for the fiscal period ended December 31, 1999
are set forth below.

AGGRESSIVE OPPORTUNITIES FUND

AMOUNT PAID FOR
ASSETS PERIOD ENDED
SUBADVISER MANAGED FEE DEC. 31, 1999
- ----------------------------------- ------------------------ ------- -------------
<S> <C> <C>
First Pacific Advisers, Inc. First $100 million 0.80%
Over $100 million 0.75%

MFS Institutional Advisors, Inc. Flat fee 0.75%

TCW Funds Management, Inc. First $100 Million 0.73%
Next $100 Million 0.69%
Over $200 Million 0.67%

INTERNATIONAL FUND

Subadviser
- ----------

Capital Guardian Trust Company First $25 Million 0.75%*
Next $25 Million 0.60%
Next $200 Million 0.43%
Next $250 Million 0.38%
*Minimum Fee of $337,500
Payable to Capital
Guardian

Lazard Asset Management First $100 million 0.50%
Over $100 million 0.40%

Rowe Price-Fleming, International,

Inc. First $20 Million 0.75%
Next $30 Million 0.60%
Over $50 Million 0.50%
After $200 Million 0.50%*
*On all assets managed
by Rowe Price-Fleming

GROWTH FUND

Subadviser
- ---------

TCW Funds Management, Inc. First $25 million 0.70%
Next $25 million 0.50%
Next $50 million 0.45%
Next $400 million 0.40%
Over $500 million 0.35%

William Blair & Company, LLC First $150 million 0.50%
Next $150 million 0.45%
Over $300 million 0.40%

Tukman Capital Management, Inc. Flat fee 0.50%

Barclays Global Fund Advisors First $500 million 0.04%
Next $500 million 0.02%
Over $1 billion 0.01%

Fidelity Management Trust Company Flat fee** 0.38%

Brown Capital Management, Inc. First $50 million 0.45%
Next $50 million 0.40%
Next $100 million 0.30%
Next $300 million 0.25%
Over $500 million 0.20%
** From 1/1/2000 to
12/31/2000 the annual
fee will be .45 of 1%.
Beginning on 1/1/2001
the annual fee will be
.80 of 1% on the first
$25 million and .60% of
1% on assets over $25
million.
</TABLE>

10
<PAGE> 41

GROWTH & INCOME FUND

<TABLE>
<CAPTION>
AMOUNT PAID FOR
ASSETS PERIOD ENDED
SUBADVISER MANAGED FEE DEC. 31, 1999
- --------------------------------------- ----------------- -------- -------------
Capital Guardian Trust Company First $25 million 0.55%*
Next $25 million 0.40%
Over $50 million 0.23%
* Minimum fee of
$167,500 payable to
Capital Guardian

Putnam Investments Management, Inc. First $15 million 0.55%
Next $35 million 0.40%
Next $50 million 0.30%
Over $100 million 0.25%

EQUITY INCOME FUND

Subadviser
- ----------

Wellington Management Company, LLP First $50 million 0.40%
Next $100 million 0.30%
Over $200 million 0.25%

Barrow, Hanley, Mewhinney & Strauss,
Inc. First $10 million 0.75%
Next $15 million 0.50%
Next $175 million 0.25%
Next $600 million 0.20%
Next $200 million 0.15%
Over $1 billion 0.13%

T. Rowe Price Associates, Inc. First $500 million 0.40%
Over $500 million 0.375%

Wellington Management Company, LLP to be inserted

ASSET ALLOCATION FUND

Subadviser
- ----------

AVATAR Investors Associates Corp. First $250 million 0.25%
Next $250 million 0.20%
Over $500 million 0.18%

Mellon Capital Management First $200 million 0.38%
Over $200 million 0.20%

Wilshire Asset Management First $100 million 0.04%
Next $400 million 0.02%
Over $500 million 0.01%

Payden & Rygel Investment Counsel First $200 million 0.10%
Next $100 million 0.09%
Over $300 million 0.08%

U.S. TREASURY SECURITIES FUND

Subadviser
- ----------

Seix Investment Advisors, Inc. First $25 million 0.17%
Next $50 million 0.12%
Next $25 million 0.07%

MONEY MARKET FUND

AIM Advisors, Inc. 0.08%

INDEX FUNDS (BARCLAYS)

<CAPTION>
ADVISORY AND
ADMINISTRATIVE
FEES**
--------------

<S> <C>
Broad Market Index Fund 0.08%

500 Stock Index Fund 0.05%
</TABLE>

11
<PAGE> 42

<TABLE>
<S> <C>
Core Bond Index Fund 0.08%

Mid/Small Company Index 0.10%

Overseas Equity Index Investment advisory fees of
0.15% of the first $1 billion
of assets 0.10% of assets
in excess of $1 billion;
and administrative fees of
.10% on the first $1 billion
of assets and .07% on assets in
excess of $1 billion.
</TABLE>

**Barclays is entitled to receive monthly fees at the annual rate of 0.01% of
the average daily net assets of the Master Portfolio, 0.08% of the average daily
net assets of the Extended Index Portfolio and 0.05% of the average daily net
assets of the S&P 500 Index Portfolio as compensation for its advisory services.
The Master Portfolio bears its pro rata share of the advisory fees of the
Underlying Portfolios. Based on these fee levels and the expected allocation of
assets between the two Underlying Portfolios, the advisory fees payable to
Barclays by the Master Portfolio on a combined basis will be approximately 0.07%
of the average daily net assets of the Master Portfolio. From time to time,
Barclays may waive such fees in whole or in part. Any such waiver will reduce
the expenses of the Master Portfolio and, accordingly, have a favorable impact
on its performance.

Information on the advisory services provided by each subadviser and services
provided by Barclays for each Fund can be found in the prospectus, under the
heading "Investment Policies, Investment Objectives, Principal Investment
Strategies, and Related Risks".

PORTFOLIO TRANSACTIONS OF THE FUNDS

VIA maintains a commission recapture program with certain brokers for the
Aggressive Opportunities Fund, the International Fund, the Growth Fund, the
Growth and Income Fund, and the Equity Income Fund. Under that program, a
percentage of commissions generated by the portfolio transactions for those
Funds is rebated to the Funds by the brokers and used to reduce the operating
expenses of those Funds. The following amount represents the amount of these
transactions and commissions paid for the fiscal period ended December 31, 1999:

The advisory agreements with each subadviser authorize the subadviser to select
the brokers or dealers who will execute the purchases or sales of securities for
each Fund. The agreements direct the subadvisers to use best efforts to obtain
the best available price and most favorable execution with respect to all
transactions for the Funds.

In placing Fund transactions, each subadviser will use its best judgment to
choose the broker most capable of providing the brokerage services necessary to
obtain most favorable execution.

In choosing brokers, the subadvisers may take into account, in addition to
commission cost and execution capabilities, the financial stability and
reputation of the brokers and the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
provided by such brokers. The subadviser is authorized to pay brokers who
provide such brokerage or research services a commission for executing a
transaction which is in excess of the commission another broker would have
charged for that transaction if the subadviser determines that such commission
is reasonable in relation to the value of the brokerage and research services
provided to the subadviser by the broker.

With respect to the Index Funds, Barclays assumes general supervision over
placing orders on behalf of the Master Portfolio for the purchase or sale of
portfolio securities. Allocation of brokerage transactions, including their
frequency, is made in the best judgment of Barclays and in a manner deemed fair
and reasonable to interestholders. In executing portfolio transactions and
selecting brokers or dealers, Barclays seeks to obtain the best overall terms
available for the Master Portfolio. In assessing the best overall terms
available for any transaction, Barclays considers factors deemed relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer, and
the reasonableness of the commission, if any, both for the specific transaction
and on a continuing basis. The primary consideration is prompt execution of
orders at the most favorable net price. Certain of the brokers or dealers with
whom the Master Portfolio may transact business offer commission rebates to the
Master Portfolio. Barclays considers such rebates in assessing the best overall
terms available for any transaction. The overall reasonableness of brokerage
commissions paid is evaluated by Barclays based upon its knowledge of available
information as to the general level of commissions paid by other institutional
investors for comparable services. Brokers also are selected because of their
ability to handle special executions such as are involved in large block trades
or broad distributions, provided the primary consideration is met. Portfolio
turnover may vary from year to year, as well as within a year. High turnover
rates over 100% are likely to result in comparatively greater brokerage
expenses.

12
<PAGE> 43

One or more of the subadvisers may aggregate sale and purchase orders from the
Funds with similar orders made simultaneously for other clients of the
subadviser. The subadviser will do so when, in its judgment, such aggregation
will result in overall economic benefit to the Fund, taking into consideration
the advantageous selling or purchase price, brokerage commission, and other
expenses.

If an aggregate order is executed in parts at different prices, or two or more
separate orders for two or more of a subadviser's clients are entered at
approximately the same time on any day are executed at different prices, the
subadviser has discretion, subject to its fiduciary duty to all its clients, to
use an average price at which such securities were purchased or sold for each of
the clients for whom such orders were executed.

The Vantagepoint Funds participate in a securities lending program under which
the Funds' custodians is authorized to lend Fund securities to qualified
institutional investors under contracts calling for collateral in U.S.
Government securities or cash in excess of the market value of the securities
loaned. The Vantagepoint Funds receive dividends and interest on the loaned
securities. Lending fees received in the Vantagepoint Funds account are used to
reduce overall custodial expenses in the Funds from which the loaned securities
originated.

CAPITAL STOCK AND OTHER SECURITIES

The Vantagepoint Funds is an open-end diversified management investment company
organized as a Delaware business trust. As an open-end company, the Vantagepoint
Funds continually offers shares to the public. With the exception of the Index
Funds, each Fund offers a single class of shares.

The Index Funds offer two classes of shares, Class I and Class II. Class I
shares are open to IRA and other individual accounts and each public sector
employee benefit plan that invests indirectly in the Funds through the ICMA
Retirement Trust containing assets of less than $40 million. Class II shares are
open (i) to qualifying public sector employee benefit plans that invest directly
in the Funds and have qualifying assets in excess of $125 million and (ii)
public sector employee benefit plans that invest indirectly in the Funds through
the ICMA Retirement Trust and have qualifying assets in excess of $40 million so
invested. Other plans with average account balances or other features that are
expected to afford the Index Funds with certain economies of scale in servicing
employee benefit plan participant accounts, may also qualify for Class II
shares.

PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASES

Reference is made to the prospectus under the heading "Purchases, Exchanges and
Redemptions".

The Funds reserve the right in their sole discretion (i) to suspend the offering
of their shares or (ii) to reject purchase orders when in the judgment of
management such rejection is in the best interest of a particular Fund or Funds.

REDEMPTIONS

Reference is made to the prospectus under the heading "Purchases, Exchanges and
Redemptions". The Funds may suspend redemption privileges or postpone the date
of payment (i) during any period that the New York Stock Exchange is closed or
trading on the exchange is restricted as determined by the Securities and
Exchange Commission (the "Commission"), (ii) during any period when an emergency
exists as defined by the rules of the Commission as a result of which it is not
reasonably practicable for the Funds to dispose of securities owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods as
the Commission may permit.

Certain redemption requests must include a signature guarantee

A signature guarantee is designed to protect you against fraud and may be
required by The Vantagepoint Funds at the discretion of its management. A
redemption request must be made in writing and must include a signature
guarantee if any of the following situations would apply:

* The account registration has changed within the past 30 days;

* The check is being mailed to an address other than the one listed on the
account (record address);

* The check is being made payable to someone other than the account owner;

13
<PAGE> 44

* The redemption proceeds are being transferred to an account with a
different registration;

* Proceeds are to be wired to a bank account that was not pre-designated;

* Any other transaction reasonably determined by the Funds to require a
signature guarantee.

A signature guarantee may be obtained from a bank, broker, dealer, credit union
(if authorized under state law), securities exchange or association, clearing
agency or savings association. Please note: a notary public cannot provide a
signature guarantee, and a notarized redemption request is not sufficient.

The Funds have made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in an amount during
any 90-day period to the lesser of $250,000 or 1% of the net assets of the Fund
at the beginning of such period. Such commitment is irrevocable without the
prior approval of the Commission. Redemptions in excess of the above limits may
be paid, in whole or in part, in investment securities or in cash, as the
Directors may deem advisable; however, payment will be made wholly in cash
unless the Directors believe that economic or market conditions exist which
would make a practice detrimental to the best interests of the Fund. If
redemptions are paid in investment securities, such securities will be valued as
set forth in the Prospectus under "Pricing and Timing of Transactions" and a
redeeming shareholder would normally incur brokerage expenses if he or she
converted these securities to cash.

TAXATION OF THE FUND

The Vantagepoint Funds intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code, which would cause the income
and capital gains of the Trust to "pass through" to the shareholders for federal
income and capital gains tax purposes. Failure to qualify for Subchapter M
status could result in federal income and capital gains taxes being assessed at
the Fund level, which would reduce Fund returns correspondingly.

CALCULATION OF PERFORMANCE DATA

For purposes of quoting and comparing the performance of a Fund (other than the
Money Market Fund) to that of other mutual funds and to other relevant market
indexes in advertisements or in reports to shareholders, performance for the
Fund may be stated in terms of total return. Under the rules of the Securities
and Exchange Commission ("SEC Rules"), Funds advertising performance must
include total return quotes calculated according to the following formula:

P(1+T)(M)= ERV

Where: P = a hypothetical initial payment of $1,000;

T = average annual total return;
n = number of years (1, 5 or 10); and

ERV = ending redeemable value of a hypothetical
$1,000 payment, made at the beginning of the
1, 5 or 10 year periods, at the end of the
1, 5, or 10 year periods (or fractional
portion thereof).

Under the foregoing formula, the time periods used in advertising will be based
on rolling calendar quarters, updated to the last day of the most recent quarter
prior to submission of the advertising for publication, and will cover 1, 5, and
10 year periods or a shorter period dating from the effectiveness of the
Registration Statement of the Funds. In calculating the ending redeemable value,
all dividends and distributions by a Fund are assumed to have been reinvested at
net asset value as described in the Trust's Prospectus on the reinvestment dates
during the period. Total return, or 'T' in the formula above, is computed by
finding the average annual compounded rates of return over the 1, 5, and 10 year
periods (or fractional portion thereof) that would equate the initial amount
invested to the ending redeemable value.

In addition to the total return quotations discussed above, a Fund also may
advertise its yield based on a thirty-day (or one month) period ended on the
date of the most recent balance sheet included in the Trust's Registration
Statement, computed by dividing the net investment income per share of the Fund
earned during the period by the maximum offering price per Fund share on the
last day of the period, according to the following formula:

YIELD = 2(a-b + 1) (6)- 1
---
cd

Where: a = dividends and interest earned during the period;

14
<PAGE> 45

b = expenses accrued for the period (net of
reimbursements);

c = the average daily number of shares outstanding
during the period that were entitled to receive
dividends; and

d = the maximum offering price per share on the last
day of the period.

Under this formula, interest earned on debt obligations for purposes of "a"
above, is calculated by (i) computing the yield to maturity of each obligation
held by the "a" Fund based on the market value of the obligation (including
actual accrued interest) at the close of business on the last day of each month,
or, with respect to obligations purchased during the month, the purchase price
(plus actual accrued interest), (ii) dividing that figure by 360 and multiplying
the quotient by the market value of the obligation (including actual accrued
interest as referred to above) to determine the interest income on the
obligation that is in a Fund's portfolio (assuming a month of thirty days), and
(iii) computing the total of the interest earned on all debt obligations and all
dividends accrued on all equity securities during the thirty-day or one month
period. In computing dividends accrued, dividend income is recognized by
accruing 1/360 of the stated dividend rate of a security each day that the
security is in the Fund's portfolio. Undeclared earned income, computed in
accordance with generally accepted accounting principles, may be subtracted from
the maximum offering price calculation required pursuant to "d" above.

The Money Market Fund's annualized current yield, as may be quoted from time to
time in advertisements and other communications to shareholders and potential
investors, is computed by determining, for a stated seven-day period, the net
change, exclusive of capital changes and including the value of additional
shares purchased with dividends and any dividends declared therefrom (which
reflect deductions of all expenses of the Money Market Fund such as management
fees), in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the period, and dividing the difference by the
value of the account at the beginning of the base period to obtain the base
period return, and then multiplying the base period return by 365 divided by 7.

The Money Market Fund's annualized effective yield, as may be quoted from time
to time in advertisements and other communications to shareholders and potential
investors, is computed by determining (for the same stated seven-day period as
the current yield) the net change, exclusive of capital changes and including
the value of additional shares purchased with dividends and any dividends
declared therefrom (which reflect deductions of all expenses of the Money Market
Fund such as management fees), in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then compounding the base period
return by adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result.

Communications which refer to the use of a Fund as a potential investment for
employee benefit plans or Individual Retirement Accounts may quote a total
return based upon compounding of dividends on which it is presumed no Federal
tax applies.

In assessing such comparison of yields, an investor should keep in mind that the
composition of the investments in the reported averages may not be identical to
the formula used by the Fund to calculate its yield. In addition, there can be
no assurance that any Fund will continue its performance as compared to such
other averages.

PURCHASE AND REDEMPTION OF SHARES

MINIMUM INVESTMENT REQUIREMENTS
Shareholders will be informed of any increase in the minimum investment
requirements by a new prospectus or a prospectus supplement, in which the new
minimum is disclosed. Any request for a redemption (including pursuant to check
writing privileges) by an investor whose account balance is (a) below the
currently applicable minimum investment, or (b) would be below that minimum as a
result of the redemption, will be treated as a request by the investor of a
complete redemption of that account. In addition, the Trust may redeem an
account whose balance (due in whole or in part to redemptions since the time of
last purchase) has fallen below the minimum investment amount applicable at the
time of the shareholder's most recent purchase of Fund shares (unless the
shareholder brings his or her account value up to the currently applicable
minimum investment).

TAX CONSEQUENCES
Note that in the case of tax-qualified retirement plans, a redemption from such
a plan may have adverse tax consequences. A shareholder contemplating such a
redemption should consult his or her own tax advisor. Other shareholders should
consider the tax consequences of any redemption.

15
<PAGE> 46

SUSPENSION OF THE RIGHT OF REDEMPTION
The Funds may suspend the right of redemption or the date of payment: (i) for
any period during which the NYSE, the Federal Reserve Bank of New York, the
NASDAQ, the Chicago Mercantile Exchange ("CME"), the CBOT, or any other
exchange, as appropriate, is closed (other than customary weekend or holiday
closings), or trading on the NYSE, the NASDAQ, the CME, the CBOT, or any other
exchange, as appropriate, is restricted; (ii) for any period during which an
emergency exists so that sales of a Fund's investments or the determination of
its NAV is not reasonably practicable; or (iii) for such other periods as the
SEC may permit for the protection of a Fund's investors.

LEGAL COUNSEL INDEPENDENT AUDITORS & CUSTODIAN.

Morgan, Lewis & Bockius, Washington, D.C. serves as legal counsel to The
Vantagepoint Funds. Baltimore, MD, serves as independent auditors. Investors
Bank & Trust, Boston, MA serves as custodian.

FINANCIAL STATEMENTS

The Funds' financial statements for the fiscal year ended December 31, 1999,
including notes thereto and the report of __________________________ are
incorporated by reference into this SAI. A copy of the Funds' Annual Report to
Shareholders (the "Annual Report") must accompany the delivery of this Statement
of Additional Information.

<PAGE> 47

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(b) Exhibits

(a) Agreement and Declaration of Trust of The Vantagepoint Funds (the
"Registrant" or the "Trust") incorporated herein by reference to
Exhibit (a) of Pre-Effective Amendment No. 1 to this Registration
Statement, filed on December 22, 1998.

(b) By-Laws of Registrant incorporated herein by reference to Exhibit (b)
of Pre-Effective Amendment No. 1 to this Registration Statement filed,
on December 22, 1998.

(d)(1) Master Investment Advisory Agreement between Registrant and
Vantagepoint Investment Advisors, LLC incorporated herein by reference
to Exhibit (d)(i) of Pre-Effective Amendment No. 3 to this Registration
Statement, filed on February 26, 1999.

(d)(2) Form of Sub-Advisory Agreement incorporated herein by reference to
Exhibit (d)(ii) of Pre-Effective Amendment No. 3 to this Registration
Statement, filed on February 26, 1999.

(e) Distribution Agreement between the Registrant and ICMA RC Services LLC
incorporated herein by reference to Exhibit (e) of Pre-Effective
Amendment No. 3 to this Registration Statement, filed on February 26,
1999.

(f) Not applicable.

(g) Custody Agreement between Registrant and Investors Bank & Trust to be
filed by amendment.

(h) Transfer Agency Agreement to be filed by amendment.

(i) Legal Opinion of Morgan, Lewis & Bockius LLP to be filed by amendment.

(j) Consent of Independent Public Accountants to be filed by amendment.

(k) Not applicable.

(l) Purchase Agreement incorporated herein by reference to Exhibit (l) of
Pre-Effective Amendment No. 3 to this Registration Statement filed on
February 26, 1999.

(n) Not applicable.

(o) Rule 18f-3 Plan is incorporated by reference to Exhibit (o) of
Pre-Effective Amendment No. 3 to this Registration Statement, filed on
February 26, 1999.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

2
<PAGE> 48

ITEM 25. INDEMNIFICATION

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to Directors, Officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by a Director, Officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, Officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

VIA, the investment adviser for the Funds, is wholly owned by the ICMA
Retirement Corporation, which is itself a registered investment adviser. The
ICMA Retirement Corporation also provides plan administration services to public
sector Section 401 qualified retirement plans and public sector Section 457
deferred compensation plans. Girard Miller is President, Chief Executive Officer
and an ex-officio member of the Board of Directors of the ICMA Retirement
Corporation. Mr. Miller is president of the Fund's principal investment adviser,
VIA. Mr. Miller also serves as President of the ICMA Retirement Trust, a
principal shareholder in the Vantagepoint Funds. Mr. Miller serves as President,
Chief Executive Officer, and Supervisory Principal of ICMA-RC Services, LLC, a
wholly-owned broker-dealer subsidiary of the ICMA Retirement Corporation.

Robin L. Wiessman is a member of the Board of Directors of the ICMA Retirement
Corporation.

ITEM 27. PRINCIPAL UNDERWRITER

ICMA-RC Services LLC ("RC Services") serves as distributor and principal
underwriter. RC Services does not serve as distributor to any other investment
company.

<TABLE>
<CAPTION>
Names and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Fund
- ------------------- --------------------- ---------------------
<S> <C> <C>
Girard Miller President President
Paul Breault Treasurer Treasurer
Paul Gallagher Secretary Secretary
</TABLE>

3
<PAGE> 49

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documentation required by Section 31(a) of the
Investment Company Act of 1940 and the Rules under that Section will be
maintained in the physical possession of Registrant, the Registrant's transfer
agent, VTA, which has a place of business at 777 North Capital Street, NE, Ste.
600, Washington, DC 20002, and the Registrant's custodian(s).

ITEM 29. MANAGEMENT SERVICES

Reference is made to the discussion in this Statement of Additional Information
regarding the ICMA Retirement Corporation, ICMA-RC Services, LLC, and
Vantagepoint Transfer Agents, LCC, under the heading "Investment Advisory and
Other Services."

ITEM 30. UNDERTAKINGS

None

<PAGE> 50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, the District of Columbia on the 28th day of February,
2000.

THE VANTAGEPOINT FUNDS

*
-------------------------------------
Eddie Moore, Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the date indicated.

<TABLE>
<CAPTION>
Signatures Title
---------- -----

<S> <C> <C>
* President February 28, 2000
- --------------------------------------
Girard Miller

* Treasurer February 28, 2000
- --------------------------------------
Paul Breault

* Trustee February 28, 2000
- --------------------------------------
George Bissell

* Trustee February 28, 2000
- ---------------------------------------
Robert A. Bowman

* Trustee February 28, 2000
- --------------------------------------
N. Anthony Calhoun

* Trustee February 28, 2000
- --------------------------------------
Arthur Lynch

* Trustee February 28, 2000
- --------------------------------------
Eddie Moore

*By /s/ Paul F. Gallagher
-------------------------------
Paul F. Gallagher
Attorney-in-Fact

</TABLE>

5
<PAGE> 51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant of The Vantagepoint Funds has duly caused
this Post-Effective Amendment No. 3 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Little Rock, State of
Arkansas on the 25th day of February, 2000.

MASTER INVESTMENT PORTFOLIO
BOND INDEX MASTER PORTFOLIO
EXTENDED INDEX MASTER PORTFOLIO
INTERNATIONAL INDEX MASTER PORTFOLIO
S&P 500 INDEX MASTER PORTFOLIO
U.S. EQUITY INDEX MASTER PORTFOLIO

By /s/ Richard H. Blank, Jr.
-------------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----

<S> <C> <C>
/s/ Richard H. Blank, Jr. Secretary and Treasurer February 25, 2000
- -------------------------------- (Principal Financial Officer)
Richard H. Blank, Jr.

* Trustee February 25, 2000
- --------------------------------
Jack S. Euphrat*

* Chairman, President February 25, 2000
- -------------------------------- (Principal Executive Officer),
R. Greg Feltus* and Trustee

* Trustee February 25, 2000
- --------------------------------
W. Rodney Hughes*

* Trustee February 25, 2000
- --------------------------------
Lee Soong
</TABLE>

* Richard H. Blank, Jr. signs this document pursuant to powers of attorney as
previously filed.

*By /s/ Richard H. Blank, Jr.
-----------------------
Richard H. Blank, Jr.
Attorney-in-Fact

6
<PAGE> 52

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Marco E. Adelfio, Richard H. Blank, Jr., R. Greg Feltus and Robert M.
Kurucza, and each of them, his true and lawful attorney-in-fact and agent (each,
an "Attorney-in Fact") with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, (i) to execute
the Registration Statement of each of Barclays Global Investors Funds, Inc. and
Master Investment Portfolio and any investment company whose fund(s) invest in a
Master Portfolio of Master Investment Portfolio (each, a "Company"), and any or
all amendments (including post-effective amendments) thereto and to file the
same, with any and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and any state securities
commissions or authorities, and (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Company. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said Attorney-in-Fact may lawfully do or cause to be done
by virtue hereof.

Dated: February 17, 2000 /s/ Leo Soong
-----------------
Leo Soong
<PAGE> 53

EXHIBIT INDEX

(a) Agreement and Declaration of Trust of the Vantagepoint Funds (the
"Registrant" or the "Trust") incorporated herein by reference to
Exhibit (a) of Pre-Effective Amendment No. 1 to this Registration
Statement, filed on December 22, 1998.

(b) By-Laws of Registrant incorporated herein by reference to Exhibit (b)
of Pre-Effective Amendment No. 1 to this Registration Statement filed,
on December 22, 1998.

(d)(2) Form of Sub-Advisory Agreement incorporated herein by reference to
Exhibit (d)(ii) of Pre-Effective Amendment No. 3 to this Registration
Statement, filed on February 26, 1999.

(f) Not applicable.

(g) Custody Agreement between Registrant and Investors Bank & Trust to be
filed by amendment.

(h) Transfer Agency Agreement to be filed by amendment.

(i) Legal Opinion of Morgan, Lewis & Bockius LLP to be filed by amendment.

(j) Consent of Independent Public Accountants to be filed by amendment.

(k) Not applicable.

(l) Purchase Agreement incorporated herein by reference to Exhibit (l) of
Pre-Effective Amendment No. 3 to this Registration Statement filed on
February 26, 1999.

(n) Not applicable.

(o) Rule 18f-3 Plan is incorporated by reference to Exhibit (o) of
Pre-Effective Amendment No. 3 to this Registration Statement, filed on
February 26, 1999.