<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12
The Vantagepoint Funds
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same
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<PAGE> 2
THE VANTAGEPOINT FUNDS
777 North Capitol
Street, N.E.
Suite 600
Washington, D.C. 20002
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of The Vantagepoint Funds (the "VP Funds") will be held at the
headquarters of the ICMA Retirement Corporation, 777 North Capitol Street, N.E.,
Suite 600, Washington, D.C. 20002, on March **, 2000, at 9:30 a.m., Eastern
Time, for the following purposes:
I. To consider and vote upon a proposal to approve an arrangement whereby
the VP Funds' Board of Directors may approve new subadvisory agreements
and otherwise change subadvisory arrangements without shareholder
approval, subject to certain conditions.
II. To consider and vote upon a proposal to approve a new subadvisory
agreement between the Vantagepoint Growth and Income Fund (the "G&I
Fund"), Vantagepoint Investment Advisers, LLC (the "Investment Adviser")
and Wellington Management Company, LLP ("WMC").
Shareholders of record on February **, 1999, are entitled to receive
notice of and to vote at the Meeting and any adjournment thereof. Only
shareholders of the G&I Fund are entitled to vote on Proposal II.
While you are, of course, welcome to join us at the meeting, most
shareholders cast their votes by completing and signing the enclosed proxy card.
Whether or not you plan to attend the meeting, we need your vote. Please mark,
sign and date the enclosed proxy card and return it promptly in the enclosed
postage paid envelope.
The persons named as proxies are authorized to vote on such other
business as may properly come before the Meeting in accordance with their own
discretion.
Your vote is important to us. Thank you for taking the time to consider
these important proposals.
February **, 2000 By Order of The Board of Directors
Paul F. Gallagher
Secretary
<PAGE> 3
THE VANTAGEPOINT FUNDS
777 North Capitol Street, N.E.
Suite 600
Washington, D.C. 20002
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MARCH **, 2000
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Vantagepoint Funds (the "VP Funds") for
use at the Special Meeting of Shareholders to be held at 9:30 a.m. on Wednesday,
March **, 2000 at the offices of ICMA Retirement Corporation, 777 North Capitol
St. N.E., Suite 600, Washington, D.C. 20002, and at any adjourned session
thereof (this meeting and any adjournment thereof are hereinafter referred to as
the "Meeting"). Shareholders of record of the VP Funds as of the close of
business on February **, 2000, ("Shareholders") are entitled to vote at the
meeting. Only Shareholders of the Vantagepoint Growth & Income Fund (the "G&I
Fund") are entitled to vote on Proposal II as described below.
As of February 4, 2000 there were 721,879,031 shares of beneficial
interest of the VP Funds and 21,024,099 shares of the G&I Fund issued and
outstanding.
Each whole share is entitled to one vote and each fractional share is
entitled to a proportionate fractional vote. In addition to the solicitation of
proxies by mail, directors and officers of the VP Funds and employees of ICMA
Retirement Corporation and officers of Vantagepoint Investment Advisers, LLC
(the "Investment Adviser"), may solicit proxies in person or by telephone. The
proxy card and this proxy statement are being mailed to shareholders on or
about February **, 2000.
Proxies may be revoked at any time before they are exercised by a
written revocation received by the President of the VP Funds at 777 North
Capitol St., N.E., Washington, D.C. 20002. Proxies also may be revoked by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
INTRODUCTION
The VP Funds is organized as a Delaware business trust and is not
required to hold annual meetings of Shareholders. The Meeting is being called in
order to permit the Shareholders to vote on the proposals described below.
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<PAGE> 4
PROPOSAL I
Vantagepoint Investment Advisers, LLC (the "Investment Adviser"), serves
as investment adviser to the VP Funds under an agreement dated March 1, 1999
(the "Investment Advisory Agreement"). The Investment Adviser employs a
"Manager-of- Managers" structure under which it has general oversight
responsibility for the investment advisory services provided to the VP Funds,
including formulating investment policies, managing the allocation of the assets
of the Funds among multiple subadvisers, and directing and evaluating the
investment services provided by the subadvisers, including their adherence to
the Funds' investment objectives and policies and the overall investment
performance of the Funds. The subadvisers are responsible for the day-to-day
portfolio management of the VP Funds and are retained pursuant to subadvisory
agreements that are approved by the VP Funds' Board of Directors and are
currently subject to shareholder approval.
Section 15(a) of the Investment Company Act of 1940 (the "1940 Act")
requires that shareholders approve all contracts pursuant to which persons serve
as investment advisers to an investment company. As interpreted, this
requirement would apply to the appointment of subadvisers to the VP Funds. As
has been disclosed in the VP Funds' prospectus since inception, it is the intent
of management to seek an exemption from the relevant provisions of the 1940 Act
that would permit the Board of Directors to approve subadvisory agreements and
otherwise amend subadvisory arrangements without the approval of shareholders.
Such exemptive relief has been granted by the SEC to other fund groups that
operate under a Manager of Managers structure, subject to certain conditions.
In essence, the shareholders of the VP Funds have hired the Investment
Adviser to perform the function of identifying prospective subadvisers, subject
to the oversight and approval of the Board of Directors. Because the VP Funds'
shareholders have approved the Investment Advisory Agreement, the 1940 Act
requirement that shareholders approve all changes to subadvisory agreements
results in an unnecessary duplication of effort and expense, given the Manager
of Managers structure. This proposal is designed to eliminate this unnecessary
expense and to facilitate the efficient operation of the Manager of Managers
structure.
The Investment Adviser continuously monitors the performance of the
subadvisers, and is likely to, from time to time, recommend to the Board of
Directors the replacement or addition of one or more subadvisers. Such a
recommendation will depend on the Investment Adviser's assessment of what
combination of subadvisers it believes will optimize a particular Fund's
achieving its investment objective. There is no way of knowing how frequently
the Investment Adviser will recommend, and the Board will approve, such a
subadviser change. However, by its very nature, a Manager of Managers structure
is likely to result in more frequent adviser changes than a traditional single
advisor structure. The requirement to hold a shareholder meeting entails
significant costs and, as such, reduces the desired benefits of the Manager of
Managers structure.
3
<PAGE> 5
Even in the absence of shareholder scrutiny, any proposal to add or
replace subadvisers will receive careful review. First, the Investment Adviser
will apply a detailed analytical approach to the issue of adding or replacing a
subadviser. Second, any recommendations made by the Investment Adviser must be
approved by a majority of the Directors, including a majority who are not
"interested persons" as that term is defined in the 1940 Act.
Any selection of additional or replacement subadvisers would have to
comply with conditions contained in the SEC exemption, if it is granted. One
such condition is that the addition of a subadviser may not be effected without
shareholder approval of the overall advisory fee. In satisfying this condition,
the Fund will not rely on the exemptive order in a situation in which the change
in subadvisory arrangements that results in an increase in the current aggregate
advisory fee(1), payable by the Fund in question of greater than 0.10% must.
Thus, if this proposal is approved, shareholders will know with certainty the
maximum advisory fee that may be paid from a Fund. Another such condition is
that shareholders will receive a notice within 90 days after such a subadviser
change providing them with detailed information regarding any new subadviser.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL I.
PROPOSAL II
(GROWTH & INCOME FUND ONLY)
At the December 1, 1999 meeting, the Board of Directors approved the
addition of Wellington Management Company, LLP ("Wellington Management") as a
subadviser to the G&I Fund. The G&I Fund's current subadvisers will continue to
provide subadvisory services to the Fund. If shareholders approve the addition
of Wellington Management, each subadviser will be responsible for approximately
one-third of the G&I Fund's assets. Further details about Wellington Management
and the terms of the Proposed Subadvisory Agreement are set forth below.
The objective of the G&I Fund is to seek long-term capital growth and
current income by investing primarily in dividend-paying stocks of
large-capitalization companies. The benchmarks against which the performance of
the G&I Fund is measured are the S&P 500 Index and the Lipper Growth & Income
Index. The combination of Wellington Management's investment style with the
styles of the existing subadvisers is expected to result in investment
characteristics that will be similar to those indexes.
- --------
(1) The current aggregate advisory fees are listed in Exhibit A
4
<PAGE> 6
While the Fund's current subadvisers have provided sound management and
returns since its inception, the Board of Directors and the VP Funds' management
believe that the addition of Wellington Management may provide a better
opportunity for future returns. In addition, given the Fund's growth, it is felt
that employing three subadvisers rather than two is prudent in terms of
improving the Fund's defensive posture. The proposed change will enhance the
Fund's style diversification, thereby offering the opportunity for reduced
volatility, a key attribute of the Fund's multi-management structure.
Although a single investment manager can produce a desirable long-term
performance record, an examination of the short-term typically reveals wide
movements relative to other managers or a market index. The reason is that every
successful manager has an investing approach (typically called a "style") that
swings from being in favor to out of favor in the market. Experienced managers
stick to their styles over the years because they believe that doing what they
do best is the only successful method of investing. But doing so creates
in-between performance gyrations.
Multi-management seeks to reduce short run performance variation by
combining different managers practicing dissimilar styles, but seeking the same
investment objective. The goal is to have, in various market environments, at
least one style that is in favor to offset one that is temporarily out of favor.
Thus, multi-management offers the opportunity to not only capture a successful
manager's desirable long-term returns, but also to reduce an individual
manager's short-term performance volatility.
Thus, the Board and management feel that this change will provide the
Fund's shareholders with an improved opportunity for sound and consistent
investment performance over time.
Wellington Management is a large and well-known institutional investment
manager. The firm possesses extensive resources (portfolio managers, research
analysts, traders, etc.) and manages sizeable assets in a style appropriate for
the Fund.
APPROVAL OF A SUBADVISORY AGREEMENT BETWEEN THE FUND, THE INVESTMENT ADVISER AND
WELLINGTON MANAGEMENT.
The Board of Directors is recommending that the Shareholders of the G&I
Fund approve Wellington Management as a subadviser for the Fund and approve the
new subadvisory agreement between the Fund, the Investment Adviser and
Wellington Management relating to the Fund.
DESCRIPTION OF WELLINGTON MANAGEMENT. Wellington Management is a
federally registered investment adviser and a limited liability partnership
with its principal place of business at 75 State Street, Boston, Massachusetts
02109. Wellington Management was founded in 1928 and as of December 31, 1999 it
had approximately $235 billion under management. Wellington Management will
implement an investment style on behalf of the Fund that is known as a LARGE
CAPITALIZATION VALUE/YIELD style. This means that Wellington Management will
select stocks of
5
<PAGE> 7
financially sound companies that they view as being temporarily out of favor.
Wellington Management will target companies that they perceive as offering
above-average potential total returns, that sell at below-average
price-to-earnings multiples.
Wellington Management provides investment services to investment
companies, employee benefits plans, endowments, foundations, and other
institutional and individual investors. Wellington Management and its
predecessor organizations have provided investment advisory services for over 70
years.
Wellington Management's portion of the Fund's assets will be managed by
John T. Ryan, CFA, who has over 26 years of portfolio management experience. Mr.
Ryan has been with Wellington Management since 1981. Mr. Ryan is a Chartered
Financial Analyst. He is a graduate of Lehigh University and holds an MBA from
the University of Virginia.
Wellington Management does not serve as investment adviser or subadviser
to another registered investment company with investment objectives similar to
those of the Fund.
Wellington Management is managed by its active partners. The managing
partners of Wellington Management as of December 31, 1999 were Laurie A.
Gabriel, Duncan M. McFarland and John R. Ryan. The names and titles of each of
the general partners and Senior Vice Presidents of Wellington Management are
set forth in Exhibit C. The principal business address of the principal
executive officer and each of Wellington Management's partners and principals,
as it relates to their duties at Wellington Management, is 75 State Street,
Boston, Massachusetts 02109.
COMPENSATION. Under the proposed subadvisory agreement, the Fund will
pay Wellington Management a subadvisory fee at the annual rate set forth below.
This fee will be calculated and paid quarterly based on the average daily market
value of that portion of the Fund managed by Wellington Management.
<TABLE>
<CAPTION>
ASSETS FEE RATE
----------------------------------- ------------------------------------
<S> <C>
First $50 million 0.40%
----------------------------------- ------------------------------------
Next $50 million 0.30%
----------------------------------- ------------------------------------
Over $100 million 0.25%
----------------------------------- ------------------------------------
</TABLE>
Wellington Management serves as an investment adviser to the SunAmerica
Large Cap Value Fund, which has investment objectives and policies that are
substantially similar to the G&I Fund. The fee paid to Wellington Management
for that Fund is as follows:
Assets Fee Rate
------ --------
First $100 million 0.40%
Next $100 million 0.30%
Over $200 million 0.25%
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL II.
6
<PAGE> 8
CONTRACTUAL AND FEE CONSIDERATIONS
The Board of Directors is recommending that the Shareholders approve
Wellington Management as recommended as subadviser to the G&I Fund and approve
the Proposed Subadvisory Agreement between the Investment Adviser, the Fund, and
Wellington Management.
DIRECTOR'S CONSIDERATIONS. The Board of Directors of the VP Funds,
including those Directors who are not "interested persons" within the meaning of
Section 2(a)(19) of the 1940 Act unanimously approved, subject to shareholder
approval, the Proposed Subadvisory Agreement with respect to the G&I Fund at a
meeting held on December 1, 1999. The Directors received written and oral
information from both the Investment Adviser and Wellington Management. The
Investment Adviser recommended the selection of Wellington Management and
reviewed the considerations and the search process that led to the
recommendation. The Directors also met with representatives of Wellington
Management and considered information about key personnel, investment philosophy
and process and performance track record, among other factors. In recommending
that the Shareholders approve the Proposed Subadvisory Agreement, the Directors
carefully evaluated the investing experience of Wellington Management's key
personnel and the quality and quantity of services Wellington Management can be
expected to provide to the G&I Fund, including, but not limited to: (1) the
nature and quality of the services expected to be rendered to the G&I Fund by
Wellington Management; (2) the distinct and complementary nature of the
investment style of Wellington Management as compared to the existing
subadvisers; (3) the amount of compensation payable to Wellington Management by
the G&I Fund under the Proposed Subadvisory Agreement, and the impact of such
compensation on the overall fees and expenses of the G&I Fund; (4) the history,
reputation, operational and administrative expertise (including mutual fund
investment management expertise), qualification and background of Wellington
Management as well as the qualifications of its personnel and financial
conditions; (5) Wellington Management's performance records; (6) the fee and
expense ratios of comparable mutual funds; (7) the performance of the G&I Fund
since commencement of operations; (8) the benefits expected to be realized as a
result of the multi-management strategy employed by the Investment Adviser; and
(9) other factors deemed relevant. The Directors also reviewed the fees to be
paid to Wellington Management in comparison to those currently being charged by
the G&I Fund and its existing subadvisers in the relevant segment of the mutual
fund business, including any benefits received by any subadviser or its
affiliates in connection with soft dollar payments.
IMPACT OF SUBADVISER COMPENSATION ON TOTAL EXPENSES OF THE FUND. As
discussed above, the terms of the current agreements are substantially similar
to the terms of the Proposed Subadvisory Agreement with Wellington Management,
except for the dates of execution and the fee arrangements. The subadvisers are
entitled to their respective fees based on the portion of the assets of the G&I
Fund that are allocated to them. These subadvisory fees are borne directly by
the G&I Fund Shareholders. The total subadvisory expenses of the Fund are
expected to increase from 0.32% to 0.36% as a result of the addition of
Wellington Management as a subadviser if the Shareholders approve the proposed
Subadvisory Agreement.
7
<PAGE> 9
For the reasons described on page 5 (increased style diversification,
opportunity for reduced volatility, experience and management depth of
Wellington Management) the VP Fund's Board of Directors and management believe
that the proposed change will be beneficial to the G&I Fund's shareholders.
The table below compares the current expense ratio of the funds to the
proposed level of fees that would be borne by the G&I Fund Shareholders,
assuming the Shareholders approve the new subadviser.
Annual Fund Operating Expenses (Deducted from Fund Assets)
<TABLE>
<CAPTION>
SUBADVISER OTHER TOTAL
FUND ADVISORY FEE EXPENSE EXPENSES* EXPENSES
- ----------------------------------- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
G&I Fund
(current subadvisory structure) 0.10% 0.32% 0.44% 0.86%
- ----------------------------------- ------------- -------------- ------------- --------------
G&I Fund
(proposed subadvisory structure) 0.10% 0.36% 0.44% 0.90%
- ----------------------------------- ------------- -------------- ------------- --------------
</TABLE>
*Amounts shown are based on estimated amounts for the Fund's first full fiscal
year.
Example
This example is intended to help Shareholders compare the cost of investing in
the Fund with the cost of investing in other mutual funds. This example assumes
that a Shareholder invests $10,000 dollars for the time periods indicated and
then redeems all of its shares at the end of those periods. The example also
assumes that a Shareholder's investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although actual costs may be higher
or lower, based on these assumptions, a Shareholder's costs would be:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS
- ----------------------------------------------------------------- -------------- -------------
<S> <C> <C>
G&I Fund
(current subadvisory structure) $88 $275
- ----------------------------------------------------------------- -------------- -------------
G&I Fund
(proposed subadvisory structure) $92 $288
- ----------------------------------------------------------------- -------------- -------------
</TABLE>
DUTIES UNDER THE PROPOSED SUBADVISORY AGREEMENT. Under the Proposed
Subadvisory Agreement, Wellington Management makes the investment decisions for
the assets of the Fund allocated to it by the Investment Adviser, and
continuously reviews, supervises, and administers the G&I Fund's investment
program with respect to these assets. Wellington Management is independent of
the Investment Adviser and discharges its responsibilities subject to the
supervision of the Investment Adviser and the Board of Directors of the Funds
and in a manner consistent with the G&I Fund's investment objectives, policies
and restrictions. The Proposed
8
<PAGE> 10
Subadvisory Agreement provides that Wellington Management shall not be protected
against any liability, damages or expenses to the Fund arising out of Wellington
Management's gross negligence or malfeasance or willful violation of the
Subadvisory Agreement or a violation of applicable law by Wellington Management
or any of its officers, employees, or affiliates in providing management under
the subadvisory agreement.
DURATION AND TERMINATION. Unless terminated earlier, the Proposed
Subadvisory Agreement shall continue in effect for two years from its execution,
and thereafter, for periods of one year for so long as such continuance is
specifically approved at least annually by the vote of the holders of a majority
of the outstanding shares of the G&I Fund or by a majority of the members of the
Board of Directors of the VP Funds who are not parties to the investment
advisory agreement or the investment subadvisory agreement or who are not
"interested persons" (as that term is defined in the 1940 Act) of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval.
The Proposed Subadvisory Agreement will terminate automatically in the
event of its assignment. The Proposed Subadvisory Agreement is terminable by
any party without the payment of any penalty, immediately upon notice to the
other in the event of a breach of any provision of the subadvisory agreement, or
otherwise by the subadviser upon sixty (60) days' written notice to the
Investment Adviser, or by the Investment Adviser upon thirty days written notice
to the subadviser.
In the event Shareholders of the G&I Fund do not approve the adoption of
the Proposed Subadvisory Agreement at the Meeting to which this Proxy Statement
relates, or any adjournment thereof, the Directors will consider the appropriate
course of action.
The proposed Subadvisory Agreement is attached hereto as Exhibit B.
GENERAL INFORMATION ABOUT THE VP FUNDS AND OTHER MATTERS
DISTRIBUTION. RC Services, LLC, a wholly-owned subsidiary of ICMA
Retirement Corporation acts as the Distributor of the VP Funds' shares pursuant
to a Distribution Agreement dated March 1, 1999. Girard Miller serves as
President and Chief and Chief Executive officer of ICMA Retirement Corporation
and president of RC Services, LLC.
PORTFOLIO TRANSACTIONS. The VP Funds commenced operations as a
registered investment company on March 1, 1999. Brokerage commissions paid by
each VP Fund for the period March 1, 1999, to December 31, 1999, are set forth
in Exhibit D.
9
<PAGE> 11
5% SHAREHOLDERS. As of December 31, 1999, the following persons were the
only persons who were, to the knowledge of the VP Funds' management, beneficial
owners of 5% or more of the shares of the VP Funds.
<TABLE>
<CAPTION>
Name and Address of Beneficial
Owner Number of Shares Percentage of Fund's shares
- -------------------------------- ------------------------------- -------------------------------
<S> <C> <C>
ICMA Retirement Trust
777 N. Capitol St., NE
Washington, DC 20002 713,105,089 87.8%
- -------------------------------- ------------------------------- -------------------------------
</TABLE>
Girard Miller, President of The Vantagepoint Funds, holds as part of his
portfolio approximately $22,000 worth of units in the VantageTrust International
Fund through an ICMA Retirement Trust 457 plan with a former public sector
employer, which is thus invested in the Vantagepoint International Fund. The VP
Funds' other directors and officers do not beneficially own any shares of the VP
Funds and do not receive any compensation from the VP Funds for their services.
ADJOURNMENT. In the event that sufficient votes in favor of the proposal
set forth in the Notice of Special Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose or more
adjournments of the meeting for a reasonable period of time to permit further
solicitation of proxies with respect to the proposals. Any such adjournment will
require the affirmative vote of a majority of the votes cast on the question in
person or by proxy at the session of the Meeting to be adjourned, whether or not
a quorum is present. The persons named as proxies will vote in favor of such
adjournment those proxies which are entitled to vote in favor of the proposals.
They will vote against any such adjournment those proxies required to be voted
against any such proposals. The costs of any additional solicitation will be
borne by the Investment Adviser.
REQUIRED VOTE. Although 50% of the outstanding shares entitled to vote
on a proposal must be present in person or by proxy to have a quorum to conduct
business at the Meeting, approval of each proposal requires the affirmative vote
of a majority of the outstanding shares of the VP Funds. As defined in the 1940
Act, "majority of the outstanding shares" means, with respect to each
Vantagepoint Fund, vote of (i) 67% or more of the VP Funds' (or the G&I Fund for
Proposal II) outstanding shares present at a meeting, if the holders of more
than 50% of the outstanding shares of the VP Funds (or the G&I Fund for
Proposal II) are present or represented by proxy, or (ii) more than 50% of the
VP Funds' (or the G&I Fund for Proposal II) outstanding shares, whichever is
less.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies received before the Meeting on which no
vote is indicated will be voted "FOR" the proposal as to which it is entitled to
vote. Abstentions and proxies signed and returned by brokers without voting on a
proposal ("broker non-votes") will not be counted for or against the proposals,
but will be counted for purposes of determining whether a quorum is present.
Abstentions will be counted as votes present for purposes of determining a
"majority of
10
<PAGE> 12
the outstanding voting securities" present at the Meeting, and will therefore
have the effect of counting against the proposals.
SHAREHOLDER PROPOSALS. The VP Funds does not hold regular shareholder
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent meeting should send their written proposals to the
Secretary of the VP Funds, 777 North Capitol Street, N.E., Suite 600,
Washington, D.C. 20002.
REPORTS TO SHAREHOLDERS. As a newly registered Fund, there has been no
Annual Report to date. The Fund's Semi-Annual Report has been mailed to
shareholders.
LITIGATION. The Fund is not involved in any litigation.
OTHER MATTERS. The Directors know of no other matters to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is their intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
11
<PAGE> 1
EXHIBIT A
<TABLE>
<CAPTION>
ADVISORY SUBADVISORY AGGREGATE
VANTAGEPOINT FUND FEE FEE ADVISORY FEE
<S> <C> <C> <C>
Aggressive Opportunities 0.10% 0.75% 0.85%
Growth 0.10% 0.34% 0.44%
Growth & Income 0.10% 0.36% 0.46%
Equity Income 0.10% 0.33% 0.43%
International Fund 0.10% 0.53% 0.63%
U.S. Treasury Securities 0.10% 0.12% 0.22%
Money Market 0.10% 0.09% 0.19%
Asset Allocation 0.10% 0.29% 0.39%
Overseas Equity Index 0.05% 0.25% 0.30%
Mid/Small Company Index 0.05% 0.10% 0.15%
Broad Market Index 0.05% 0.08% 0.13%
500 Stock Index 0.05% 0.05% 0.10%
Core Bond Index 0.05% 0.08% 0.13%
</TABLE>
- --------
(1) Pending approval of Subadvisory Agreement with Wellington
Management Company
(2) The Index Funds are managed under a Master Feeder structure. As such, the
fee paid to Barclays Global Investors is not a subadvisory fee.
<PAGE> 1
EXHIBIT B
INVESTMENT SUBADVISORY AGREEMENT
This Investment Subadvisory Agreement is made as of the
__________ day of December, 1999, by and between VANTAGEPOINT INVESTMENT
ADVISERS, LLC, a Delaware limited liability company (hereafter "Client"),
WELLINGTON MANAGEMENT COMPANY, LLP, 75 State Street, Boston, Massachusetts 02109
(hereafter "Subadviser"), and, as set forth in Section 23, THE VANTAGEPOINT
FUNDS, a Delaware business trust, and is effective as of _________________, 2000
(the "Effective Date").
WHEREAS, the Vantagepoint Funds (the "Funds") is a Delaware
Business Trust registered as an open-end management investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Client is party to an Investment Adviser Agreement with
the Funds for management of the investment operations of the Funds including the
establishment and operation of investment portfolios for the Funds and the
entering into of contracts with sub-advisers to assist in managing the
investment of the Funds property;
WHEREAS, Client and Subadviser wish to enter into a sub-advisory
agreement pursuant to which Subadviser will provide such assistance to Client.
AGREEMENTS:
In consideration of the performance by the Subadviser as
Investment Subadviser of certain assets held by the Funds, the Client has
authorized the Subadviser to manage the securities and other assets as follows:
1. ACCOUNT
The account with respect to which the Subadviser shall perform
its services shall consist of those assets of the Vantagepoint Growth & Income
Fund which the Client determines to assign to an account with the Subadviser,
together with all income earned by those assets and all realized and unrealized
capital appreciation related to those assets (hereafter "Account"). From time to
time, the Client may, upon notice to the Subadviser, make additions to the
Account and may, upon notice to the Subadviser, make withdrawals from the
Account.
2. APPOINTMENT STATUS, POWERS OF SUBADVISER
(a) Purchase and Sale. Client hereby appoints Subadviser to
manage the Account on the terms and conditions set forth in this Agreement.
Subject to the restrictions set forth in this Agreement, and acting always in
conformity with the Investment
<PAGE> 2
Policies provided in Paragraph 4, Subadviser shall supervise and direct
investment of the Account. Client hereby grants the Subadviser complete,
unlimited and unrestricted discretion and authority to select portfolio
securities with respect to the Account including the power to acquire (by
purchase, exchange, subscription or otherwise), to hold and dispose (by sale,
exchange or otherwise). The Subadviser will consult with Client, upon the
request of the Client, concerning any transactions it makes with respect to the
investment of the Account.
(b) Limitation on Authority. Except as expressly authorized
herein or hereafter from time to time, Subadviser shall for all purposes be
deemed an independent contractor and shall have no authority to act for or to
represent the Client or the Funds in any way or otherwise to be an agent of the
Client or the Funds. The activities of Client and Subadviser in managing the
assets of the Fund Vantagepoint Growth & Income Fund shall in all instances be
conducted subject to the supervision and direction of the Board of Directors of
the Vantagepoint Funds.
(c) Voting. Unless otherwise instructed by Client, Subadviser
shall have discretion to take any action or render any advice with respect to
the voting of shares or the execution of proxies solicited from time to time by,
or with respect to, the issuers of securities held in the Account. Subadviser
will report annually to Client regarding such voting.
(d) Key Personnel. Subadviser agrees that the following key
personnel have primary responsibility with respect to the investment management
of the Account. If the(se) individual(s) is unable to devote sufficient time to
maintain primary responsibility of the Account, the Subadviser must give Client
written advance notice, or prompt notice within three (3) business days, of the
name of the person designated by the Subadviser to replace or supplement the
individual(s). In addition, the Subadviser will give Client written notice of
the replacement of any employee of the Subadviser who has direct supervisory
responsibility for the key personnel or who has responsibility for setting
investment policy as soon as reasonably practicable.
Key Personnel: John Ryan
3. ACCEPTANCE OF APPOINTMENT
Subadviser accepts the appointment as an investment Subadviser
and agrees to use its best efforts and professional judgment to make timely
investment transactions for the Client with respect to the investments of the
Account, and to provide the other services required of the Subadviser under the
provisions of this Agreement.
<PAGE> 3
4. INVESTMENT POLICIES
(a) Investment Objectives. Subject to the supervision of the
Fund's Board of Directors and the Client, the Subadviser shall direct the
investments of the Account in accordance with the Fund's investment objectives,
policies, and restrictions as provided in the Fund's Prospectus and Statement of
Additional Information as filed with the Securities and Exchange Commission on
Form N-1A ("Registration Statement"), as currently in effect and as amended or
supplemented from time to time, and such other limitations as the Fund or Client
may reasonably impose by written notice to the Subadviser or as set forth in
SCHEDULE A. Client shall give Subadviser copies of the Fund's Prospectus and
Statement of Additional Information, and any amendments or supplements thereto,
as soon a practicable after such documents become available.
(b) Funds' Agreement and Declaration of Trust. The Subadviser
will adhere to all specific provisions relating to the investment of the Account
established in the Funds' Agreement and Declaration of Trust and Registration
Statement, both of which are hereby incorporated by reference and made a part of
this Agreement. The Client shall give written notice to the Subadviser of any
amendments to the Agreement and Declaration of Trust or Registration Statement,
which amendments, upon their receipt by the Subadviser, shall be binding on the
Subadviser.
(c) Investment Subadviser Guidelines. The Subadviser shall act in
accordance with the Fund's Prospectus and Statement of Additional Information,
and in accordance with the limitations set forth in the specific statement of
Investment Adviser Guidelines, SCHEDULE B, as restated or modified from time to
time by the Client in written notice to the Subadviser. The Client retains the
right, on written notice to the Subadviser, to modify any such objectives,
guidelines, restrictions, and liquidity requirements in any manner at any time
as may be allowed pursuant to the 1940 Act.
(d) Conflict in Policies. If a conflict in policies or guidelines
referenced herein occurs, the Registration Statement shall govern for purposes
of this Agreement.
5. CUSTODY, DELIVERY, RECEIPT OF SECURITIES
(a) Custody Responsibilities. The Client shall designate one or
more custodians to hold the Account. The Custodian, as designated by the Client
will be responsible for the custody, receipt and delivery of securities and
other assets of the Funds (including the Account), and the Subadviser shall have
no authority, responsibility or obligation with respect to the custody, receipt
or delivery of securities or other assets of the Funds (including the Account).
In the event that any cash or securities of the Funds are
<PAGE> 4
delivered to the Subadviser, it will promptly deliver the same over to the
Custodian, in the name of the Funds.
(b) Securities Transactions. Unless otherwise required by local
custom, all securities transactions for the Account will be consummated by
payment to or delivery by the Funds of cash or securities due to or from the
Account. The Subadviser will make all reasonable efforts to notify the Custodian
of all orders to brokers for the Account by 9:00 am EST on the day following the
trade date and will affirm the trade within the close of business one (1)
business day after the trade date (T+1).
(c) Tri-Party Agreement. The Subadviser is authorized to enter
into Tri-Party Repurchase Agreements and sign the standard PSA tri-party
agreement (the "Tri-Party Agreement") on behalf of the Client and the
subcustodian thereunder is authorized to act as a subcustodian for the Account's
assets involved in any tri-party repurchase agreement pursuant to such Tri-Party
Agreement.
6. RECORD KEEPING AND REPORTING
(a) Records. Subadviser will maintain proper and complete records
relating to the furnishing of services under this Agreement, including records
with respect to the acquisition, holding and disposition of securities for
Client that are required of an investment adviser to a registered investment
company pursuant to the 1940 Act and the Investment Advisers Act of 1940, and
the rules thereunder, and in accordance with such reasonable instructions as
shall be provided to Subadviser by Client from time to time. All records
maintained pursuant to this Agreement shall be subject to examination by Client
and by persons authorized by it during normal business hours upon reasonable
notice. Except as expressly authorized in this Agreement or as required by
applicable law, regulation or order of court or as directed by other party in
writing, Subadviser and Client shall keep confidential the records and other
information obtained by reason of this Agreement. Upon termination of this
Agreement, Subadviser shall promptly, upon demand, return to Client all records
Client reasonably believes are necessary in order to discharge its
responsibilities to the Funds. Subadviser shall be entitled to retain originals
or copies of records pursuant to the requirements of applicable laws or
regulations.
(b) Reconciliations. Subadviser shall reconcile security and cash
positions, and market values on a monthly basis to the Custodian's records and
report discrepancies to the Client by ten (10) business days after the end of
the month.
(c) Loss Reimbursement. Subadviser shall reimburse the Account
for any material error to the Fund's net asset value caused by Subadviser's
breach of its standard of care set forth in Section 12 that is a direct cause of
a delay in the accurate daily
<PAGE> 5
pricing of the Fund(s), provided such loss was not the result of action or
inaction of other service providers to the Client or the Fund.
(d) Reports. Subadviser shall furnish Client and the Board of
Directors of the Vantagepoint Funds such periodic and special reports and
information as either of them may request, including such information as shall
be reasonably necessary to evaluate the terms of any advisory agreement between
Client and Subadviser with respect to the assets of the Vantagepoint Growth &
Income Fund.
(e) Other Reports on Request. Subadviser shall provide to Client
promptly upon request any information available in the records maintained by
Subadviser relating to the Account.
(f) Review of Materials. During the term of this Agreement, the
Client shall furnish to the Subadviser at its principal office all prospectuses,
statements of additional information, proxy statements, reports to shareholders,
advertising and sales literature or other material prepared for distribution to
Fund shareholders or the public, which refer to the Subadviser or its clients in
any way, prior to the use thereof, and the Client shall not use any such
materials if the Subadviser reasonably objects in writing within ten (10)
business days (or such other time as may be mutually agreed) after receipt
thereof. The Client shall ensure that materials prepared by employees or agents
of the Client or its affiliates that refer to the Subadviser or its clients in
any way are consistent with those materials previously approved by the
Subadviser as referenced in the preceding sentence.
7. PURCHASE AND SALE OF SECURITIES
(a) Selection of Brokers. Except to the extent otherwise
instructed in writing by Client in acting on behalf of the Fund, (it being
understood that Client, acting on behalf of the Fund, may, in its absolute
discretion and consistent with the requirements of the 1940 Act and applicable
federal securities laws, direct portfolio transactions for which Subadviser is
responsible to any broker that Client may see fit), Subadviser shall place all
orders for the purchase and sale of securities on behalf of the Client with
brokers or dealers selected by Subadviser, but not with a person affiliated with
Subadviser, as the term "affiliated person" is defined in the Investment Company
Act of 1940 (hereafter an "Affiliate"), unless the transaction is in compliance
with Rules 17e-1 or 10f-3 under the 1940 Act, as applicable, and the Fund's
policies and procedures thereunder, copies of which shall be provided to
Subadviser.
(b) Best Execution. In placing such orders, the Subadviser will
give primary consideration to obtaining the most favorable price and efficient
execution reasonably available under the circumstances. In evaluating the terms
available for executing particular transactions for Client and in selecting
brokers and dealers to execute such
<PAGE> 6
transactions, the Subadviser may consider, in addition to commission cost and
execution capabilities, the financial stability and reputation of brokers and
dealers and the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by
brokers and dealers. Subadviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
transaction which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Subadviser
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer
in discharging responsibilities with respect to the Account or to other client
accounts as to which it exercises investment discretion.
(c) Bunching Orders. Client agrees that Subadviser may aggregate
sales and purchase orders of Account with similar orders being made
simultaneously for other accounts managed by Subadviser, if in Subadviser's
reasonable judgment such aggregation shall result in an overall economic benefit
or more efficient execution to the Account taking into consideration the
advantageous selling or purchase price, brokerage commission and other expenses.
Client acknowledges that the determination of such economic benefit to the Fund
by Subadviser represents Subadviser's evaluation that the Account is benefited
by relatively better purchase or sales prices, lower commission expenses and
beneficial timing of transactions or a combination of these and other factors.
In such event, allocation of the securities so purchased or sold, as well as
expenses incurred in the transaction, will be made by the Subadviser in a manner
the Subadviser considers to be most equitable and consistent with its fiduciary
obligations to the Fund and to its other clients.
8. INVESTMENT FEES
(a) Fee Schedule. The compensation of the Subadviser for its
services under this Agreement shall be calculated and paid by the Client from
the assets of the Account in accordance with SCHEDULE C hereto.
(b) For purposes of this section 8 and Schedule C, all payments
due to Subadviser shall be solely made from the assets of the Vantagepoint
Growth & Income Fund, a portfolio of the Vantagepoint Funds.
(c) Pro Rata Fee. If the Subadviser should serve for less than
the whole of any calendar quarter, its compensation shall be determined as
provided above on the basis of the ending market value of the Account in the
month in which the termination occurs and shall be payable on a pro rata basis
for the period of the calendar quarter for which it has served as Subadviser
hereunder.
<PAGE> 7
9. BEST EFFORTS; NON-EXCLUSIVITY OF SERVICES
The Subadviser shall devote its best efforts and such time as it
deems necessary to provide prompt and expert service to the Client. The services
of Subadviser to be provided to Client hereunder are not to be deemed exclusive
and Subadviser shall be free to provide similar services for its own account and
the accounts of other persons and to receive compensation for such services.
Client acknowledges that Subadviser and its members, Affiliates and employees,
and Subadviser's other clients may at any time, have, acquire, increase,
decrease, or dispose of positions in the same investments which are at the same
time being held, acquired for or disposed of under this Agreement for the Fund.
Subadviser shall have no obligation to acquire or dispose of a position in any
investment pursuant to this Agreement simply because Subadviser, its directors,
members, Affiliates or employees invest in such a position for its or their own
accounts or for the account of another client.
10. INSIDER TRADING POLICIES AND CODE OF ETHICS
Subadviser hereby represents that it has adopted policies that
meet the requirements of Rule 17j-1 under the Investment Company Act of 1940.
Copies of such policies shall be delivered to the Client upon request, and any
material violation of such policies by personnel of the Subadviser who are
"access persons" with respect to the Account shall be reported to the Client.
11. INSURANCE
At all times during the term of this Agreement, Subadviser shall
maintain, at its own cost and expense, professional liability insurance for
errors, omissions, and negligent acts, in an amount and with such terms as are
standard in the financial services industry for an investment adviser managing
the amount of aggregate assets managed by Subadviser for Client and for the
Subadviser's other clients.
12. LIABILITY
In the absence of any gross negligence, malfeasance, or willful
violation of this Agreement, Subadviser shall not be liable to Client for honest
mistakes of judgment or for action or inaction taken in good faith for a purpose
that the Subadviser reasonably believes to be in the best interests of the
Client or the Fund. However, neither this
<PAGE> 8
provision nor any other provision of this Agreement shall constitute a waiver or
limitation of any rights which Client may have under federal or state securities
laws.
13. TERM
This Agreement shall be in effect for an initial term of two
years beginning on the Effective Date. This Agreement may be renewed thereafter
for successive one-year periods if such renewal is approved annually by the
majority of the Fund's Board of Directors, provided that in such event,
continuance shall also be approved by a vote of those members of the Funds'
Board of Directors who are not "interested persons" as that term is defined in
the Investment Company Act of 1940.
14. TERMINATION
This Agreement may be terminated by either party hereto, without
the payment of any penalty, immediately upon notice to the other in the event of
a material breach of any provision thereof by the party so notified if such
breach shall not have been cured within a twenty (20) day period after notice of
such breach, or otherwise by Subadviser upon sixty (60) days' written notice to
the Client or by Client upon 30 days' written notice to Subadviser, except that
this Agreement shall automatically terminate in the event of its assignment, as
provided in Paragraph 19, at the discretion of the Client in the event of
Subadviser's change in control as provided in Paragraph 19, upon the termination
of the Funds, or upon termination of Client's advisory agreement with the Funds.
Any termination in accordance with the terms of this Agreement shall not cause
the payment of any penalty. Any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other.
15. REPRESENTATIONS
(a) Subadviser hereby confirms to Client that Subadviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
that it has full power and authority to enter into and perform fully the terms
of this Agreement and that the execution of this Agreement on behalf of
Subadviser has been duly authorized and, upon execution and delivery, this
Agreement will be binding upon Subadviser in accordance with its terms.
(b) Client hereby confirms to Subadviser that it is registered as
an investment adviser under the Investment Advisers Act of 1940, that it has
full power and authority to enter into this Agreement and that the execution of
this Agreement on behalf of
<PAGE> 9
Client has been fully authorized and, upon execution and delivery, this
Agreement will be binding upon Client in accordance with its terms.
(c) Subadviser hereby acknowledges that the Vantagepoint Funds is
registered as an open-end investment company under the 1940 Act and is subject
to taxation as a regulated investment company under Subchapter M and the
regulations promulgated thereunder of the Internal Revenue Code. Subadviser
hereby represents that it is familiar with the requirements of such laws and the
rules and regulations thereunder as they apply to the Vantagepoint Funds and has
systems and procedures in place reasonably designed to permit Subadviser,
Client, and the Vantagepoint Funds to comply with such requirement.
16. NOTICES
Notices or other notifications given or sent under or pursuant to
this Agreement shall be in writing and be deemed to have been given or sent if
delivered to the party at its address listed below in person or by telex or
telecopy receipt of which is confirmed or by mail or by registered mail, return
receipt requested. The addresses of the parties are:
CLIENT:
Vantagepoint Investment Advisers, LLC
Attention: Legal Department
c/o ICMA Retirement Corporation
777 North Capitol Street, NE, Ste. 600
Washington, D.C. 20002-4240
SUBADVISER:
Wellington Management Company, LLP
Attention: Regulatory Affairs Department
75 State Street
Boston, MA 02109
Each party may change its address by giving notice as herein
required.
17. SOLE INSTRUMENT
This instrument constitutes the sole and only agreement of the
parties to it relating to its object and correctly sets forth the rights,
duties, and obligations of each party
<PAGE> 10
to the other as of its date. Any prior agreements, promises, negotiations or
representations not expressly set forth in this Agreement are of no force or
effect.
18. WAIVER OR MODIFICATION
No waiver or modification of this Agreement shall be effective
unless reduced to a written document signed by the party to be charged. No
failure to exercise and no delay in exercising, on the part of any party hereto,
of any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof. Only the Chief Executive Officer, has authority on behalf of Client to
modify or waive any of the provisions of the Agreement. It is understood that
certain material amendments may require approval of the Funds shareholders.
19. ASSIGNMENT AND CHANGE IN CONTROL
This Agreement shall automatically terminate in the event of its
assignment. Subadviser agrees to provide immediate written notice in the event
of a change in control. Such a change in control will entitle, but not require,
the Client to terminate the Agreement immediately or upon notice.
20. COUNTERPARTS
This Agreement may be executed in counterparts each of which
shall be deemed to be an original and all of which, taken together, shall be
deemed to constitute one and the same instrument.
21. CHOICE OF LAW
This Agreement shall be governed by, and the rights of the
parties arising hereunder construed in accordance with, the laws of the State of
Delaware without reference to principles of conflict of laws and the 1940 Act.
To the extent that the applicable laws of the State of Delaware conflict with
the applicable provisions of the 1940 Act, the latter shall control.
22. YEAR 2000 STATEMENT
Subadviser certifies that it has taken the steps to address the
Year 2000 problem that are set forth in Subadviser's SEC Form ADV-Y2K, a copy of
which has been
<PAGE> 11
filed with the SEC and provided to Client. Any subsequent SEC filings regarding
this issue shall be provided to Client.
23. VANTAGEPOINT FUNDS AS PARTY TO AGREEMENT
For purposes of Sections 8 (Fees), 12 (Liability), 13 (Term), 14
(Termination), 15 Representations), 16 (Notices), 18 (Waiver or Modification),
19 (Assignment and Change in Control), and 22 (Year 2000 Statement) of the
Agreement, as well as for purposes of Schedule C of the Agreement, the
Vantagepoint Funds is hereby made a party to the Agreement and shall be entitled
to all notices, protections and rights set forth in those Sections and in
Schedule C to which Client is entitled.
<PAGE> 12
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON , 199 and make
it effective on the date set forth.
CLIENT SUBADVISER
Vantagepoint Wellington Management Company, LLP
Investment Advisers, LLC
by: by:
- ------------------------ ------------------------
(signature) (signature)
- ------------------------ ------------------------
Girard Miller, President (name, title)
Date: Date:
FUNDS
The Vantagepoint Funds
by:
- -------------------
Girard Miller, President
Date:
<PAGE> 1
EXHIBIT C
WELLINGTON MANAGEMENT COMPANY, LLP
Schedule of Partners
Partners: 64
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Kenneth L. Abrams Senior Vice President
Nicholas C. Adams Senior Vice President
Rand L. Alexander Senior Vice President
Deborah L. Allinson Senior Vice President
James H. Averill Senior Vice President
Mark J. Beckwith Senior Vice President
Karl E. Bandtel Senior Vice President
Marie-Claude Bernal Senior Vice President
William N. Booth Senior Vice President
Paul Braverman Senior Vice President & Chief Financial Officer
Robert A. Bruno Senior Vice President
Maryann E. Carroll Senior Vice President
Pamela Dippel Senior Vice President
Robert L. Evans Senior Vice President
Lisa D. Finkel Senior Vice President
Charles T. Freeman Senior Vice President
Laurie A. Gabriel Senior Vice President
John H. Gooch Senior Vice President
Nicholas P. Greville Senior Vice President
Paul Hamel Senior Vice President
William C.S. Hicks Senior Vice President
Lucius T. Hill, III Senior Vice President
Paul D. Kaplan Senior Vice President
John C. Keogh Senior Vice President
George C. Lodge, Jr. Senior Vice President
Nancy T. Lukitsh Senior Vice President
Mark T. Lynch Senior Vice President
Christine S. Manfredi Senior Vice President
Patrick J. McCloskey Senior Vice President
Earl E. McEvoy Senior Vice President
Duncan M. McFarland President, Chief Executive Officer and Managing Partner
Paul M. Mecray III Senior Vice President
Matthew E. Megargel Senior Vice President
James N. Mordy Senior Vice President
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Diane C. Nordin Senior Vice President
Stephen T. O'Brien Senior Vice President
Edward P. Owens Senior Vice President
Saul J. Pannell Senior Vice President
Thomas L. Pappas Senior Vice President
Jonathan M. Payson Senior Vice President
Stephen M. Pazuk Senior Vice President/Finance & Treasurer
Phillip H. Perlmuter Senior Vice President
Robert D. Rands Senior Vice President
Eugene E. Record, Jr. Senior Vice President
James A. Rullo Senior Vice President
John R. Ryan Senior Vice President & Managing Partner
Joseph H. Schwartz Senior Vice President
Theodore Shasta Senior Vice President
Binkley C. Shorts Senior Vice President
Trond Skramstad Senior Vice President
Catherine A. Smith Senior Vice President
Stephen A. Soderberg Senior Vice President
Eric Stromquist Senior Vice President
Brendan J. Swords Senior Vice President
Harriett Tee Taggart Senior Vice President
Perry M. Traquina Senior Vice President
Gene R. Tremblay Senior Vice President
Michael A. Tyler Senior Vice President
Mary Ann Tynan Senior Vice President/Secretary
Clare Villari Senior Vice President
Ernst H. von Metzsch Senior Vice President
James L. Walters Senior Vice President/Special Counsel
Kim Williams Senior Vice President
Francis V. Wisneski Senior Vice President
</TABLE>
<PAGE> 3
THE VANTAGEPOINT FUNDS
GROWTH & INCOME FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF THE SHAREHOLDERS, MARCH **, 2000
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Girard Miller and Paul Breault as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of The Vantagepoint Funds (The "Trust") to be held in
the headquarters of the ICMA Retirement Corporation, 777 North Capitol Street,
NE, Suite 600, Washington, DC 20002, on Wednesday, March **, 2000, at 9:30 am
(Eastern Time), and any adjournments or postponements thereof (the "Meeting")
all shares of beneficial interest of the Trust that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the
proposals set forth below respecting: (1) a proposed method of operation under a
"Manager-of-Managers" structure, and (2) the proposed subadvisory agreement
(the "Subadvisory Agreement") between Vantagepoint Investment Advisers, LLC,
("VIA"), the Vantagepoint Growth and Income Fund (the "G & I Fund"), and
Wellington Management Company, LLP, ("Wellington Management") in accordance
with their own judgement, any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:
<TABLE>
<CAPTION>
<S> <C>
Proposal 1: Approve operation under the proposed Manager-of-Managers structure
For [ ] Against [ ] Abstain [ ]
Proposal 2: Approve the Subadvisory Agreement between the G & I Fund, VIA and
( G & I Fund Shareholders Only) Wellington
For [ ] Against [ ] Abstain [ ]
</TABLE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
