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As Filed with the Securities and Exchange Commission On September 15, 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. 5 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940(X)
Amendment No. 9 (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
----
60 days after filing pursuant to paragraph (a)(1) of rule 485
----
on (date) pursuant to paragraph (a)(1) of rule 485
----
X 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.
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THE VANTAGEPOINT FUNDS
PROSPECTUS
DECEMBER 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 nineteen distinct investment portfolios (the "Funds"), each Fund having
different investment objectives.
This prospectus gives you information about six of 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]
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TABLE OF CONTENTS
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<TABLE>
<S> <C>
SUMMARY 1
The Funds 1
FEE TABLES 4
INVESTMENT OBJECTIVES AND POLICIES 7
RISKS OF INVESTING IN THE FUNDS 12
Investment Limitations 13
MANAGEMENT OF THE FUNDS 13
Directors and Officers 15
SHAREHOLDER INFORMATION 16
Share Accounting for All Funds 16
Valuation of Funds 16
Reinvestment of Earnings 16
Pricing and Timing of Transactions 16
Reporting to Investors 17
PURCHASES, EXCHANGES AND REDEMPTIONS 17
Purchases 17
Purchases by Employee Benefit Plans 17
Exchanges and Allocations Among
Funds 18
Exchanges by Telephone 18
VantageLine 18
VantageLink 18
Purchases by IRA Investors 19
DISTRIBUTION ARRANGEMENTS 19
TAXATION 20
</TABLE>
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SUMMARY -- INVESTMENTS, RISKS AND PERFORMANCE
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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--Certain underlying Funds of the Model Portfolio Funds 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
underlying Fund is managed according to a specific style, it is subject to the
risk that other investment styles may outperform its style. To varying degrees,
all of the Funds entail the risk that an investor may lose money.
Performance--The Savings Oriented, Conservative Growth, Traditional Growth and
Long-Term Growth Funds are patterned on, have the same investment objectives,
asset allocation program, and are operated in substantially the same fashion, as
certain funds that have been offered through the ICMA Retirement Trust (the
"Trust"), an unregistered commingled fund that holds and invests the assets of
public sector retirement plans.
THE FUNDS
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INCOME PRESERVATION FUND
Investment Objective--To offer a high level of current income while preserving
principal and limiting fluctuations in the Fund's net asset value per share.
Principal Strategy--To invest in liquid short-term fixed income securities and
other high quality debt instruments.
Principal Risks--The Fund is subject to the general risks associated with the
price fluctuations of fixed income securities, as well as the risk that the
wrapper agreements that it purchases (see p*) will fail to limit fluctuations in
the Fund's net asset value.
THE MODEL PORTFOLIO FUNDS
The Model Portfolio Funds invest in certain other Vantagepoint Funds rather than
investing directly in a portfolio of securities. Each Model Portfolio is
diversified among various asset classes and each reflects a different degree of
potential risk and reward.
Investment Risks--The proportionate amount invested by a Model Portfolio Fund in
each underlying Fund is exposed to the same risks of that underlying Fund. For
example, the portion of a Model Portfolio Fund that is invested in the
Vantagepoint Growth Fund bears the risks of an investment in that Fund.
Asset Allocation--The allocation of each Model Portfolio Fund among asset
classes has been established by Vantagepoint Investment Advisers LLC ("VIA") in
its capacity as investment adviser to the Fund, under the supervision of the
Board of Directors.
Modifications to the Underlying Funds--Any changes made in the underlying Funds,
such as changes in investment objectives, may affect the performance of the
Model Portfolio Funds that invest in the underlying Funds. VIA may alter the
asset allocation or Fund-level allocation of a Model Portfolio Fund at its
discretion.
Rebalancing--If one component of a particular Model Portfolio Fund outperforms
another component over any given time period, the Model Portfolio Fund will
become "out of balance." For example, if the stock component of a Model
Portfolio Fund outperforms the bond portion, the allocation of the stock portion
will increase beyond the predetermined allocation. A material change in
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the predetermined allocation could affect both the level of risk and the
potential for gain or loss.
VIA monitors the performance and underlying Fund allocation of each Model
Portfolio Fund. From time to time, it will be necessary to transfer assets from
one underlying Fund to another in order to rebalance the Model Portfolio Fund.
It is expected that such rebalancing will occur not less frequently than
quarterly.
Performance Information--The bar chart and the performance information following
the description of each Fund illustrate the risks and volatility of an
investment in that Fund. The past performance of a Fund does not necessarily
indicate how the Fund will perform in the future.
The periods prior to December 1, 2000, when the Savings Oriented, Conservative
Growth, Traditional Growth and Long-Term Growth Funds began operating, represent
the performance of a commingled fund that had the same investment objectives,
asset allocation program and policies and was advised by an affiliate of the
Fund's adviser. This performance has been adjusted to reflect current expenses
of each Fund. The commingled fund was not a registered mutual fund so it was not
subject to the same investment and tax restrictions as the Funds. If it had
been, the performance of the commingled funds could have been lower.
The Model Portfolio Funds and their respective investment objectives and
performance history are as follows:
ALL-EQUITY GROWTH FUND
Investment objective--To offer long-term capital growth.
Principal Strategy--To invest in the following Vantagepoint Funds in the
percentages indicated: Equity Income Fund (15 percent), Growth & Income Fund (20
percent), Growth Fund (25 percent), the Aggressive Opportunities Fund (20
percent), and the International Fund (20 percent).
LONG-TERM GROWTH FUND
Investment objective--To offer long-term capital growth.
Principal Strategy--To invest in the following Vantagepoint Funds in the
percentages indicated: Core Bond Index Fund (20 percent), Equity Income Fund (10
percent) Growth & Income Fund (20 percent), Growth Fund (20 percent), the
International Fund (10 percent), Overseas Equity Index (5 percent), and the
Aggressive Opportunities Fund (15 percent).
Performance Information--The bar chart shows changes in the performance of the
Long-Term Growth Fund's shares from year to year.
Long-Term Growth Fund
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
</TABLE>
Performance Table
<TABLE>
<CAPTION>
1 Year 3 Year
------ ------
<S> <C>
</TABLE>
TRADITIONAL GROWTH FUND
Investment objective--To offer moderate capital growth and a reasonable level of
current income.
Principal strategy--To invest in the following Vantagepoint Funds in the
percentages indicated: Income Preservation Fund (30 percent), Core Bond Index
Fund (10 percent), the Equity Income Fund (10 percent), the Growth & Income Fund
(15 percent), the Growth Fund (15 percent), the International Fund (10 percent),
and the Aggressive Opportunities Fund (10 percent).
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Performance Information--The bar chart shows changes in the performance of the
Traditional Growth Fund from year to year.
[TRADITIONAL GROWTH FUND GRAPH]
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
</TABLE>
Performance Table
<TABLE>
<CAPTION>
1 Year 3 Year
------ ------
<S> <C>
</TABLE>
CONSERVATIVE GROWTH FUND
Investment objective--reasonable current income and conservation of principal,
with a modest emphasis on the potential for capital growth.
Principal strategy--To invest in the following Vantagepoint Funds in the
percentages indicated: Income Preservation Fund (50 percent), Growth & Income
Fund (10 percent), the Equity Income Fund (10 percent), the Growth Fund (10
percent), the Core Bond Index Fund (10 percent), Aggressive Opportunities Fund
(5 percent) and the International Fund (5 percent).
Performance Information--The bar chart shows changes in the performance of the
Conservative Growth Fund from year to year.
[CONSERVATIVE GROWTH FUND GRAPH]
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
</TABLE>
Performance Table
<TABLE>
<CAPTION>
1 Year 3 Year
------ ------
<S> <C>
</TABLE>
SAVINGS ORIENTED FUND
Investment objective--preservation of principal, reasonable current income and
growth of principal with limited risk.
Principal Strategy--to invest in the following Vantagepoint Funds in the
percentages indicated: Income Preservation Fund (65 percent), the Equity Income
Fund (10 percent), the Growth & Income Fund (10 percent), the U.S. Treasury
Securities Fund (10 percent), and the International Fund (5 percent).
Performance Information--The bar chart shows changes in the performance of the
Savings Oriented Fund from year to year.
[SAVINGS ORIENTED FUND GRAPH]
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
</TABLE>
Performance Table
<TABLE>
<CAPTION>
1 Year 3 Year
------ ------
<S> <C>
</TABLE>
3
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FEE TABLES
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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.
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<PAGE> 8
ANNUAL FUND OPERATING EXPENSES
(Deducted From Fund Assets)
<TABLE>
<CAPTION>
ADVISORY SUBADVISER OTHER TOTAL
FUNDS FEE EXPENSE EXPENSES EXPENSES
----- -------- ---------- -------- --------
<S> <C> <C> <C> <C>
INCOME PRESERVATION 0.10% ** ** **
MODEL PORTFOLIOS
----------------
ALL EQUITY GROWTH 0.10% N/A *** ***
LONG-TERM GROWTH 0.10% N/A ** ***
TRADITIONAL GROWTH 0.10% N/A ** ***
CONSERVATIVE GROWTH 0.10% N/A *** ***
SAVINGS ORIENTED 0.10% N/A ** ***
</TABLE>
** Amounts shown are equivalent to the total expenses that will be paid by
Class II shareholders. Please see page for the eligibility criteria for
Class II shares.
*** Other than the advisory fee set forth above, the Model Portfolios do not
incur direct operating expenses. However, shareholders in those Funds bear
indirectly the expenses of the underlying Vantagepoint Funds in which they
invest. The expense figure in this column is an estimate of this indirect
expense, based upon each underlying Fund's current expense ratio.
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EXAMPLE
This example is intended to help you compare the cost of investing in the
Vantagepoint 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
----- ---- -----
<S> <C> <C>
INCOME PRESERVATION FUND $ * $ *
Model Portfolios
ALL EQUITY GROWTH $ * $ *
LONG-TERM GROWTH $ * $ *
TRADITIONAL GROWTH $ * $ *
CONSERVATIVE GROWTH $ * $ *
SAVINGS ORIENTED $ * $ *
</TABLE>
** Amounts shown are equivalent to the total expenses that will be paid by Class
II shareholders. Please see page 28 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.
6
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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 the Income Preservation Fund's investments.
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.
INCOME PRESERVATION FUND
General Description and Goals--The Income Preservation Fund seeks to provide
investors with a high level of current income while preserving principal and
limiting fluctuations in the Fund's net asset value per share.
Investment Strategy--To invest in liquid short-term fixed income securities,
such as money market instruments, that a rating agency has rated in one of its
top two short-term ratings categories; and other debt instruments. Such
securities may include U.S. Government and Agency securities, mortgage-backed
securities, asset-backed securities, and corporate securities. Average duration
of the Fund will normally range from 1.5 years to 4 years.
The Fund will seek to limit fluctuations in its net asset value ("NAV") by
purchasing wrapper agreements from financial institutions such as insurance
companies and banks ("wrap providers") that a rating agency has rated in one of
its top two ratings categories. While not designed to fix the Fund's NAV at
$1.00 per share like a money market fund, the wrapper agreements are expected to
enable the Fund to limit fluctuations in its NAV. It is expected that the Fund
will produce a higher rate of return than would a money market fund. However,
there is no guarantee of a higher rate of return, nor is there a guarantee that
the wrapper agreements will in fact stabilize the NAV.
Investment Risks--The Fund is subject to the general risks associated with price
fluctuations of fixed income securities, as well as to the risk that the wrapper
agreements it purchases will fail to achieve the goal of limiting fluctuations
in the Fund's NAV. Wrap providers do not generally assume the credit risk
associated with fixed income securities. Therefore, if the issuer of a
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<PAGE> 11
security defaults on payment of principal or interest or has its credit rating
downgraded, the Fund may have to sell such security quickly and at a price that
may not reflect its current value, and the wrapper agreements generally will not
shield the Fund from any resultant loss.
The Fund is also exposed to the risk that a wrap provider may have its credit
rating lowered, which would require the Fund to seek other suitable wrapper
arrangements, which may not be readily available, or that a wrap provider may
default on its obligations altogether.
Criteria for selecting wrap providers include factors such as asset quality,
both present and potential; capital adequacy; product mix; profitability; and
competence of senior management. Also taken into consideration are ratings as to
"claims paying ability" available through the major independent rating services
(Moody's and Standard & Poor's).
Investment Subadvisers--The Fund is managed by multiple Subadvisers:
Wellington Management Company, LLP (Boston, Massachusetts) serves as a
subadviser to the Fund. Paul Kaplan serves as portfolio manager and has 23 years
of investment experience. Wellington pursues a value-added bond management
strategy focused on security selection within traditional bond sectors.
Payden & Rygel (Los Angeles, California) serves as a subadviser to the Fund.
Brian Matthews serves as portfolio manager and has 20 years of investment
experience. Payden & Rygel pursues a value-added cash management approach.
Pacific Investment Management Co. ("PIMCO") (Newport Beach, California) serves
as subadviser to the Fund. William Gross and John Hague serve as portfolio
managers. Both have over 20 years of investment experience. PIMCO pursues a
value-added bond management strategy, focused on traditional sector and security
selection.
ALL-EQUITY GROWTH FUND
Investment Objective--To offer high long-term capital growth.
Investment Allocation, Strategy and Portfolio Management--The All-Equity Growth
Fund is comprised of investments in the Equity Income Fund (15 percent), Growth
& Income Fund (25 percent), Growth Fund (20 percent), the Aggressive
Opportunities Fund (20 percent), and the International Fund (20 percent). The
All-Equity Growth Fund has a 100 percent allocation to underlying Funds that
invest primarily in stocks. This high allocation can result in considerable
growth in capital, but also involves risk of loss in the event of adverse
developments. This Portfolio Fund can be expected to have the same degree of
volatility as the stock market.
The Funds' assets are allocated among Funds that invest in large-, medium-, and
small-company stocks in both the U.S. and abroad. The Equity Income Fund uses
value-style managers who focus on larger, dividend-paying U.S. corporations. The
Growth & Income Fund uses a combination of value-, core- and growth-style
managers, who seek capital appreciation and dividend income from larger
companies. The Broad Market Index Fund provides exposure to the broadest range
of U.S. stocks. The Growth Fund uses growth- and core-style managers who seek
capital appreciation from investment in large-, medium- and small-sized growth
companies. The Aggressive Opportunities Fund uses aggressive stock managers who
seek high capital appreciation by investing primarily in smaller companies. The
International Fund uses value-, core- and growth-style managers who seek capital
appreciation from non-U.S. stocks. The Overseas Equity Index Fund provides
exposure to a broadly diversified portfolio of stocks in non-U.S., developed
countries.
Suitability for Investors--The 100 percent allocation to stocks and the
inclusion of higher risk strategies means this Portfolio Fund should be
considered an aggressive investment. It may be suitable if you intend to invest
for the long term (10 years or more), are seeking to maximize principal growth,
and are willing to accept short-term losses, which may be substantial, in the
expectation that those losses may be recovered over longer investment periods.
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LONG-TERM GROWTH FUND
Investment Objective--To offer long-term growth.
Investment Allocation Strategy and Portfolio Management--The Long-Term Growth
Fund is comprised of investments in the Core Bond Index Fund (20 percent),
Equity Income Fund (10 percent), Growth & Income Fund (20 percent), Growth Fund
(20 percent), the International Fund (10 percent), Overseas Equity Index (5
percent), and the Aggressive Opportunities Fund (15 percent). The Long-Term
Growth Fund has an 80 percent allocation to underlying Funds that invest
primarily in stocks. This allocation can result in considerable growth in
capital, but also involves risk of loss in the event of adverse developments.
Within the allocation to Funds that invest in stocks, assets are divided among
six underlying Funds: The Growth Fund, which emphasizes medium-sized growth
companies; the Growth & Income Fund, which seeks growth and current income; the
Aggressive Opportunities Fund, which invests primarily in small-capitalization
companies, the International Fund and the Overseas Equity Index Fund, which
further diversify the Fund's investment exposure; and the Broad Market Index
Fund, which provides continuous exposure to the broadest available range of
stocks in the U.S.
The 20 percent fixed-income portion of the Fund is allocated to the Core Bond
Index Fund, which adds yield and reduces the impact of short-term price
volatility in the portion of the Fund allocated to stock funds. It also offers
the Fund an opportunity to participate in changes in interest rates through
investment in high-quality bonds.
Suitability for Investors--The sizable allocation to stocks and the emphasis on
growth stocks mean this Fund should be considered an aggressive investment. It
may be suitable if you intend to invest for the long term (10 years or more),
are seeking to maximize principal growth, and are willing to accept short-term
losses, which may be substantial, in the expectation that those losses may be
recovered over longer investment periods.
TRADITIONAL GROWTH FUND
Investment Objectives--To offer moderate capital growth and reasonable current
income.
Investment Allocation Strategy and Portfolio Management--The Traditional Growth
Fund is comprised of investments in the Income Preservation Fund (30 percent),
Core Bond Index Fund (10 percent), the Equity Income Fund (10 percent), the
Growth & Income Fund (15 percent), the Growth Fund (15 percent), the
International Fund (10 percent), and the Aggressive Opportunities Fund (10
percent). The Traditional Growth Fund's asset allocation is based on the
traditional definition of a balanced portfolio, with 60 percent allocated to
stocks and 40 percent to fixed income. This asset mix is designed to provide the
benefit of the higher returns expected from stocks while the income generated by
fixed-income securities should dampen Fund volatility.
The equity allocation is broadly diversified among large-, medium-, and
small-company stocks in both the U.S. and abroad. The 15 percent invested in the
Equity Income Fund focuses on large, dividend-paying U.S. corporations. The
remaining 35 percent stock position is allocated to more aggressive investments
such as the Growth Fund, which emphasizes medium-sized companies, the Aggressive
Opportunities Fund, which invests in smaller companies and the Growth & Income
Fund, which seeks growth and current income. The International Fund adds a final
level of diversification and opportunity for growth in principal.
The fixed-income portion of the Fund is anchored by a substantial position in
the Income Preservation Fund, which typically provides a consistent and
predictable yield with no fluctuations in price. The allocation to the Core Bond
Index Fund may provide a higher yield and broad access to the bond market, but
includes more volatility than an investment exclusively in the Income
Preservation Fund.
Suitability for Investors--With more than half of the fund invested in stocks,
including growth stocks, a moderate level of volatility should be
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expected. This Fund may be suitable if you wish to participate in the returns
expected from stocks but also want to maintain the predictability obtained from
a significant investment in the Income Preservation Fund. This Fund could be
appropriate if you intend to invest for the intermediate or longer term.
CONSERVATIVE GROWTH FUND
Investment Objective--
To offer reasonable current income and conservation of principal, with a modest
emphasis on the potential for capital growth in principal.
Investment Allocation, Strategy and Portfolio Management--The Conservative
Growth Fund is comprised of investments in the Income Preservation Fund (50
percent), Growth & Income Fund (10 percent), the Equity Income Fund (10
percent), the Growth Fund (10 percent), the Core Bond Index Fund (10 percent),
Aggressive Opportunities Fund (5 percent) and the International Fund (5
percent). This Fund has a moderately conservative asset allocation favoring
current income enhanced with the potential for growth. It attempts to accomplish
this by distributing assets between fixed-income investments (60 percent), the
Income Preservation Fund component of which provides a consistent and
predictable yield, and equities (40 percent), which provide the potential for
greater growth
The assets are further diversified within the two main asset categories. On the
fixed-income side, the stable value Income Preservation Fund and the Core Bond
Index Fund complement each other by attempting to provide stable returns,
consistent income, and broad access to the bond market. This combination offers
the potential for a higher yield, but with more volatility, than an investment
exclusively in the PLUS fund.
The Growth Fund and the Growth & Income Fund add the potential for growth in the
stock portion of the Fund. However, the Fund maintains a conservative portfolio
profile through its emphasis on large, dividend-paying companies in the Equity
Income Fund. International equities add diversification to the Fund and provide
the potential for additional growth.
Suitability for Investors--The Conservative Growth Fund may be a suitable
investment if you seek a fairly predictable current income but also desire the
opportunity for higher returns without high volatility. Although less than half
the Fund is invested in stocks, you should be willing to accept short-term
fluctuations in the value of your investment. This Fund could be appropriate if
you intend to invest for the intermediate term.
SAVINGS ORIENTED FUND
Investment Objectives--To offer preservation of principal, reasonable current
income, and some growth in principal with minimal risk.
Investment Allocation, Strategy and Portfolio Management--The Savings Oriented
Fund is designed to pursue conservation of principal, reasonable current income,
and modest profits without undue risk. It attempts to achieve those objectives
by emphasizing stable value and bond (fixed-income) investments (75 percent),
with the remainder invested in Funds featuring holdings in large company stocks
(20 percent) and international equities (5 percent). The Savings Oriented Fund
is comprised of investments in the Income Preservation Fund (65 percent), the
Equity Income Fund (10 percent), the Growth & Income Fund (10 percent), the U.S.
Treasury Securities Fund (10 percent), and the International Fund (5 percent).
While the principal objective of the Fund is income and preservation of
principal, exposure to U.S. Treasury and Agency securities will cause net asset
value to fluctuate somewhat in response to changes in interest rates. The
exposure to stocks should provide slightly better protection against inflation
than would a fund consisting only of stable value and fixed-income securities.
Diversification among the three investments of marketable securities in the
underlying Funds' dividend-paying stocks of large companies, Treasury
securities, and international equities will result in short-term fluctuations in
the net asset value of the fund.
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Suitability for Investors--The Savings Oriented Fund may be appropriate if you
are seeking to preserve principal with some opportunity for inflation protection
and growth. The Fund may be suitable if you have a low tolerance for price
fluctuations and/or if you wish to invest for the short term. If you are
especially averse to price fluctuations, please refer to the description of the
Income Preservation Fund.
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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. The underlying Vantagepoint Funds of the Model
Portfolios are subject to a number of risks that may affect the value of their
shares and therefore, impact the Model Portfolios. 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 52.99% 28.55% 20.06% 17.87%
WORST -43.34% -12.47% -0.89% 3.11%
AVERAGE 13.28% 10.99% 11.13% 11.18%
</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
12
<PAGE> 16
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 moderate credit
risk. Corporate bonds rated lower than 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 subadvisers, 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 style 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% 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;
(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 an exemptive order from the SEC that
allows VIA to change subadvisers with the approval of the Fund's Board of
Directors and upon notice to shareholders.
13
<PAGE> 17
Compensation for the investment management of the Funds is asset based, i.e., it
consists of an annual percentage fee calculated based on average assets under
management. The fee is paid out of Fund assets. The fees paid to VIA are as
follows:
<TABLE>
<CAPTION>
Funds Advisory Fee Paid
----- -----------------
<S> <C>
INCOME PRESERVATION* .10%
ALL EQUITY GROWTH .10%
LONG-TERM GROWTH .10%
TRADITIONAL GROWTH .10%
CONSERVATIVE GROWTH .10%
SAVINGS ORIENTED .10%
</TABLE>
*Consists of Advisory Fee plus the appropriate subadviser fee
The fees charged by each subadviser to the Income Preservation Fund can be found
in the Statement of Additional Information under the heading "Investment
Advisory and Other Services".
The subadvisers are retained on behalf of the Income Preservation Fund by VIA,
and day-to-day discretionary responsibility for security selection and portfolio
management rests with the subadvisers. VIA supervises and directs the Fund's
investments. The responsibility for overseeing subadvisers rests with VIA's
Investment Division, whose division head, Senior Vice President John Tobey,
reports directly to Girard Miller, CFA, President of VIA.
Mr. Miller has over 16 years of experience in investment management, 6 years as
Chief Executive Officer and President of RC. He holds a Political Economy degree
from the University of Washington, a Masters in Economics from Wayne State
University in Detroit, Michigan, and a Masters of Public Administration from
Syracuse University, and is a Chartered Financial Analyst.
Mr. Tobey began his investment career in 1969. He assumed his current position
with RC in January of 1998. From 1995 to 1998 Mr. Tobey served as President and
Chief Executive Officer of Investment Directions, Inc., and from 1986 to 1994 he
served as President of the Liberty Asset Management Company. He holds a BS
degree in Finance from San Diego State University and an MBA degree from the
Stanford Graduate School of Business.
The investment program and its performance are subject to overall supervision
and periodic review by the Funds' Board of Directors.
The Directors and Officers of the Vantagepoint Funds, together with information
as to present positions and their principal business occupations during the last
five years, are shown below. Directors who are deemed to be "interested
persons", as defined in the Investment Company Act of 1940, are indicated by an
asterisk. The mailing address for the Directors and Officers of the Funds is 777
North Capitol St., NE, Ste. 600, Washington, D.C. 20002-4240.
14
<PAGE> 18
DIRECTORS AND OFFICERS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal Occupations
Name, Address Position During Past 5 years
------------- ---------- -----------------------------------------
<S> <C> <C>
George Bissell Director Chairman of Board
Boston, MA Keystone Group Funds
Donna Gilding Director Chief Investment Officer
New York, NY City of New York Pensions
Robert A. Bowman Director Chief Executive Officer, Outpost.com;
Westport, CT President, Chief Operating Officer and
Director (1995-1998)
Chief Financial Officer (1992-1995)
ITT Corporation
Formerly: State Treasurer State of
Michigan
N. Anthony Calhoun Director Deputy Executive Director and
Chevy Chase, MD Chief Financial Officer
Pension Benefit Guaranty Assoc.
Arthur Lynch Director Director of Finance
Glendale, AZ City of Glendale, Arizona
Eddie Moore Director President, Virginia State University
Petersburg, VA Director -- Universal Corporation
Robin L. Wiessmann Director* Principal
Yardley, PA Dain Rauscher
Girard Miller President President and Chief Executive Officer
Washington, DC ICMA Retirement Corporation
Paul Breault Treasurer Chief Financial Officer (1998 to present)
Washington, DC ICMA Retirement Corporation
Formerly: Senior Vice President and
Retail Group Chief Financial Officer
Fidelity Investments
Paul Gallagher Secretary General Counsel (1998-present)
Washington, DC ICMA Retirement Corporation;
Formerly: Principal and Assistant General
Counsel,
The Vanguard Group
</TABLE>
* Ms. Wiessmann is considered an interested person because she is a member of
the Board of Directors of the ICMA Retirement Corporation. Officers of the
Funds are considered interested persons as defined in the Investment Company
Act of 1940.
15
<PAGE> 19
SHAREHOLDER INFORMATION
--------------------------------------------------------------------------------
(For purposes of the following discussion, unless noted otherwise, "business
day" means the period(s) of time on any given day during which the New York
Stock Exchange is open for business. Unless noted otherwise, "close of business"
means 4:00 p.m. Eastern time on each business day or the final close of business
on any business day during which trading on the New York Stock Exchange is
suspended.)
SHARE ACCOUNTING FOR ALL FUNDS
----------------------------------------------------
The shares represent a dollar-weighted proportional ownership interest in each
of the Funds in which you are invested. The Funds do not issue share
certificates.
The price of a share is known as its net asset value ("NAV"). The daily NAV of a
share is determined at the close of each business day by adding the value of all
of a Fund's investments, plus cash and other assets, deducting liabilities, and
then dividing the result by the number of outstanding shares in the Fund as of
the end of the prior day and rounding the results to the nearest cent. In
valuing underlying fund investments, the Model Portfolios will use the NAVs
reported by the underlying fund. The value of your investment position equals
the number of shares you own multiplied by the current day's NAV.
Since share values and investment returns will fluctuate, an exchange or
redemption at any given time will normally result in your receiving more or less
than the original cost of your investment. Each Fund's share value can be found
daily in the mutual fund listing of most major newspapers under the heading
"Vantagepoint Funds".
VALUATION OF THE FUNDS
----------------------------------------------------
Investment securities held by the Funds are valued daily. Stocks are valued at
the price in effect at the close of business of the exchange on which they are
traded. Bonds are valued using pricing matrices obtained through Merrill Lynch
and other commercial pricing services.
Securities for which market quotations are not readily available are valued
according to methods established by the Board of Directors that are believed to
reflect fair value. If values of foreign securities have been materially
affected by events occurring after the close of a foreign market, foreign
securities may be valued by another method that the Board of Directors believes
reflects fair value.
REINVESTMENT OF EARNINGS
----------------------------------------------------
All earnings of the Funds (interest, dividend income, and capital gains) are
reinvested in the Funds and used to purchase additional shares.
PRICING AND TIMING OF TRANSACTIONS
----------------------------------------------------
Purchases, exchanges and redemptions are executed at the NAV next calculated
after the Fund or its transfer agent receives the transaction request. For
example, under normal circumstances, a transaction request received at 9:30 a.m.
on a business day is executed at the same price as that of a transaction request
received at 3:00 p.m. -- at that day's closing price. If the Funds receive a
transaction request in the morning, you do not insulate yourself from market
gains or losses during the rest of the business day. A transaction request
received after the calculation of the NAV on one day will be executed at the
price in effect at the close of the next business day. Transaction requests by
facsimile must be received by 12 noon to receive that day's NAV.
16
<PAGE> 20
REPORTING TO INVESTORS
----------------------------------------------------
With respect to any investment transaction reports you may receive from
Vantagepoint Funds, review these reports carefully, and call the toll-free
customer service line at 1-800-669-7400 or contact the Funds on-line at
[email protected]. immediately if you see any discrepancies. In order
to correct a discrepancy, the Funds must be notified within 120 days of the
close of the calendar quarter in which the discrepancy occurs.
PURCHASES, EXCHANGES, AND REDEMPTIONS
--------------------------------------------------------------------------------
PURCHASES
----------------------------------------------------
The Funds are open for investment exclusively by (i) the ICMA Retirement Trust;
(ii) the employee benefit plans of state and local governments and their
agencies and instrumentalities (including retirement and deferred compensation
plans established under Sections 401 and 457, respectively, of the Internal
Revenue Code of 1986, as amended); and (iii) Individual Retirement Accounts
("IRAs") of employees of state and local governments and the IRAs of other
persons having a familial or otherwise close relationship to those public sector
employees. The details of such eligibility criteria are set forth in the account
application.
The Income Preservation Fund is available for purchase only by IRA shareholders,
as described above, and by the Model Portfolio Funds.
Class I shares of the Funds 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 $30 million.
Class II shares are open to (i) qualifying public sector employee benefit plans
that invest directly in the Funds and have qualifying assets in excess of $75
million with an average participant balance of at least $35 thousand; 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 $30 million so
invested. Other plans with average account balances or other features that are
expected to afford a Fund with certain economies of scale in servicing employee
benefit plan participant accounts, may also qualify for Class II shares.
There are no minimum investment amounts, front-end sales charges, deferred sales
charges, back-end sales or redemption charges associated with investment in the
Vantagepoint Funds.
The Vantagepoint Funds reserve the right in their sole discretion to (i) 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 the Fund or
Funds.
PURCHASES BY EMPLOYEE
BENEFIT PLANS
----------------------------------------------------
Employee benefit plans must fill out a retirement plan account form that is to
be signed by the plan's trustee or other authorized official.
Investors may submit purchase orders to the Funds as often as daily. Payments
may be transmitted by check, wire, and Automated Clearing House, although it is
preferred that the Funds receive assets by wire. Investment detail must be
submitted on paper forms, diskette, magnetic tape, or electronically.
Purchase orders received in good order prior to next calculation of the NAV (or
12 noon with respect to fax instructions) are posted to investor accounts at the
closing NAV of that day, or if the day the contributions are received is not a
business day, at the closing NAV of the next business day. Purchase orders
received in good order after close of business are posted at the closing NAV of
the next business day.
With respect to purchases made through the ICMA Retirement Trust, or by certain
employee benefit
17
<PAGE> 21
plans and other types of omnibus accounts, other arrangements may be negotiated
as to the timing and delivery of purchase instructions.
Posting of contributions to investor accounts is contingent upon submission of
purchase orders in good order to the Vantagepoint Funds. This means that the
requests must be accompanied by sufficient detail to enable the Vantagepoint
Funds to allocate assets properly. If a purchase request is not received in good
order, the deposit is held in a non-interest bearing account until all necessary
information is received. If the purchase request is still not in good order
after three business days, the assets are returned to the investor. Purchases
received for unidentified accounts for which no account form has been received
will be returned to the investor.
EXCHANGES AND ALLOCATIONS
AMONG FUNDS
----------------------------------------------------
Investors may submit exchange requests daily in writing or by telephone
exclusively through the VantageLine phone system at 1-800-669-7400. Remember
that an exchange is a two-part transaction-a redemption of shares in one Fund
and a purchase of shares in another Fund.
Exchange requests received in good order prior to close of business on the New
York Stock Exchange (normally 4:00 p.m. Eastern Time), or 12 noon for fax
instructions, on a business day are posted to investor accounts at that day's
closing NAV. Exchange requests received in good order after close of business
will be posted at the closing NAV of the next business day.
The allocation of new purchase amounts among the Funds may be changed by
investors without charge or limitation.
Written confirmations are normally sent to Investors on the business day
following the day the transaction occurs. Investors should verify the accuracy
of information in confirmations immediately upon receipt.
EXCHANGES BY TELEPHONE
----------------------------------------------------
Investors may make daily exchanges through VantageLine, the Funds' automated
service line by calling 1-800-669-7400. Instructions received through
VantageLine must be accompanied by a Personal Identification Number. In
addition, verbal instructions given to a telephone representative will be
accepted upon verification of your identity and will be tape recorded to permit
verification. Written confirmations are normally sent to investors on the
business day following the day the transactions occur. Investors should verify
the accuracy of information in confirmations immediately upon receipt. See
"VantageLine" below for more information.
VANTAGELINE
----------------------------------------------------
The Funds maintain VantageLine, an automated service line for the benefit of
investors who have access to touch-tone telephones. You may use VantageLine to
make exchanges among Funds and change your investment allocation. The phone
number is 1-800-669-7400.
VantageLine is normally available 24 hours a day, seven days a week for your
convenience; however, service availability is not guaranteed. Neither the Funds,
the Funds' investment adviser nor the Funds' transfer agent will be responsible
for any loss (or foregone gain) you may experience as a result of the service
being unavailable or inoperative.
Should the VantageLine service or the "800" number become unavailable,
transactions may be made by VantageLink, as described below, or by express mail
at the shareholders' expense (see back cover for the Fund's address).
VANTAGELINK
----------------------------------------------------
The Funds maintain VantageLink, a home page on the Internet. The address is
http://www.icmarc.org. Information available from the Internet includes account
balances (which requires a special password), investment allocations, and
investment per-
18
<PAGE> 22
formance. You may also execute transactions or make changes in your investment
allocation via VantageLink. The transfer agent for the Funds will require that
instructions received over the Internet be accompanied by a Personal
Identification Number. Written confirmations will normally be sent on the
business day after the transaction occurs. You should verify the accuracy of
information in confirmations immediately upon receipt.
VantageLink is normally available 24 hours a day, seven days a week. However,
service availability is not guaranteed. Like other Internet-based services,
VantageLink may be subject to external transmission problems that are beyond the
control of the Funds' management. Accordingly, neither the Funds, the Funds'
investment adviser, nor the Funds' transfer agent will be responsible for any
loss (or foregone gain) you may incur as a result of service being unavailable
or delayed.
PURCHASES BY IRA INVESTORS
----------------------------------------------------
PAYROLL DEDUCTION IRAS
Purchases made through payroll deduction of IRA contributions will be handled
the same as purchases made by employee benefit plans, but will require a
separate account form. Timing of investment, exchanges, and available services
will be the same as those for employee benefit plans. See "Purchases by Employee
Benefit Plans."
NON-PAYROLL DEDUCTION IRAS
First time IRA investors must fill out an IRA account application and mail it to
the Funds along with a check. Please call 1-800-669-7400 for assistance when you
are establishing a non-payroll deduction IRA account. Timing of investment,
exchanges, and available services will be the same as those for employee benefit
plans. See "Purchases by Employee Benefit Plans."
REDEMPTIONS
Shares may be redeemed at any time, subject to certain restrictions imposed by
the Internal Revenue Code on the timing of distributions under tax-favored
employee benefit plans and IRAs. If investment in the Funds has been made
through one or more of these plans, please call 1-800-669-7400 regarding these
restrictions. With the exception of redemptions that are made to effect
exchanges among the Vantagepoint Funds, redemption requests must be in writing.
REDEEMING SHARES IN WRITING
Write a letter of instruction with:
* Name of retirement plan, if applicable
* If a non-payroll IRA, your name and address
* The Fund's name
* Your Fund account number
* The dollar amount or number of shares to be redeemed
* How assets are to be distributed (by mail or by wire)
* If funds are to be distributed by wire, wire instructions.
A signature guarantee may be required, at the Funds' discretion, for certain
redemptions.
DISTRIBUTION ARRANGEMENTS
----------------------------------------------------
ICMA-RC Services, LLC (RC Services) serves as distributor to the Funds. RC
Services receives no compensation for its services as distributor.
19
<PAGE> 23
TAXATION
--------------------------------------------------------------------------------
The Vantagepoint Funds intend to elect to be treated and to qualify each year as
a regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended. A regulated investment company generally is not subject to
federal income tax on income and gains distributed in a timely manner to its
shareholders. The Fund intends to distribute capital gains annually. The Funds
will distribute dividends monthly, and all of the remaining Funds will
distribute dividends annually.
Normally, distributions to shareholders are taxable as income or capital gains
when such income and gains are distributed to them. However, shareholders who
invest in the Funds through section 401 plans, section 457 plans or IRAs, will
have earnings reinvested. If that is the case, the income is not taxable in the
year in which it is earned.
20
<PAGE> 24
The Statement of Additional
Information ("SAI") includes
additional information about the
Vantagepoint Funds. The SAI has been
filed with the Securities and Exchange
Commission ("SEC") and is incorporated
by reference into this prospectus.
This means that the SAI, for legal
purposes, is part of this prospectus.
Additional information about the
Funds' investments is available in the
annual and semi-annual reports to
shareholders. In the Funds' annual
report, you will find a discussion of
the market conditions and investment
strategies that significantly affected
the Funds' performance during its last
year.
You can obtain a free copy of the SAI
and the most recent annual or
semi-annual report by calling
1-800-669-7400. You may also call
1-800-669-7400 to request other
information or to make shareholder
inquiries.
Information about the Fund (including
the SAI) can be reviewed and copied at
the Securities and Exchange
Commission's Public Reference Room in
Washington, D.C., or from the EDGAR
Database on the SEC's website
(http://www.sec.gov). Information on
the operation of the Public Reference
Room may be obtained by calling the
Commission at 1-202-942-8090. Copies
of this information may be obtained
upon payment of a duplicating fee, by
writing to: Securities and Exchange
Commission, Public Reference Section,
Washington, D.C. 20549-0102. You may
also obtain this information, upon
payment of a duplicating fee, by
e-mailing the SEC at the following
address: [email protected].
Reports and other information about
the Funds are also available on the
Commission's Internet site at
http://www.sec.gov.
Investment Company Act file numbers:
811-08941; 333-60789
[RECYCLE LOGO]
THIS PROSPECTUS IS PRINTED ENTIRELY ON
RECYCLED PAPER.
<PAGE> 25
THE VANTAGEPOINT FUNDS
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 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 nineteen distinct investment portfolios (the "Funds"), six of which
are described in this Statement of Additional Information ("SAI"). Each Fund
has a different investment objective. This SAI contains additional information
about the Funds.
This SAI is not a prospectus however, it is incorporated by reference into, and
should be read in conjunction with, the Funds' current prospectus, dated
December 1, 2000 respectively. A copy of the prospectus may be obtained by
writing to the Funds or calling 1-800-669-7400.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives & Policies........................................... 2
Underlying Funds' Investment Policies .....................................
Management of The Vantagepoint Funds....................................... 7
Control Persons and Principal Holders of Securities........................ 8
Investment Advisory and Other Services..................................... 8
Portfolio Transactions..................................................... 12
Capital Stock and Other Securities......................................... 13
Purchase, Redemption, and Pricing of Shares................................ 14
Taxation of the Fund....................................................... 15
Calculation of Performance Data............................................ 15
Legal Counsel, Independent Auditors, & Custodian........................... 17
</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 underlying Funds of
the Model Portfolios and the Income Preservation Fund. VIA supervises and
directs each Fund's investments. The Vantagepoint Funds are as follows:
Actively Managed Fund: Income Preservation Fund
Model Portfolios Funds: All Equity Growth Fund
Long-Term Growth Fund
Traditional Growth Fund
Conservative Growth Fund
Saving Oriented Fund
The following discussion of investment objectives and policies supplements the
discussion of those objectives and policies that is set forth in the
prospectus.
1
<PAGE> 26
INVESTMENT OBJECTIVES AND POLICIES
The Model Portfolio Funds respective investment objectives and principal
investment strategies are described in the prospectus. The following information
supplements, and should be read in conjunction with, the Prospectus. The Model
Portfolio Funds pursue their objectives by investing all of their assets in
shares of other mutual funds. The Model Portfolio Funds currently allocate their
assets among the various portfolios offered by The Vantagepoint Funds. Each
current underlying fund's investment objective and principal investment
strategies are described in The Vantagepoint Funds' current Prospectus.
Currently, the Model Portfolios expect to be fully invested in shares of
underlying funds, but may purchase other securities, such as money market
securities, for cash management purposes or when investing for temporary
defensive purposes. The Adviser may not buy all of these instruments or use all
of these techniques unless it believes that doing so will help a Fund achieve
its goal.
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 SAI
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.
The assets of the Income Preservation Fund are managed by one or more
subadvisers. Subadvisers are retained to manage a particular portion of the
Fund under the terms of written investment advisory contracts with VIA.
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
subadviser may be found in the prospectus and this SAI.
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.
COMPARATIVE INDEXES
The underlying Funds of the Model Portfolios 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/BARRA Value Index -- a subset of the S & P 500 Index that
includes stocks with lower price-to-book ratios.
Wilshire 5000 Equity Index -- consists of common equity securities of companies
domiciled in the U.S. for which daily pricing is available; the broadest
measure of the U.S. equity market.
Wilshire 4500 Equity Index -- consists of all stocks in the Wilshire 5000
except for those included in the Standard & Poor's 500 Index; represents mid-
and small-capitalization companies.
Morgan Stanley Capital International EAFE Index ("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") A
subset of the EAFE Index, that excludes securities that are not available for
purchase by foreign investors.
Lehman Brothers Long-Term Treasury Bond Index -- consists of all Treasury
obligations with maturities of 10 years or greater.
2
<PAGE> 27
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.
ELIGIBLE INVESTMENTS
In addition to the securities and financial instruments described in the
prospectus, the underlying Vantagepoint Funds and the Income Preservation Fund
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.
Currently, the Model Portfolios expect to be fully invested in shares of
underlying funds.
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 underlying Funds of the Model Portfolios and the Income Preservation Fund
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.
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.
The Income Preservation Fund may invest to a limited extent in high yield
securities and non-dollar denominated debt securities.
The Fund's investments in high yield securities may expose it to a substantial
degree of credit risk. Prices of high yield securities will rise and fall
primarily in response to actual or perceived changes in the issuer's financial
health, although changes in market interest rates also will affect prices. High
yield securities may experience reduced liquidity and sudden and substantial
decreases in price.
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 and the underlying Funds of
the Model Portfolios, 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 SEC;
(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);
3
<PAGE> 28
(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 SAI 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 SAI. 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
(11) Invest more than 25% of its assets in any single industry, except for the
Money Market Fund and Income Preservation 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).
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 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 Board of Directors of the Fund has adopted Insider Trading Policies
pursuant to Rule 17j-1 under the Investment Company Act of 1940. This policy
applies to the personal investing activities of its access persons as defined
by Rule 17j-1. The policy is designed to prevent unlawful practices in
connection with the purchase and sale of securities by access persons. Under
the policy, access
4
<PAGE> 29
persons are permitted to engage in personal securities transactions, but are
required to report their personal securities transactions for monitoring
purposes. A copy of this policy is on file with the Securities & Exchange
Commission and is available to the public.
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.
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 SEC.
VIA provides investment advisory services to each of the Vantagepoint Funds,
including the Model Portfolios and the Income Preservation Fund 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>
Model Portfolios .10 %
-------
Income Preservation Fund .10 %
-------
</TABLE>
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.
5
<PAGE> 30
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
0.20% 0.15%
</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 the Income Preservation 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, 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.
<TABLE>
<CAPTION>
INCOME PRESERVATION FUND
ASSETS
SUBADVISER MANAGED FEE
------------------------------------- --------------------- ------------
<S> <C> <C>
Wellington First $100 million 0.25%
Over $100 million 0.15%
Payden & Rygel First $200 million .10%
Next $100 million .08%
Over $300 million .08%
PIMCO
All Assets 0.25%
</TABLE>
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
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 the Income Preservation 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
6
<PAGE> 31
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.
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' custodian 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.
The __________ 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 $30 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 $75 million with
an average participant balance of at least $35 thousand 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 $30 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);
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<PAGE> 32
* The check is being made payable to someone other than the account owner;
* 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:
n
P(1+T) = ERV
<TABLE>
<S> <C> <C>
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).
</TABLE>
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:
8
<PAGE> 33
6
YIELD = 2(a-b + 1) - 1
---
cd
<TABLE>
<S> <C> <C>
Where: a = dividends and interest earned during the period;
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.
</TABLE>
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.
9
<PAGE> 34
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.
10
<PAGE> 35
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS
<TABLE>
<S> <C>
(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.
(c) Not applicable.
(d)(1) Master Investment Advisory Agreement between Registrant and
Vantagepoint Investment Advisors, LLC ("VIA") 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) Sub-Advisory Agreement - First Pacific Advisors, Inc. re: the Aggressive
Opportunities Fund incorporated herein by reference to Exhibit (d)(2) of
Post-Effective Amendment No. 4 to the Registration Statement, filed on
April 28, 2000.
(d)(3) Sub-Advisory Agreement - Massachusetts Financial Services re: the Aggressive
Opportunities Fund incorporated herein by reference to Exhibit (d)(3) of
Post-Effective Amendment No. 4 to the Registration Statement, filed on April
28, 2000.
(d)(4) Sub-Advisory Agreement -TCW Fund Management re: the Aggressive Opportunities
Fund incorporated herein by reference to Exhibit (d)(4) of Post-Effective
Amendment No. 4 to the Registration Statement, filed on April 28, 2000.
(d)(5) Sub-Advisory agreement - Capital Guardian Trust Company re: the International
Fund incorporated herein by reference to Exhibit (d)(5) of Post-Effective
Amendment No. 4 to the Registration Statement, filed on April 28, 2000.
(d)(6) Sub-Advisory Agreement - Lazard Asset Management re: the International Fund
incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment
No. 4 to the Registration Statement, filed on April 28, 2000.
(d)(7) Sub-Advisory Agreement - Rowe Price-Fleming re: the International Fund
incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment
No. 4 to the Registration Statement, filed on April 28, 2000.
(d)(8) Sub-Advisory Agreement - Barclays Global Fund Advisors re: the Growth Fund to
be filed by amendment.
(d)(9) Sub-Advisory Agreement - Fidelity Management Trust Company re: the Growth Fund
incorporated herein by reference to Exhibit (d)(9) of Post-Effective Amendment
No. 4 to the Registration Statement, filed on April 28, 2000.
(d)(10) Sub-Advisory Agreement - TCW Funds Management, Inc. re: the Growth Fund incorporated
herein by reference to Exhibit (d)(10) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
</TABLE>
2
<PAGE> 36
<TABLE>
<S> <C>
(d)(11) Sub-Advisory Agreement -Tukman Capital Management, Inc. re: the Growth Fund to be filed
by amendment.
(d)(12) Sub-Advisory Agreement - Brown Capital Management, Inc. re: the Growth Fund to be filed
by amendment.
(d)(13) Sub-Advisory Agreement - Capital Guardian Trust Company re: the Growth & Income Fund
incorporated herein by reference to Exhibit (d)(14) of Post-Effective Amendment No. 4
to the Registration Statement, filed on April 28, 2000.
(d)(14) Sub-Advisory Agreement - Putnam Investment Management, Inc. re: the Growth & Income Fund
incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(15) Sub-Advisory Agreement - Wellington Management Company LLP re: the Growth & Income Fund
incorporated herein by reference to Exhibit (d)(16) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(16) Sub-Advisory Agreement - Barrow, Hanley, Mewhinney & Strauss, Inc. re: the Equity Income Fund
incorporated herein by reference to Exhibit (d)(17) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(17) Sub-Advisory Agreement - T. Rowe Price Associates re: the Equity Income Fund incorporated herein
by reference to Exhibit (d)(18) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(18) Sub-Advisory Agreement - Wellington Management Company, LLP re: the Equity Income Fund incorporated
herein by reference to Exhibit (d)(19) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(19) Sub-Advisory Agreement - AVATAR Investors Associates Corp. re: the Asset Allocation Fund incorporated
herein by reference to Exhibit (d)(20) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(20) Sub-Advisory Agreement - Mellon Capital Management re: the Asset Allocation Fund incorporated herein
by reference to Exhibit (d)(21) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(21) Sub-Advisory Agreement - Wilshire Asset Management re: the Asset Allocation Fund incorporated herein
by reference to Exhibit (d)(22) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(22) Sub-Advisory Agreement - Payden & Rygel Investment Counsel re: the Asset Allocation Fund incorporated
herein by reference to Exhibit (d)(23) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(23) Sub-Advisory Agreement - SEIX Investment Advisor, Inc. re: the U.S. Treasury Securities Fund
incorporated herein by reference to Exhibit (d)(24) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(24) Sub-Advisory Agreement - Payden & Rygel Investment Counsel re: the Income Preservation Fund is filed
herewith.
(d)(25) Sub-Advisory Agreement - Wellington Management Company, LLP re: the Income Preservation Fund is filed
herewith.
(d)(26) Sub-Advisory Agreement - Pacific Investment Management Company re: the Income Preservation Fund is filed
herewith.
(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.
</TABLE>
3
<PAGE> 37
<TABLE>
<S> <C>
(h) Transfer Agency Agreement is incorporated herein by reference to Exhibit (h) of
Post-Effective Amendment No. 4 to the Registration Statement, filed April 28, 2000.
(i) Legal Opinion of Morgan, Lewis & Bockius LLP incorporated herein by reference to Exhibit (i) of
Post-Effective Amendment No. 4 to the Registration Statement, filed on April 28, 2000.
(j) Not applicable
(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.
(p) Insider Trading Policy adopted pursuant to Rule 17j-1 adopted May 18, 2000 is filed herewith.
(p)(1) Code of Ethics for Atlanta Capital to be filed by later amendment.
(p)(2) Code of Ethics for Brown Capital Management, Inc. to be filed by later amendment.
(p)(3) Code of Ethics for Payden & Rygel Investment Counsel to be filed by later amendment.
(p)(4) Code of Ethics for Tukman Capital Management, Inc. to be filed by later amendment.
(p)(5) Code of Ethics for Wilshire Asset Management to be filed by later amendment.
(p)(6) Code of Ethics for AIM Advisors, Inc. incorporated herein by reference to Exhibit o(2)
Post-Effective Amendment No. 12 to the Registration Statement for Short Term Investments Co., filed
on May 23, 2000, Securities Act File No. 033-66240, Accession No. 0000899243-00-001400.
(p)(7) Code of Ethics for AVATAR Investors Associates Corporation incorporated herein by reference to
Exhibit (p)(iii) of Post-Effective Amendment No. 66 to the Registration Statement for Advisors
Series Trust, filed on August 23, 2000 Securities Act File No. 333-17391, Accession No.
0000950147-00-001305.
(p)(8) Code of Ethics for Barclays Global Investors, N.A. incorporated herein by reference to Exhibit
(p.ii) of Post-Effective Amendment No. 2 to the Registration Statement for iShares Trust, filed
on May 12, 2000, Securities Act File No. 333-92935, Accession No. 0000950130-00-002860.
(p)(9) Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, Inc. incorporated herein by reference to
Exhibit (p)(iii) of Post-Effective Amendment No. 32 to the Registration Statement for American
AAdvantage Funds, filed on July 7, 2000, Securities Act No. 033-11387, Accession No.
0000950134-00-005545.
(p)(10) Code of Ethics for Capital Guardian Trust Company incorporated herein by reference to Exhibit
(p)(13) of Post Effective Amendment No. 31 to the Registration Statement for Endeavor Series
Trust, filed on June 2, 2000, Securities Act File No. 033-27352, Accession No.
0000908737-00-000195.
</TABLE>
4
<PAGE> 38
<TABLE>
<S> <C>
(p)(11) Code of Ethics for Fidelity Management Trust Company incorporated herein by reference to
Exhibit (p)(1) of Post-Effective Amendment No. 69 to the Registration Statement for Fidelity
Commonwealth Trust, filed on April 20, 2000, Securities Act File No. 002-52322, Accession No.
0000205323-00-000011.
(p)(12) Code of Ethics for First Pacific Advisors, Inc. incorporated herein by reference to Exhibit
(p)(2) of Post-Effective Amendment No. 49 to the Registration Statement for FPA Capital Fund,
filed on August 1, 2000, Securities Act File No. 002-28157, Accession No.
0000912057-00-034043.
(p)(13) Code of Ethics for Lazard Asset Management incorporated herein by reference to Exhibit (p) of
Post-Effective Amendment No. 20 to the Registration Statement for The Lazard Funds, filed on
August 15, 2000, Securities Act File No. 033-40682, Accession No. 0000899681-00-000289.
(p)(14) Code of Ethics for Mellon Bank Corporation incorporated herein by reference to Exhibit (p) of
Post-Effective Amendment No. 16 to the Registration Statement for Vanguard Quantitative
Portfolios, filed on March 24, 2000, Securities Act File No. 033-08553, Accession No.
0000932471-00-000398.
(p)(15) Code of Ethics for Massachusetts Financial Services incorporated herein by reference to
Exhibit 16 of Post-Effective Amendment No. 35 to the Registration Statement for MFS Series
Trust I, filed on March 15, 2000, Securities Act File No. 033-07638, Accession No.
0000950156-00-000175.
(p)(16) Code of Ethics for Putnam Investments incorporated herein by reference to Exhibit 15b of
Post-Effective Amendment No. 27 to the Registration Statement for Putnam Funds Trust, filed
on May 17, 2000, Securities Act File No. 333-00515, Accession No. 0000928816-00-000234.
(p)(17) Code of Ethics for Rowe Price-Fleming incorporated herein by reference to Exhibit (p)(7) of
Post-Effective Amendment No. 32 to the Registration Statement for Endeavor Series Trust,
filed on August 11, 2000, Securities Act File No. 033-27352, Accession No.
0000908737-00-00315.
(p)(18) Code of Ethics for SEIX Investment Advisors, Inc. incorporated herein by reference to
Exhibit (h14) of Post-Effective Amendment No. 10 to the Registration Statement for Tiff
Investment Program, Inc., filed on April 28, 2000, Securities Act File No. 033-73408,
Accession No. 000950130-00-002425.
(p)(19) Code of Ethics for TCW Funds Management, Inc. incorporated herein by reference to Exhibit
(p)(20) of Post-Effective Amendment No. 10 to the Registration Statement for SEI
Institutional Managed Trust, filed on July 3, 2000, Securities Act File No. 033-09504,
Accession No. 0000912057-00-030741.
(p)(20) Code of Ethics for T. Rowe Price Associates, Inc. incorporated herein by reference to
Exhibit 15 of Post-Effective Amendment No. 79 to the Registration Statement for T. Rowe
Price International Funds, filed on April 28, 2000, Securities Act File No. 002-65539,
Accession No. 0000313212-00-000090.
(p)(21) Code of Ethics for Wellington Management Company, LLP incorporated herein by reference
to Exhibit p.(iii) of Post-Effective Amendment No. 15 to the Registration Statement for
Hartford Mutual Funds, Inc., filed on April 28, 2000, Securities Act File No. 333-02381,
Accession No. 0000950135-00-002381.
</TABLE>
5
<PAGE> 39
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
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. Wiessmann is a member of the Board of Directors of the ICMA Retirement
Corporation.
6
<PAGE> 40
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>
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
7
<PAGE> 41
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. 5 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, the District of Columbia on the 15th day of
September, 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.
Signatures Title
* President September 15, 2000
-------------------------
Girard Miller
* Treasurer September 15, 2000
-------------------------
Paul Breault
* Trustee September 15, 2000
-------------------------
George Bissell
* Trustee September 15, 2000
-------------------------
Robert A. Bowman
* Trustee September 15, 2000
-------------------------
N. Anthony Calhoun
* Trustee September 15, 2000
-------------------------
Donna Gilding
* Trustee September 15, 2000
-------------------------
Arthur Lynch
* Trustee September 15, 2000
-------------------------
Eddie Moore
* Trustee September 15, 2000
-------------------------
Robin L. Wiessmann
*By /s/ PAUL F. GALLAGHER
------------------------------
Paul F. Gallagher
Attorney-in-Fact
8
<PAGE> 42
EXHIBIT INDEX
<TABLE>
<S> <C>
(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.
(c) Not applicable.
(d)(1) Master Investment Advisory Agreement between Registrant and Vantagepoint Investment Advisors,
LLC ("VIA") 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) Sub-Advisory Agreement - First Pacific Advisors, Inc. re: the Aggressive Opportunities Fund
incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(3) Sub-Advisory Agreement - Massachusetts Financial Services re: the Aggressive Opportunities Fund
incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(4) Sub-Advisory Agreement - TCW Fund Management re: the Aggressive Opportunities Fund incorporated
herein by reference to Exhibit (d)(4) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(5) Sub-Advisory agreement - Capital Guardian Trust Company re: the International Fund incorporated
herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(6) Sub-Advisory Agreement - Lazard Asset Management re: the International Fund incorporated herein
by reference to Exhibit (d)(6) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(7) Sub-Advisory Agreement - Rowe Price-Fleming re: the International Fund incorporated herein by
reference to Exhibit (d)(7) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(8) Sub-Advisory Agreement - Barclays Global Fund Advisors re: the Growth Fund to be filed by
amendment.
(d)(9) Sub-Advisory Agreement - Fidelity Management Trust Company re: the Growth Fund incorporated
herein by reference to Exhibit (d)(9) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(10) Sub-Advisory Agreement - TCW Funds Management, Inc. re: the Growth Fund incorporated herein by
reference to Exhibit (d)(10) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(11) Sub-Advisory Agreement - Tukman Capital Management, Inc. re: the Growth Fund to be filed by amendment.
(d)(12) Sub-Advisory Agreement - Brown Capital Management, Inc. re: the Growth Fund to be filed by amendment.
(d)(13) Sub-Advisory Agreement - Capital Guardian Trust Company re: the Growth & Income Fund incorporated
herein by reference to Exhibit (d)(14) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(14) Sub-Advisory Agreement - Putnam Investment Management, Inc. re: the Growth & Income Fund incorporated
herein by reference to Exhibit (d)(15) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(15) Sub-Advisory Agreement - Wellington Management Company LLP re: the Growth & Income Fund incorporated
herein by reference to Exhibit (d)(16) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
</TABLE>
10
<PAGE> 43
<TABLE>
<S> <C>
(d)(16) Sub-Advisory Agreement - Barrow, Hanley, Mewhinney & Strauss, Inc. re: the Equity Income Fund
incorporated herein by reference to Exhibit (d)(17) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(17) Sub-Advisory Agreement - T. Rowe Price Associates re: the Equity Income Fund incorporated herein by
reference to Exhibit (d)(18) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(18) Sub-Advisory Agreement - Wellington Management Company, LLP re: the Equity Income Fund incorporated
herein by reference to Exhibit (d)(19) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(19) Sub-Advisory Agreement - AVATAR Investors Associates Corp. re: the Asset Allocation Fund incorporated
herein by reference to Exhibit (d)(20) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(20) Sub-Advisory Agreement - Mellon Capital Management re: the Asset Allocation Fund incorporated herein
by reference to Exhibit (d)(21) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(21) Sub-Advisory Agreement - Wilshire Asset Management re: the Asset Allocation Fund incorporated herein
by reference to Exhibit (d)(22) of Post-Effective Amendment No. 4 to the Registration Statement,
filed on April 28, 2000.
(d)(22) Sub-Advisory Agreement - Payden & Rygel Investment Counsel re: the Asset Allocation Fund incorporated
herein by reference to Exhibit (d)(23) of Post-Effective Amendment No. 4 to the Registration
Statement, filed on April 28, 2000.
(d)(23) Sub-Advisory Agreement - SEIX Investment Advisor, Inc. re: the U.S. Treasury Securities Fund
incorporated herein by reference to Exhibit (d)(24) of Post-Effective Amendment No. 4 to the
Registration Statement, filed on April 28, 2000.
(d)(24) Sub-Advisory Agreement - Payden & Rygel Investment Counsel re: the Income Preservation Fund is filed
herewith.
(d)(25) Sub-Advisory Agreement - Wellington Management Company, LLP re: the Income Preservation Fund is filed
herewith.
(d)(26) Sub-Advisory Agreement - Pacific Investment Management Company re: the Income Preservation Fund is filed
herewith.
(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.
(h) Transfer Agency Agreement is incorporated herein by reference to exhibit (h) of Post-Effective
Amendment No. 4 to the Registration statement, filed April 28, 2000.
(i) Legal Opinion of Morgan, Lewis & Bockius LLP incorporated herein by reference to exhibit (i) of
Post-Effective Amendment No. 4 to the Registration statement, filed on April 28, 2000.
(j) Not applicable
(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.
(p) Insider Trading Policy adopted pursuant to Rule 17j-1 adopted May 18, 2000 is filed herewith.
(p)(1) Code of Ethics for Atlanta Capital to be filed by later amendment.
(p)(2) Code of Ethics for Brown Capital Management, Inc. to be filed by later amendment.
(p)(3) Code of Ethics for Payden & Rygel Investment Counsel to be filed by later amendment.
(p)(4) Code of Ethics for Tukman Capital Management, Inc. to be filed by later amendment.
(p)(5) Code of Ethics for Wilshire Asset Management to be filed by later amendment.
(p)(6) Code of Ethics for AIM Advisors, Inc. incorporated herein by reference to Exhibit o(2)
Post-Effective Amendment No. 12 to the Registration Statement for Short Term
</TABLE>
11
<PAGE> 44
<TABLE>
<S> <C>
Investments Co., filed on May 23, 2000, Securities Act File No. 033-66240, Accession No.
0000899243-00-001400.
(p)(7) Code of Ethics for AVATAR Investors Associates Corporation incorporated herein
by reference to Exhibit (p)(iii) of Post-Effective Amendment No. 66 to the
Registration Statement for Advisors Series Trust, filed on August 23, 2000,
Securities Act File No. 333-17391, Accession No. 0000950147-00-001305.
(p)(8) Code of Ethics for Barclays Global Investors, N.A. incorporated herein by
reference to Exhibit (p.ii) of Post-Effective Amendment No. 2 to the
Registration Statement for iShares Trust, filed on May 12, 2000, Securities Act
File No. 333-92935, Accession No. 0000950130-00-002860.
(p)(9) Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, Inc. incorporated herein by
reference to Exhibit (p)(iii) of Post-Effective Amendment No. 32 to the Registration
Statement for American AAdvantage Funds, filed on July 7, 2000, Securities Act No.
033-11387, Accession No. 0000950134-00-005545.
(p)(10) Code of Ethics for Capital Guardian Trust Company incorporated herein by reference to
Exhibit (p)(13) of Post Effective Amendment No. 31 to the Registration Statement for
Endeavor Series Trust, filed on June 2, 2000, Securities Act File No. 033-27352,
Accession No. 0000908737-00-000195.
(p)(11) Code of Ethics for Fidelity Management Trust Company incorporated herein by reference
to Exhibit (p)(1) of Post-Effective Amendment No. 69 to the Registration Statement for
Fidelity Commonwealth Trust, filed on April 20, 2000, Securities Act File No.
002-52322, Accession No. 0000205323-00-000011.
(p)(12) Code of Ethics for First Pacific Advisors, Inc. incorporated herein by reference to
Exhibit (p)(2) of Post-Effective Amendment No. 49 to the Registration Statement for FPA
Capital Fund, filed on August 1, 2000, Securities Act File No. 002-28157, Accession No.
0000912057-00-034043.
(p)(13) Code of Ethics for Lazard Asset Management incorporated herein by reference to Exhibit
(p) of Post-Effective Amendment No. 20 to the Registration Statement for The Lazard
Funds, filed on August 15, 2000, Securities Act File No. 033-40682, Accession No.
0000899681-00-000289.
(p)(14) Code of Ethics for Mellon Bank Corporation incorporated herein by reference to Exhibit
(p) of Post-Effective Amendment No. 16 to the Registration Statement for Vanguard
Quantitative Portfolios, filed on March 24, 2000, Securities Act File No. 033-08553,
Accession No. 0000932471-00-000398.
(p)(15) Code of Ethics for Massachusetts Financial Services incorporated herein by reference
to Exhibit 16 of Post-Effective Amendment No. 35 to the Registration Statement for
MFS Series Trust I, filed on March 15, 2000, Securities Act File No. 033-07638,
Accession No. 0000950156-00-000175.
(p)(16) Code of Ethics for Putnam Investments incorporated herein by reference to Exhibit 15b
of Post-Effective Amendment No. 27 to the Registration Statement for Putnam Funds
Trust, filed on May 17, 2000, Securities Act File No. 333-00515, Accession No.
0000928816-00-000234.
(p)(17) Code of Ethics for Rowe Price-Fleming incorporated herein by reference to Exhibit
(p)(7) of Post-Effective Amendment No. 32 to the Registration Statement for Endeavor
Series Trust, filed on August 11, 2000, Securities Act File No. 033-27352, Accession
No. 0000908737-00-00315.
(p)(18) Code of Ethics for SEIX Investment Advisors, Inc. incorporated herein by reference to
Exhibit (h14) of Post-Effective Amendment No. 10 to the Registration Statement for
Tiff Investment Program, Inc., filed on April 28, 2000, Securities Act File No.
033-73408, Accession No. 000950130-00-002425.
(p)(19) Code of Ethics for TCW Funds Management, Inc. incorporated herein by reference to
Exhibit (p)(20) of Post-Effective Amendment No. 10 to the
</TABLE>
12
<PAGE> 45
<TABLE>
<S> <C>
Registration Statement for SEI Institutional Managed Trust, filed on July
3, 2000, Securities Act File No. 033-09504, Accession No. 0000912057-00-030741.
(p)(20) Code of Ethics for T. Rowe Price Associates, Inc. incorporated herein by
reference to Exhibit 15 of Post-Effective Amendment No. 79 to the Registration
Statement for T. Rowe Price International Funds, filed on April 28, 2000,
Securities Act File No. 002-65539, Accession No. 0000313212-00-000090.
(p)(21) Code of Ethics for Wellington Management Company, LLP incorporated herein by
reference to Exhibit p.(iii) of Post-Effective Amendment No. 15 to the
Registration Statement for Hartford Mutual Funds, Inc., filed on April 28,
2000, Securities Act File No. 333-02381, Accession No. 0000950135-00-002381.
</TABLE>
13
