SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
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| The Vantagepoint Funds | ||||
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THE VANTAGEPOINT FUNDS
Low Duration Bond Fund Inflation Protected Securities Fund Equity Income Fund Growth & Income Fund Growth Fund Select Value Fund Aggressive Opportunities Fund Discovery Fund International Fund Diversifying Strategies Fund Core Bond Index Fund 500 Stock Index Fund Broad Market Index Fund Mid/Small Company Index Fund Overseas Equity Index Fund | Model Portfolio Conservative Growth Fund Model Portfolio Traditional Growth Fund Model Portfolio Long-Term Growth Fund Model Portfolio All-Equity Growth Fund Milestone Retirement Income Fund Milestone 2010 Fund Milestone 2015 Fund Milestone 2020 Fund Milestone 2025 Fund Milestone 2030 Fund Milestone 2035 Fund Milestone 2040 Fund Milestone 2045 Fund Milestone 2050 Fund |
777 NORTH CAPITOL STREET, NE,
SUITE 600
WASHINGTON, D.C. 20002
NOTICE OF ACTION BY WRITTEN CONSENT
To the Shareholders of The Vantagepoint Funds (the “VP Fund”):
Pursuant to Article 5, Section 2 of the Amended Agreement and Declaration of Trust of the VP Fund, notice is hereby given that, by written consent delivered to the VP Fund dated May 2, 2013, VantageTrust, the holder of a majority of the VP Fund’s outstanding shares as of March 31, 2013 (the “Majority Shareholder”), elected Mr. Michael R. Beasley as a Class 2 director of the VP Fund. Mr. Beasley’s service as a Class 2 director is expected to begin on or about July 1, 2013. The VP Fund’s Information Statement accompanies this Notice.
The Information Statement is being furnished by the Board of Directors (the “Board”) of the VP Fund to inform shareholders about the recent election of Mr. Beasley as a Class 2 director of the VP Fund. On February 13, 2013, after extensive discussion and meetings, the Board’s Nominating and Governance Committee determined to recommend to the Board that it nominate Mr. Beasley as a Class 2 director. On that same date and after considering the Nominating and Governance Committee’s recommendation, the Board nominated Mr. Beasley as a Class 2 director, and determined to recommend to VP Fund shareholders that they elect Mr. Beasley as a Class 2 director. On April 25, 2013, the Board of Directors of VantageTrust Company, LLC voted all shares of each series of the VP Fund held by the Majority Shareholder to elect Mr. Beasley as a Class 2 director, and instructed the VP Fund’s investment adviser (pursuant to such adviser’s proxy voting policies) to vote all shares of each series of the VP Fund held by the Model Portfolio Funds and Milestone Funds to elect Mr. Beasley as a Class 2 director.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
Joan McCallen, President
May 9, 2013
THE VANTAGEPOINT FUNDS
Low Duration Bond Fund Inflation Protected Securities Fund Equity Income Fund Growth & Income Fund Growth Fund Select Value Fund Aggressive Opportunities Fund Discovery Fund International Fund Diversifying Strategies Fund Core Bond Index Fund 500 Stock Index Fund Broad Market Index Fund Mid/Small Company Index Fund Overseas Equity Index Fund | Model Portfolio Conservative Growth Fund Model Portfolio Traditional Growth Fund Model Portfolio Long-Term Growth Fund Model Portfolio All-Equity Growth Fund Milestone Retirement Income Fund Milestone 2010 Fund Milestone 2015 Fund Milestone 2020 Fund Milestone 2025 Fund Milestone 2030 Fund Milestone 2035 Fund Milestone 2040 Fund Milestone 2045 Fund Milestone 2050 Fund |
777 NORTH CAPITOL STREET, NE,
SUITE 600
WASHINGTON, D.C. 20002
INFORMATION STATEMENT
Important Notice Regarding Internet Availability of this Information Statement:
This Information Statement is available athttp://www.icmarc.org/x3333.xml?RFID=W427.
This Information Statement is being furnished by the Board of Directors (the “Board”) of The Vantagepoint Funds (the “VP Fund”) to inform shareholders about the election of Mr. Michael R. Beasley as a Class 2 director of the VP Fund. On February 13, 2013, after extensive discussion and meetings, the Board’s Nominating and Governance Committee determined to recommend to the Board that it nominate Mr. Beasley as a Class 2 director. On that same date and after considering the Nominating and Governance Committee’s recommendation, the Board nominated Mr. Beasley as a Class 2 director, and determined to recommend to VP Fund shareholders that they elect Mr. Beasley as a Class 2 director. By written consent delivered to the VP Fund dated May 2, 2013, the holder of a majority of the outstanding shares of the VP Fund (determined as of March 31, 2013) elected Mr. Beasley as a Class 2 director. Mr. Beasley’s service as a Class 2 director is expected to begin on or about July 1, 2013.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being made available on or about May 13, 2013 to shareholders of record at the close of business on March 31, 2013.
The VP Fund will pay the costs associated with preparing and distributing this Information Statement to shareholders.
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FINANCIAL INFORMATION
Shareholders can obtain a copy of the VP Fund’s most recent Annual Report and any Semi-Annual Report following the Annual Report, without charge, by writing the VP Fund at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002 or by calling the VP Fund toll free at 1-800-669-7400.
INTRODUCTION
On February 13, 2013, the Board nominated, and determined to recommend that the shareholders of the VP Fund elect, Mr. Michael R. Beasley as a Class 2 director of the VP Fund. On that same date, the Board also authorized and directed the officers of the VP Fund to seek the written consent of the holder of a majority of the outstanding shares of the VP Fund to the election of Mr. Beasley as a director of the VP Fund.
On April 25, 2013, the Board’s recommendations were presented to the board of directors of VantageTrust Company, LLC, a New Hampshire non-depository banking company (“VantageTrust Company”). As of March 31, 2013 (the record date for this information statement) and April 25, 2013, a majority of the voting shares of each series of the VP Fund (a “Series”) were held, either directly, or indirectly through the Model Portfolio Funds and the Milestone Funds, by VantageTrust (the “Majority Shareholder”), a group trust established and maintained by VantageTrust Company. In addition, VantageTrust Company has the power to vote the shares of the VP Fund held directly by VantageTrust, and pursuant to the proxy voting policies of Vantagepoint Investment Advisers, LLC (“VIA”), the VP Fund’s investment adviser, VIA generally will seek instructions from the board of directors of VantageTrust Company on how to vote the shares of each Series held by the Model Portfolio Funds and Milestone Funds, and will cast such Series’ votes in accordance with the instructions received. VantageTrust Company is an affiliate of VIA.
On April 25, 2013, the board of directors of VantageTrust Company voted all shares of each Series held by the Majority Shareholder, and pursuant to VIA’s proxy voting policies, instructed VIA to vote all shares of each Series held by the Model Portfolio Funds and Milestone Funds, to elect Mr. Beasley as a Class 2 director. Pursuant to Article V, Section 4 of the VP Fund’s Amended Agreement and Declaration of Trust (the “Declaration of Trust”), this action was documented by written consent dated May 2, 2013.
Mr. Beasley’s service as a Class 2 director to fill the unexpired term of Mr. Arthur R. Lynch is expected to begin on or about July 1, 2013 and the term will end on October 31, 2016. At the conclusion of this term, Mr. Beasley is expected to be eligible to serve for an additional term.
Mr. Lynch has announced that he would resign from the Board effective at the end of the day on June 30, 2013.
REASONS FOR AND PROCESS OF ELECTING A NEW DIRECTOR
The Declaration of Trust limits the length of service of each Class 1 or Class 2 director to twelve consecutive years (starting October 31, 2001). In anticipation that certain directors would reach their service limits in October 2013, an independent, third-party executive search firm was retained to identify individuals with qualifications appropriate to the Board’s needs for consideration by the Nominating and Governance Committee as potential candidates for nomination as directors. The executive search firm identified and presented individuals to the Nominating and Governance Committee for its consideration, and the Nominating and Governance Committee selected certain of the individuals presented to be interviewed as potential candidates.
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The Nominating and Governance Committee interviewed and evaluated these individuals based generally on the considerations described below under “Nominating and Governance Committee.” The by-laws of the VP Fund (“VP By-laws”) provide that the Chair of the board of directors of VantageTrust Company (“VTC Board Chair”) and the Chair of the board of directors of ICMA Retirement Corporation (“ICMA-RC Board Chair”) each designate one person to serve as an advisor to the Nominating and Governance Committee. The VP By-laws also provide that the selection, nomination and election of directors who are not “interested persons” of the VP Fund, as that terms is defined under the Investment Company Act of 1940 (“Independent Directors”), resides with the Independent Directors. Accordingly, the VTC Board Chair and the ICMA-RC Board Chair were present for these interviews, but were not present during, and did not participate in, the Nominating and Governance Committee’s deliberations.
After extensive discussion and meetings, the Nominating and Governance Committee, which is composed of all of the directors of the VP Fund who are Independent Directors (except Dorothy D. Hayes), unanimously selected, nominated and determined to recommend Mr. Beasley to the Board for approval as a nominee to stand for election by shareholders of the VP Fund as a Class 2 Independent Director.
On February 13, 2013, after consideration of the Nominating and Governance Committee’s recommendations, the Board, and separately the Independent Directors, nominated Mr. Beasley as a Class 2 director. In addition, on February 13, 2013, the Board resolved to recommend to VP Fund shareholders that they elect Mr. Beasley as a Class 2 director.
The Board sought shareholder approval of the new Class 2 director because, under the Investment Company Act of 1940 (the “1940 Act”), the directors can fill a vacancy on the Board without shareholder approval only if, immediately after filling the vacancy, at least two-thirds (2/3) of the directors will have been elected by shareholders. If the Board had appointed Mr. Beasley as a director without obtaining shareholder approval, less than 2/3 of the directors would have been elected by shareholders. Accordingly, the Board sought approval from shareholders, and did so pursuant to Article V, Section 4 of the Declaration of Trust. Under that section, any action taken by VP Fund shareholders may be taken without a meeting if shareholders holding a majority of shares entitled to be voted on the matter consent to the action in writing. As noted above, by written consent delivered to the VP Fund dated May 2, 2013, the Majority Shareholder elected Mr. Beasley as a new Class 2 director, effective on or about July 1, 2013.
EXPERIENCE AND QUALIFICATIONS OF MR. MICHAEL R. BEASLEY
Current Board Memberships — Mr. Beasley is Chairman Emeritus and a member of the Board of Directors of Strategic Investment Solutions, Inc., a pension consulting firm registered as an investment adviser with the Securities and Exchange Commission (“SEC”).
Previous Business Experience — Mr. Beasley has held several senior positions within the investment management industry during the past 40 years. He began his investment career at Merrill Lynch Pierce Fenner & Smith Inc. from 1973 to 1986, serving in various positions before becoming a Vice President within the firm’s Capital Markets Group. He later joined Callan Associates Inc., a SEC registered investment adviser and pension consulting firm, initially as a Managing Director from 1986 to 1991 and then as Executive Vice President and Head of Consulting from 1991 to 1993. In 1994, Mr. Beasley co-founded Strategic Investment Solutions, Inc., where he served as Chairman and Chief Executive Officer until his retirement in 2012.
Mr. Beasley also served as an officer in the U.S. Army from 1969 to 1973.
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Educational Background— Mr. Beasley earned an A.A. degree from the New Mexico Military Institute.
Information About Mr. Beasley’s Qualifications, Experience, Attributes and Skills — The Board believes that Mr. Beasley possesses the specific qualifications, experience, attributes and skills necessary to serve as a Director of the VP Fund. In particular, Mr. Beasley has experience in the investment management field as well as executive, consulting and financial experience having served in a variety of positions at several firms that are registered as investment advisers with the SEC.
MANAGEMENT OF THE VP FUND
The VP Fund is governed by its Board of Directors. The directors stand in the position of fiduciaries to the VP Fund and its shareholders and, as such, they have a duty of due care and loyalty, and are responsible for protecting the interests of the VP Fund, and the Series and their shareholders. The directors are responsible for overseeing and managing the business and affairs of the VP Fund and the Series. The VP Fund has three classes of directors: Class 1, Class 2 and Class 3. Class 1 and Class 2 directors serve terms that end on or around the fifth anniversary of their commencement. The Class 3 director serves a one year term. The Board is composed of seven directors, six of whom are Independent Directors. After Mr. Beasley takes office on or about July 1, 2013, the composition of the Board in terms of classes of directors and number of Independent Directors will remain the same. The Board met seven times during the VP Fund’s last fiscal year.
The Board has three standing Committees: the Audit Committee, the Investment Committee and the Nominating and Governance Committee. Each Committee is comprised solely of Independent Directors and operates pursuant to a charter adopted by the Board. The Chair of the Board, the Chair of the Audit Committee and the Chair of the Investment Committee are Independent Directors. The Chair of the Board does not serve as the President of the VP Fund.
In addition to presiding at Board or Committee meetings, the Chairs of the Board and the Committees also review agendas for Board and Committee meetings and generally act as liaisons with management. The Chair of the Board or the Chair of a Committee may also perform such other functions as may be delegated by the Board or Committee from time to time. In addition, the Chair of the Board may delegate his or her powers and duties to the other Directors or to the officers of the VP Fund as he or she deems appropriate, provided that such delegation is consistent with applicable legal and regulatory requirements. See also “Board Committees” below.
The Board believes that its leadership structure is appropriate because it allows the Board to exercise informed business judgment over matters under its purview and allocates areas of responsibility among Committees of the Board and the full Board in a manner that seeks to enhance effective oversight. The Board also believes its leadership structure is appropriate in light of the current characteristics of the VP Fund and its operations, which include, among other things, the fact that all the Series are organized under a single statutory trust, that the Independent Directors constitute a majority of the Board, the amount of assets under management in the VP Fund, the investment objectives of the Series and the ownership of the VP Fund’s shares.
Risk oversight forms part of the Board’s general oversight of the Series’ investment program and operations and is addressed as part of various regular Board and Committee activities. Like most mutual funds, the actual day-to-day business of the VP Fund, including the day-to-day management of risk is performed by certain of the VP Fund’s third party service providers, such as the VP Fund’s investment adviser, subadvisers, distributor and administrator. The Board and its Audit Committee and Investment Committee consider risk management matters at meetings held throughout the year. For example, the
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Audit Committee considers risks related to financial reporting and controls and meets regularly with the VP Fund’s independent accountant to review reports on such matters and periodically with the internal auditor of the parent company of the VP Fund’s investment adviser to consider reports on certain internal audits relating to the Series. The Investment Committee considers, and meets regularly with the personnel of the VP Fund’s investment adviser to discuss, the investment performance of the Series, including investment risk and the use by the subadvisers of various investment strategies, such as the use of derivatives. In addition, under the multi-management structure, the VP Fund’s investment adviser is responsible for day-to-day oversight, including risk management oversight, of the services provided by the various subadvisers.
VIA, the VP Fund’s investment adviser, and certain other service providers prepare regular written reports for Board and Committee meetings that address a variety of risk-related matters. In addition, the Board, the Audit Committee and the Investment Committee may request and receive special written reports or presentations on certain risk-related matters. VIA also prepares reports for the Board that enable the Board to monitor the number of fair valued securities in a particular Fund, the reasons for the fair valuation and the methodology used to arrive at the fair value.
The Board also has appointed a Chief Compliance Officer (“CCO”) for the VP Fund, who oversees the development and implementation of the VP Fund’s compliance policies and procedures, which are designed to mitigate risks relating to the possibility of non-compliance with the federal securities laws. The CCO meets quarterly with all directors and separately in executive session with the Independent Directors, provides presentations to the Board at its quarterly meetings, and presents an annual written compliance report to the Board concerning compliance matters. The CCO also provides regular, and upon request, special, written reports to the Board regarding the operation of the VP Fund’s compliance policies and procedures. The CCO also discusses relevant risk issues affecting the VP Fund during executive sessions with the Board and the Independent Directors. In addition, in the event any material risk issues arise, the CCO or other officers of the VP Fund report such issues to the Board. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. In addition, it is not possible to identify, prevent or mitigate all risks that may adversely affect the VP Fund.
VIA serves as investment adviser to each Series of the VP Fund, and employs a supporting staff of management personnel needed to provide the requisite services to the Series and also furnishes the VP Fund with necessary office space, furnishings, and equipment. See “General Information – Investment Adviser” below for more information.
BOARD COMMITTEES
The Board has established three standing committees: Nominating and Governance Committee, Investment Committee and Audit Committee.
Nominating and Governance Committee — The Nominating and Governance Committee consists of all of the Board’s Independent Directors (other than Dorothy D. Hayes) and operates pursuant to a charter adopted by the Board. The Committee is responsible for evaluating qualifications of candidates for Board membership and making recommendations for nominees to the Board (and, with regard to nominations of independent director candidates, makes recommendations to the other Independent Directors).
As a general matter, the Nominating and Governance Committee seeks candidates (i) who, in its judgment, will serve the best interests of the VP Fund’s shareholders and are willing and able to contribute to the Board’s oversight and decision-making functions, and (ii) whose background will complement the experience, skills and diversity of the other directors and add to the overall effectiveness of the Board.
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The Nominating and Governance Committee may retain an executive search firm to identify candidates for Board membership. In addition, the Nominating and Governance Committee may identify candidates for Board membership through personal and business contacts of directors and any other source the Committee deems appropriate. The Nominating and Governance Committee’s process for evaluating a candidate generally includes a review of the candidate’s background and experience, a check of the candidate’s references and other due diligence, interviews with Nominating and Governance Committee members, and holding meetings of the Committee to deliberate regarding candidate qualifications.
In considering a candidate’s qualifications, the Nominating and Governance Committee generally considers the potential candidate’s educational background, business or professional experience, and reputation. In addition, all candidates for Board membership must demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member. The Nominating and Governance Committee may adopt, but has not yet adopted, additional specific, minimum qualifications that the Committee believes a candidate must meet before being considered for Board membership, subject to approval by the full Board. The Nominating and Governance Committee takes into consideration any such factors as it deems appropriate in determining whether to recommend a particular candidate to the Board. These factors may include (but are not limited to): (a) personal integrity and accountability; (b) whether or not the individual has any relationships that might impair his or her ability to act independently of the VP Fund’s investment adviser and principal service providers, such as any business, financial or family relationships with the foregoing (and generally whether the candidate would have any conflicts of interest in serving as a director, if elected or appointed); (c) business judgment; (d) knowledge of the mutual fund industry; (e) skills in matters relevant to the oversight of the VP Funds (e.g., investment-related, accounting/finance); (f) the individual’s perceived ability to work collaboratively with other members of the Board; (g) experience with registered investment company, corporate, non-profit or other institutional oversight bodies having similar responsibilities; and (h) interest and appreciation for the public sector and participation in community, charitable or other similar activities. With respect to a candidate for Independent Director, the Nominating and Governance Committee also considers whether the candidate, if elected, would qualify as an Independent Director for purposes of applicable regulations.
While the Nominating and Governance Committee or Board has not adopted a formal policy on, or a particular definition of, diversity with respect to identifying candidates, when considering a candidate, the Committee and Board generally seek to achieve a group that reflects a diversity of education, background, skills and experiences and that is diversified as to gender and race.
The Nominating and Governance Committee will review shareholder recommendations to fill vacancies, provided they are submitted in writing, addressed to the Committee and mailed to the VP Fund at 777 North Capitol Street, NE, Suite, 600, Washington, D.C., 20002. The Committee will periodically review Board member compensation and reviews, as necessary, the responsibilities of any Board committee. The Nominating and Governance Committee also makes recommendations to the Board for nomination for membership on Board committees and reviews committee assignments. The Nominating and Governance Committee held eight meetings during the fiscal year ended December 31, 2012. The Nominating and Governance Committee’s charter is attached as Appendix A.
Investment Committee — The Investment Committee consists of all of the Board’s Independent Directors and operates pursuant to a charter adopted by the Board. The responsibilities of the Investment Committee include: receiving and reviewing reports from VIA on the investment performance of each Fund, including subadviser performance; reviewing and considering recommendations from VIA
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regarding proposed new Funds and proposed changes to the investment objectives and strategies for existing Funds; reviewing and considering recommendations from VIA regarding proposed new Fund subadvisers, proposed changes to the target allocations of the assets of a Fund among its existing subadvisers, and the termination of subadvisers; reviewing and considering recommendations from VIA regarding any proposed changes among the underlying Funds in which the Model Portfolio Funds or the Milestone Funds invest and to the target allocations to such underlying Funds; and periodically reviewing the investment performance benchmarks and peer group comparisons for each Fund and any changes to such benchmarks or peer groups that may be proposed from time to time by VIA. The Investment Committee held five meetings during the fiscal year ended December 31, 2012.
Audit Committee — The members of the Audit Committee are: N. Anthony Calhoun, Dorothy D. Hayes, Arthur R. Lynch, and Timothy M. O’Brien. The Board has determined that Messrs. Calhoun Lynch and O’Brien are “audit committee financial experts” as that term has been defined under the federal securities laws. The Audit Committee operates pursuant to a charter adopted by the Board. The responsibilities of the Audit Committee include: acting as a liaison between the independent registered public accountants and the Board and overseeing the VP Fund’s accounting and financial reporting practices; approving the engagement, retention and termination of auditors; evaluating the independence of the auditors; meeting with the auditors to discuss the scope of the audit, audit results and any matters of concern that may be raised by the auditors. The Audit Committee reports to the Board on significant results of the Committee’s activities. The Audit Committee held four meetings during the fiscal year ended December 31, 2012.
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INFORMATION ABOUT THE VP FUND’S DIRECTORS AND OFFICERS
The following table provides information about the VP Fund’s directors (including director-elect Mr. Beasley) and officers. Each director oversees all of the VP Fund’s Series. When Mr. Beasley takes office, he also will oversee all of the VP Fund’s Series. The business mailing address for the directors and officers (including the director-elect) is 777 North Capitol Street, NE, Suite 600, Washington, D.C. 20002.
INDEPENDENT DIRECTORS
Name and Age | Positions | Term/Service | Principal | Directorship(s) of | ||||
N. Anthony Calhoun (65) | Director, Audit Committee Member and Chair, Investment Committee and Nominating and Governance Committee Member | October 31, 2013; Director since November 1998 | Independent Consultant (financial consulting) (April 2009 – present); Executive Deputy State Treasurer — Commonwealth of Pennsylvania (August 2007 – March 2009) | N/A | ||||
George M. Chamberlain, Jr. (66) | Director, Investment Committee and Nominating and Governance Committee Member | October 31, 2014; Director since January 2012 | Director and Vice President, Legal and Business Affairs — SCM Advantage LLC (supply chain consulting) (October 2009 – present); Principal — GMC Consulting (corporate consulting) (May 1999 – present) Board member — Alzheimer’s Association Delaware Valley Chapter (January 2008 – present); Board member — Trapp Family Lodge Cooperative (non-profit) (April 2008 – present); Board member and Vice Chair — Walnut Street Theater (January 2000 – June 2010) | N/A | ||||
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Name and Age | Positions | Term/Service | Principal | Directorship(s) of | ||||
Donna K. Gilding (73) | Director, Investment Committee Member and Chair, and Nominating and Governance Committee Member | October 31, 2013; Director since November 1998 | Chief Investment Officer — Lowenhaupt Global Advisors, LLC (Sept. 2006 – present); Trustee (2007 – present) and Chair of Investment Committee (2009 – present) — The National YMCA Fund, Inc. | N/A | ||||
Dorothy D. Hayes (62) | Director, Audit Committee Member and Investment Committee Member | October 31, 2014; Director since April 2013 | Director, Chair of the Enterprise Risk Committee, and member of Executive Committee — First Tech Federal Credit Union (2011 – present); Director and Chair of the Finance Committee — American Leadership Forum — Silicon Valley (2011 – present); Director (2010 – present), Chair of the Audit Committee (2010 – 2013) and Chair of the Board of Directors and member of Executive and Fund Development Committees (2012 – present) — Silicon Valley FACES; Trustee, chair of the finance committee, member of the executive committee, and member of the investment committee — Computer History Museum (2006 – present); Director and Chair of the Audit Committee — Range Fuels (development-stage biofuels company) (2008 – 2012); Director and Chair of the Finance Committee — Addison Avenue Federal Credit Union (2002 – 2010); Trustee — Foothills Foundation, Foothills Congregational Church (church foundation) (2004 – present); Vice President, Internal Audit — Intuit, Inc. (financial software and services company) (2005 – 2008) | N/A | ||||
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Name and Age | Positions | Term/Service | Principal | Directorship(s) of | ||||
Arthur R. Lynch (58) | Director, Audit Committee Member, Investment Committee Member, and Nominating and Governance Committee Member | October 31, 2013;o Director since November 1998 | President and Chief Executive Officer — SRJ Government Consultants, LLC (October 2009 – present); Deputy City Manager — City of Glendale, Arizona (2005 – October 2009) | N/A | ||||
Timothy M. O’Brien (63) | Chair of the Board and Director, Audit Committee Member, Investment Committee Member, and Nominating and Governance Committee Member | October 31, 2014; Director since September 2005 | Independent Consultant (pension consulting) (2003 – present); Board member and Chair of Audit Committee and member of Investment and Benefits Committees — Public Employees Retirement Association of Colorado (July 2011 – present) | N/A | ||||
NOTES:
† The Declaration of Trust sets forth the length of the directors’ terms (five years for Class 1 and Class 2; one year for Class 3), limits each Class 1 and Class 2 director’s length of service to 12 consecutive years, and prohibits each director from serving a term that begins after he or she has reached age 72. The date shown in this column reflects the expiration date of the director’s current term, the end of the Class 1 or Class 2 Director’s 12th year of service, or the director’s retirement date, whichever occurs first.
° Mr. Lynch has announced that he will resign as a director effective at the end of the day on June 30, 2013.
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INDEPENDENT DIRECTOR-ELECT
Name and Age | Positions | Term/Service | Principal | Directorship(s) of | ||||
Michael R. Beasley (65) | Director (term to commence on or about July 1, 2013) | October 31, 2016 | Chairman Emeritus and Board member (March 2012 – present), Chairman and Chief Executive Officer (1994 – February 2012) — Strategic Investment Solutions, Inc. (pension consulting firm). | N/A |
NOTE:
† The Declaration of Trust sets forth the length of the directors’ terms (five years for Class 1 and Class 2; one year for Class 3), limits each Class 1 and Class 2 director’s length of service to 12 consecutive years, and prohibits each director from serving a term that begins after he or she has reached age 72. The date shown in this column reflects the expiration date of the director-elect’s current term, which occurs before his 12th year of service and his retirement date.
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INTERESTED DIRECTOR
Name and Age | Positions | Term/Service | Principal | Directorship(s) of | ||||
David R. Mora (68)* | Director | October 31, 2013; Director since November 2011 | Board member (January 2005 – present) and Chair of the Board of Directors (January 2010 – present) — ICMA Retirement Corporation; West Coast Regional Director — International City/County Management Association (February 2009 – April 2011); City Manager — City of Salinas, CA (September 1990 – September 2008); Board member — Public Entity Risk Institute (non-profit) (January 2000 – December 2008) | N/A |
NOTES:
* Mr. Mora is considered to be an “interested person” of the VP Fund (as that term is defined under the 1940 Act), and thus an “interested director,” because he is a director of ICMA Retirement Corporation (“ICMA-RC”), the parent company of VIA and of ICMA-RC Services, LLC (“RC Services”), the distributor of the VP Fund’s shares.
† The Declaration of Trust sets forth the length of the interested director’s term (one year for the Class 3 director), and prohibits each director from serving a term that begins after he or she has reached age 72. The date shown in this column reflects the expiration date of the interested director’s current term, or the director’s retirement date, whichever occurs first.
Additional Information Regarding the Current Directors
Each current director possesses the specific experience, qualifications, attributes and skills necessary to serve as such. In particular, Mr. Calhoun has financial, executive and public sector experience from previous senior finance-related positions in state, municipal and federal governments; Mr. Chamberlain has experience as a director and officer for other mutual fund complexes, and has investment management, legal and executive experience having served as the Chief Compliance Officer and General Counsel for a mutual fund administrator and General Counsel for an SEC registered investment adviser; Ms. Gilding has experience in the field of investment management as well as executive and public sector experience by serving and having served as a chief investment officer for both SEC registered investment advisers and a municipal government; Ms. Hayes has experience in the field of corporate finance as well as executive, audit and financial experience having served in a variety of finance-related positions at publicly traded companies, and she has served as either a director, committee member or committee chair at several non-profit organizations and credit unions; Mr. Lynch has financial, executive and public sector experience from previous senior finance-related positions for a municipal government; Mr. Mora has executive and public sector experience from senior executive positions in local governments and has experience as a director of an SEC registered investment adviser; and Mr. O’Brien has financial and executive experience having served as a pension consultant and as a chief executive officer for a non-profit organization and has government audit and accounting experience having served as auditor of a state government.
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OFFICERS
Name and Age | Positions | Term of Office | Principal | Directorship(s) of | ||||
Joan W. McCallen (60)* | President and Principal Executive Officer | Since September 2003 | Chief Executive Officer — ICMA Retirement Corporation (Aug. 2003 – present); President and Manager — Vantagepoint Investment Advisers, LLC, and ICMA-RC Services, LLC (broker-dealer); President and Manager — Vantagepoint Transfer Agents, LLC (2003 – present); Director and President, VantageTrust Company, LLC (2003 – present) | N/A | ||||
Bruce James Rohrbacher (60)* | Vice President and Chief Compliance Officer | Since September 2004 | Senior Vice President and Chief Compliance Officer — ICMA Retirement Corporation (2004 – present); Chief Compliance Officer, Vantagepoint Investment Advisers, LLC (2004 – present) and Chief Compliance Officer, ICMA-RC Services, LLC (broker-dealer) (2004 – present); Chief Compliance Officer — VantageTrust Company, LLC (2004 – present) | N/A | ||||
Elizabeth S. Glista (48)* | Treasurer and Principal Financial Officer | Since March 2009 | Senior Vice President and Chief Financial Officer — ICMA Retirement Corporation (April 2009 – present); Treasurer — Vantagepoint Investment Advisers, LLC, and Vantagepoint Transfer Agents, LLC (April 2009 – present); Treasurer — ICMA-RC Services, LLC (broker-dealer) (April 2009 – present); Treasurer — VantageTrust Company, LLC (April 2009 – present); Managing Vice President, Financial Operations, Analysis & Treasury — ICMA Retirement Corporation (January 2009 – April 2009); Vice President, Financial Planning & Analysis and Treasury — ICMA-RC (January 2000 – September 2007 and March 2008 — January 2009) | N/A | ||||
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Name and Age | Positions | Term of Office | Principal | Directorship(s) of | ||||
Angela C. Montez (45)* | Secretary | Since December 2006 | Managing Vice President, Deputy General Counsel and Assistant Secretary — ICMA Retirement Corporation (2006 – present); Assistant Secretary — Vantagepoint Investment Advisers, LLC, Vantagepoint Transfer Agents, LLP and ICMA-RC Services, LLC (broker dealer) (2011 – present); Assistant Secretary —VantageTrust Company, LLC (February 2008 – present); Secretary — Vantagepoint Investment Advisers, LLC, Vantagepoint Transfer Agents, LLC and ICMA-RC Services, LLC (broker-dealer) (2006 – 2007); Corporate Counsel — ICMA Retirement Corporation (2000 – 2006) | N/A | ||||
Kathryn B. McGrath (68)* | Assistant Secretary | Since March 2008 | Senior Vice President, General Counsel and Secretary — ICMA Retirement Corporation (2007 – Present); Secretary — Vantagepoint Investment Advisers, LLC, Vantagepoint Transfer Agents, LLP and ICMA-RC Services, LLC (broker dealer) (2007 – present); Secretary — VantageTrust Company, LLC (February 2008 – present) | N/A | ||||
* Mses. McCallen, Glista, Montez, and McGrath and Mr. Rohrbacher are considered to be “interested persons” of the VP Fund, as that term is defined under the 1940 Act, due to their positions as officers of the following entities: VIA, RC Services, ICMA-RC, and VantageTrust Company.
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VP FUND SHARE OWNERSHIP BY DIRECTORS
The following table represents VP Fund shares owned by the directors (including director-elect Mr. Beasley) as of March 31, 2013.
| Dollar Range of Equity Securities in a Series | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies | |||
Independent Directors | ||||
N. Anthony Calhoun | -0- | None | ||
George M. Chamberlain | -0- | None | ||
Donna K. Gilding | -0- | None | ||
Dorothy D. Hayes* | -0- | None | ||
Arthur R. Lynch | Low Duration Bond Fund — $50,001 - $100,000; Mid/Small Company Index Fund — Over $100,000; Model Portfolio Long-Term Growth Fund — Over $100,000. | Over $100,000 | ||
Timothy M. O’Brien | Equity Income — $10,001 - $50,000; Growth & Income Fund — $10,001 - $50,000; Select Value Fund — $10,001 - $50,000; Discovery Fund — $10,001 - $50,000. | $10,001-$50,000 | ||
Independent Director-Elect | ||||
Michael R. Beasley | -0- | None | ||
Interested Director | ||||
David R. Mora | -0- | None | ||
* Ms. Hayes’ service as a Director began on April 1, 2013.
As of March 31, 2013, directors and officers of the VP Funds (including director-elect Mr. Beasley) as a group beneficially owned less than 1% of the outstanding shares of each Series (or each class thereof, as applicable).
COMPENSATION OF DIRECTORS AND OFFICERS
Directors are paid a quarterly retainer for their services, in recognition of their duties and responsibilities over and above meeting attendance that require at least two days of service, study and review each quarter. The Chair of the Board is paid a higher quarterly retainer in recognition of the additional responsibilities and time required in serving in that position.
In addition, each director is paid a fee for each regular meeting and each special meeting, attended in-person, at which the approval of an investment advisory or subadvisory agreement is considered. A director also is paid a meeting fee for any committee meeting or other special meeting attended in-person and held on a date other than the date of another compensated meeting. A director does not receive compensation for participating in a meeting by telephone, unless the telephonic meeting is held in lieu of a regular in-person meeting in order to minimize travel costs and achieve a quorum. To promote
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continuing director education, a Director who attends an Investment Company Institute seminar or conference receives an attendance fee, limited to a certain dollar amount per year.
At the conclusion of each calendar year, a stipend is paid to each director who attended all “in-person” regular, special and committee meetings for which he or she was responsible. A lesser stipend is paid to those directors who missed one meeting, and to those directors who missed no more than one regular Board meeting and one committee or special meeting. Attendance at a meeting by telephone does not count as attendance, unless the meeting was scheduled as a teleconference. Failure to attend a meeting caused by flight cancellations or family emergencies or absences from special Board meetings or committee meetings due to prior schedule conflicts announced at the time the meeting was scheduled are not considered missed meetings for purposes of calculating the stipend.
Compensation is adjusted annually for increases in the national CPI/urban index, with a maximum annual increase of five (5) percent.
The VP Fund pays a portion of the cash compensation of Mr. Bruce James Rohrbacher for his services as the VP Fund’s CCO. ICMA-RC, VIA’s parent company, also compensates Mr. Rohrbacher for serving as its Chief Compliance Officer, as well as VIA’s Chief Compliance Officer. The amount paid by the VP Fund during the year ended December 31, 2012 totaled $242,682. The VP Fund does not compensate its other officers for their service as such.
The following table provides information about compensation received by each director for the fiscal year ended December 31, 2012 for their service as directors. Information for Mr. Beasley is not included below, as his initial term has yet to commence.
| Name of Person | Aggregate Compensation From VP Fund | ||||
Independent Directors | |||||
N. Anthony Calhoun | $ | 23,424 | |||
George M. Chamberlain | $ | 24,019 | |||
Donna K. Gilding | $ | 19,632 | |||
Dorothy D. Hayes* | $ | 0 | |||
Arthur R. Lynch | $ | 22,792 | |||
Timothy M. O’Brien | $ | 23,424 | |||
Interested Director | |||||
David R. Mora | $ | 0 | |||
* Ms. Hayes’ service as a Director began on April 1, 2013.
VP FUND SERVICE PROVIDERS
Investment Adviser— VIA, 777 North Capitol Street, NE, Washington, D.C. 20002, is a wholly owned subsidiary of, and controlled by ICMA-RC, a retirement plan administrator and investment adviser whose principal investment advisory client is VantageTrust Company. ICMA-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. ICMA-RC has been registered as an investment adviser with the SEC since 1983. VIA is a Delaware limited liability company and is registered as an investment adviser with the SEC.
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VIA provides investment advisory services to each Series pursuant to Master Investment Advisory Agreements (the “Advisory Agreements”). VIA’s advisory services include Series design, establishment of Fund investment objectives and strategies, selection and management of subadvisers, performance monitoring, and supervising and directing each Series’ investments. Additionally, VIA furnishes periodic reports to the Board regarding the investment strategy and performance of each Fund. Pursuant to the Advisory Agreements, the Funds compensate VIA for these services by paying VIA an annual advisory fee assessed against average daily net assets under management in each Series.
The day-to-day investment management of certain Series’ assets rests with one or more subadvisers retained with the assistance of VIA. The responsibility for overseeing subadvisers rests with VIA.
Distributor— RC Services, located at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002, serves as the principal underwriter and distributor of the VP Funds’ shares pursuant to a Distribution Agreement. RC Services is a wholly owned subsidiary of ICMA-RC and an “affiliated person” of VIA (as that term is defined under the 1940 Act). The VP Fund did not pay any commissions to RC Services during the fiscal year ended December 31, 2012.
Transfer Agent and Administrator— Vantagepoint Transfer Agents, LLC (“VTA”), located at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002, is the designated transfer agent of the VP Funds’ shares and, pursuant to a Transfer Agency and Administrative Services Agreement, also provides certain transfer agency and administrative shareholder support services for the VP Fund related to the retirement plans and other investors investing in the VP Fund. The Fund administration and transfer agency services provided by VTA include preparation of shareholder reports and proxies, shareholder recordkeeping and processing of orders. VTA is a wholly owned subsidiary of ICMA-RC and an “affiliated person” of VIA (as that term is defined under the 1940 Act).
The VP Fund has entered into a Mutual Funds Service Agreement with J.P. Morgan Investor Services Co. (whose successor in interest is JPMorgan Chase Bank, NA) (“JP Morgan”), located at 70 Fargo Street, Boston, MA 02210, whereby JP Morgan performs certain financial reporting, tax services, fund accounting, administrative and portfolio compliance services for the VP Fund.
Independent Registered Public Accounting Firm— PricewaterhouseCoopers LLP (“PwC”) has been selected to serve as the VP Fund’s independent registered public accounting firm for the VP Fund’s fiscal year ending December 31, 2013.
Audit Fees: The aggregate fees billed for professional services rendered by the VP Fund’s principal accountant, PwC, for the audit of the VP Fund’s financial statements (i.e., audit fees) were $451,067 and $470,042 for the fiscal years ended December 31, 2011 and 2012, respectively.
Audit-Related Fees: Audit-related fees are for assurance and related services by PwC that are reasonably related to the performance of the audit or review of the Funds’ financial statements, but are not reported under audit fees above. There were no such audit-related fees billed to the VP Funds by PwC for the fiscal years ended December 31, 2011 and 2012, respectively.
Tax Fees:The aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning (i.e., “tax fees”) were $169,669 and $186,186 for the fiscal years ended December 31, 2011 and 2012, respectively. These services covered preparation of the VP Fund’s income tax and excise tax returns, and also included related consulting and tax provision work.
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All Other Fees:All other fees would include products and services provided by PwC other than the services described under the prior three categories. There were no such fees billed to the VP Fund by PwC for the fiscal years ended December 31, 2011 and 2012, respectively.
The Audit Committee pre-approves all audit and non-audit services to be performed by the VP Fund’s accountant before the accountant is engaged to perform such services to the VP Fund. The Audit Committee pre-approved all of the services described above.
There were no non-audit fees billed for professional services rendered by PwC to the VP Fund, VIA (the VP Fund’s investment adviser), and any entity controlling, controlled by, or under common control with VIA that provides ongoing services to the VP Fund, for the fiscal years ended December 31, 2011 and 2012, respectively.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD
If a shareholder wishes to send a communication to the Board or a specific director, the communication should be in writing and sent to the Board at the VP Fund’s offices at 777 North Capitol Street, NE, Suite 600, Washington, D.C. 20002, Attention: Secretary. All correspondence from shareholders will be given to the Board and/or the director, as appropriate, for review and consideration.
SHARES OUTSTANDING AND BENEFICIAL OWNERS OF FUND SHARES
Shares Outstanding— As of March 31, 2013, the VP Fund had 1,725,964,196 outstanding shares. Each share entitles the holder to one vote. As of the same date, each Series and class thereof (as applicable) had the following outstanding shares:
Fund and Class | Shares Outstanding | |
Low Duration Bond Fund — Investor Shares | 4,398,565 | |
Low Duration Bond Fund — T Shares | 50,357,232 | |
Inflation Protected Securities Fund — Investor Shares | 3,781,611 | |
Inflation Protected Securities Fund — T Shares | 49,999,826 | |
Equity Income Fund — Investor Shares | 5,257,669 | |
Equity Income Fund — T Shares | 210,442,243 | |
Growth & Income Fund — Investor Shares | 2,781,894 | |
Growth & Income Fund — T Shares | 113,886,901 | |
Growth Fund — Investor Shares | 2,520,325 | |
Growth Fund — T Shares | 191,325,536 | |
Select Value Fund — Investor Shares | 467,987 | |
Select Value Fund — T Shares | 29,988,796 | |
Aggressive Opportunities Fund — Investor Shares | 2,277,949 | |
Aggressive Opportunities Fund — T Shares | 89,931,793 | |
Discovery Fund — Investor Shares | 290,956 | |
Discovery Fund — T Shares | 21,048,876 | |
International Fund — Investor Shares | 1,490,123 | |
International Fund — T Shares | 135,296,026 | |
Diversifying Strategies Fund — T Shares | 95,571,024 | |
Core Bond Index Fund — Class I Shares | 2,642,843 | |
Core Bond Index Fund — Class II Shares | 2,446,681 | |
Core Bond Index Fund — T Shares | 116,607,036 | |
500 Stock Index Fund — Class I Shares | 1,842,935 |
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Fund and Class | Shares Outstanding | |
500 Stock Index Fund — Class II Shares | 72,085 | |
500 Stock Index Fund — T Shares | 37,564,586 | |
Broad Market Index Fund — Class I Shares | 2,114,871 | |
Broad Market Index Fund — Class II Shares | 686,033 | |
Broad Market Index Fund — T Shares | 42,803,842 | |
Mid/Small Company Index Fund — Class I Shares | 1,182,237 | |
Mid/Small Company Index Fund — Class II Shares | 192,467 | |
Mid/Small Company Index Fund — T Shares | 29,762,929 | |
Overseas Index Fund — Class I Shares | 841,823 | |
Overseas Index Fund — Class II Shares | 192,163 | |
Overseas Index Fund — T Shares | 18,960,579 | |
Model Portfolio Conservative Growth Fund — Investor M Shares | 3,600,350 | |
Model Portfolio Conservative Growth Fund — TM Shares | 20,734,266 | |
Model Portfolio Traditional Growth Fund — Investor M Shares | 4,316,201 | |
Model Portfolio Traditional Growth Fund — TM Shares | 58,105,024 | |
Model Portfolio Long-Term Growth Fund — Investor M Shares | 3,837,333 | |
Model Portfolio Long-Term Growth Fund — TM Shares | 78,658,791 | |
Model Portfolio All-Equity Growth Fund — Investor M Shares | 1,655,900 | |
Model Portfolio All-Equity Growth Fund — TM Shares | 31,283,609 | |
Milestone Retirement Income Fund — Investor M Shares | 6,754,707 | |
Milestone Retirement Income Fund — TM Shares | 21,782,317 | |
Milestone 2010 Fund — Investor M Shares | 6,064,368 | |
Milestone 2010 Fund — TM Shares | 19,338,096 | |
Milestone 2015 Fund — Investor M Shares | 8,482,890 | |
Milestone 2015 Fund — TM Shares | 35,677,056 | |
Milestone 2020 Fund — Investor M Shares | 7,481,951 | |
Milestone 2020 Fund — TM Shares | 39,081,615 | |
Milestone 2025 Fund — Investor M Shares | 5,900,501 | |
Milestone 2025 Fund — TM Shares | 31,630,513 | |
Milestone 2030 Fund — Investor M Shares | 4,870,669 | |
Milestone 2030 Fund — TM Shares | 24,299,186 | |
Milestone 2035 Fund — Investor M Shares | 3,688,350 | |
Milestone 2035 Fund — TM Shares | 15,641,666 | |
Milestone 2040 Fund — Investor M Shares | 3,303,749 | |
Milestone 2040 Fund — TM Shares | 15,141,434 | |
Milestone 2045 Fund — Investor M Shares | 1,250,260 | |
Milestone 2045 Fund — TM Shares | 3,504,501 | |
Milestone 2050 Fund — Investor M Shares | 346,885 | |
Milestone 2050 Fund — TM Shares | 503,864 |
Control Persons — A majority of the voting shares of each Series are held, either directly, or indirectly through the Vantagepoint Model Portfolio and Milestone Funds, by VantageTrust, a group trust established and maintained by VantageTrust Company. VantageTrust, located at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002, was established for the purpose of holding and investing the assets of public sector retirement and deferred compensation plans. VantageTrust Company has the power to vote the shares of the Series held directly by VantageTrust, and pursuant to VIA’s proxy voting policies, VIA generally will seek instructions from the board of directors of VantageTrust Company on
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how to vote the shares of each Series held by the Model Portfolio Funds and Milestone Funds, and will cast such Series’ votes in accordance with the instructions received. VantageTrust Company therefore, directly or indirectly, has the power to vote more than 25% of the VP Fund’s voting securities and thus under the 1940 Act is considered a “control person” of each Series. As a control person of each Series, VantageTrust Company has the ability to control the outcome of matters submitted to the vote of shareholders. Both VantageTrust Company and VIA are wholly owned subsidiaries of ICMA-RC. The following represents the percentage and amount of shares outstanding in each Series (and each class thereof, as applicable) that are directly or indirectly held by VantageTrust, as of March 31, 2013:
The following represents the percentage of total shares outstanding in each of the Series held, directly or indirectly, by VantageTrust as of March 31, 2013:
Fund | Percentage (total shares outstanding) held by VantageTrust | |
Low Duration Bond Fund | 77.17% | |
Inflation Protected Securities Fund | 85.30% | |
Equity Income Fund | 90.44% | |
Growth & Income Fund | 89.81% | |
Growth Fund | 94.88% | |
Select Value Fund | 93.17% | |
Aggressive Opportunities Fund | 95.62% | |
Discovery Fund | 93.88% | |
International Fund | 90.94% | |
Diversifying Strategies Fund | 87.70% | |
Core Bond Index Fund | 88.85% | |
500 Stock Index Fund | 95.15% | |
Broad Market Index Fund | 93.86% | |
Mid/Small Company Index Fund | 87.53% | |
Overseas Index Fund | 94.83% | |
Model Portfolio Conservative Growth Fund | 85.20% | |
Model Portfolio Traditional Growth Fund | 93.09% | |
Model Portfolio Long-Term Growth Fund | 95.35% | |
Model Portfolio All-Equity Growth Fund | 94.97% | |
Milestone Retirement Income Fund | 76.33% | |
Milestone 2010 Fund | 76.13% | |
Milestone 2015 Fund | 80.79% | |
Milestone 2020 Fund | 83.93% | |
Milestone 2025 Fund | 84.28% | |
Milestone 2030 Fund | 83.30% | |
Milestone 2035 Fund | 80.92% | |
Milestone 2040 Fund | 82.09% | |
Milestone 2045 Fund | 73.71% | |
Milestone 2050 Fund | 59.23% |
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Principal Holders — Below are the names, addresses, and percentage of ownership of each person (or entity) that owns of record or is known to own beneficially 5% or more of any class of any Series’ outstanding shares as of March 31, 2013:
Name | Address | Fund and Class | Amount of | Percentage | ||||
VantageTrust | 777 N. Capitol Street, NE Washington, DC 20002 | Low Duration Bond Fund — T Shares Inflation Protected Securities Fund — T Shares Equity Income Fund — T Shares Growth & Income Fund — T Shares Growth Fund — T Shares Select Value Fund — T Shares Aggressive Opportunities Fund — T Shares Discovery Fund — T Shares International Fund — T Shares Diversifying Strategies Fund — T Shares Core Bond Index Fund — T Shares 500 Stock Index Fund — T Shares Broad Market Index Fund — T Shares Mid/Small Company Index Fund — T Shares Overseas Index Fund — T Shares Model Portfolio Conservative Growth Fund — TM Shares Model Portfolio Traditional Growth Fund — TM Shares Model Portfolio Long-Term Growth Fund — TM Shares Model Portfolio All-Equity Growth Fund — TM Shares Milestone Retirement Income Fund — TM Shares Milestone 2010 Fund — TM Shares Milestone 2015 Fund — TM Shares Milestone 2020 Fund — TM Shares Milestone 2025 Fund — TM Shares Milestone 2030 Fund — TM Shares Milestone 2035 Fund — TM Shares Milestone 2040 Fund — TM Shares Milestone 2045 Fund — TM Shares Milestone 2050 Fund — TM Shares | 42,253,022 45,874,869 195,073,572 104,786,060 183,913,251 28,375,378 88,168,074 20,034,337 124,392,577 83,811,187 108,121,715 37,564,586 42,803,842 27,254,095 18,960,579 20,734,266 58,105,024 78,658,791 31,283,609 21,782,317 19,338,096 35,677,056 39,081,615 31,630,513 24,299,186 15,641,666 15,141,434 3,504,501 503,864 | 83.91% 91.75% 92.70% 92.01% 96.13% 94.62% 98.04% 95.18% 91.94% 87.70% 92.72% 100.00% 100.00% 91.57% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
Name | Address | Fund and Class | Amount of | Percentage | ||||
State College Borough General Employees Pension Plan | 243 South Allen Street State College, PA 16801 | International Fund — Investor Shares Growth Fund — Investor Shares Growth & Income Fund — Investor Shares Equity Income Fund — Investor Shares Broad Market Index Fund — Class II Core Bond Index Fund — Class II | 111,905 326,002 285,768 337,726 177,322 857,758 | 7.49% 12.82% 10.17% 6.38% 25.17% 38.04% |
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Name | Address | Fund and Class | Amount of | Percentage | ||||
State College Borough Police Pension Plan | 243 South Allen Street State College, PA 16801 | International Fund — Investor Shares Growth Fund — Investor Shares Growth & Income Fund — Investor Shares Equity Income Fund — Investor Shares Broad Market Index Fund — Class II Core Bond Index Fund — Class II | 128,385 374,013 327,854 387,464 203,436 984,082 | 8.59% 14.71% 11.67% 7.32% 28.88% 43.65% | ||||
County of Sacramento | 700 H Street Suite 4667 Sacramento, CA 95814 | Milestone 2020 Fund — Investor M Shares Milestone 2025 Fund — Investor M Shares Milestone 2030 Fund — Investor M Shares Milestone 2035 Fund — Investor M Shares Milestone 2040 Fund — Investor M Shares Milestone 2045 Fund — Investor M Shares Milestone 2050 Fund — Investor M Shares | 554,343 645,962 641,581 613,717 544,977 393,142 163,806 | 7.41% 10.94% 13.20% 16.65% 16.52% 31.53% 47.54% | ||||
ICMA Retirement Corporation | 777 N. Capitol Street, NE Washington, DC 20002 | Milestone 2050 Fund — Investor M Shares | 50,079 | 14.44% | ||||
County of Orange | 333 W. Santa Anna Blvd. 2nd Floor Santa Ana, CA 92701 | Overseas Equity Index Fund — Class II Mid/Small Company Index Fund — Class II Milestone 2025 Fund — Investor M Shares Milestone 2030 Fund — Investor M Shares Milestone 2035 Fund — Investor M Shares | 36,664 92,363 335,947 287,675 209,472 | 19.08% 49.24% 5.69% 6.00% 5.69% | ||||
Orange County Library District | 101 East Central Blvd. Orlando, FL 32801 | Core Bond Index Fund — Class II Overseas Equity Index Fund — Class II Mid/Small Company Index Fund — Class II | 115,510 149,102 92,363 | 5.12% 77.58% 47.98% | ||||
City of St. Charles | 200 North Second Street St. Charles, MO 63301 | Core Bond Index Fund — Class II | 186,180 | 8.25% | ||||
Frenchtown Charter Township | 2744 Vivian Road Monroe, MI 48162 | Core Bond Index Fund — Class II | 112,764 | 5.00% | ||||
Delta Charter Township | 7710 W. Saginaw Hwy Lansing, MI 48917 | Model Portfolio Conservative Growth Fund — Investor M Shares | 276,546 | 7.69% | ||||
City of San Ramon | 2226 Camino Ramon San Ramon, CA 94582 | Model Portfolio Conservative Growth Fund — Investor M Shares Model Portfolio Traditional Growth Fund — Investor M Shares | 245,341 292,018 | 6.77% 7.60% | ||||
City of San Pablo | 1 Alvarado Square San Pablo, CA 94086 | Model Portfolio Traditional Growth Fund — Investor M Shares | 252,989 | 6.59% | ||||
City of Durham | 101 City Hall Plaza Suite 1600 Durham, N.C. 27701 | Milestone 2050 Fund — Investor M Shares | 26,169 | 7.59% | ||||
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HOUSEHOLDING
If you request a paper copy of this Information Statement, only one copy of this Information Statement will be mailed to your household, even if more than one person in the household is a Fund shareholder of record, unless the VP Fund has received instructions to the contrary. If you need additional copies of this Information Statement, please contact the VP Fund toll free at 1-800-669-7400 or in writing at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002. If you do not want the mailing of an Information Statement to be combined with those for other members of your household in the future, or if you are receiving multiple copies and would rather receive just one copy for the household, contact the VP Fund in writing at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002 or toll free at 1-800-669-7400.
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Appendix A
THE VANTAGEPOINT FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
| I. | The Committee. |
The Nominating and Governance Committee (the “Committee”) is a committee of, and established by, the Board of Directors (the “Board”) of The Vantagepoint Funds (the “Fund”). The Committee consists of such number of members as set by the Board from time to time and its members shall be selected by the Board. The Committee shall be comprised entirely of “independent members.” For purposes of this Charter, independent members shall mean members who are not interested persons of the Fund (“Independent Board members”) as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).
| II. | Board Nominations and Functions. |
| 1. | The Committee shall make recommendations for nominations for Independent Board members on the Board to the incumbent Independent Board members and to the full Board. The Committee shall evaluate candidates’ qualifications for Board membership and the independence of such candidates from the Fund’s investment manager and other principal service providers. Persons selected must be independent in terms of both the letter and spirit of the 1940 Act. The Committee shall also consider the effect of any relationships that an Independent Board member candidate may have that are (i) explicitly prohibited under the 1940 Act; and (ii) beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with investment managers or service providers. |
| 2. | The Committee also shall evaluate the qualifications of candidates for “interested” members of the Board and make recommendations for nominees for “interested” members to the full Board. |
| 3. | In considering a candidate’s qualifications, the Committee shall generally consider the potential candidate’s educational background, business or professional experience, and reputation. In addition, all candidates as members of the Board must demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member. The Committee may adopt from time to time additional specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership, subject to approval by the full Board. |
| 4. | When the Board has, or expects to have, a vacancy the Committee shall receive and review information on candidates qualified to be recommended to the full Board as nominees for election as directors, including any recommendations by shareholders. Such candidates shall be evaluated based upon the criteria described above and such other additional qualifications as the Committee may adopt from time to time, subject to approval by the full Board. The Committee shall review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Fund’s offices. |
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| 5. | The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
| 6. | The Committee shall periodically review Board member compensation and shall recommend any appropriate changes to the full Board. |
| III. | Committee Nominations and Functions. |
| 1. | The Committee shall make recommendations to the full Board for nomination for membership on all committees of the Board and shall review committee assignments at least annually and report the results of its review to the Board. |
| 2. | The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board. |
| IV. | Other Powers and Responsibilities. |
| 1. | The Committee shall meet at least once each year or more frequently, in open or executive sessions, as it deems appropriate. The Committee may invite members of management, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with management and others, as and when it deems appropriate. |
| 2. | The Committee shall monitor the performance of legal counsel employed by the Independent Board members. |
| 3. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Fund. |
| 4. | The Committee shall report its activities to the Board and make such recommendations as the Committee may deem necessary or appropriate. |
| 5. | A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law and by the Fund’s governing instrument. In the event of any inconsistency between this Charter and the Fund’s governing instrument, the provisions of the Fund’s governing instrument shall be given precedence. |
| 6. | The Committee shall review this Charter at least annually and recommend any changes to the full Board. |
Date Adopted: March 5, 2004; Amended March 30, 2012
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THE VANTAGEPOINT FUNDS
Low Duration Bond Fund Inflation Protected Securities Fund Equity Income Fund Growth & Income Fund Growth Fund Select Value Fund Aggressive Opportunities Fund Discovery Fund International Fund Diversifying Strategies Fund Core Bond Index Fund 500 Stock Index Fund Broad Market Index Fund Mid/Small Company Index Fund Overseas Equity Index Fund | Model Portfolio Conservative Growth Fund Model Portfolio Traditional Growth Fund Model Portfolio Long-Term Growth Fund Model Portfolio All-Equity Growth Fund Milestone Retirement Income Fund Milestone 2010 Fund Milestone 2015 Fund Milestone 2020 Fund Milestone 2025 Fund Milestone 2030 Fund Milestone 2035 Fund Milestone 2040 Fund Milestone 2045 Fund Milestone 2050 Fund |
777 North Capitol Street, NE,
Suite 600
Washington, DC 20002
NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
Important Notice Regarding Internet Availability of Information Statement:
An Information Statement regarding The Vantagepoint Funds (the “VP Fund”) is available athttp://www.icmarc.org/x3333.xml?RFID=W427.
This Notice of Internet Availability of Information Statement is being sent on or about May 13, 2013 to shareholders of record of the VP Fund as of March 31, 2013.
This Notice of Internet Availability of Information Statement presents only an overview of the more complete information statement that is available to you on the internet relating to the VP Fund. We encourage you to access and review all of the important information contained in the full Information Statement.
Pursuant to Article 5, Section 2 of the Amended Agreement and Declaration of Trust of the VP Fund, notice is hereby given that, by written consent delivered to the VP Fund dated May 2, 2013, VantageTrust, the holder of a majority of the VP Fund’s outstanding shares as of March 31, 2013 (the “Majority Shareholder”), elected Mr. Michael R. Beasley as a Class 2 director of the VP Fund. Mr. Beasley’s service as a Class 2 director is expected to begin on or about July 1, 2013. The VP Fund’s Information Statement accompanies this Notice.
The Information Statement informs shareholders of the VP Fund about the recent election of Mr. Beasley as a Class 2 director. On February 13, 2013, after extensive discussion and meetings, the Board’s Nominating and Governance Committee recommended to the Board that it nominate Mr. Beasley as a Class 2 director. On that same date and after considering the Nominating and Governance Committee’s recommendations, the Board nominated Mr. Beasley as a Class 2 director, and determined to recommend to VP Fund shareholders that they elect Mr. Beasley as a Class 2 director. On April 25, 2013, the board of directors of VantageTrust Company, LLC voted all shares of each series of the VP Fund held by the Majority Shareholder to elect Mr. Beasley as a Class 2 director, and pursuant to the proxy voting policies of Vantagepoint Investment Advisers, LLC (“VIA”),
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the VP Fund’s investment adviser, instructed VIA to vote all shares of each series of the VP Fund held indirectly through the Model Portfolio and Milestone Funds, to elect Mr. Beasley as a Class 2 director. VantageTrust Company, LLC has the power to vote the shares of the VP Fund held directly by VantageTrust, and pursuant to the proxy voting policies of Vantagepoint Investment Advisers, LLC (“VIA”), the VP Fund’s investment adviser, VIA generally will seek instructions from the board of directors of VantageTrust Company on how to vote the shares of each series of the VP Fund held by the Model Portfolio Funds and Milestone Funds, and will cast such Series’ votes in accordance with the instructions received. VantageTrust Company, LLC is an affiliate of VIA.
This Notice of Internet Availability of Information Statement isnot an information statement. The full Information Statement regarding the above matters is available on the VP Fund’s website at:http://www.icmarc.org/x3333.xml?RFID=W427. The full Information Statement will be available at that address until July 30, 2013. The Information Statement is available as a PDF (Portable Document Format), which may be viewed and printed using Adobe Acrobat® Reader, which is available without charge from Adobe Systems, Inc. athttp://get.adobe.com/reader/.
Obtaining Copies of the Information Statement
You may request a paper or email copy of the full Information Statement, without charge, by contacting the VP Fund toll free at 1-800-669-7400, by email atinvestorservices@icmarc.org, or in writing at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002.
Householding
Only one copy of this Notice of Internet Availability of Information Statement (or if requested, only one paper copy of the full Information Statement) will be mailed to your household, even if more than one person in the household is a VP Fund shareholder of record, unless the VP Fund has received instructions to the contrary. If you need additional copies of this Notice of Internet Availability of Information Statement (or if requested, additional paper copies of the full Information Statement) please contact the VP Fund toll free at 1-800-669-7400 or in writing at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002. If you do not want the mailing of this Notice of Internet Availability of Information Statement (or if requested, a paper copy of the full Information Statement) to be combined with those for other members of your household in the future, or if you are receiving multiple copies and would rather receive just one copy for the household, contact the VP Fund in writing at 777 North Capitol Street, NE, Suite 600, Washington, DC 20002 or toll free at 1-800-669-7400.
We Are Not Asking You for a Proxy and You are Requested Not to Send us a Proxy.
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