SCHEDULE 14C

(RULE 14C-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.______ )

Check the appropriate box:

[ ] Preliminary information statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14c-5(d)(2)).
X Definitive information statement

The Vantagepoint Funds
-------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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Payment of Filing Fee (check the appropriate box):

X No fee required

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------

THE VANTAGEPOINT FUNDS

ACTIVELY MANAGED FUNDS
Money Market Fund
Short-Term Bond Fund
(formerly the Income Preservation Fund)
US Government Securities Fund
Asset Allocation Fund
Equity Income Fund
Growth & Income Fund
Growth Fund
Aggressive Opportunities Fund
International Fund

INDEX FUNDS
Core Bond Index Fund
500 Stock Index Fund
Broad Market Index Fund
Mid/Small Company Index Fund
Overseas Equity Index Fund

MODEL PORTFOLIO FUNDS
Model Portfolio Savings Oriented Fund
Model Portfolio Conservative Growth Fund
Model Portfolio Traditional Growth Fund
Model Portfolio Long-Term Growth Fund
Model Portfolio All-Equity Growth Fund

MILESTONE FUNDS
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

777 NORTH CAPITOL STREET, NE
SUITE 600
WASHINGTON, D.C. 20002
---------------------

NOTICE OF ACTION BY WRITTEN CONSENT
---------------------

To the Shareholders of The Vantagepoint Funds:

Pursuant to Article 5, Section 2 of the Amended Agreement and Declaration
of Trust of The Vantagepoint Funds (the "VP Fund"), notice is hereby given that,
by written consent delivered to the VP Fund dated August 18, 2005, the holder of
a majority of the VP Fund's outstanding shares as of July 28, 2005 voted to
elect Mr. Timothy M. O'Brien as a director of the VP Fund. The VP Fund's
Information Statement accompanies this Notice.

This 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. Timothy M. O'Brien as a Class I director of the VP Fund. The Board's
Nominating Committee recommended to the Board that it nominate Mr. O'Brien as a
Class I director. On August 2, 2005, after considering the Nominating
Committee's recommendation, the Board nominated Mr. O'Brien as a director and
determined to recommend to VP Fund shareholders that they elect Mr. O'Brien as a
director. On August 12, 2005, the holder of a majority of the outstanding shares
of the VP Fund (determined as of July 28, 2005) voted to elect Mr. O'Brien as a
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

/s/ JOAN MCCALLEN
Joan McCallen
August 26, 2005 President

(VANTAGEPOINT FUNDS LOGO)

THE VANTAGEPOINT FUNDS

INDEX FUNDS
Core Bond Index Fund
500 Stock Index Fund
Broad Market Index Fund
Mid/Small Company Index Fund
Overseas Equity Index Fund

MILESTONE FUNDS
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

777 NORTH CAPITOL STREET, NE
SUITE 600
WASHINGTON, D.C. 20002
---------------------
INFORMATION STATEMENT
---------------------
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 recent election of Mr. Timothy M. O'Brien as a Class I director of the
VP Fund. The Board's Nominating Committee recommended to the Board that it
nominate Mr. O'Brien as a Class I director. On August 2, 2005, after considering
the Nominating Committee's recommendation, the Board nominated Mr. O'Brien as a
director and determined to recommend to VP Fund shareholders that they elect Mr.
O'Brien as a director. On August 12, 2005, the holder of a majority of the
outstanding shares of the VP Fund (determined as of July 28, 2005) voted to
elect Mr. O'Brien as a director.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

This Information Statement is being mailed on or about August 26, 2005 to
shareholders of record at the close of business on July 28, 2005.

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 TO THE VP FUND AT 777 NORTH CAPITOL STREET, NE, SUITE 600, WASHINGTON,
D.C. 20002 OR BY CALLING THE VP FUND TOLL FREE AT 1-800-669-7400.

INTRODUCTION

On August 2, 2005, the Board nominated, and determined to recommend that
the shareholders of the VP Fund elect, Mr. Timothy M. O'Brien as a Class I
director of the VP Fund. On that same date, the Board also authorized the
officers of the VP Fund to seek the written consent of the holders of a majority
of the outstanding shares of the VP Fund to the election of Mr. O'Brien as a
Class I director. On August 12, 2005, the Board's recommendations were presented
to the Board of Directors of The VantageTrust Company. As of

July 28, 2005, a majority of the voting shares of each Fund were held, either
directly, or indirectly through the Model Portfolio Funds and the Milestone
Funds, by the VantageTrust, a group trust sponsored and maintained by The
VantageTrust Company. On the same date, the Board of Directors of The
VantageTrust Company voted to elect Mr. O'Brien as a Class I director, and,
pursuant to Article V, Section 4 of the VP Fund's Amended Agreement and
Declaration of Trust, this action was documented by written consent dated August
18, 2005. Mr. O'Brien's term as a Class I director is expected to begin on or
about September 15, 2005 (or such other date as officers of the VP Fund may
determine) and will end on October 31, 2009.

The VantageTrust Company is an affiliate of the Trust's investment adviser,
Vantagepoint Investment Advisers, LLC ("VIA").

REASONS FOR AND PROCESS OF ELECTING A NEW DIRECTOR

Effective June 30, 2005, Mr. Eddie Moore resigned as a Class I director of
the VP Fund. It was the consensus of the directors that the resulting vacancy on
the Board be filled promptly. 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 Committee as a Class I
director to fill Mr. Moore's unexpired term. The executive search firm
identified and presented individuals to the Nominating Committee for its
consideration and the Committee selected certain of the individuals presented to
be interviewed as potential candidates for nomination as a Class I director.
After interviewing and evaluating these individuals based on the criteria
described below under "Nominating Committee," the Nominating Committee, which is
composed of all of the directors who are not "interested persons" of the VP
Fund, as that term is defined under the Investment Company Act of 1940
("Independent Directors"), unanimously selected, nominated and recommended Mr.
O'Brien to the Board for approval as a nominee to stand for election by
shareholders of the VP Fund as a Class I Independent Director. On August 2,
2005, after consideration of the Nominating Committee's recommendation, the
Board, and separately the Independent Directors, nominated Mr. O'Brien as a
Class I director, with his term to commence on or about September 15, 2005 (or
such other date as officers of the VP Fund may determine). In addition, on
August 2, 2005, the Board resolved to recommend to VP Fund shareholders that
they elect Mr. O'Brien as a Class I Independent Director.

The VP Fund's directors sought shareholder approval of a new Class I
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 2/3 of the directors will have
been elected by shareholders. If the Board had appointed Mr. O'Brien 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 VP Fund's
Amended Agreement and 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, on August 12, 2005, the VP Fund's majority shareholder
voted to elect Mr. O'Brien as a director.

MANAGEMENT OF THE VP FUND

The VP Fund is governed by the 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 separate series of the VP Fund (the "Funds") and their
shareholders. The directors are responsible for overseeing and managing the
business and affairs of the Funds. The VP Fund has three classes of directors:
Class I, Class II and Class III. Class I and Class II directors serve terms that
end on or around the fifth anniversary of their commencement. Class II directors
serve one year terms.

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 bears its own direct expenses, such as legal, auditing and
custodial fees.

-2-

The officers of the VP Fund are also officers of VIA or its affiliates. The
officers of the VP Fund manage its day-to-day operations and are elected by and
responsible to the Board.

Mr. Timothy M. O'Brien's Business Experience

Since 2003, Mr. O'Brien, as an independent consultant, has been providing
investment consulting services to pension plans. His investment consulting
business is registered as an investment adviser with the State of Colorado. In
addition, since 2004, he has served as a board member and the Chair of the Audit
Committee of AirGate PCS, Inc., a publicly-traded, mobile operations network
company. Since 2000, he also has served on the Investment Advisory Council of
the Alaska State Pension Investment Board.

From 1999 to 2003, Mr. O'Brien served as the Chief Executive Officer of the
American Humane Association, an association of over 2000 local member
organizations that serve as advocates for the protection of children and
animals. From 1995 to 1999, Mr. O'Brien was a consultant with William Mercer
Consulting, where he analyzed the investment portfolios of large pension funds,
local government investment pools, and community foundations. In that capacity,
he also reviewed investment transactions for compliance with stated investment
policies and applicable laws, and examined the benefits structure and
administration of these entities.

From 1984 to 1995, Mr. O'Brien served as the State Auditor for the State of
Colorado, where he was responsible for all operations and functions of a
professional staff of 70 and an annual budget of approximately $5 million.

Mr. O'Brien is a certified public accountant and a certified financial
analyst.

For the Public Employee Retirement Association of Colorado, he served as a
Board Member, Audit Committee Member, and Investment Committee Member from 1984
- - 1995; Chair of the Investment Committee from 1991 - 1995; and Chair of the
Audit Committee from 1986 - 1994. He also served as Chair of the Board of the
Colorado Society of Certified Public Accountants from 1998 - 1999, and was a
Governing Council Member of the American Institute of Certified Public
Accountants from 1979 - 2001. Mr. O'Brien served as a Board Member of the
American Humane Association from 1994 - 1999.

Mr. O'Brien received an M.B.A. degree from the University of Colorado in
1990. In 1972, he received combined B.S./B.A. degrees in accounting from Loyola
University of Chicago.

Information About the VP Fund's Directors and Executive Officers

The following table provides information about the VP Fund's directors
(including Mr. O'Brien) and executive officers. Each director oversees all 27 of
the Funds. Upon his term's commencement, Mr. O'Brien also will oversee all 27
Funds. The mailing address for the directors and executive officers is 777 North
Capitol Street, NE, Suite 600, Washington, D.C. 20002.

<Table>
<Caption>
INDEPENDENT DIRECTORS
- -----------------------------------------------------------------------------------------------------------------
POSITION(S) HELD WITH TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS
NAME AND AGE THE VP FUND LENGTH OF TIME SERVED DURING PAST 5 YEARS HELD
- ------------ --------------------- --------------------- ----------------------- -------------------

N. Anthony Calhoun Class II Director Director since Deputy Chief Financial None
(57) November, 1998 Term Officer and
expires October 31, Treasurer -- District
2006 of Columbia (2001 to
present); Deputy
Executive Director &
Chief Financial
Officer -- Pension
Benefit Guaranty Corp.
(1993 - 2001)
</Table>

-3-

Donna K. Gilding Chair of the Board Director since Chief Investment None
(65) and Class II Director November, 1998 Term Officer -- Lowenhaupt &
expires October 31, Chasnoff (2005 -
2006 present) (wealth
management law firm);
Chief Investment
Officer -- Progress
Investment Management
Company (2000 - 2005);
Chief Investment
Officer -- New York
City Comptroller's
Office (1993 - 2001)
Arthur R. Lynch Class II Director Director since Deputy City Manager -- None
(50) November, 1998 Term City of Glendale,
expires October 31, Arizona (2005 to
2006 present); Chief
Financial
Officer -- City of
Glendale, Arizona
(1985-2005)
Peter Meenan Class I Director Director since Independent Trustee -- Eclipse
(63) December, 2001 Term Consultant -- Funds, dba
expires October 31, (1999 - 2000 and 2004 - "Mainstay Funds"
2009 present); President and (registered
Chief Executive investment company)
Officer -- (2002 - present)
Babson-United, Inc. Director -- Eclipse
(financial advisory Funds, Inc., dba
firm), (20002 - 004); "Mainstay Funds"
Head of Global Funds (registered
for Investment Products investment company)
and Distribution (2002 - present)
Group -- Citicorp (17 portfolios
(1995 - 1999). together)
Trustee -- New York
Life Investment
Management
Institutional Funds
(registered
investment company)
(2001 - 2003) (3
portfolios)
Robin L. Wiessmann Class I Director Director since Consultant -- Brown Director -- ICMA
(52) November, 1998 Term Wiessmann Group Group Retirement
expires October 31, (Financial Services Corporation from
2009 Consulting) (2002 - January, 1994 to
present) Managing December, 2001.
Director -- Dain
Rauscher (Investment
Banking) (1999 - 2001)
</Table>

-4-

Timothy M. O'Brien Class I Director Term expires October Independent Consultant Director and Audit
(55) (term to commence on 31, 2009 (pension consulting) Committee Chair of
or around September (2003 - present); Chief AirGate PCS, Inc.
15, 2005) Executive Officer -- (mobile network
American Humane operations;
Association publicly-traded
(1999 - 2003); company) (2004 -
Consultant -- William present); Member of
Mercer Consulting the Investment
(investment and Advisory Council of
fiduciary consulting) the Alaska State
(1995 - 1999) Pension Investment
Board (2000 -
present)

<Caption>
INTERESTED DIRECTORS, AND OFFICERS
- -----------------------------------------------------------------------------------------------------------------
TERM OF OFFICE
POSITION(S) HELD WITH (IF APPLICABLE) AND PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS
NAME AND AGE THE VP FUND LENGTH OF TIME SERVED DURING PAST 5 YEARS HELD
- ------------ --------------------- --------------------- ----------------------- -------------------

Alison D. Rudolf* Class III Director Since May, 2004 Term Township Manager -- Director -- ICMA
(52) expires October 31, Lower Moreland Twp, PA Retirement
2005 (1982 - present) Corporation (2003 -
present);
Trustee -- ICMA
Retirement Trust
(1997 - 2000)
Joan McCallen** President and Since September, 2003 Chief Executive None
(52) Principal Executive Officer -- ICMA
Officer Retirement Corporation
(August 2003 -
present); President --
Vantagepoint Investment
Advisers, LLC
(September
2003 - present);
President, Chief
Executive Officer and
Director -- ICMA-RC
Services, LLC
(broker-dealer)
(September
2003 - present);
Executive Vice
President and Chief
Operations Officer
ICMA-Retirement
Corporation (1997 to
2003)
Bruce James Senior Vice President Since September, 2004 Senior Vice President None
Rohrbacher** and Chief Compliance and Chief Compliance
(52) Officer Officer -- ICMA
Retirement Corporation
(2004 to present);
Director of Compliance
and Internal
Audit -- Frank Russell
Company (investment
management firm)
(1996 - 2004).
</Table>

-5-

<Table>
<Caption>
INTERESTED DIRECTORS, AND OFFICERS
- -----------------------------------------------------------------------------------------------------------------
TERM OF OFFICE
POSITION(S) HELD WITH (IF APPLICABLE) AND PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS
NAME AND AGE THE VP FUND LENGTH OF TIME SERVED DURING PAST 5 YEARS HELD
- ------------ --------------------- --------------------- ----------------------- -------------------

Gerard P. Maus** Treasurer and Since December, 2004 Senior Vice President None
(54) Principal Financial and Chief Financial
Officer Officer ICMA Retirement
Corporation (November
2004 to present)
Manager and
Treasurer -- VIA, VTA,
ICMA-RC Services (Dec.
2004 - present); Chief
Financial Officer and
Chief Administrative
Officer -- SoundView
Technology Group
(investment banking)
(Nov. 2002 - Nov.
2004); Chief Financial
Officer, Treasurer,
Director, Member --
SoundView Technology
Group Internal
Companies (investment
banking) (Nov.
2002 - Nov. 2004);
Chief Operating
Officer -- Advanced
Technology Ventures
(venture capital firm)
(Apr. 2001 - Feb.
2002); Chief Financial
Officer, Chief
Administrative
Officer -- State Street
Research & Management
Co. (investment
management firm)
(1993 - 2001);
Treasurer -- SSRM
Family of Funds
(registered investment
company) (1993 - 2001);
Chairman,
Director -- SSRM Family
of Funds (registered
investment company)
(May 2000 - Nov. 2000);
Director -- SSRM
Internal Companies
(investment management
firm) (1993 - 2001);
Paul Gallagher** Secretary Since November, 1998 Senior Vice President None
(50) and General
Counsel -- ICMA
Retirement Corporation
(2004 - present); Vice
President and General
Counsel -- ICMA
Retirement Corporation
(1998 - 2003);
Secretary --
Vantagepoint Investment
Advisers, LLC (1999
present).
</Table>

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

* Ms. Rudolf is considered an interested person of the VP Fund, as that term is
defined by the 1940 Act, because she is a director of ICMA Retirement
Corporation ("ICMA-RC"). VIA is a wholly-owned subsidiary of ICMA-RC.

-6-

** Ms. McCallen and Messrs. Rohrbacher, Maus and Gallagher are the executive
officers of the VP Fund and are considered interested persons of the VP Fund,
as that term is defined by the 1940 Act, due to their respective positions
with VIA and its affiliated persons.

During the fiscal year ended December 31, 2004, the Board held eight
meetings.

FUND SHARE OWNERSHIP

The following table represents the range of Fund shares owned by the
current directors and Mr. O'Brien as of July 28, 2005:

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN
BY DIRECTOR IN FAMILY OF
NAME OF DIRECTOR DOLLAR RANGE OF FUND SHARES OWNED INVESTMENT COMPANIES
- ---------------- --------------------------------------- --------------------------------

INDEPENDENT DIRECTORS
N. Anthony Calhoun........... -0- -0-
Donna K. Gilding............. -0- -0-
Arthur R. Lynch.............. Aggressive Opportunities Over $100,000
Fund -- $50,001 - $100,000; Growth
Fund -- $50,001 - $100,000; Growth &
Income Fund -- $$10,001 - $50,000;
Model Portfolio Traditional Growth
Fund -- $1 - $10,000; Model Portfolio
Long-Term Growth Fund -- Over $100,000;
Model Portfolio All-Equity Growth
Fund -- $10,001 - $50,000.
Peter Meenan................. -0- -0-
Robin L. Wiessmann........... -0- -0-
INTERESTED DIRECTOR
Alison D. Rudolf............. Model Portfolio Long-Term Growth Over $100,000
Fund -- Over $100,000; Model Portfolio
Conservative Growth Fund -- $50,001 -
$100,000; Model Portfolio Traditional
Growth Fund - Over $100,000.
INDEPENDENT DIRECTOR-ELECT
Timothy M. O'Brien........... -0- -0-
</Table>

COMPENSATION OF DIRECTORS AND OFFICERS

Directors are paid a quarterly retainer of 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, and the
chairperson 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 per meeting 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 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.

Finally, 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

-7-

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 of 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 following table provides information about compensation received by
each director for the fiscal year ended December 31, 2004. Information for Mr.
O'Brien is not included below, as his term has yet to commence.

<Table>
<Caption>
AGGREGATE COMPENSATION
FROM THE TRUST
----------------------

INDEPENDENT DIRECTORS
N. Anthony Calhoun........................................ $15,500
Donna K. Gilding.......................................... $16,500
Arthur R. Lynch........................................... $15,500
Peter Meenan.............................................. $13,500
Robin L. Wiessmann........................................ $14,500
INTERESTED DIRECTOR
Alison D. Rudolf*......................................... Not applicable
</Table>

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

* Ms. Rudolf declined to receive compensation for the year ended December 31,
2004.

The following table provides information about compensation received by
each current director in 2005 for the 2003 and 2004 annual adjustment for
increases in the national CPI/urban index. The directors were entitled to
receive this adjustment in 2003 and 2004 under the compensation policy, but did
not receive the adjustments until 2005. Information for Mr. O'Brien is not
included below, as his term has yet to commence.

<Table>
<Caption>
COMPENSATION FOR 2003 COMPENSATION FOR 2004
NAME OF PERSON ADJUSTMENT ADJUSTMENT
- -------------- --------------------- ---------------------

INDEPENDENT DIRECTORS
N. Anthony Calhoun........................... $605.80 $396.01
Donna K. Gilding............................. $461.12 $432.27
Arthur R. Lynch.............................. $505.28 $396.01
Peter Meenan................................. $472.74 $348.04
Robin L. Wiessmann........................... $438.04 $371.82
INTERESTED DIRECTOR
Alison D. Rudolf*............................ Not applicable Not applicable
</Table>

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

* Ms. Rudolf began serving as a director in 2004 and declined to receive
compensation for the year ended December 31, 2004.

Currently, the VP Fund's officers do not receive compensation for their
services as officers.

BOARD COMMITTEES

The Board has established three standing committees: Nominating Committee,
Investment Committee and Audit Committee.

-8-

Nominating Committee

The Nominating Committee consists of all of the Board's Independent
Directors 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). In considering a director candidate's
qualifications, the Committee generally considers the potential candidate's
educational background, business or professional experience, and reputation. In
addition, the Committee has established minimum qualifications for Board
membership: (1) as Independent Director, such candidate must be independent from
relationships with the Trust's investment manager and other principal service
providers both within the terms and the spirit of the statutory independence
requirements specified under the Investment Company Act of 1940; and (2) that
candidates 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. When appropriate, the
Committee members conduct interviews with potential candidates.

When the Board has or expects to have a vacancy on the Board, the Committee
receives and reviews information about potential candidates, including any
recommendations by shareholders. The Committee evaluates candidates recommended
by shareholders based on the criteria described above. The 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 periodically reviews 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. The Committee also
periodically reviews director compensation. The Committee makes recommendations
to the Board for nomination for membership on all Board committee and reviews as
necessary the responsibilities of Board committees.

The Nominating Committee met three times during the VP Fund's past fiscal
year, and has met five times so far this fiscal year. The Nominating Committee's
charter is attached as Appendix A.

Investment Committee

The Investment Committee consists of Donna K. Gilding, Peter Meenan and N.
Anthony Calhoun. The Investment Committee has been delegated the authority to
approve the reallocation of the assets of a given Fund among one or more
subadvisers that have an existing subadvisory agreement with respect to the Fund
when a reallocation recommendation is presented to the Investment Committee by
VIA, such as prior to a meeting of the Board. The Investment Committee also
reviews recommendations from VIA for subadviser replacements if requested by
VIA. The Investment Committee did not meet during the VP Fund's past fiscal
year, and has not met so far this fiscal year.

Audit Committee

The current members of the Audit Committee are: Arthur R. Lynch and N.
Anthony Calhoun. The Board has determined that each current member of the Audit
Committee is an "audit committee financial expert" 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 Funds' 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 met five
times during the VP Fund's past fiscal year, and has met two times so far this
fiscal year.

-9-

RECORD OF BENEFICIAL OWNERSHIP

As of July 28, 2005, the VP Fund had 1,354,996,986 outstanding shares. A
majority of the voting shares of each Fund are held, either directly, or
indirectly through the Model Portfolio Funds and the Milestone Funds, by the
VantageTrust, a group trust sponsored and maintained by The VantageTrust Company
("Trust Company"). The VantageTrust, 777 North Capitol Street, NE, Washington,
D.C. 20002, was established for the purpose of holding and investing the assets
of public sector retirement and deferred compensation plans. The Trust Company,
a New Hampshire non-depository banking corporation, has the power to vote the
shares of the Funds directly held by the VantageTrust and has the power to
direct the vote of the shares of the Model Portfolio Funds and the Milestone
Funds under the proxy voting policy adopted by VIA. The Trust Company therefore
holds with the power to vote more than 25% of the VP Fund's voting securities
and thus under the 1940 Act is considered to "control" the VP Fund. In addition,
the Trust Company holds with the power to vote more than 25% of the voting
securities of certain Funds (see percentages below) and thus under the 1940 Act
is considered to "control" those Funds. As a control person of the VP Fund and
certain Funds, the Trust Company may possess the ability to control the outcome
of matters submitted to the vote of VP Fund shareholders. Both the Trust Company
and VIA are wholly-owned subsidiaries of ICMA-RC.

The following represents the amount and percentage of shares outstanding in
each of the Funds that are directly or indirectly held by the VantageTrust, as
of July 28, 2005:

<Table>
<Caption>
NAME OF FUND % OWNERSHIP NUMBER OF SHARES
- ------------ ----------- ----------------

Money Market Fund........................................ 52.33% 68,888,355
Short-Term Bond Fund..................................... 82.84% 4,332,124
US Government Securities Fund............................ 95.12% 14,447,025
Asset Allocation Fund.................................... 98.10% 100,543,452
Equity Income Fund....................................... 94.98% 125,952,264
Growth & Income Fund..................................... 94.74% 87,450,822
Growth Fund.............................................. 98.28% 334,153,989
Aggressive Opportunities Fund............................ 97.27% 103,274,528
International Fund....................................... 96.25% 59,330,296
Core Bond Index Fund, Class I............................ 92.18% 73,840,306
Core Bond Index Fund, Class II........................... 100.00% 17,233,447
500 Stock Index Fund, Class I............................ 91.07% 10,100,415
500 Stock Index Fund, Class II........................... 100.00% 26,833,857
Broad Market Index Fund, Class I......................... 92.54% 19,026,068
Broad Market Index Fund, Class II........................ 94.04% 38,454,719
Mid/ Small Company Index Fund, Class I................... 89.11% 3,856,207
Mid/ Small Company Index Fund, Class II.................. 100.00% 6,772,950
Overseas Index Fund, Class I............................. 90.87% 2,388,829
Overseas Index Fund, Class II............................ 100.00% 5,025,774
Model Portfolio Savings Oriented Fund.................... 89.42% 9,998,785
Model Portfolio Conservative Growth Fund................. 91.59% 19,386,501
Model Portfolio Traditional Growth Fund.................. 95.60% 45,750,406
Model Portfolio Long-Term Growth Fund.................... 97.21% 50,360,336
Model Portfolio All-Equity Growth Fund................... 94.76% 11,080,100
Milestone Retirement Income Fund......................... 79.06% 568,573
Milestone 2010 Fund...................................... 94.23% 1,729,682
Milestone 2015 Fund...................................... 95.72% 2,390,635
Milestone 2020 Fund...................................... 93.95% 1,477,447
Milestone 2025 Fund...................................... 92.62% 997,408
Milestone 2030 Fund...................................... 87.05% 426,542
</Table>

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<Table>
<Caption>
NAME OF FUND % OWNERSHIP NUMBER OF SHARES
- ------------ ----------- ----------------

Milestone 2035 Fund...................................... 75.76% 164,672
Milestone 2040 Fund...................................... 59.49% 82,785
</Table>

As of July 28, 2005, the directors (including Mr. O'Brien) and executive
officers of the VP Fund, both individually and as a group, owned less than 1% of
the VP Fund's outstanding shares.

INDEPENDENT PUBLIC ACCOUNTANTS

PricewaterhouseCoopers LLP ("PwC") has been selected to serve as the VP
Fund's independent public accountant for the VP Fund's fiscal year ending
December 31, 2005.

The aggregate fees billed for professional services rendered by the VP
Fund's principal accountant, PwC, for audits of the VP Fund's financial
statements (i.e., audit fees) were $220,400 and $214,500 for fiscal years ended
December 31, 2004 and 2003, respectively. The aggregate fees billed for
assurance and related services rendered by PwC that were reasonably related to
the performance of the audit of the VP Fund's financial statements (i.e.,
audit-related fees), and not reported under audit fees above, were $25,000 and
$42,500 for fiscal years ended December 31, 2004 and 2003, respectively. In
2004, such services were provided to monitor the transition of the VP Fund's
Index Funds from master-feeder to stand-alone investment structures. In 2003,
these services covered a review of the VP Fund's June 30, 2003 Semi-Annual
Report to Shareholders.

The aggregate fees billed for professional services rendered by PwC for tax
compliance, tax advice, and tax planning were $80,600 and $65,000 for fiscal
years ended December 31, 2004 and 2003, respectively. These services covered
preparation of the VP Fund's income tax and excise tax returns, and also
included related tax provision work.

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. The Audit Committee pre-approved 100% of the services
described above.

The aggregate amount of non-audit fees billed for professional services
rendered by PwC to VIA, the VP Fund's investment adviser, and any entity
controlling, controlled by, or under common control with VIA was $30,000 for
fiscal year ended December 31, 2003. These services were billed to and paid by
VIA's parent company for a review of the June 30, 2003 financial statements of
the VantageTrust, the VP Fund's controlling shareholder. No such services were
rendered by PwC in fiscal year ended December 31, 2004.

GENERAL INFORMATION

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 the Trust
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.

Joan McCallen serves as President and Chief Executive Officer of ICMA-RC,
President of VIA and President and Principal Executive Officer of the VP Fund.
Paul Gallagher serves as Senior Vice President, Secretary and General Counsel of
RC, Secretary of VIA and Secretary of the VP Fund. Gerald Maus serves as
Treasurer of the VP Fund, Senior Vice President and Chief Financial Officer of
ICMA-RC and Treasurer of VIA.

VIA provides investment advisory services to each Fund, under Master
Investment Advisory Agreements (the "Advisory Agreements"). VIA's advisory
services include Fund design, establishment of Fund invest-

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ment objectives and strategies, selection and management of subadvisers,
performance monitoring, and supervising and directing each Fund's 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 Fund.

Distributor

ICMA-RC Services, LLC ("RC Services"), 777 North Capitol Street, NE, Suite
600, Washington, D.C. 20002, serves as the distributor of the VP Fund's shares
pursuant to a Distribution Agreement. RC Services is a wholly-owned subsidiary
of ICMA-RC and an affiliate of VIA. Joan McCallen serves as President of RC
Services. The VP Fund did not pay any commissions to RC Services during the
fiscal year ended December 31, 2004.

Transfer Agent and Administrator

Vantagepoint Transfer Agents, LLC ("VTA"), 777 North Capitol Street, NE,
Suite 600, Washington, D.C. 20002, is the designated transfer agent of the VP
Fund's 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 investing in
the VP Fund. VTA is a wholly-owned subsidiary of ICMA-RC and an affiliate of
VIA. Joan McCallen serves as President of VTA. VTA receives fees from the VP
Fund for the services it provides.

The VP Fund has also entered into an Administration Agreement with
Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston, MA 02116,
wherein IBT performs certain financial reporting, tax filing and portfolio
compliance functions. IBT also serves as custodian for the Funds pursuant to a
Custodian Agreement.

DELIVERING THE INFORMATION STATEMENT TO SHAREHOLDERS IN THE SAME HOUSEHOLD

Only one copy of this Information Statement may be mailed to households,
even if more than one person in a household is a VP Fund shareholder of record.
If you need additional copies of this Information Statement, please contact the
VP Fund toll free at 1-800-669-7400. If you do not want the mailing of
Information Statements to be combined with those for other members of your
household in the future or if you received multiple copies of this Information
Statement and would rather receive just one copy for the household in the
future, contact the VP Fund in writing at 777 North Capitol Street, NE, Suite
600, Washington, D.C. 20002 or call the toll-free number above.

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.

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APPENDIX A

NOMINATING COMMITTEE CHARTER

I. THE COMMITTEE.

The Nominating 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 on the Board and make recommendations for nominees
for "interested" members of 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
qualification 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.

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
A-1

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

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