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.______ )
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The Vantagepoint Funds
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THE VANTAGEPOINT FUNDS
VANTAGEPOINT INTERNATIONAL FUND
777 NORTH CAPITOL STREET, NE
SUITE 600
WASHINGTON, D.C. 20002
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INFORMATION STATEMENT
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This Information Statement is being furnished on behalf of the Board of
Directors ("Directors" or "Board") of The Vantagepoint Funds (the "VP Funds") to
inform shareholders of the Vantagepoint International Fund (the "Fund") about
recent changes related to the Fund's subadvisory arrangements. These changes
were approved by the Board of the VP Funds on the recommendation of the Fund's
investment adviser, Vantagepoint Investment Advisers, LLC ("VIA"), without
shareholder approval as is permitted by an order of the U.S. Securities and
Exchange Commission ("SEC") dated May 8, 2000. 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 March 31, 2006 to
shareholders of record of the Fund as of March 3, 2006.
INTRODUCTION
VIA is the investment adviser for each of the VP Funds. VIA employs a
"manager of managers" arrangement in managing the assets of the VP Funds. This
permits VIA, subject to approval by the Board, to hire, terminate or replace
subadvisers unaffiliated with the VP Fund or VIA ("unaffiliated subadvisers"),
and to modify material terms and conditions of a subadvisory agreement, without
shareholder approval. VIA recommended and the Board has approved the appointment
of GlobeFlex Capital, LP ("GlobeFlex") and Walter Scott & Partners Limited
("Walter Scott") as additional subadvisers of the Fund.
Section 15(a) of the Investment Company Act of 1940 (the "1940 Act")
generally requires that the shareholders of a mutual fund approve an agreement
pursuant to which a person serves as investment adviser or subadviser of the
fund. In order to use the "manager or managers" authority discussed above, the
VP Funds and VIA requested and received an exemptive order from the SEC on May
8, 2000 (the "SEC Order"). The SEC Order exempts VIA and the VP Funds from
certain of the shareholder approval requirements of Section 15(a) of the 1940
Act and allows the VP Funds' Board, subject to certain conditions, to appoint
new, unaffiliated subadvisers and approve new subadvisory agreements on behalf
of the VP Funds without shareholder approval.
Consistent with the SEC Order, the Board, including a majority of the
Directors who are not "interested persons" of the VP Funds or of VIA under the
1940 Act ("Independent Directors"), appointed GlobeFlex and Walter Scott as
subadvisers of the Fund and approved investment subadvisory agreements among the
VP Funds, VIA and each of GlobeFlex and Walter Scott relating to the Fund (each
a "Subadvisory Agreement"). As discussed later in this Information Statement,
the Board carefully considered the matter and concluded that the appointment of
GlobeFlex and Walter Scott under the terms of the Subadvisory Agreements was in
the best interests of the Fund and its shareholders. GlobeFlex and Walter Scott
began to serve as subadvisers to the Fund on January 3, 2006, the date upon
which the Subadvisory Agreements took effect.
As a condition to relying on the SEC Order, VIA and the VP Funds are
required to furnish Fund shareholders with notification of the appointment of a
new unaffiliated subadviser within ninety days from the date that the subadviser
is hired. This Information Statement provides that notice and gives details of
the new arrangements.
APPOINTMENT OF NEW SUBADVISERS OF THE FUND
Effective January 3, 2006, GlobeFlex and Walter Scott were appointed as new
subadvisers of the Fund. Artisan Partners Limited Partnership and Capital
Guardian Trust Company continue to serve as subadvisers to the Fund. In a
transition phase which began on January 4, 2006, the Fund's assets were
transitioned and reallocated to and among the Fund's four subadvisers.
VIA'S RECOMMENDATION AND THE BOARD OF DIRECTORS' DECISION
VIA recommended the appointment of GlobeFlex and Walter Scott each as a
subadviser of the Fund after a search for international equity managers. Each of
GlobeFlex and Walter Scott was recommended because, among other things, each (i)
demonstrated consistent historical performance; (ii) takes an opportunistic and
disciplined approach in managing international assets; (iii) has an investment
staff experienced in managing international equity portfolios; (iv) is led by a
stable management team; (v) possesses a workable organizational structure; (vi)
has adequate infrastructure and support staff; and (vii) is expected to use an
investment approach complementary to that employed by Artisan Limited
Partnership and Capital Guardian Trust Company in managing the Fund's assets.
Before approving VIA's recommendations, the Board of the VP Funds, at a meeting
held on December 16, 2005, (the "December Meeting") considered the
recommendations of, and supporting analyses and data presented by, VIA.
At the December Meeting, the Board, including a majority of the Independent
Directors, approved initial Subadvisory Agreements among the VP Funds, VIA and
each of GlobeFlex and Walter Scott, relating to the Fund.
With respect to the Board's consideration of the respective Subadvisory
Agreements with GlobeFlex and Walter Scott, the Directors received written
information in advance of the December Meeting from VIA, which included: (1) the
process by which VIA selected and recommended for Board approval GlobeFlex and
Walter Scott as subadvisers of the Fund; (2) the nature and quality of the
services that GlobeFlex and Walter Scott would provide to the Fund; (3) each
proposed subadviser's experience, reputation, investment management business,
personnel and operations; (4) each proposed subadviser's brokerage and trading
policies and practices; (5) the level of subadvisory fees to be charged to the
Fund by GlobeFlex and Walter Scott and a comparison of those fees to the: (a)
standard separate account fee schedule charged by each of GlobeFlex and Walter
Scott for managing international equity accounts; and (b) fees charged by a
group of active separate account investment managers utilizing an international
equity mandate; (6) GlobeFlex's and Walter Scott's compliance programs; (7)
GlobeFlex's and Walter Scott's historical performance returns utilizing an
all-cap, international equity mandate and a concentrated growth, international
equity mandate, respectively, and such performance compared to a relevant
benchmark; (8) the Fund's projected total expense ratio compared to a group of
foreign large blend mutual funds similar in investment objective to the Fund and
with a minimum of $100 million in assets; and (9) each proposed subadviser's
financial condition.
In considering the information and materials described above, the
Independent Directors received assistance from and met separately with their
independent legal counsel and were provided with a written description of their
statutory responsibilities and the legal standards that are applicable to
approvals of advisory agreements.
In determining whether to approve each Subadvisory Agreement, the Directors
considered the information received in advance of the December Meeting, the
presentations made by, and discussions held with, VIA's personnel and the VP
Funds' Chief Compliance Officer at the December Meeting, as well as a variety of
factors, and reached the following conclusions:
Nature, Extent and Quality of Services. With respect to the nature, extent
and quality of the services expected to be provided by GlobeFlex and Walter
Scott under their respective Subadvisory Agreements, the Directors considered
the specific investment process to be employed by each of GlobeFlex and Walter
Scott in managing the assets of the Fund to be allocated to them; the
qualifications of GlobeFlex's and Walter Scott's respective investment
management teams with regard to implementing an all-cap, international equity
mandate and a concentrated growth, international equity mandate, respectively;
each proposed subadviser's overall favorable performance record as compared to a
relevant benchmark; each proposed subadviser's
infrastructure and whether it appears to adequately support an international
equity strategy; and VIA's review process and favorable assessment as to the
nature, quality and extent of the subadvisory services expected to be provided
by each of GlobeFlex and Walter Scott to the Fund. The Directors acknowledged
that GlobeFlex and Walter Scott each has a successful performance record as an
international equity manager and each has an experienced portfolio management
team, and appears to have adequate infrastructure and support staff to seek to
achieve favorable results implementing an all-cap, international equity mandate,
with respect to GlobeFlex, and a concentrated growth, international equity
mandate, with respect to Walter Scott, for the Fund. The Directors concluded
that the nature, extent and quality of the subadvisory services expected to be
provided by each of GlobeFlex and Walter Scott were appropriate for the Fund in
light of its investment objective and, thus, supported a decision to approve
each Subadvisory Agreement.
Investment Performance. The Directors evaluated GlobeFlex's and Walter
Scott's historical investment performance record in managing their clients'
assets utilizing an all-cap, international equity mandate, with respect to
GlobeFlex, and a concentrated growth, international equity mandate, with respect
to Walter Scott, and considered each performance record versus a relevant
benchmark. The Directors concluded that the historical investment performance
record of each of GlobeFlex and Walter Scott supported approval of each
Subadvisory Agreement with GlobeFlex and Walter Scott, respectively.
Subadvisory Fees, Expense Ratio Impact and Economies of Scale. In
evaluating each proposed subadvisory fee, the Directors reviewed GlobeFlex's and
Walter Scott's subadvisory fee schedules. They considered that, based on the
amount of assets proposed to be allocated to the existing and proposed
subadvisers at current asset levels, it was projected there would be no increase
in overall subadvisory fees associated with the appointment of GlobeFlex and
Walter Scott as subadvisers to the Fund, and there would, in fact, be a decrease
in overall subadvisory fees and the Fund's total expense ratio.
The Directors considered comparisons of the subadvisory fees to be charged
by GlobeFlex and Walter Scott to the Fund with each subadviser's standard fee
schedule for managing an investment mandate similar to the mandate the
subadviser is to employ on behalf of the Fund. The Directors also considered
that, according to the information provided, the proposed fee schedule for
GlobeFlex reflected the lowest fee rate currently charged by the subadviser to
other accounts for which the subadviser provides advisory services utilizing a
similar mandate, and the proposed fee schedule for Walter Scott is the same as
for two other comparably-sized U.S. mutual funds advised by Walter Scott that
have a similar investment mandate. Additionally, the services each subadviser is
to provide to the Fund appeared to be comparable to those each subadviser
provides to such other advisory clients. The Directors reviewed information
provided by VIA (which was based on an independent third-party source) on the
fees charged to accounts with assets comparable to the amount of assets to be
allocated initially to GlobeFlex and Walter Scott by a group of separate account
investment managers that employ an active international equity mandate.
According to the information provided, the effective fee rate to be paid by the
Fund to Walter Scott would be below the median fee charged by such managers; and
the effective fee rate to be paid by the Fund to GlobeFlex would be below the
median fee charged by such managers and in the first quartile (lowest fee
quartile) of all active international managers. Referring to data compiled by
Lipper Inc., an independent provider of investment company data, the Directors
also noted that the projected investment advisory fee for the Fund, taking into
account all of the proposed subadviser changes, was lower than the median
investment advisory fee of a selected group of investment companies with a
similar investment objective classification. The Directors also considered
information provided by VIA on the total expense ratios of a group of foreign
large blend mutual funds with investment objectives similar to the Fund and with
minimum assets of $100 million, which showed that, if GlobeFlex and Walter Scott
each served as a subadviser to the Fund at the proposed fee rates and asset
allocation levels, and taking into account the proposed allocation changes for
the existing subadvisers, the Fund's projected total expense ratio would be
below the average and median expense ratios of such funds.
The foregoing comparisons assisted the Directors in considering each
Subadvisory Agreement by providing them with a basis for evaluating GlobeFlex's
and Walter Scott's fees, including in light of the Fund's projected overall
investment advisory fee and total expense ratio, on a relative basis. Based on
this information, the Directors concluded that GlobeFlex's and Walter Scott's
subadvisory fees each appeared to be within a reasonable range for the services
to be provided.
The Directors also reviewed the information provided by Walter Scott
regarding the estimated profits to be realized from the subadviser's
relationship with the Fund; the Directors were informed that such information
was not available with respect to GlobeFlex. In reviewing the extent to which
economies of scale may be realized by GlobeFlex and Walter Scott as the assets
of the Fund to be managed by each subadviser grow, and whether the proposed fee
levels reflect these economies, the Directors considered that Walter Scott's
proposed fee schedule includes breakpoints, which indicated that the proposed
subadvisory fee rate is intended to capture certain anticipated economies of
scale for the benefit of the Fund's shareholders in connection with the services
to be provided, and concluded that the proposed fee schedule for Walter Scott
was appropriate at this time. With respect to GlobeFlex, the Directors
considered that, although the proposed subadvisory fee schedule does not include
breakpoints, the fee schedule is lower than GlobeFlex's standard fee schedule
for an international all-cap equity mandate, which suggested that such fee
schedule subsumes certain anticipated economies of scale for the benefit of the
Fund's shareholders in connection with the services to be provided. The
Directors concluded that the proposed schedule for GlobeFlex was appropriate at
this time.
Other Considerations. The Directors considered VIA's judgment that the
addition of GlobeFlex and Walter Scott as subadvisers to the Fund would add
value by complementing the investment approach of the Fund's current investment
subadvisers, Artisan Partners Limited Partnership and Capital Guardian Trust
Company. In this regard, the Directors considered that the addition of GlobeFlex
and Walter Scott as subadvisers should serve to increase portfolio
diversification and help to reduce the volatility and overall investment risks
of the Fund's portfolio while increasing its potential for positive returns. The
Directors also considered information from VIA concerning its strategy to
efficiently and economically effect the subadviser transitions. The Directors
concluded that these considerations supported approval of each Subadvisory
Agreement.
The Directors considered the selection and due diligence process employed
by VIA in deciding to recommend GlobeFlex and Walter Scott as subadvisers to the
Fund and also considered VIA's conclusion that the fees to be paid to each of
GlobeFlex and Walter Scott for their respective services to the Fund are
reasonable and appropriate in light of the nature and quality of services to be
provided by each subadviser and the reasons supporting that conclusion. The
Directors concluded that VIA's recommendations and conclusions supported
approval of each Subadvisory Agreement.
The Directors also considered the potential "fall-out" or ancillary
benefits that may accrue to GlobeFlex and Walter Scott due to each subadviser's
relationship with the Fund. The Directors considered that GlobeFlex may direct
the Fund's brokerage transactions to certain brokers to obtain research and
other services. However, the Directors noted that all subadvisers are required
to select brokers who meet the Fund's requirements for seeking best execution,
and that VIA monitors and evaluates the subadvisers' trade execution with
respect to Fund brokerage transactions on a regular basis and provides reports
to the Board in this regard. The Directors concluded that the potential benefits
accruing to each subadviser by virtue of its relationship to the Fund are
reasonable.
Conclusion. After full consideration of the foregoing factors, with no
single factor identified as being of paramount importance, the Directors,
including a majority of the Independent Directors, concluded that the initial
approval of each Subadvisory Agreement is in the best interests of the Fund and
its shareholders, and approved the Subadvisory Agreement with, and the fee to be
paid to, each of GlobeFlex and Walter Scott.
THE SUBADVISORY AGREEMENTS
The Subadvisory Agreements have terms substantially similar to the
agreements with other subadvisers to the VP Funds, except for the rates of the
fees payable by the Fund to each of GlobeFlex and Walter Scott. Each subadviser
will make all investment decisions for the portion of the Fund's assets
allocated to it, and will continuously review, supervise and administer the
Fund's investment program with respect to those assets. GlobeFlex and Walter
Scott are not affiliated with VIA. Each of GlobeFlex and Walter Scott discharges
its responsibilities subject to the supervision of VIA and the Board, and has
agreed to do so in a manner consistent with the Fund's investment objective,
policies and limitations. Each Subadvisory Agreement, dated January 3, 2006, has
an initial term ending February 28, 2007. Thereafter, continuance of the
Subadvisory Agreement requires the annual approval of the VP Funds' Board of
Directors, including a majority of the Independent Directors.
GlobeFlex's subadvisory fee, based on the value of the Fund's assets under
its management, is an annual rate of 0.40%.
Walter Scott's subadvisory fee, based on the value of the Fund's assets
under its management is an annual rate of 0.60% for the first $100 million and
0.50% over $100 million.
THE NEW SUBADVISERS
GlobeFlex was founded as an investment adviser in 1994 and is registered
with the SEC as an investment adviser. Its principal place of business is at
4365 Executive Drive, Suite 720, San Diego, CA 92121. GlobeFlex is organized as
a California partnership with its general partner being Ansmar Capital, Inc.,
4365 Executive Drive, Suite 720, San Diego, CA 92121, a Delaware corporation
controlled by Marina Marelli and Robert Anslow. As of December 31, 2005, assets
under management were approximately $3 billion. GlobeFlex's principal executive
officers are listed on Exhibit A.
GlobeFlex does not currently serve as investment subadviser for any other
series of the VP Funds. GlobeFlex does not currently serve as an adviser or
subadviser to any other registered investment company with investment objectives
similar to those of the Fund.
Walter Scott was founded as an investment adviser in 1983 and is registered
with the SEC as an investment adviser. Its principal place of business is at One
Charlotte Square, Edinburgh, Scotland EH2 4DZ. Walter Scott is organized as a
corporation in Scotland, United Kingdom. The corporation is privately held and
is controlled by Dr. Walter Scott. As of December 31, 2005, assets under
management were approximately $24 billion. Walter Scott's principal executive
officers and directors are listed on Exhibit A.
Walter Scott does not currently serve as investment subadviser for any
other series of the VP Funds. Other registered investment companies with
investment objectives similar to those of the Fund for which Walter Scott serves
as investment adviser or subadviser are listed on Exhibit B.
THE INVESTMENT ADVISER AND THE MASTER INVESTMENT ADVISORY AGREEMENTS
VIA, 777 North Capitol Street, NE, Washington, D.C. 20002, is a wholly
owned subsidiary of, and controlled by the ICMA Retirement Corporation
("ICMA-RC"), a retirement plan administrator and investment adviser whose
principal investment advisory client is The VantageTrust Company. ICMA-RC was
established in 1972 as a not-for-profit organization 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 has been registered as an investment adviser with the SEC since
1999.
Joan McCallen serves as President and Chief Executive Officer of ICMA-RC,
Manager and President of VIA and President and Principal Executive Officer of
the VP Funds. Paul Gallagher serves as Senior Vice President, Secretary and
General Counsel of ICMA-RC, Senior Vice President and Secretary of VIA and
Secretary of the VP Funds. Gerard P. Maus serves as Treasurer of the VP Funds,
Senior Vice President and Chief Financial Officer of ICMA-RC and Treasurer of
VIA.
VIA provides investment advisory services to each of the VP Funds,
including the Fund, under Master Investment Advisory Agreements (the "Advisory
Agreements") dated January 3, 2005 and March 1, 1999, as amended on December 1,
2000. VIA's advisory services include fund design, establishment of fund
investment 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 VP Funds' Board regarding
the investment strategy and performance of each VP Fund.
Pursuant to the Advisory Agreements, the VP Funds compensate VIA for these
services to the Fund by paying VIA an annual advisory fee assessed against
average daily net assets under management of 0.10%. VIA received $621,765 in
advisory fees for the fiscal year ended December 31, 2005.
SUBADVISORY FEES PAID
Artisan Partners Limited Partnership and Capital Guardian Trust Company
earned $2,213,825 and $1,294,030, respectively in fees for services provided to
the Fund for the fiscal year ended December 31, 2005. Neither GlobeFlex nor
Walter Scott served as subadviser to the Fund for the most recently ended fiscal
year. Had GlobeFlex and Walter Scott also served as investment subadvisers of
the Fund for the year ended December 31, 2005 for their respective portion of
the Fund as determined in January 2006, each would have earned $463,698 and
$1,051,251, respectively, in fees for services provided to the Fund.
PAYMENTS TO AFFLIATED BROKERS
The Fund did not make any payments to an affiliated broker for the fiscal
year ended December 31, 2005.
RECORD OF BENEFICIAL OWNERSHIP
As of March 3, 2006, the Fund had 72,493,576 shares outstanding. A majority
of the voting shares of the Fund are held, either directly or indirectly through
the Vantagepoint Model Portfolio Funds and the Vantagepoint 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 VP Funds directly held by the VantageTrust and has the
power to direct the vote of the shares of the Vantagepoint Model Portfolio Funds
and the Vantagepoint 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 Funds' voting securities and thus under the 1940 Act is considered to
"control" the VP Funds. In addition, the Trust Company holds with the power to
vote more than 25% of the voting securities of the Fund (see percentages below)
and thus under the 1940 Act is considered to "control" the Fund. As a control
person of the VP Funds and the Fund, the Trust Company may possess the ability
to control the outcome of matters submitted to the vote of shareholders. Both
the Trust Company and VIA are wholly owned subsidiaries of ICMA-RC.
As of March 3, 2006, the VantageTrust held, directly or indirectly,
69,566,184 shares of the Fund or 95.96%. Also, as of March 3, 2006, the
directors and executive officers of the VP Funds, both individually and as a
group, owned less than 1% of the Fund's outstanding shares.
GENERAL INFORMATION
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 Funds' 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 Funds did not pay any commissions to RC Services during the
fiscal year ended December 31, 2005.
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
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 Funds related to the retirement plans investing in
the VP Funds. 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 Fund
for the services it provides.
The VP Funds have 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.
HOUSEHOLDING
Only one copy of this Information Statement may be mailed to households,
even if more than one person in a household is a Fund shareholder of record;
unless the VP Funds has received instructions to the contrary. If you need
additional copies of this Information Statement, please contact the VP Funds
toll free at 1-800-669-7400 or in writing at 777 North Capitol Street, NE, Suite
600, Washington, D.C. 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 Funds in writing at 777 North Capitol
Street, NE, Suite 600, Washington, D.C. 20002 or toll free at 1-800-669-7400.
FINANCIAL INFORMATION
Shareholders can obtain a copy of the VP Funds' most recent Annual Report
and any Semi-Annual Report following the Annual Report, without charge, by
writing the VP Funds at 777 North Capitol Street, NE, Suite 600, Washington,
D.C. 20002 or by calling the VP Funds toll free at 1-800-669-7400.
EXHIBIT A
The principal executive officers of GlobeFlex and their Principal
Occupations are set forth below:
<Table>
<Caption>
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NAME TITLE AND PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------
Marina Marrelli Chief Executive Officer and Director of Client
Service/Marketing
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Robert Anslow Chief Investment Officer
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Jennifer O'Connell Chief Financial Officer
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Laima Tumas Chief Compliance Officer
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Jerre Bridges Vice President - Client Services
- ---------------------------------------------------------------------------------------------
Medy Papa Head of Operations
- ---------------------------------------------------------------------------------------------
</Table>
The principal address for each officer of GlobeFlex is 4365 Executive
Drive, Suite 720, San Diego, CA 92121.
The principal executive officers and directors of Walter Scott and their
Principal Occupation are set forth below:
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------
NAME TITLE AND PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------
Dr. Walter Scott Chairman
- ---------------------------------------------------------------------------------------------
Alan McFarlane Managing Director
- ---------------------------------------------------------------------------------------------
Marilyn Harrison Director
- ---------------------------------------------------------------------------------------------
John Clark Director
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Dr. Kenneth Lyall Director
- ---------------------------------------------------------------------------------------------
James D. Smith Director
- ---------------------------------------------------------------------------------------------
Pamela Maxton Director
- ---------------------------------------------------------------------------------------------
Alistair Lyon-Dean Chief Compliance Officer, Company Secretary
- ---------------------------------------------------------------------------------------------
Sharon Bentley-Hamlyn Director
- ---------------------------------------------------------------------------------------------
Rodger Nisbet Director
- ---------------------------------------------------------------------------------------------
</Table>
The principal address for each director and officer of Walter Scott is One
Charlotte Square, Edinburgh, Scotland EH2 4DZ.
EXHIBIT B
Other registered investment companies for which Walter Scott serves as
investment adviser/subadviser and that have investment objectives and strategies
similar to those of the Fund:
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------
ASSETS UNDER WALTER SCOTT'S
MANAGEMENT AS OF DECEMBER 31, 2005
NAME IN $MM RATE OF COMPENSATION
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Guidestone Funds $248.6 First $50 million @ 0.75%
International Equity Fund* thereafter
0.50%
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BBH International Equity $216.2 First $250 million @ 0.55%
Fund** thereafter
0.35%
- -----------------------------------------------------------------------------------------------------
Brown Advisory $119.1 First $100 million @ 0.60%
International Fund thereafter
0.50%
- -----------------------------------------------------------------------------------------------------
AXA Enterprise $ 78.0 First $100 million @0.60%
International Growth thereafter
Fund 0.50%
- -----------------------------------------------------------------------------------------------------
</Table>
* This rate was established in 1994 and is no longer offered by Walter
Scott.
**The assets of this account are aggregated with the assets of another
offshore fund and, as of December 31, 2005, the total assets managed
exceed $300 million.