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 INFLATION PROTECTED SECURITIES FUND
(formerly the Vantagepoint US Government Securities Fund)
777 NORTH CAPITOL STREET, NE
SUITE 600
WASHINGTON, D.C. 20002
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INFORMATION STATEMENT
------------
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 Inflation Protected Securities Fund
(formerly the US Government Securities 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" or the "Adviser"), 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 July 25, 2007 to
shareholders of record of the Fund as of June 30, 2007.
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 Funds or VIA ("unaffiliated subadvisers"),
and to modify material terms and conditions of a subadvisory agreement, without
shareholder approval. VIA recommended and the Board approved the appointment of
Pacific Investment Management Company ("PIMCO") and Fischer Francis Trees and
Watts, Inc. ("FFTW") as 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 PIMCO and FFTW as subadvisers of
the Fund and approved investment subadvisory agreements among the VP Funds, VIA
and each of PIMCO and FFTW 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 PIMCO and
FFTW under the terms of the Subadvisory Agreements was in the best interests of
the Fund and its shareholders. PIMCO and FFTW began to serve as subadvisers to
the Fund on May 1, 2007, the date upon which the Subadvisory Agreements took
effect. As discussed further below, however, FFTW does not currently serve as a
subadviser to the Fund.
[Vantagepoint Funds Logo]
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 AND CHANGES TO THE FUND'S NAME
AND PRINCIPAL INVESTMENT STRATEGY
At a December 8, 2006 meeting ("December Meeting") of the Board of the VP
Funds, VIA recommended and the Board approved the implementation of a new
principal investment strategy for the Vantagepoint US Government Securities Fund
to be effective May 1, 2007. The new principal investment strategy provides that
the Fund will invest, under normal circumstances, at least 80% of its net assets
in inflation protected U.S. and non-U.S. debt securities. In connection with
this change in investment strategy, the Board approved, effective May 1, 2007:
(i) a change in the name of the Fund to the Vantagepoint Inflation Protected
Securities Fund; (ii) the appointment of PIMCO and FFTW as new Fund subadvisers;
and (iii) the termination of Mellon Capital Management Corporation as a Fund
subadviser. Effective May 1, 2007 PIMCO and FFTW began serving as new
subadvisers of the Fund. However, on May 15, 2007, Paul J. Zhao, the portfolio
manager at FFTW who was responsible for making investment decisions for the
portion of the Fund's assets managed by FFTW, left FFTW. At a meeting held on
May 18, 2007, VIA recommended and the Board of the VP Funds approved the
termination of FFTW as a subadviser to the Fund. The Fund's assets managed by
FFTW were transitioned to PIMCO and PIMCO serves as the sole subadviser to the
Fund at this time.
VIA'S RECOMMENDATION AND THE BOARD OF DIRECTORS' DECISION
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 PIMCO and FFTW, relating to the Fund.
VIA recommended the appointment of PIMCO and FFTW each as a subadviser of
the Fund after a search for managers with experience managing inflation
protected securities. Each of PIMCO and FFTW was recommended because, among
other things, they each (i) demonstrated consistent historical performance; (ii)
outperformed peers on a risk adjusted basis; (iii) has investment staff
member(s) experienced in managing an inflation protected securities mandate;
(iv) is led by a stable management team; (vi) possesses a workable
organizational structure; and (vii) has adequate infrastructure and support
staff. Before approving VIA's recommendations, the Board of the VP Funds
considered the recommendations of, and supporting analyses and data presented
by, VIA.
With respect to the Board's consideration of the respective Subadvisory
Agreements with FFTW and PIMCO, the Directors received written information in
advance of the December Meeting from VIA, which included: (1) the rationale for
the change in the principal investment strategy of the Fund; (2) the process by
which VIA selected and recommended for Board approval FFTW and PIMCO as
subadvisers of the Fund to implement the new investment strategy; (3) the
nature, extent and quality of the services that FFTW and PIMCO would provide to
the Fund; (4) each proposed subadviser's experience, reputation, investment
management business, personnel and operations; (5) each proposed subadviser's
brokerage and trading policies and practices; (6) the level of subadvisory fees
to be charged to the Fund by FFTW and PIMCO and a comparison of those fees to
the: (a) fees charged by each of FFTW and PIMCO to manage other inflation
protected securities accounts; and (b) fees charged by a group of active
separate account investment managers utilizing an inflation protected securities
mandate; (7) FFTW's and PIMCO's compliance programs; (8) FFTW's and PIMCO's
historical performance returns utilizing an inflation protected securities
mandate, and such performance compared to a relevant benchmark; (9) the Fund's
expected overall investment advisory fee and total expense ratio, taking into
account the change in subadvisers, as compared to a group of inflation protected
bond mutual funds; and (10) 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, the personnel
2
of VIA, FFTW (and its affiliate) and PIMCO 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 FFTW and PIMCO under
their respective Subadvisory Agreements, the Directors considered the specific
investment process to be employed by each of FFTW and PIMCO in managing the
assets of the Fund to be allocated to them; the qualifications of FFTW's and
PIMCO's respective investment management teams with regard to implementing an
inflation protected securities mandate; each proposed subadviser's performance
record as compared to a relevant benchmark; each proposed subadviser's
infrastructure and whether it appeared to adequately support an inflation
protected securities 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 FFTW and PIMCO to the Fund. The Directors acknowledged that
FFTW and PIMCO each had a successful performance record as an inflation
protected securities manager and each had an experienced portfolio management
team, and appeared to have adequate infrastructure and support staff to seek to
achieve favorable results implementing an inflation protected securities mandate
for the Fund.
With regard to FFTW, the Directors also considered that, at the end of
2006, BNP Paribas Asset Management ("BNPP AM"), who held a majority economic
interest and a minority voting interest in FFTW at the time of the December
Meeting, would acquire the remaining interest in FFTW and that FFTW would become
a wholly owned subsidiary of BNPP AM. The Directors considered that the Adviser
does not expect any change to the investment management process, philosophy and
resources or infrastructure following the acquisition of FFTW by BNPP AM. The
Directors further considered that the Adviser believed the acquisition to be a
positive development for clients of FFTW and the acquisition would not affect
the ability of FFTW to continue to provide successful investment management
services to its clients. The Directors considered that FFTW did not expect the
acquisition to affect the services to be provided to the Fund.
In addition, the Directors considered that representatives of FFTW and BNPP
AM each represented to the Board at the December Meeting that FFTW would retain
day-to-day operational and management independence and that FFTW's investment
process would remain autonomous following the acquisition.
The Directors concluded that the nature, extent and quality of the
subadvisory services expected to be provided by each of FFTW and PIMCO were
appropriate for the Fund in light of its new principal investment strategy and,
thus, supported a decision to approve each Subadvisory Agreement.
Investment Performance. The Directors evaluated FFTW's and PIMCO's
historical investment performance record in managing their clients' assets
utilizing an inflation protected securities mandate, and considered each
performance record versus a relevant benchmark. The Directors concluded that the
historical investment performance record of each of FFTW and PIMCO supported
approval of each Subadvisory Agreement with FFTW and PIMCO, respectively.
Subadvisory Fees, Expense Ratio Impact and Economies of Scale. In
evaluating each proposed subadvisory fee, the Directors reviewed FFTW's and
PIMCO's subadvisory fee schedules. The Directors considered comparisons of the
subadvisory fees to be charged by FFTW and PIMCO to the Fund with each
subadviser's fee schedule for managing an investment mandate similar to the
mandate the subadviser is to employ on behalf of the Fund. The Directors
considered that, according to the information provided, the proposed fee
schedule for FFTW 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 PIMCO is lower
than its standard fee for managing U.S. registered mutual funds with a similar,
although broader, investment mandate. Additionally, the nature of the
subadvisory services each subadviser is to provide to the Fund appeared to be
comparable to those each subadviser provides to such other subadvisory clients.
The Directors reviewed information provided by the Adviser (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 FFTW and PIMCO
by a group of U.S. separate account investment managers that employ a similar
investment mandate to the investment mandate the proposed subadvisers are to
employ for the Fund. According to the information provided, the effective fee
rate to be paid by the Fund to FFTW at the Fund's then current asset levels
would be below the median fee charged by such managers; and the effective fee
3
rate to be paid by the Fund to PIMCO at the Fund's then current asset levels was
in line with (one basis point higher than) the median fee charged by (and in the
third quartile of) such managers.
The Directors considered that there would be a ten basis point increase in
overall subadvisory fees, and, therefore, the total expense ratio of the Fund,
associated with the appointment of FFTW and PIMCO due to the implementation of
the new investment strategy, which, unlike the current investment strategy,
would be actively managed. The Directors also considered that the Adviser
expects the increase in subadvisory fees to be offset by the expected return to
be provided by each proposed Subadviser. Referring to data provided by the
Adviser and compiled by Morningstar, Inc. ("Morningstar"), an independent
provider of investment company data, the Directors also noted that the expected
total investment advisory fee for the Fund, taking into account the proposed
subadviser changes, was lower than the median investment advisory fee of a group
of investment companies categorized as inflation protected bond funds. The
Directors also considered information provided by the Adviser and compiled by
Morningstar on the total expense ratios of a group of investment companies
categorized as inflation protected bond funds, which showed that, if FFTW and
PIMCO each served as a subadviser to the Fund at the proposed subadvisory fee
rates and asset allocation levels, the Fund's expected 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 FFTW's and
PIMCO's fees, including in light of the Fund's expected overall investment
advisory fee and total expense ratio, on a relative basis. Based on this
information, the Directors concluded that FFTW's and PIMCO'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 FFTW and PIMCO
regarding the estimated profits to be realized from the subadvisers'
relationship with the Fund. In reviewing the extent to which economies of scale
may be realized by FFTW and PIMCO 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 FFTW's proposed fee schedule included
breakpoints, which indicates 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. With respect to
PIMCO, the Directors considered that, although the proposed subadvisory fee
schedule did not include breakpoints, PIMCO takes into account economies of
scale in determining its fee schedules, which suggested that the Fund's proposed
subadvisory fee rate reflects 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 fee schedules with respect
to each proposed subadviser were appropriate at the time.
Other Considerations. The Directors considered the selection and due
diligence process employed by the Adviser in deciding to recommend FFTW and
PIMCO as subadvisers to the Fund to implement the Fund's new principal
investment strategy and also considered the Adviser's conclusion that the fees
to be paid to each of FFTW and PIMCO 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 also considered information from the Adviser concerning its strategy
to efficiently and economically effect the subadviser transitions. The Directors
concluded that the Adviser'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 FFTW and PIMCO due to each subadviser's relationship
with the Fund and that each proposed subadviser did not expect any "fall-out"
benefits by virtue of its relationship to the Fund.
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 was 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 FFTW and PIMCO.
4
THE SUBADVISORY AGREEMENTS
The Subadvisory Agreement with PIMCO has terms substantially similar to the
terms of the agreements with other subadvisers to the VP Funds, except for the
rate of the fee payable by the Fund to PIMCO. PIMCO 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. PIMCO is not affiliated with VIA. PIMCO 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. The PIMCO Subadvisory Agreement, dated May 1, 2007, has an
initial term ending February 27, 2009 and, thereafter, continuance of the PIMCO
Subadvisory Agreement requires the annual approval of the VP Funds' Board of
Directors, including a majority of the Independent Directors.
PIMCO's subadvisory fee, based on the value of the Fund's assets under its
management, is an annual rate of 0.20%.
As discussed above, FFTW does not currently serve as a subadviser of the
Fund and, therefore, there is not a Subadvisory Agreement currently in effect
with respect to FFTW. The terms of the Subadvisory Agreement that was in place
for FFTW for the period during which it served as a subadviser to the Fund were
substantially similar to the terms of the Subadvisory Agreement with PIMCO,
except for the rate of fee payable by the Fund to FFTW. FFTW's subadvisory fee,
based on the value of the Fund's assets under its management, was an annual rate
of 0.12% for the first $250 million and 0.10% over $250 million. FFTW is not
affiliated with VIA.
THE NEW SUBADVISERS
PIMCO, 840 Newport Center Drive, Newport Beach, California 92660, a
Delaware limited liability company, is a majority-owned subsidiary of Allianz
Global Investors of America L.P. ("AGI LP"). Allianz SE, Koenigninstrasse 28,
Munich, Germany 2M 80802 is the indirect majority owner of AGI LP. Allianz SE is
a European-based multinational insurance and financial services holding company.
PIMCO's principal executive officers are listed on Exhibit A.
PIMCO does not currently serve as investment subadviser for any series of
the VP Funds.
FFTW, 200 Park Avenue, New York, New York 10166 is organized as a New York
corporation and is indirectly wholly owned by BNP Paribas, 16 Blvd. Des
Italiens, Paris, France 75008, a publicly owned banking corporation organized in
the Republic of France.
FFTW does not currently serve as investment subadviser for any series of
the VP Funds. Other registered investment companies with investment objectives
similar to those of the Fund for which FFTW 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. Angela C. Montez serves as Managing Vice President, Secretary and
Acting General Counsel of ICMA-RC, Secretary of VIA and Secretary of the VP
Funds.
5
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 the Fund, under a Master
Investment Advisory Agreement (the "Advisory Agreement") dated 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 Agreement, 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 $144,037 in
advisory fees for the fiscal year ended December 31, 2006.
SUBADVISORY FEES PAID
Mellon Capital Management Corporation earned $104,960 in fees for services
provided to the Fund for the fiscal year ended December 31, 2006. Neither PIMCO
nor FFTW served as subadviser to the Fund for the most recently ended fiscal
year. Had PIMCO and FFTW also served as subadvisers of the Fund for the year
ended December 31, 2006 for their respective portion of the assets of the Fund
as determined in May 2007, each would have earned $742,056 and $86,068,
respectively, in fees for services provided to the Fund.
PAYMENTS TO AFFILIATED BROKERS
The Fund did not make any payments to an affiliated broker for the fiscal
year ended December 31, 2006.
RECORD OF BENEFICIAL OWNERSHIP
As of June 30, 2007, the Fund had 14,487,386 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 June 30, 2007, the VantageTrust held, directly or indirectly,
13,620,729 shares of the Fund or 94.02%. Also, as of June 30, 2007, 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.
6
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, 2006.
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.
7
EXHIBIT A
The principal executive officers and certain Managing Directors of PIMCO
and their Principal Occupations are set forth below:
<Table>
<Caption>
- ----------------------------------------------------------------------------------
NAMES PRINCIPAL OCCUPATIONS
- ----------------------------------------------------------------------------------
William H. Gross Chief Investment Officer and Managing Director of PIMCO
- ----------------------------------------------------------------------------------
William S. Thompson Chief Executive Officer and Managing Director of PIMCO
- ----------------------------------------------------------------------------------
Richard M. Weil Chief Operating Officer and Managing Director of PIMCO
- ----------------------------------------------------------------------------------
</Table>
The principal address for each officer of PIMCO is 840 Newport Center
Drive, Newport Beach, CA 92660.
8
The principal executive officers and directors of FFTW and their Principal
Occupation are set forth below:
<Table>
<Caption>
- --------------------------------------------------------------------------------------
NAME COMPANY PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------------
Adnan Akant Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Kausik Barua Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Pascal Biville Charter Atlantic Corporation* Member of the Board of Directors
Fischer Francis Trees & Watts
Inc.
- --------------------------------------------------------------------------------------
John P. Carey Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Stephen P. Charter Atlantic Corporation* Chairman of the Board of
Casper Fischer Francis Trees & Watts Directors, Chief Executive
Inc. Officer
- --------------------------------------------------------------------------------------
Alan Cauberghs Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Roy Diao Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Guy de Froment Charter Atlantic Corporation* Member of the Board of Directors
Fischer Francis Trees & Watts
Inc.
- --------------------------------------------------------------------------------------
Gilles de Charter Atlantic Corporation* Member of the Board of Directors
Vaugrigneuse Fischer Francis Trees & Watts
Inc.
- --------------------------------------------------------------------------------------
Gilles Charter Atlantic Corporation* Vice Chairman of the Board of
Glicenstein Fischer Francis Trees & Watts Directors
Inc.
- --------------------------------------------------------------------------------------
Deborah Hazell Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Ken Katayama Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Pierre Lapomme Charter Atlantic Corporation* Member of the Board of Directors
Fischer Francis Trees & Watts
Inc.
- --------------------------------------------------------------------------------------
Philippe Charter Atlantic Corporation* Member of the Board of Directors,
Lespinard Fischer Francis Trees & Watts Deputy Chief Executive Officer
Inc.
- --------------------------------------------------------------------------------------
David J. Marmon Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Robin S. Meister Charter Atlantic Corporation* Secretary of the Board of
Fischer Francis Trees & Watts Directors, Chief
Inc. Legal Officer, Chief Compliance
Officer, Managing Director
- --------------------------------------------------------------------------------------
Kenneth Fischer Francis Trees & Watts Managing Director
O'Donnell Inc.
- --------------------------------------------------------------------------------------
O. John Olcay Charter Atlantic Corporation* Vice Chairman of the Board of
Fischer Francis Trees & Watts Directors, Managing Director
Inc.
- --------------------------------------------------------------------------------------
Jeffrey Trongone Charter Atlantic Corporation* Member of the Board of Directors,
Fischer Francis Trees & Watts Chief Financial Officer, Managing
Inc. Director
- --------------------------------------------------------------------------------------
Richard Williams Fischer Francis Trees & Watts Managing Director
Inc.
- --------------------------------------------------------------------------------------
Michael Wyne Fischer Francis Trees & Watts, Managing Director
Inc.
- --------------------------------------------------------------------------------------
</Table>
*The parent company of Fischer Francis Trees and Watts, Inc.
The principal address for each director and officer of FFTW is 200 Park
Avenue, New York, New York 10166.
9
EXHIBIT B
Other registered investment companies for which FFTW serves as investment
adviser/subadviser and that have investment objectives and strategies similar to
those of the Fund:
<Table>
<Caption>
- --------------------------------------------------------------------------------------
ASSETS UNDER FFTW'S
MANAGEMENT AS OF APRIL 30, 2007
NAME IN $MM RATE OF COMPENSATION
- --------------------------------------------------------------------------------------
FFTW Funds, $80.1mm 0.20% (Please note that the
Inc. -- U.S. 0.20% is net of waivers of
Inflation- 0.20% [actual fee is 0.40%, but
Indexed Fund the Adviser is waiving 0.20%
until further notice]). This
waiver is not contractual, but
voluntary.
- --------------------------------------------------------------------------------------
</Table>
10